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 12, 2024
Start date of measures for electronic provision: March 6, 2024
To our shareholders:Hiroki Akiyama
President and Representative Director
SOLXYZ Co., Ltd.
1-21 Shibaura 3-chome, Minato-ku, Tokyo

Notice of the 44th Annual General Meeting of Shareholders
You are cordially invited to attend the 44th 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)

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

Website of the Tokyo Stock Exchange (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(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.”)If you are unable to attend the Meeting in person, you may exercise your voting rights either in writing
or using the internet. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by no later than 5:30 p.m. on Wednesday, March 27, 2024
(JST).

-1-

1. Date and Time:Thursday, March 28, 2024, 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 44th
fiscal year (from January 1, 2023 to December 31, 2023), 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 44th fiscal year (fromJanuary 1, 2023 to December 31, 2023)
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 Three Directors Who Are Audit & Supervisory Committee Members- 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 matters subject to measures for electronic provision will be announced on the Company’s website, thewebsite with materials 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)
Website with Materials for the General Meeting of Shareholders:
https://d.sokai.jp/4284/teiji/ (in Japanese)
Website of the Tokyo Stock Exchange (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)-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: ¥293,675,112(3)Effective date of dividend of surplus
March 29, 2024

-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.
Therefore, the Company proposes the election of 11 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
No.

Name

Age

GenderCurrent position in the
Company

1

Akira Nagao

Re-election

69

Male

Chairman and
Representative Director

2

Hiroki Akiyama

Re-election

60

Male

President andRepresentative Director

3

Toshihiko Kayanuma

Re-election

65

Male

4

Yoshiaki Nagao

Re-election

64

Male

Director and Vice
President

5

Hiroyuki Watanabe

Re-election

61

Male

Director

6

Toshiyasu Kabashima

Re-election

62

Male

Director

7

Kenya Eguchi

Re-election

56

Male

Director

8

Tsunekazu Ichikawa

Re-election

54

Male

Director

9

Motoko Kai

Re-election

51

FemaleDirector

10

Mitsuru Aoki

Re-election

66

Male

Outside Director

11

Hideji Yamazaki

Re-election

68

Male

Outside Director

Director and Vice
President

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
Mar. 2023
Chairman and Representative Director(current position)
Akira Nagao(Significant concurrent positions outside the Company)(February 23, 1955)
Chairman and Representative Director of FFSOL Co., Ltd.
Chairman and Representative Director of E.I.SOL Co., Ltd.
Re-election
Chairman and Director of Infinite Consulting Co., Ltd.
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. As the
Chairman and Representative Director of the Company since 2023, he has focused on the management ofGroup companies toward the further success of the Group. He is expected to contribute to the Group’s further
growth and increased medium- to long-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)-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)
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
Apr. 2011
General Manager of Planning & Control
59,588
Office and General Manager of Technical &Business Promotion OfficeJan. 2013
General Manager of Planning & Control
Hiroki Akiyama
Office(January 25, 1964)
Mar. 2015
Director
Mar. 2020
Managing Director
Re-election
Mar. 2023
President and Representative 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. Heassumed the position of President and Representative Director in 2023 and has led the Group since. Not only
has he carried on the Group’s existing management strategy, but also he has led the formulation and executionof strategies in line with the business environment surrounding the Group. He is expected to contribute to theGroup’s further growth and increased medium- to long-term corporate value with his wide range of experience.
Therefore, the Company 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)
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
and Representative of Business Promotion
Division
154,500
Jan. 2015
Representative of Sales Promotion Division
Aug. 2016
Representative of Cloud Solution Division
and Department Manager of Cloud BusinessToshihiko Kayanuma
Development Department(March 6, 1959)
Jan. 2017
Representative of Cloud Solution Division
Mar. 2017Managing Director
Re-election
Jan. 2020
Representative of Career Promotion
Division and General Manager of HR
Development OfficeJan. 2022
Representative of Sales Promotion Division(current position)
Mar. 2023
Director and Vice President andRepresentative of Control Division (current
position)(Significant concurrent positions outside the Company)
Director of E.I.SOL Co., Ltd.
President and 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 in addition to being engaged in organizational reforms in the Sales Promotion Division, as theRepresentative of the Control Division since 2023, he has worked to build administrative departments tocontribute to enhancing the Company’s corporate value. 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)-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)
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
Aug. 2016
Deputy Representative of SI & Solution
154,108
Division and Department Manager of 1st
Finance Business Department
Jan. 2017
Representative of SI & Solution Division(current position)
Yoshiaki Nagao
Mar. 2017Managing Director(April 9, 1959)
Mar. 2020
Representative of Sales Promotion DivisionRe-election
Jan. 2021
Department Manager of Credit SI
Department
Mar. 2023
Director and Vice President (current
position)(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)-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.
President and Representative Director of bubo Inc.

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
12,080Jan. 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
Mar. 2020
Director (current position)
Mar. 2020
Deputy Representative of Cloud Solution
DivisionJan. 2022
Representative of Cloud Solution Division
25,784Jan. 2023
Representative of Product Service Business
Division, Deputy Representative of Sales
Promotion Division, and Department
Kenya Eguchi
Manager of FinTech Solution Department(December 18, 1967)
Sept. 2023
Representative of Product Service Business
Division, Deputy Representative of Sales
Re-election
Promotion Division, Department Manager
of Cloud Service Department, andDepartment Manager of FinTech Solution
Department (current position)(Significant concurrent positions outside the Company)
Director of Fleekdrive Co., Ltd.
[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

21,000Tsunekazu 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.
8,200
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.

10

Name
(Date of birth)

Mitsuru Aoki
(June 3, 1957)

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 Audit &Supervisory Committee Member of theCompany
Mar. 2023
Outside Director (current position)

Number of theCompany’s
shares owned

9,500

Re-election[Reasons for nomination as candidate for outside Director and summary of expected role]
Using his insight in the SI business developed at a major IT company, as well as his experience as an officer ofan operating company, the Company has judged that Mitsuru Aoki is capable of enhancing the Group’s
corporate value and of utilizing his insight into overall corporate operations and risk management, and has
therefore nominated him as a candidate for outside Director.
The Company expects him to utilize his insight and experience related to the SI business to date to continue
providing appropriate advice on all aspects of the Company’s business activities.

- 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 WestJapan, Ltd.
1,600
Mar. 2020
Retired from the position of Executive
Advisor of Hitachi Solutions East Japan,
Ltd.
Hideji YamazakiMar. 2021
Retired from the position of Executive(November 1, 1955)
Advisor of Hitachi Solutions West Japan,
Ltd.
Re-election
Mar. 2023
Outside Director (current position)[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. Based on his abundant insight, particularly in relation to the
SI business, the Company has judged that he is a necessary person to enhance the corporate value of the Group,and has therefore nominated him as a candidate for outside Director.
The Company expects him to utilize his insight and experience related to the SI business to date to continue
providing 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 two years.

8.

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

9.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Aoki and Mr. Yamazaki havebeen designated as independent officers as provided for by the aforementioned exchange. If the election of these
individuals is approved, the Company plans for their designation as an independent officer to continue.

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 Three Directors Who Are Audit & Supervisory Committee Members

The term of office of all four Directors who are Audit & Supervisory Committee Members will expire at theconclusion of the Meeting. Therefore, the Company proposes the election of three Directors who are Audit& Supervisory Committee Members.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name

Age

GenderCurrent position in the
Company1

Hozumi Ishida

Re-election

74

Male

Director who is full-time
Audit & Supervisory
Committee Member

2

Kiyomi Nakata

Re-election

68

Male

Outside Director who is
Audit & Supervisory
Committee Member

3

Yasuo Sekiya

Re-election

63

Male

Outside Director who is
Audit & Supervisory
Committee Member

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

- 16 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1974
Joined The Long-Term Credit Bank of Japan,
Limited (current SBI Shinsei Bank, Limited)
Jan. 2002
Joined the Company
Jan. 2005
Operating Officer and General Manager ofPlanning & Control Office
Mar. 2011
Full-time Audit & Supervisory Board Member
Mar. 2016
Director who is full-time Audit & Supervisory
Committee Member (current position)

Number of theCompany’s
shares owned

29,200

Hozumi Ishida(January 20, 1950)
1

Re-election[Reasons for nomination as candidate for Director who is Audit & Supervisory Committee Member]
Hozumi Ishida gained experience in operational planning, system development, etc., at a financial institution, thenjoined the Company in January 2002. Subsequently, he served in positions such as General Manager of the
Planning & Control Office, before being appointed full-time Audit & Supervisory Board Member in March 2011,
then serving in his current position as full-time Audit & Supervisory Committee Member from March 2016.
Through his professional experience, he has gained wide-ranging insight into areas such as corporate planning,finance and accounting, and system development, and since being appointed full-time Audit & Supervisory Board
Member and Audit & Supervisory Committee Member of the Company, he has appropriately fulfilled his duties as
Director through such means as attending meetings of the Board of Directors and other important meetings, andproviding his opinions as necessary.
Based on the above, the Company has judged that he will be able to continue appropriately supervising thefulfillment of duties by Directors of the Company as Audit & Supervisory Committee Member of the Company.

- 17 -

CandidateNo.

2

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
July 1999
Retired from Tokyo Regional Taxation Bureau
Sept. 1999
Established Nakata Certified Public Tax
Accountant Office (current position)
July 2008
Established Nakata Certified Public Tax
Accountant Corporation
Mar. 2013
Outside Audit & Supervisory Board Member of
30,700the Company
Mar. 2016
Outside Director who is an Audit & Supervisory
Committee Member of the Company (current
position)
Kiyomi Nakata(Significant concurrent positions outside the Company)(April 16, 1955)
Representative of Nakata Certified Public Tax Accountant
Re-election
Office[Reasons for nomination as candidate for outside Director and summary of expected role]
Kiyomi Nakata has many years of experience as a certified public tax accountant at the Tokyo Regional Taxation
Bureau, etc., and following his appointment as outside Audit & Supervisory Board Member of the Company inMarch 2013, he was appointed outside Director who is an Audit & Supervisory Committee Member in March2016. Subsequently, he has used his wide range of knowledge and experience to provide appropriate guidance fordecision-making by the Board of Directors.
The Company has judged that he may be expected to continue fulfilling a role in advising and supervising themanagement of the Company based on his wide-ranging insight and abundant experience, and has therefore
nominated him as a candidate for outside Director who is an Audit & Supervisory Committee Member andproposes his election.
In addition, if he is re-elected, the Company expects that he will play a role in enhancing objectivity in procedures
for making decisions related to nomination and remuneration as a member of the Audit & Supervisory Committee.
He has never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as outside Director who is an Audit & Supervisory
Committee Member based on the above reasons.
Name(Date of birth)- 18 -

Candidate
No.

3

Notes

Number of the
Career summary, and position and responsibility in the
Company’s
Company
shares owned(Significant concurrent positions outside the Company)
Sept. 1984
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)
200
June 2019
Retired from Ernst & Young ShinNihon LLC
July 2019
Established Sekiya Certified Public Accountant
Office (current position)
Mar. 2023
Outside Director who is an Audit & Supervisory
Yasuo SekiyaCommittee Member of the Company (current(May 17, 1960)
position)
Re-election(Significant concurrent positions outside the Company)
Representative of Sekiya Certified Public Accountant Office[Reasons for nomination as candidate for outside Director and summary of expected role]
Yasuo Sekiya has expert knowledge and many years of experience as a certified public accountant, and theCompany has judged that he may be expected to fulfill a role in advising and supervising the management of theCompany 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 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.
He has never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as outside Director who is an Audit & Supervisory
Committee Member based on the above reasons.
Name(Date of birth)

1.

There is no special interest between any of the candidates and the Company.

2.

Kiyomi Nakata and Yasuo Sekiya are candidates for outside Director.

3.

At the conclusion of the Meeting, Mr. Nakata’s tenure since assuming office as Director who is Audit &Supervisory Committee Member of the Company will have been eight years.

4.

At the conclusion of the Meeting, Mr. Sekiya’s tenure since assuming office as Director who is Audit &Supervisory Committee Member of the Company will have been one year.

5.

The Company and Mr. Nakata entered into a corporate tax accountant contract as of November 1, 1999, but it
was cancelled upon his assumption of office as outside Audit & Supervisory Board Member of the Company inMarch 2013. Since the amount of the contract was less than 0.01% of the Company’s consolidated net sales, andinsignificant from our business scale point of view, it is considered to have had no material impact on his
independence as outside Director.

6.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Nakata and Mr. Sekiya havebeen designated as independent officers as provided for by the aforementioned exchange. If the re-election ofthese individuals is approved, the Company plans for their designation as independent officers to continue.

7.

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.

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[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.

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