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 7522
Start date of measures for electronic provision: June 1, 2024
Date of sending by postal mail: June 7, 2024
To Our Shareholders
Miki Watanabe
Representative Director, Chairman, President, and CEO
Watami Co., Ltd.
1-1-3, Haneda, Ota-ku, Tokyo, Japan

Notice of the 38th Annual General Meeting of Shareholders
Notice is hereby given that the 38th Annual General Meeting of Shareholders of Watami Co., Ltd. (the “Company”)
will be held on Sunday, June 23 as follows, and you are invited to attend.
If you do not attend the meeting in person, you may exercise your voting rights via the Internet or in writing. Please
review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights inaccordance with the “Information on Exercise of Voting Rights” (in Japanese only) by 6:00 p.m. on Friday, June 21,
2024.
When convening this annual general meeting of shareholders, the Company has taken measures for providing
information (items for which measures for providing information in electronic format will be taken) that constitutes
the content of reference documents for the general meeting of shareholders, etc. in electronic format, and has posted
this information on the following websites.
The Company’s website:
https://www.watami.co.jp/ (in Japanese)
Click “Investor Relations,” and then “General Meeting of Shareholders,” on the Company’s website.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7522/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)-1-Sunday, June 23, 2024; 10:00 a.m. (registration is scheduled to begin at 9:15 a.m.)Multipurpose Hall, 1F PACIFICO Yokohama North
1-1-2, Minatomirai, Nishi-ku, Yokohama, Kanagawa Prefecture, JapanThe venue has been changed from last year. Please refer to the “Map for the Venue of the 38th
General Meeting of Shareholders” attached to the appendix of the Japanese version of thisdocument and take care not to visit the previous address.
3. Purpose of the Meeting
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and the audit results of the financial auditor andthe Audit and Supervisory Committee on the Consolidated Financial Statements for the 38th Fiscal Year(from April 1, 2023 to March 31, 2024)
2. Non-consolidated Financial Statements for the 38th Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Election of Three Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal 4
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member
Proposal 5
Amendment of Restricted Share-Based Remuneration Plan for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)
1. Date and time
2. Venue--

For those attending the meeting on the day, please submit the voting form at the reception desk.
In the voting form used for exercising voting rights in writing (by mail), no indication of approval or disapproval for a given
proposal will be treated as indication of approval for the proposal in question.
For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject tomeasures for electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles ofIncorporation of the Company, the following items are not provided in the paper-based documents delivered to shareholders.
1.
Status of shares and share acquisition rights, etc. in the Business Report2.
Consolidated Statement of Changes in Equity in the Consolidated Financial Statements
3.
Notes to Consolidated Financial Statements in the Consolidated Financial Statements
4.
Non-consolidated Statement of Changes in Equity in the Non-consolidated Financial Statements
5.
Notes to Non-consolidated Financial Statements in the Non-consolidated Financial Statements
Accordingly, these documents contained in this Notice of Convocation are a part of the Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements audited by the Audit and Supervisory Committee in preparing the Audit
Report, and a part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by the financial
auditor in preparing the Financial Audit Report.
If revisions to the items subject to measures for electronic provision arise, the revisions will be posted on the Company’s website
and the TSE website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of Surplus

Regarding the distribution of surplus for the current fiscal year, the Company’s basic policy is to pay stable dividends.
For the year-end dividend, the Company proposes the following in consideration of the current fiscal year’s
performance and future business development, among other factors.
The Company proposes to pay a year-end dividend for the Class A preferred shares for the fiscal year under review
based on the prescribed amount as stipulated in the Articles of Incorporation and the Class A Preferred Shares
Issuance Guideline.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount
Per share of the Company’s common stock:
10.00 yen
Total amount of common stock dividends:
400,687,510 yen
Per Class A preferred share of the Company: 4,000,000 yen
Total amount of Class A preferred share dividends:
480,000,000 yen
Total dividends:
880,687,510 yen(3) Effective date of dividends of surplus
June 24, 2024

-3-

Proposal 2

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

The terms of office of all three Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of three Directors.
As a result of the deliberation by the Audit and Supervisory Committee, it has been determined that the candidates
for this proposal are suitable for the position.
The candidates for Directors are as follows.
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
May 1986

Mar. 2001

Mar. 2003

June 2009
Nov. 20101

Miki Watanabe(October 5, 1959)

Feb. 2011
May 2011
June 2011

June 2013

July 2013
Sept. 2019
Mar. 2021
Oct. 2021
Apr. 2024

Established Watami Shoji Co., Ltd.,
Representative Director
Established Watami Corporation (currently
Watami Co., Ltd.)
Representative Director and President
Representative, School Aid Japan (specified
non-profit organization) (currently School Aid
Japan (public interest foundation)) (current
position)
Chairman of the Board, Ikubunkan Educational
Corporation (currently Ikubunkan Institute of
Education) (current position)
Representative Director, Chairman, and CEO of
the Company
Chairman of the Board, Minna no Yume wo
Kanaeru Kai (specified non-profit corporation)(currently Minna no Yume wo Kanaeru Kai(public interest incorporated foundation))(current position)
Director and Chief Advisor of the Company
Director and Chairman (part-time) of theCompanyCounselor of Reconstruction Measures, City of
Rikuzentakata, Iwate Prefecture (current
position)
President, Save Earth Foundation (public
interest incorporated foundation) (current
position)
Member of the House of Councilors
Representative Director and Chairman of theCompany and Group CEO
Member of the Reconstruction Promotion
Committee, Reconstruction Agency
Representative Director, Chairman, andPresident of the Company
Representative Director, Chairman, President,
and CEO of the Company (current position)-4-

Number of theCompany’s shares
owned- sharesCandidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned[Reasons for selection as a candidate]
As the founder of the Company, he has built the Watami Group into what it is today. He has led the Company’s
management for many years, and has been involved in numerous businesses, including food service, nursing care,home-delivered meals, agriculture, and the environment, establishing a unique “sixth industry model” and achieving
many successes.
In addition to his involvement in national politics as a member of the House of Councilors, he has held a number ofimportant positions, including director of the Japan Business Federation, member of the government’s Education
Rebuilding Council, counselor of City of Rikuzentakata in Iwate Prefecture, and member of the Reconstruction
Agency’s Reconstruction Promotion Committee. The Company has nominated him as a candidate for the position of
Director, based on its judgment that he, with a wealth of knowledge, experience, and achievements, is familiar withvarious issues in corporate management, and is indispensable for enhancing the management decision-making functionof the Board of Directors and the supervisory function of business execution, and improving the medium- to long-term
corporate value of the Watami Group.

-5-

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1991
Aug. 1997
Aug. 2003
Sept. 2005
Apr. 2006
June 2009

Nov. 2012

Oct. 2014

Mar. 2015
Kuniaki Shimizu(June 1, 1970)
Apr. 2015

2

June 2015
Dec. 2015
Dec. 2015
Oct. 2021

Apr. 2022
Sept. 2022
Apr. 2023
Dec. 2023
Apr. 2024

Joined the Company
General Manager of East Japan Division of theCompany
Executive Officer and General Manager of
Gohan Business Division of the Company
Director of R No Kaigo Inc.
Representative Director and President of
Watami no Kaigo Co., Ltd.
Director of the Company and Representative
Director and President of Watami no Kaigo Co.,Ltd.
Managing Director of the Company and
Representative Director and President of
Watami no Kaigo Co., Ltd.
Managing Director of the Company and
Representative Director and President of
Watami Food Service Co., Ltd.
Representative Director and President of theCompany and Representative Director andPresident of Watami Food Systems Co., Ltd.
Director of Watami International Company
Limited (current position)
Director of Watami Energy Co, Ltd.
Outside Director of SOMPO Care Next Inc.
Representative Director, President and COO of
the Company
Representative Director, Vice President andGeneral Manager of HR Development Divisionof the Company
Representative Director and Vice President of
the Company
Representative Director of Watami Energy Co.,
Ltd. (current position)
Director and Vice President of the Company
Representative Director of Watami Farm Co.,
Ltd. (current position)
Director, Vice President, and CHO of theCompany (current position)

Number of theCompany’s shares
owned

39,235 shares[Reasons for selection as a candidate]
He has served as Representative Director and President of some subsidiaries in the restaurant business and subsidiaries
in the nursing care business, and Representative Director and Vice President of the Company. Through his roles, he hasa wealth of experience and achievements, including leading efforts to achieve growth and improve the performance ofthe Watami Group’s businesses. He currently supervises the formulation and execution of the personnel strategy in linewith the Watami Group’s corporate philosophy and management targets, as Director, Vice President, and CHO, andcontributes significantly to the formulation of the Watami Group human rights policy, education and training of humanresources, improvement of the hiring process, improvement of the work environment, enhancement of employees’
motivation, etc. The Company has nominated him as a candidate for the position of Director based on its judgment that
he can contribute to the enhancement of the Watami Group’s corporate value over the medium- to long term inaccordance with the Watami Group’s corporate philosophy.

-6-

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2011
Aug. 2012
Oct. 2016
May 2018
June 2018
Jan. 2020Feb. 2020Feb. 2020

Shoya Watanabe(December 17, 1987)

Feb. 2020
Mar. 2020
June 20203

Apr. 2021

Apr. 2022

Joined Mirabaud (Asia) limited
Joined the Company
Joined Suntory Spirits Ltd.
Received Master of Business Administration(MBA) from McGill University
Beam Suntory, Inc. (Chicago)
Executive Officer and General Manager ofOverseas Business Division of the Company
Representative Director of Watami International
Company Limited (current position)
Director of Watami (China) Co., Ltd. (current
position)
Representative Director of Watami China Food
& Beverage Co., Ltd. (current position)
Director of Watami Taiwan Co., Ltd. (current
position)
Director, Senior Executive Officer and General
Manager of Overseas Food Service Business
Division of the Company
Director, CFO, Senior Executive Officer, andGeneral Manager of Overseas Business
Division of the Company
Director, CFO of the Company (current
position)

Number of theCompany’s shares
owned

14,600 shares[Reasons for selection as a candidate]
He joined the Company in 2012 after working at a foreign financial institution, focusing on analysis of hedge funds andother financial products. He has worked across the board in accounting, sales, store development, and corporate
planning. He worked as a Scotch whisky brand manager at Suntory Spirits Ltd. in 2016, and as a member of the Jim
Beam brand team at Beam Suntory, Inc. Chicago as the only Japanese member in 2018. Through such experience, hedeveloped a sense of international corporate management. He received an MBA from McGill University around thesame time. Since January 2020, as General Manager of the Overseas Business Division, he had used his knowledge andexperience to make a significant contribution to the establishment and development of the Company’s overseas
strategy. He was elected as a Director in June 2020, and has been fulfilling his duties as Director, CFO since April 2021.
He has been nominated as a candidate for Director, based on the Company’s judgment that he has sufficientqualifications and abilities in corporate management, as well as that he is a person necessary for the new corporate
strategy of the Watami Group.
Looking ahead, he is scheduled to step down as CFO at the Board of Directors meeting to be held at the conclusion ofthis General Meeting of Shareholders and be appointed as the Director in charge of the entire overseas business
operation in order to further galvanize the expanding overseas business.
(Notes)1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, which is scheduled to be renewed in October 2024. Each of thecurrent Directors who are candidates for Director is already insured under the said policy, and will continue to be insured
under the said policy in the event that he/she is reappointed as Director of the Company. The insurance policy is designed
to cover damages incurred by the insured in the event that the insured is sued for damages during the insurance period due
to acts (including omissions) committed by the insured in the course of his/her duties as an officer of the Company, andthe insured will be liable for damages and litigation expenses.

-7-

Proposal 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three currently serving as Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows.
Candidateno.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Apr. 2008
Apr. 2010
May 2011
May 2012
Apr. 2014
Apr. 2016

Toshinari Hitsuka(August 22, 1964)

Apr. 2017
Apr. 20191

June 2022

June 2022
June 2022

Joined The Bank of Yokohama, Ltd.
General Manager of Kiryu Branch
General Manager of Corporate Planning
Department
Chief Secretariat of Business Division Head
Office, Sales Management Department
General Manager of Kanazawa Branch
General Manager of Nakayama Branch
General Manager of Human Resource
Department
General Manager of Risk Management
Department
Representative Director and President of
Hamagin Research Institute, Ltd.
Audit & Supervisory Board Member of
Hamagin Tokai Tokyo Securities Co., Ltd.
(current position)
Audit & Supervisory Board Member of
Hamagin Finance Co., Ltd. (current position)
Outside Director (Standing Audit andSupervisory Committee Member) of theCompany (current position)

Number of theCompany’s shares
owned- shares[Reasons for selection as a candidate]
He utilizes the wide-ranging experience he gained in areas such as corporate finance and risk management at financial
institutions and the extensive experience and knowledge he gained as an experienced think tank manager to actively
speak and advise on matters such as management strategies, finance and risk management, and as an Outside Director
he has duly carried out his roles and responsibilities, such as supervising the Group’s management. We have nominatedhim as a candidate for Director who is an Audit and Supervisory Committee Member, expecting that he will contributeto ensuring the soundness of the Company’s management by continuing to participate in the Group’s management as an
Audit and Supervisory Committee Member.

-8-

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
July 1976
Apr. 1992
Apr. 2007

Apr. 2008

Apr. 2011
Yasuyuki Nakatsutsumi(August 25, 1952)
Apr. 20142

June 2016
Aug. 2016
June 2018

Mar. 2019

Joined Wacoal Corp.
Representative Director, and President of
Wacoal Singapore Private Limited
Corporate Officer, General Manager of WestJapan Sales, Brand Business Division, Wacoal
Corp.
Managing Corporate Officer, General Manager
of East Japan Sales Division, Brand Business
Division
Director, Senior Managing Corporate Officer,
General Manager of Wacoal Brand Business
Division
Director, Executive Vice President, in charge ofDomestic Sales
Outside Director of the Company
Director, Managing Executive Officer ofNishikawa Sangyo Co., Ltd.
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)
Assistant to President of Fukusuke Corporation(current position)

Number of theCompany’s shares
owned- shares[Reasons for selection as a candidate]
He utilizes his extensive experience and knowledge related to company management and international business toactively speak and advise on management in general, such as management strategies, at Board of Directors meetings,
and as an Outside Director he has duly carried out his roles and responsibilities, such as supervising the Group’s
management. We have nominated him as a candidate for Director who is an Audit and Supervisory Committee Member,
expecting that he will contribute to ensuring the soundness of the Company’s management by continuing to participate
in the Group’s management as an Audit and Supervisory Committee Member.

-9-Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Aug. 1995
May 2002
Apr. 2007
Apr. 2010
June 2012
Apr. 2014
June 2016
Mar. 2018

Oct. 2018
Minako Ohishi(March 7, 1957)

Feb. 2019

Apr. 20193

Apr. 2019

Sept. 2019

June 2021
Apr. 2022
June 2022

Dec. 2022

June 2023

Yamaguchi Prefectural Shimonoseki Daiichi
High School, Homemaking Class Teacher
Consumer Assistance & Support of Japan Dairy
Industry Association
Consultation Office of No-rinse Rice, Toyo
Seimaiki Seisakujo Co., Ltd.
NPO National Association of Unwashed Rice,Part-time consultant
Part-time lecturer of home economics,
Kirigaoka High School (current position)
Director of Nippon Association of Consumer
Specialists
Director of Sustainability Forum Japan (current
position)
Representative Director and Vice Chairman of
Nippon Association of Consumer Specialists
Member of Procurement Price Calculation
Committee, Ministry of Economy, Trade andIndustry (current position)
Member of Tokyo Metropolitan Government
Waste Management Council (current position)
Temporary Member of Transport Policy,
Ministry of Land, Infrastructure, Transport andTourism (current position)Councilor of the Organization for Crossregional Coordination of Transmission
Operators, JAPAN (current position)Councilor of Sustainable Green Ecosystem
Council/ PEFC National Governing Body inJapan (current position)
Member of Yokohama City Council for
Promotion of Waste Reduction and Recycling(current position)
Director of Japan Foundation for Advancing
Auto Recycling (current position)
Auditor of 3R SUISHINKYOGIKAI (current
position)
Outside Director (Audit and Supervisory
Committee Member) of the Company (current
position)
Member of Transport Council, Ministry ofLand, Infrastructure, Transport and Tourism(current position)
Director of Japan Bicycle Promotion Institute(current position)

Number of theCompany’s shares
owned- shares[Reasons for selection as a candidate]
She utilizes the extensive experience and knowledge she has gained through her activities with the Nippon Associationof Consumer Specialists and her initiatives to address various social issues, such as the formulation of policies fromconsumers’ perspective and the promotion of the 3 Rs in public bodies, to actively speak and advise on matters such assustainability and consumer-oriented management at Board of Directors meetings, and as an Outside Director she has
duly carried out her roles and responsibilities, such as supervising the Group’s management. We have nominated her asa candidate for Director who is an Audit and Supervisory Committee Member, expecting that she will contribute toensuring the soundness of the Company’s management by continuing to participate in the Group’s management as an
Audit and Supervisory Committee Member.

- 10 -

(Notes)

1. There is no special interest between any of the candidates and the Company.
2. Toshinari Hitsuka, Yasuyuki Nakatsutsumi, and Minako Ohishi are candidates for Outside Directors who are Audit andSupervisory Committee Members.
3. The Company has entered into an agreement with Toshinari Hitsuka, Yasuyuki Nakatsutsumi, and Minako Ohishi,
pursuant to Article 427, Paragraph 1 of the Companies Act, to limit their liability for damages under Article 423, Paragraph
1 of the same act. The maximum amount of liability for damages under the said agreement is the minimum liability amountstipulated in Article 425, paragraph (1) of the Companies Act. If their election as Director who is Audit and Supervisory
Committee Member is approved, the Company plans to continue the said agreement with them.
4. Yasuyuki Nakatsutsumi is currently a Director who is Audit and Supervisory Committee Member of the Company and his
term of office will be six years at the conclusion of this General Meeting of Shareholders.
5. Toshinari Hitsuka and Minako Ohishi are currently Directors who are Audit and Supervisory Committee Members of theCompany and their term of office will be two years at the conclusion of this General Meeting of Shareholders.
6. Toshinari Hitsuka has been an executive officer of The Bank of Yokohama, Ltd., a specified related party (major business
partner) of the Company, for the past ten years. His position and responsibilities are as stated in the “Career summary,position and responsibility in the Company, and significant concurrent positions outside the Company” column above.
7. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Yasuyuki Nakatsutsumi and Minako Ohishi
have been designated as independent officer as provided for by the aforementioned exchange. If their election as Directors
who are Audit and Supervisory Committee Member is approved, the Company will continue to appoint them as
Independent Directors.
8. The Company has entered into a directors and officers liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, which is scheduled to be renewed in October 2024. Subject to theapproval of this proposal, the candidates will be included as insured under the policy. The insurance policy is designed tocover damages incurred by the insured in the event that the insured is sued for damages during the insurance period due
to acts (including omissions) committed by the insured in the course of his/her duties as an officer of the Company, andthe insured will be liable for damages and litigation expenses.

- 11 -

(Reference) Skill Matrix of Directors on conclusion of this General Meeting (TBD)
Below are the main area of knowledge and experience the Company expects from each Director if the candidates
indicated in this notice are elected as proposed.

Position in the
Corporate
Company
management
Name
Representative
Director,
Chairman,President, andCEO
Miki
Watanabe
Director, Vice
President, andCHO
KuniakiShimizu
Director and
CFO
Shoya
WatanabeOutsideDirector andStanding
Member of
Audit andSupervisory
Committee
ToshinariHitsuka
OutsideDirector andMember of
Audit andSupervisory
Committee
Yasuyuki
Nakatsutsumi
OutsideDirector andMember of
Audit andSupervisory
Committee
Minako Ohishi(Notes)●Globalbusiness

Businessmanagement(note 2)Finance,accounting

Humanresources,
labor,
personnel
development

●

●

●

●

●

●

●

●

●

●

●

●

Risk and
Sustainability
complianceand ESGmanagement

●

●

●

●

IT and DX

●

●

●

●

●

●

●

●

1. This skill matrix does not include all knowledge and experience.
2. Business management comprises three areas 1. (Sales and marketing), 2. (Procurement and logistics management), and 3.
(Production and quality control). The Directors’ expertise in these areas is as follows.
Miki Watanabe, Representative Director, Chairman, President, and CEO, has expertise in 1. (Sales and marketing), 2.
(Procurement and logistics management), and 3. (Production and quality control).
Kuniaki Shimizu, Director, Vice President, and CHO, has expertise in 1. (Sales and marketing).
Shoya Watanabe, Director and CFO, has expertise in 1. (Sales and marketing).
Yasuyuki Nakatsutsumi, Outside Director and Member of Audit and Supervisory Committee, has expertise in 1. (Sales
and marketing), and 2. (Procurement and logistics management).

- 12 -

Proposal 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company proposes the election of one substitute Director who is an Audit and Supervisory Committee Member
to be ready to fill the vacancy in the number of Directors who are Audit and Supervisory Committee Members
stipulated in laws and regulations.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1995

Apr. 2000
Apr. 2004
Oct. 2008
Takafumi Kiyonaga(October 19, 1967)

Apr. 2009
Apr. 2012
Feb. 2017
Apr. 2017
June 2022
June 2022

Registered as an attorney at law (Daini Tokyo
Bar Association)
Joined Nozomi Sogo Attorneys at Law (current
position)
Assistant to Legal Training and ResearchInstitute of the Supreme Court (Civil Defense)
Law Lecturer, Rikkyo University Graduate
School of Law and Politics
Secretariat of Certification of Japan Law
Foundation
Specially Appointed Professor, Rikkyo
University Graduate School of Law and Politics
Instructor at Legal Training and ResearchInstitute of the Supreme Court (Civil Defense)
Corporate Auditor of Kachi System Products
Co., Ltd. (current position)
Specially Appointed Professor, Rikkyo
University Graduate School of Law and Politics
Deputy Chair of Regulatory Committee, Daini
Tokyo Bar Association (current position)
Outside Director, Artnature Inc. (current
position)

Number of theCompany’s shares
owned- shares[Reasons for selection as a candidate]
Takafumi Kiyonaga is well versed in corporate legal affairs as a lawyer and has experience as an Outside Director of a publicly
listed company. For these reasons, among others, he has sufficient insight to govern corporate management. Therefore, we expectthat he will contribute to ensuring the soundness of the Company’s management, and have nominated him as a candidate for
substitute Director who is an Audit and Supervisory Committee Member.
(Notes)1. There is no special interest between the candidate and the Company.
2. Takafumi Kiyonaga is a candidate for the role of substitute Director who is an Audit and Supervisory Committee Member.
3. If this proposal is approved and Takafumi Kiyonaga is appointed as Director who is an Audit and Supervisory Committee
Member, the Company will enter into an agreement with him to limit his liability for damages under Article 423, paragraph
1 of the Companies Act, pursuant to Article 427, paragraph (1) of the said Act. The maximum amount of liability fordamages under such agreement shall be the minimum liability amount stipulated in Article 425, paragraph (1) of theCompanies Act.
4. The Company has concluded a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act, which is scheduled to be renewed in October 2024. If this proposal isapproved and Takafumi Kiyonaga is appointed as Director who is an Audit and Supervisory Committee Member, he will
become an insured under such insurance policy. The insurance policy is designed to cover damages incurred by the insured
in the event that the insured is sued for damages during the insurance period due to acts (including omissions) committed
by the insured in the course of his/her duties as an officer of the Company, and the insured will be liable for damages andlitigation expenses.

- 13 -

Proposal 5

Amendment of Restricted Share-Based Remuneration Plan for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)

At the 33rd Annual General Meeting of Shareholders held on June 24, 2019, approval was given for Proposal 3,“Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)” for the purpose of providing incentive to sustainably improve the Company’s
corporate value and to further promote value-sharing with shareholders. The Company introduced the restricted
share-based remuneration plan (the “Plan”) for Directors excluding Directors who are Audit and Supervisory
Committee Members (“Eligible Director”), and it exists as approved above today. In this proposal, the Company
requests shareholder approval to amend the transfer restriction period of the Plan.
The Company proposes to amend the transfer restriction period of the Plan from “the period predetermined by theCompany’s Board of Directors, ranging from three years to five years, from the date of receiving share allocation”(the “Transfer Restriction Period”) to “the period from the date of receiving share allocation until the time ofretirement from office with a three-year tenure condition” for the purpose of achieving value-sharing withshareholders for as long as possible. In conjunction with such change in the Transfer Restriction Period, necessary
modifications will also be made to the lifting of transfer restrictions and treatment on retirement from office orresignation.
The above amendments are applicable to the shares with transfer restrictions to be granted in the fiscal year ending
March 31, 2025, and do not change the Transfer Restriction Period for the restricted shares already granted. There
are no changes to the content of the Plan aside from the revisions described above. If Proposal 2, “Election of Three
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members),” is approved as originallyproposed, the number of Eligible Directors will be three.
As a result of the deliberation by the Audit and Supervisory Committee, it has been determined that this proposal issuitable.
Overview of Restricted Share-Based Remuneration Plan
(The content to be amended if this proposal is approved is underlined.)
I. Maximum Number of Restricted Shares, Etc.
Based on the resolution of the Company’s Board of Directors, the Eligible Directors shall pay in all of themonetary remuneration claims to be paid under this proposal as property contributed in kind, and common sharesof the Company shall be issued or disposed of in return. The total number of common shares of the Company tobe issued or disposed of pursuant to this shall be within 50,000 shares per year (however, if there is a share split(including gratis allotment of common shares of the Company), a consolidation of shares, or any other event
which requires adjustment of the total number of common shares of the Company to be issued or disposed of as
restricted shares, such total number of common shares may be adjusted within reasonable limits.)
The amount to be paid per share shall be determined by the Board of Directors based on the closing price of theCompany’s common shares on the Tokyo Stock Exchange on the business day immediately preceding the date ofeach Board of Directors resolution (or the closing price of the immediately preceding trading day if no trading
was effected on that date) to an extent not particularly favorable to the eligible Directors who subscribe for suchcommon shares. In the issuing or disposing of common shares of the Company in this manner, the Company andthe Eligible Directors shall enter into an allotment agreement for restricted shares (hereinafter, “Allotment
Agreement”) that includes the following contents.
II. Matters Concerning Restricted Shares
The Company and the Eligible Directors shall conclude a restricted share allotment agreement (“Allotment
Agreement”). A general overview of what it contains is provided below.
(1) Transfer Restriction Period
The Company proposes to make the Transfer Restriction Period of the Plan “the period from the date ofreceiving share allocation until the time of retirement from office with a three-year tenure condition.” The- 14 -

Company’s common shares received during the allotment (“Allotted Shares”) shall not be transferred, havea security interest created in them, or be otherwise disposed of.
(2) Treatment on Retirement From Office
If an Eligible Director retires from the position predetermined by the Company’s Board of Directors during
the Transfer Restriction Period, the Company shall, by rights, acquire the Allotted Shares without contribution,
excluding cases where grounds for retirement are justifiable, such as the expiration of the term of office orretirement due to reaching retirement age (Grounds for Acquisition without Contribution).
(3) Lifting of Transfer Restriction
In addition to the provisions of (1) above, the Company shall lift the transfer restriction of all of the Allotted
Shares upon expiration of the transfer restriction period, provided that the Eligible Director has satisfied theperformance targets regarding consolidated operating profit and other metrics predetermined by theCompany’s Board of Directors in the event that the Eligible Director has remained continuously in theposition predetermined by the Company’s Board of Directors during the Transfer Restriction Period or in theevent that the Eligible Director has retired from a position provided for in (2) above during the Transfer
Restriction Period on the grounds of expiration of the term of office of a position predetermined by theCompany’s Board of Directors, retirement due to reaching retirement age, or other cases where grounds for
retirement are justifiable. Furthermore, the Company shall acquire, by rights, without contribution the
Allotted Shares on which the transfer restriction has not been lifted at the expiration of the Transfer
Restriction Period in accordance with the above provisions.
(4) Treatment During Reorganization, Etc.
Notwithstanding the provisions of (1) above, in the event that the matters relating to a merger agreement
under which the Company becomes a defunct company, a share exchange agreement or share transfer planunder which the Company becomes a wholly owned subsidiary, or other matters relating to reorganization,etc., are approved at a General Meeting of Shareholders of the Company (however, if the reorganization, etc.
does not require the approval of the Company’s General Meeting of Shareholders, the approval of theCompany’s Board of Directors) during the Transfer Restriction Period, the Company shall, by resolution of
the Board of Directors, lift the transfer restriction of the Allotted Shares, the number of which shall bereasonably determined based on the period from the beginning of the Restricted Transfer Period to the dateof approval of such organizational restructuring, etc., as well as the level of achievement of performancetargets provided for in (3), during the period from the start date of the transfer restriction period until theapproval date of such reorganization, etc. In cases specified above, the Company shall acquire, by rights,
without contribution the Allotted Shares on which the transfer restriction has not been lifted as of the time
immediately after the transfer restriction was lifted.
(5) Other Matters Specified by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in the Allotment
Agreement, the method for amending the Allotment Agreement, and other matters to be determined by the
Board of Directors shall be laid out in the Allotment Agreement.

(6) Other Matters
Other matters concerning the Allotment Agreement shall be determined by the Company’s Board of Directors.

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