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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translation.

(Securities code 9351)
June 9, 2023
Start date of measures for electronic provision: June 5, 2023
To Our Shareholders:
Masafumi Hara
Representative Director and President
TOYO WHARF & WAREHOUSE CO., LTD.
1-8-8 Harumi, Chuo-ku, TokyoNOTICE OF
THE 112TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 112th Annual General Meeting of Shareholders of TOYO WHARF &WAREHOUSE CO., LTD. (the “Company”), which will be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 112th Annual General Meeting of Shareholders” on the
Company’s website. Please access either of the following websites by using the corresponding internet
address shown below to review the information.
The Company’s website:
https://www.toyofuto.co.jp/ir/event/meeting.html (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9351/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address, enter and search for “TOYO WHARF &WAREHOUSE CO., LTD.” in “Issue name (company name)” or the Company’s securities code “9351” in“Code” and click “Search”, then click “Basic information” and select “Documents for public inspection/PR
information” under “Filed information available for public inspection”, click “Click here for access” under“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting]”,in order, and confirm contests).
If you do not attend the meeting on the day, you may exercise your voting rights via the internet or inwriting. Please review the attached Reference Documents for the General Meeting of Shareholders
and exercise your voting rights by 5:00 p.m. on Tuesday, June 27, 2023 (JST).
1. Date and Time:

Wednesday, June 28, 2023, at 10:00 a.m. (JST)

2. Venue:

Office Tower X rental conference room No. 2, 5th floor, Harumi Triton
Square Tower X
1-8-10 Harumi, Chuo-ku, Tokyo-1-3. Meeting Agenda:
Matters to be reported:
1.

The Business Report, Consolidated Financial Statements for theCompany’s 112th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Financial Auditor and the Audit and Supervisory
Committee regarding the Consolidated Financial Statements2.

Non-consolidated Financial Statements for the Company’s 112th Fiscal
Year (April 1, 2022 - March 31, 2023)

Matters to be resolved:
Proposal No. 1:

Appropriation of Surplus

Proposal No. 2:

Election of Eight Directors Who Are Not Audit and Supervisory
Committee Members

Proposal No. 3:

Election of Four Directors Who Are Audit and Supervisory Committee
Members

4. Instructions for Exercising Voting Rights:
Please refer to <Requests to Shareholders> below.

<Requests to Shareholders>•Shareholders are requested to exercise caution and make a careful judgment regarding theirattendance at this General Meeting of Shareholders, taking into consideration their own physicalcondition.

•

Staff members at the General Meeting of Shareholders will confirm their physical condition and wear
face masks when interacting with shareholders.

•

We may revise the measures outlined above depending on the situation regarding the spread of thevirus and announcements by the government or other institutions ahead of the General Meeting of
Shareholders. We would therefore ask that you check for information regarding this on the Company’s
website [https://www.toyofuto.co.jp] (in Japanese only).

○

When attending the meeting in person, please submit the voting form at the reception desk at themeeting venue.

○

At the general Meeting of Shareholders, regardless of whether or not there is a request of delivery of
the paper-based documents, a document stating the items of electronic provision measures will be sent
uniformly, however those documents do not include the following items in accordance with theprovisions of laws and regulations and Article 16 of the Company’s Articles of Incorporation.
(i) Notes to the Consolidated Financial Statements(ii) Notes to the Non-consolidated Financial Statements
Notes to the Consolidated Financial Statements and Notes to the Non-Consolidated Financial
Statements are included in both consolidated financial statements and audited financial statements
audited when the Audit and Supervisory Committee made the audit report and the Accounting Auditor
made an accounting Audit Report.

○

If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions
and the details of the matters before and after the revisions will be posted on each website.

○

When voting rights are exercised in writing, if there is no indication of approval or disapproval of the
proposal in the voting rights exercise form, it will be treated as approval.

-2-

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

Appropriation of Surplus

In accordance with our dividend policy, the Company proposes the appropriation of surplus as follows:
Year-end dividends(i)Type of dividend property
To be paid in cash.

(ii) Allotment of dividend property and its aggregate amountThe Company proposes to pay a dividend of ¥30 per common share of the Company.
In this event, the total dividends will be ¥227,007,270.
(iii) Effective date of dividends of surplus
June 29, 2023

-3-

Proposal No. 2:

Election of Eight Directors Who Are Not Audit and Supervisory Committee Members

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all eight Directors
who are not Audit and Supervisory Committee Members will expire. Therefore, the Company proposes theelection of eight Directors who are not Audit and Supervisory Committee Members.
As for this proposal, the review and examination processes and others in the voluntary Nomination andRemuneration Advisory Committee, which consists of a majority of outside independent Directors, were
examined by the Audit and Supervisory Committee of the Company based on the policy of electing
candidates for the role of Director, which resulted in finding that there were no matters requiring additionalcomments.
Candidates for the role of Director who is not an Audit and Supervisory Committee Member are as follows:
No.

Name

Current position and responsibilities in
the Company

Attendance atBoard ofDirectors
meetings

Gender1

Masafumi Hara

Representative Director and President

14/14 (100%)

Male

2

Shuichi Nishi

Senior Managing Director
General Manager of Kawasaki Branch
and Responsible for Port Transport Dept.

14/14 (100%)

Male

Takuro Hagiwara

Managing Director
Responsible for General Affairs Dept,
Accounting Dept., Information
Management Dept., Safety & Quality
Control Dept., Operations Audit Dept.
and Public Relations Dept.

14/14 (100%)

Male

Kouji Suzuki

Managing Director
General Manager of Higashi-Ogishima
Branch and Supervisor of Warehouses
and Transport

14/14 (100%)

Male

5

Shinji Mikami

Managing Director
General Manager of Operations Dept.,
Supervisor of Kansai･Chukyou Area,
Responsible for Fruit & Vegetable Sales
Dept., International Sales Dept.,
Corporate Planning Dept. and Digital
Promotion Dept.

14/14 (100%)

Male

6

Wataru Tominaga

Executive Officer and General Managerof Shibushi Branch

–

Male

7

Akio Tanaka

OutsideDirector
Independent

14/14 (100%)

Male

8

Tatsuyoshi Hori

Outside–Independent

–

Male

3

4

-4-

No.

Name
(Date of birth)

Masafumi Hara
(November 12, 1959)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1985
June 2009
June 2010

Male

1

Attendance at Board Apr. 2013of Directors
meetings:
14/14(100%)
Apr. 2014

Joined the Company
Executive Officer and General Manager of Corporate
Planning Dept.
Director, Executive Officer, General Manager ofOperations Dept., and in Charge of Sales Dept. andCorporate Planning Dept.
Director, Managing Executive Officer, General
Manager of Operations Dept., General Manager ofPort Transport Dept., and in Charge of Sales Dept.,
Fruit & Vegetable Sales Dept. and International Sales
Dept.
Representative Director and President (current
position)

Number of theCompany’s
shares owned

24,300shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Masafumi Hara, who currently serves as Representative Director and President, has abundant experience,achievements and insight as a corporate manager. Therefore, the Company nominates him as a candidate for therole of Director who is not an Audit and Supervisory Committee Member.
Nov. 1986
June 2010
Apr. 2014
Shuichi Nishi(January 16, 1961)

June 2014
Apr. 2016

Male

2

Attendance at Board Apr. 2017of Directors
meetings:
June 2021
14/14(100%)
Apr. 2022

Apr. 2023

Joined the Company
Executive Officer and General Manager of Shibushi
BranchExecutive Officer and General Manager of Kawasaki
BranchDirector, Executive Officer, and General Manager ofKawasaki Branch
Director, Executive Officer, General Manager ofKawasaki Branch, and Responsible for and in Chargeof Port Transport Dept.
Director, Managing Executive Officer, General
Manager of Kawasaki Branch, and General Manager
of Port Transport Dept.
Managing Director, General Manager of Kawasaki
Branch, and General Manager of Port Transport Dept.
Senior Managing Director, General Manager ofKawasaki Branch, and General Manager of Port
Transport Dept.
Senior Managing Director, General Manager ofKawasaki Branch, and Responsible for Port Transport
Dept. (current position)

7,600
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shuichi Nishi has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Shibushi Branch and General Manager of Kawasaki
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an Audit andSupervisory Committee Member.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
June 2009
June 2010

Apr. 2014

Apr. 2015
Takuro Hagiwara(September 15, 1959) Apr. 2020
Male

3

Attendance at Boardof Directors
June 2021
meetings:
14/14(100%)
Apr. 2022

Apr. 2023

Joined the Company
Executive Officer and General Manager of Accounting
Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept. and Facility Maintenance Dept.
Director, Executive Officer, General Manager of
Accounting Dept., and in Charge of Information
System Dept.
Director, Managing Executive Officer and General
Manager of Accounting Dept.
Director, Managing Executive Officer, General
Manager of Safety & Quality Control Dept., andResponsible for General Affairs Dept., Accounting
Dept., Information System Dept. and Operations Audit
Dept.
Managing Director, General Manager of Safety &Quality Control Dept., and Responsible for General
Affairs Dept., Accounting Dept., Information System
Dept. and Operations Audit Dept.
Managing Director, General Manager of Safety &Quality Control Dept., and Responsible for General
Affairs Dept., Accounting Dept., Information System
Dept., Operations Audit Dept. and Public Relations
Dept.
Managing Director, Responsible for General Affairs
Dept., Accounting Dept., Information Management
Dept., Safety & Quality Control Dept., Operations
Audit Dept. and Public Relations Dept. (current
position)

Number of theCompany’s
shares owned

8,000
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Takuro Hagiwara has abundant experience, achievements and insight in corporate management through his many
years of business execution in administrative divisions. Therefore, the Company nominates him as a candidate forthe role of Director who is not an Audit and Supervisory Committee Member.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Apr. 2013
Apr. 2015

Kouji Suzuki(January 23, 1960)
June 2016
Male

4

Attendance at Board Apr. 2018of Directors
meetings:
14/14
Apr. 2019(100%)
Apr. 2023

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport in Keihin Area
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, Supervisor of Warehouses
and Transport and Responsible for Kashima Branch
Director, Executive Officer, General Manager ofHigashi-Ogishima Branch, and Supervisor of
Warehouses and Transport
Managing Director, General Manager of HigashiOgishima Branch, and Supervisor of Warehouses andTransport (current position)

Number of theCompany’s
shares owned

6,100
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Kouji Suzuki has abundant experience, achievements and insight in the business operations of the Company and in
the logistics industry having served as General Manager of Hakata Branch and General Manager of HigashiOgishima Branch. Therefore, the Company nominates him as a candidate for the role of Director who is not an
Audit and Supervisory Committee Member.
Apr. 1987
Apr. 2014

Jan. 2015
Shinji Mikami(March 21, 1965)

Apr. 2016

Male

5

Attendance at Board June 2017of Directors
meetings:
Apr. 2018
14/14(100%)

Apr. 2023

Joined the Company
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., General Manager of Fruit &Vegetable Dept. of Kawasaki Branch, and General
Manager of Oi Office
Executive Officer, General Manager of Fruit &Vegetable Sales Dept., and General Manager of Fruit& Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager of Fruit& Vegetable Sales Dept., and General Manager ofFruit & Vegetable Dept. of Kawasaki Branch
Director, Executive Officer, General Manager ofOperations Dept., and Responsible for Fruit &Vegetable Sales Dept., International Sales Dept. andCorporate Planning Dept.
Managing Director, General Manager of Operations
Dept., Supervisor of Kansai･Chukyou Area,
Responsible for Fruit & Vegetable Sales Dept.,
International Sales Dept., Corporate Planning Dept.
and Digital Promotion Dept. (current position)

5,500
shares[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Shinji Mikami has abundant experience, achievements and insight in the business operations of the Company andin the logistics industry through his many years of business execution in sales divisions. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company

Wataru Tominaga Apr. 1990
(December 13, 1967) Apr. 2020
Male

6

Number of theCompany’s
shares owned

Joined the Company
Executive Officer and General Manager of Shibushi
Branch (current position)
3,300
sharesAttendance at Boardof Directors
meetings:–[Reasons for nomination as candidate for the role of Director who is not an Audit and Supervisory Committee
Member]Currently, Wataru Tominaga is General Manager of Shibushi Branch and has abundant experience, achievements
and insight in the business operations of the Company and in the logistics industry. Therefore, the Company
nominates him as a candidate for the role of Director who is not an Audit and Supervisory Committee Member.
Apr. 1979
Apr. 2008
Apr. 20107

Akio Tanaka(July 14, 1956)

Apr. 2012

Male
OutsideIndependent

Apr. 2013
Apr. 2015

Attendance at Boardof Directors
Apr. 2018
meetings:
14/14
June 2019(100%)
June 2019
Apr. 2021
June 2021

Joined The Dai-ichi Mutual Life Insurance Company
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureau
Executive Officer, Chief General Manager of Western
Market, and General Manager of Kyushu Sales Bureauof The Dai-ichi Life Insurance Company, Limited
Managing Executive Officer, Chief General Manager
of Western Market, and General Manager of WestJapan Sales Bureau
Managing Executive Officer and General Manager ofNagoya Operations Bureau
Managing Executive Officer and General Manager of
Chubu Operations Bureau
Representative Director and President of NIHONBUSSAN Corporation
Director of the Company (current position)
Outside Director of Daiwa Motor Transportation Co.,
Ltd. (current position)
Director and Chairman of NIHON BUSSAN
Corporation
Advisor of The Dai-ichi Life Insurance Company,
Limited0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Akio Tanaka has experience serving as Managing Executive Officer of The Dai-ichi Life Insurance Company,
Limited, a shareholder of the Company, and as Representative Director and President at NIHON BUSSAN
Corporation. In light of his abundant experience, achievements and insight as a corporate manager, the Company
nominates him as a candidate for the role of outside Director who is not an Audit and Supervisory Committee
Member in the expectation that he will supervise the Company’s management.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Sept. 2010
Nov. 2011

Tatsuyoshi Hori
(April 20, 1975)
Male
OutsideIndependent

8

June 2015
Jan. 2016
May 2016
Apr. 2018

Attendance at Board Nov. 2020of Directors
meetings:
Apr. 2021–
Oct. 2021
Apr. 2022

General Manager of Hori Patent OfficeDirector of TOKO SOKEN CO., LTD. (current
position)
Joined TOKO ENGINEERING CONSULTANTS
CO., LTD.
General Manager of Osaka Branch
Executive Officer and General Manager of Osaka
BranchExecutive Officer and General Manager of Kyusyu
BranchDirector, Executive Officer and General Manager ofKyusyu Branch
Director, Executive Officer and General Manager ofBusiness Dept. of the Head OfficeDirector
Managing Director, General Manager of Overseeing
Dept. (current position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of outside Director who is not an Audit and Supervisory
Committee Member and overview for expected role as an outside Director]
Tatsuyoshi Hori is Managing Director of TOKO ENGINEERING CONSULTANTS CO., LTD., a shareholder of
the Company. In light of his abundant experience, achievements and insight as a corporate manager, the Company
nominates him as a candidate for the role of outside Director who is not an Audit and Supervisory Committee
Member in the expectation that he will supervise the Company’s management.
Notes:
1.

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

2.

Akio Tanaka and Tatsuyoshi Hori are candidates for the role of outside Director who is not an Audit and Supervisory
Committee Member.

3.

Akio Tanaka is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will havebeen four years.

4.

The Company has entered into agreements to limit the liability for damages with Akio Tanaka, pursuant to the provisionsof Article 427, paragraph (1) of the Companies Act. If the reelection of Akio Tanaka is approved, the Company plans torenew the aforementioned agreements with him. If the election of Tatsuyoshi Hori is approved, the Company plans toenter into similar liability insurance policy with the candidate. The outline of the agreement is as follows•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

5.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Akio Tanaka have been designated as
independent officers as provided for by the aforementioned exchange.

6.

Tatsuyoshi Hori satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc., andthe Company plans to submit notification concerning his designation as an independent officer if his appointment isapproved.

7.

The Company has entered into indemnity agreements with Masafumi Hara, Shuichi Nishi, Takuro Hagiwara, Kouji
Suzuki, Shinji Mikami, and Akio Tanaka as stipulated in Article 430-2, paragraph (1) of the Companies Act. Under said
indemnity agreements, expenses as provided for by item (1) of paragraph (1) of the same article and losses as provided
for by item (2) of the same paragraph shall be indemnified by the Company within the scope provided for by laws andregulations. If each candidate’s reelection is approved, the aforementioned agreements with each candidate will be
continued. In addition, if the appointment of Wataru Tominaga and Tatsuyoshi Hori is approved, similar indemnity
agreements will be concluded.

8.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company and the insurance policy covers the legally mandated
amount of indemnification and litigation expenses that are absorbed by all Directors who are not Audit and Supervisory
Committee Members and that are assumed by insureds. If each candidate is appointed to the role of Director who is not
an Audit and Supervisory Committee Member, each candidate will be included as the insured under this insurance-9-policy. For all of the insured persons, the Company bears all of the insurance premium. In addition, the Company plansto renew the insurance policy during their terms of office.

- 10 -

Proposal No. 3:

Election of Four Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all three Directors
who are Audit and Supervisory Committee Members will expire. Therefore, in order to strengthen andenhance the audit system, we would like to increase the number of directors by one and request theappointment of four directors who are Audit and Supervisory Committee members.
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:
No.

Name

Current position and responsibilities
in the Company

Attendance at Attendance atBoard ofthe Audit andGenderDirectors
Supervisory
meetings:
Committee

Director
Supervisor of Kyushu Area

14/14 (100%)1

Tetsuo Yamaguchi

2

Hiroki Yamamoto

OutsideOutside Director
Independent (Audit and Supervisory Committee)

3

Hideyuki Tokita

Outside–Independent

–

–

Male

4

Naoko Sugimoto

Outside–Independent––

Female- 11 -–

14/14 (100%) 14/14 (100%)

Male

Male

No.

Name
(Date of birth)

Tetsuo Yamaguchi(July 20, 1957)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Apr. 1981
June 2010
Apr. 2013

Male
June 2014
Attendance at Boardof Directors
Sept. 2016
meetings:
14/14
Apr. 2019(100%)
1

Attendance at the
Audit andSupervisory
Committee–

Apr. 2020

June 2021
Apr. 2023

Joined the Company
Executive Officer and General Manager of Hakata
BranchExecutive Officer and General Manager of Osaka
BranchDirector, Executive Officer, and General Manager of
Osaka Branch
Director, Executive Officer, General Manager of
Osaka Branch, and Supervisor of Kyushu Area
Director, Executive Officer, and General Manager of
Osaka Branch
Director, Managing Executive Officer, General
Manager of Osaka Branch, and Supervisor of Kyushu
Area
Managing Director, General Manager of Osaka
Branch, and Supervisor of Kyushu Area
Director, Supervisor of Kyusyu Area (current position)

Number of theCompany’s
shares owned

7,100
shares[Reasons for nomination as candidate for the role of Director who is an Audit and Supervisory Committee Member]
Tetsuo Yamaguchi has abundant experience, achievements and insight in the business operations of the Company
and in the logistics industry having served as General Manager of Hakata Branch and General Manager of Osaka
Branch. Therefore, the Company nominates him as a candidate for the role of Director who is an Audit andSupervisory Committee Member.
Hiroki Yamamoto(March 12, 1968)
Male
OutsideIndependent

Apr. 1998
Apr. 1998
Apr. 2009
Feb. 2012

Attendance at Board
Feb. 2014of Directors
meetings:
June 2019
14/14
June 2021(100%)
2

Registered as an attorney-at-law
Joined Hara Takeshita Law Office (currently Hara
Godo Law Office)Joined Hara Godo Law Office as a Partner (current
position)
Outside Audit & Supervisory Board Member of
UNION TOOL CO.
Outside Director (current position)
Audit & Supervisory Board Member of the Company
Outside Director (Audit and Supervisory Committee
Member) (current position)

0 shares

Attendance at the
Audit andSupervisory
Committee
14/14(100%)[Reasons for nomination as candidate for the role of outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Hiroki Yamamoto is well versed in corporate financial and legal affairs as an attorney-at-law and has sufficientinsight into the governance of corporate management. Therefore, the Company nominates him as a candidate forthe role of outside Director who is an Audit and Supervisory Committee Member in the expectation that he willsupervise and audit the Company’s management.
Although he has never been involved in the management of a company in any way other than an outside officer inthe past, he has been judged to be able to appropriately perform his duties as an outside Director for the above
reasons.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities in the Company, andsignificant concurrent positions outside the Company
Oct. 1998

Hideyuki Tokita(September 22, 1972)
Male
OutsideIndependent

Apr. 2002
Feb. 2018
Mar. 2018
Apr. 2018

Feb. 2019
Attendance at Board
Feb. 2019of Directors
meetings:–
Apr. 2020
3

Attendance at the
Audit andSupervisory
Committee–

Mar. 2021
Mar. 2022
Mar. 2022
Apr. 2022

Joined Showa Ota & Co. (currently Ernst & Young
ShinNihon LLC)
Registered as a certified public accountant
Representative Director of Tokita Business Partners,
Co., Ltd. (current position)
Representative of Hideyuki Tokita Certified Public
Accountant Office (current position)
Outside Audit & Supervisory Board Member of
Stylagy, Co., Ltd. (current position)
Director, Audit and Supervisory Committee Memberof ACTCALL INC.
Auditor of Tsunagu Inochi Foundation (current
position)
Director, Audit and Supervisory Committee Memberof Kamakura Shinsho, Ltd.
Outside Audit & Supervisory Board Member of Ishin,Co., Ltd. (current position)
Outside Audit & Supervisory Board Member of House
Boat Club Co., Ltd. (current position)
Outside Audit & Supervisory Board Member ofAgeplus, Ltd. (current position)
Director and CFO of Kamakura Shinsho, Ltd. (current
position)

Number of theCompany’s
shares owned

0 shares[Reasons for nomination as candidate for the role of outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Hideyuki Tokita is well versed in corporate financial affairs as a certified public account and has sufficient insight
into the governance of corporate management. Therefore, the Company nominates him as a candidate for the role ofoutside Director who is an Audit and Supervisory Committee Member in the expectation that he will supervise andaudit the Company’s management.
Naoko Sugimoto
Sept. 2002
(November 23, 1966)
Mar. 2005
FemaleApr. 2005
OutsideIndependent

Joined Sugimoto Accounting Firm (Takao Sugimoto
Tax Accountant Office)Registered as a tax accountant
Representative of Sugimoto Accounting Firm (Naoko
Sugimoto Tax Accountant Office) (current position)

Attendance at Boardof Directors
meetings:–
40 shares

Attendance at the
Audit andSupervisory
Committee–[Reasons for nomination as candidate for the role of outside Director who is an Audit and Supervisory Committee
Member and overview for expected role as an outside Director]
Naoko Sugimoto is well versed in corporate financial affairs as a tax accountant and has sufficient insight into thegovernance of corporate management. Therefore, the Company nominates her as a candidate for the role of outside
Director who is an Audit and Supervisory Committee Member in the expectation that she will supervise and audit
the Company’s management.
Although she has never been involved in the management of a company in any way other than an outside officer inthe past, she has been judged to be able to appropriately perform her duties as an outside Director for the above
reasons.

Notes:
1.

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

- 13 -

2.

Hiroki Yamamoto, Hideyuki Tokita, and Naoko Sugimoto are candidates for the role of outside Director who is an Audit
and Supervisory Committee member.

3.

Hiroki Yamamoto is currently an outside Director of the Company, and at the conclusion of this meeting, his tenure will
have been two years. In addition, he has been an Auditor of the Company in the past.

4.

The Company has entered into agreements to limit the liability for damages with Hiroki Yamamoto, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act. If the reelection of Hiroki Yamamoto is approved, theCompany plans to renew the aforementioned agreements with him. If the election of Hideyuki Tokita and Naoko
Sugimoto is approved, the Company plans to enter into similar liability insurance policy with the candidate. The outlineof the agreement is as follows•

If an outside Director is liable for any damages arising from their negligence to the Company, that liability shall belimited to the minimum liability amount stipulated by laws and regulations.

•

The above limitation of liability shall be applied only when the relevant outside Director acted in good faith andwithout gross negligence in performing the duties giving rise to liabilities.

5.

The Company has submitted notification to Tokyo Stock Exchange, Inc. that Hiroki Yamamoto has been designated as
independent officers as provided for by the aforementioned exchange.

6.

Hideyuki Tokita and Naoko Sugimoto satisfies the requirements for an independent officer as provided for by Tokyo
Stock Exchange, Inc., and the Company plans to submit notification concerning their designation as an independent
officer if the election of each candidate is approved.

7.

The Company has entered into indemnity agreements, pursuant to the provisions of Article 430-2, paragraph (1) of theCompanies Act, with Tetsuo Yamaguchi and Hiroki Yamamoto. Under said indemnity agreements, expenses as provided
for by item (1) of paragraph (1) of the same article and losses as provided for by item (2) of the same paragraph shall be
indemnified by the Company within the scope provided for by laws and regulations. if each candidate’s reelection isapproved, the aforementioned agreements with each candidate will be continued. If election of Hideyuki Tokita andNaoko Sugimoto is approved, the Company plans to enter into similar indemnity agreements with the candidate.

8.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company and the insurance policy covers the legally mandated
amount of indemnification and litigation expenses that are absorbed by all Directors who are Audit and Supervisory
Committee Members and that are assumed by insureds. If each candidate is appointed to the role of Director who is an
Audit and Supervisory Committee Member, each candidate will be included as the insured under this insurance policy.
For all of the insured persons, the Company bears all of the insurance premium. In addition, the Company plans to renew
the insurance policy during their terms of office.

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ReferenceStandards of Independence for Outside Directors
In the election of candidates for the role of outside Director, the independence requirements established by
Tokyo Stock Exchange shall be satisfied, and candidates for the role of outside Director of the Company
shall, in principle, not fall under any of the items below.
(1) An executing person of the Company or its subsidiary (hereinafter referred to as “the Group”)(*1)(2) A major business partner(*2)
A person whose major business partner is the Group(*3) or an executing person of such a legal
entity, etc.



A person who is a major business partner of the Group(*3) or an executing person of such a legal
entity, etc.



An executing person of a financial or other institution that is essential to the Company’s
financing and on whom the Company is dependent to the extent that there is no substitute.

(3) A professional(*2)
A consultant, accounting professional, or legal professional who has received a large amount ofmoney or other properties from the Group, other than as compensation for being a DirectorA person belonging to a law firm, accounting office, consulting company, or any otherprofessional service provider that has received a large amount of money or other properties fromthe Group(4) Donation
A person who receives a large donation, etc. from the Group or an executing person of the person(5) Major shareholder(*4)
A person who is a major shareholder or an executing person of such a legal entity, etc.
(6) Immediate family members
An immediate family member (spouse or a relative within the second degree of kinship) of any of thepersons listed below (excluding an insignificant person):

A person who falls under any of items (1) to (5) above

Director, Auditor, Executive Officer, or employee of the Group(*1)

This means a person who has fallen under the item in the past ten business years.

(*2)

This means a person who has fallen under the item in the past one business year.

(*3)

This means a person whose business with the Group has a significant influence on the viabilityof the person’s company or the business of the Group.

(*4)

This means a person or legal entity which holds the Company’s shares with 10% or more of thetotal voting rights.

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Reference
Nomination and Remuneration Advisory Committee
The Company has established a voluntary Nomination and Remuneration Advisory Committee, which
consists of a majority of outside independent Directors, in order to strengthen fairness, transparency, andobjectivity in procedures regarding nomination, remuneration, etc. of Directors, enhance the supervisory
function of the Board of Directors, and further improve its corporate governance system.
(1) Roles of the Nomination and Remuneration Advisory Committee
The Committee reviews the matters listed below or other matters about which the Board of Directors
consults the Committee, and provides reports to the Board of Directors.
Matters concerning the election and dismissal of Directors

Matters concerning remuneration, etc. for Directors

Other matters that are considered necessary by the Board of Directors(2) Composition of the Nomination and Remuneration Advisory Committee


The Committee shall consist of three or more Directors selected by the Board of Directors.

The majority of the Committee shall consist of outside independent Directors.

Candidates for the role of Director who is not an Audit and Supervisory Committee Member are
decided by the Board of Directors, based on the report by the voluntary Nomination and Remuneration
Advisory Committee.

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(Planned) Director Skill Matrix after This Annual General Meeting of Shareholders

Name

CompliNominaance/Risktion andFinancial Human
IT/DigiCorporate
ESG/Susmanage- Sales/ InternaRemuaccount- resource/
tal/TechmanagePosition in the Company
tainability
ment/ Marketing tionality
nerationLabor
ing
nologyment
Legal
Advisoryaffairs
Committee

Representative
Director and President
Senior Managing
Director
Managing Director
Managing Director
Managing Director
Director, Executive
Officer

1

Masafumi Hara2

Shuichi Nishi

3
4
5

Takuro Hagiwara
Kouji Suzuki
Shinji Mikami

6

Wataru Tominaga

7

Akio Tanaka

Outside Director

8

Tatsuyoshi Hori

9

Tetsuo Yamaguchi

10

Hiroki Yamamoto

11

Hideyuki Tokita

12

Naoko Sugimoto

Outside Director
Director, Full-time
Audit and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member
Outside Director, Audit
and Supervisory
Committee Member●●(Chairman)
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It does not represent all the skills and experiences possessed by each Director.

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