This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 3762
June 7, 2023
(Electronic provisional measures commence on June 1, 2023)
To Shareholders with Voting Rights:
Takashi Yuri
President and CEO
TECHMATRIX CORPORATION
2-70 Konan 1-chome, Minato-ku,
Tokyo, JapanNOTICE OF
THE 39th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 39th Annual General Meeting of Shareholders of TECHMATRIXCORPORATION (the “Company”) will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing, via the Internet, orother means. Please review the Reference Documents for the General Meeting of Shareholders in the matterssubject to the electronic provision measures and exercise your voting rights no later than 5:30 on p.m. on
Thursday, June 22, 2023.
1. Date and Time:

Friday, June 23, 2023 at 2:00 p.m. Japan time (Reception will start at 1:00 p.m.)

2. Place:

Conference room on 3rd floor, SHINAGAWA SEASON TERRACE
2-70 Konan 1-chome, Minato-ku, Tokyo, Japan* Please be advised that the meeting will be held at a different venue from theprevious year.

3. Meeting Agenda:
Matters to be reported:1. Business Report and Consolidated Financial Statements for the Company’s
39th Fiscal Year (April 1, 2022–March 31, 2023) and results of audits by
the Accounting Auditor and the Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 39th Fiscal Year
(April 1, 2022–March 31, 2023)
Proposals to be resolved:
Election of Seven (7) Directors (Excluding Directors Who Are Audit &Proposal 1:
Supervisory Committee Members)
Election of Four (4) Directors Who Are Audit & Supervisory Committee
Proposal 2:
Members-1-

1.

Electronic provision measures of the Reference Documents, etc. for the General Meeting of
Shareholders
When convening this General Meeting of Shareholders, the Company has taken measures forproviding information in electronic format (the “electronic provision measures”) and has posted
matters subject to the electronic provision measures on the following websites under “The 39th
Ordinary General Meeting of Shareholders.” (Meanwhile, for this General Meeting of Shareholders,the Company will send paper copies of the matters subject to electronic provision measures to allshareholders as in the previous years regardless of whether or not they made a request for deliveryof documents.)
The Company’s website:
https://www.techmatrix.co.jp/en/ir/event/event_03.html
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the name or stock exchange code (3762) of the Company andclick on “Search” to find search results. Then, click on “Basic information” and “Documents for
public inspection/PR information” in this order.

2.

Amendments to the Reference Documents, etc. for the General Meeting of Shareholders
When any amendments are made to the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, and Non-consolidated Financial
Statements, such amendments will be posted on the websites stated in 1 above.

3.

Precautions when attending the meeting(1) Whether or not to wear a mask as an infection prevention measure is left to the decision ofindividual shareholders who attend the meeting. If you have a fever, cough, or other symptoms,
please refrain from attending the meeting in person.
(2) Please be advised that no souvenirs will be provided to attending shareholders.

4.

Live streaming (Available only in Japanese)
This Annual General Meeting of Shareholders will be streamed live online. Shareholders who watch
the live streaming will not be able to participate the resolutions on the day of the General Meetingof Shareholders. Therefore, we kindly ask them to exercise their voting rights in advance. Please beadvised that we will not respond to inquiries about how to access the Internet or how to view thelive streaming.
https://youtube.com/live/OKnzpjlbh7I-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The term of office of all seven (7) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same shall apply throughout this Proposal) will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, we hereby propose to electseven (7) Directors. The seven (7) candidates for Director consist of five (5) males and two (2) females.
The Company recognizes that the highest priority issue is to improve its medium-to long-term
corporate value through sustainable growth and enhanced stability of its business. Individuals with thefollowing abilities are therefore selected as candidates for Director: familiar with the Company’s businesswith strategic thinking; insightful into technological advances; knowledgeable about compliance andinternal control; well-informed about the markets facing the Company; and experienced andknowledgeable about corporate finance and management.
The Company has established the “Personnel Committee,” a voluntary committee that consists ofPresident and two Outside Directors (Audit & Supervisory Committee Members who are Independent
Officers). The Personnel Committee discusses and nominates candidates for election as Directors as well
as discusses and decides on proposals on remuneration for Directors and Directors subject to removal.
Based on the nomination proposal formulated by the Personnel Committee, the Board of Directors
decides on candidates as a proposal to be submitted to the General Meeting of Shareholders.
In determining the Company’s opinions to be expressed at the General Meeting of Shareholders
regarding the election, removal or resignation of Directors who are not Audit & Supervisory Committee
Members, the Audit & Supervisory Committee expressed its opinion that each of the candidates isqualified to serve as Director of the Company after due consideration of his/her extensive experience andabilities in addition to the status of execution of his/her duties and the business performance during the
fiscal year under review.
The candidates for Director are as follows:

-3-

No.

Name

Current positions and responsibilities at the Company

1

Takashi Yuri

[Reappointment]

President
Chief Executive Officer

2

Yoshihisa Yoda

[Reappointment]

Director
Senior Executive Operating Officer
Head of Medical System Business Unit

[Reappointment]

Director
Senior Executive Operating Officer
Head of Information Infrastructure Business UnitManager of Network Security Division

3

Takaharu Yai

4

Takeshi Suzuki[Reappointment]

Director
Senior Operating Officer
Head of Application Services Business UnitManager of CRM Solution Division

5

Hiroaki Yasutake[Reappointment][Outside][Independent]

Director

6

Michi Kaifu[Reappointment][Outside][Independent]

Director

7

Ari Horie[Reappointment][Outside][Independent]

Director

-4-

No.

Name
(Date of birth)

Takashi Yuri
(September 24, 1960)
1[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983

Joined Nichimen Corporation (currently Sojitz
Corporation)

June 1987

Transferred to the Company

September 1996

General Manager of Advanced System Sales
Department

March 1998

Director

March 2000

Joined the Company

April 2000

President
Director, FinancialCAD Corporation
President and Chief Executive Officer, theCompany (to present)

July 2004

August 2007
Attendance at the Boardof Directors meetings: September 2007
100% (13/13)
August 2009

Number ofshares of theCompany held

320,400 shares

Executive member, Ichigo LLC
Director, CROSS HEAD. (to present)
Director, CASAREAL, Inc.

[Reason for nomination as a candidate for Director]
Mr. Takashi Yuri has served as President of the Company for many years and has driven forward the expansionof the Company’s business performance through the management policy and strategy based on an accurate
grasp of the business environment. He has a wealth of experience and outstanding knowledge of the overallmanagement of the Company. Therefore, we propose to reelect him as a candidate for Director in order for theGroup to achieve further growth.

-5-

No.

2

Name
(Date of birth)

Yoshihisa Yoda
(April 19, 1964)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987

Joined Nichimen Corporation (currently Sojitz
Corporation)

March 1990

Transferred to the Company

April 2000

Joined the Company as General Manager ofAdvanced System Sales Department

June 2001

Director and General Manager of Advanced
System Sales Department

July 2004

Director, Operating Officer and General Manager
of Advanced System Sales Department

July 2005

Director, Operating Officer and Manager ofMedical Systems Division

June 2012

Director, Senior Operating Officer and Manager
of Medical Systems Division

April 2017

Director, Senior Operating Officer, Head ofApplication Services Business Unit and Manager
of Medical Systems Division

April 2017

CEO, Ichigo LLC

April 2018

Director, Senior Operating Officer and Head ofApplication Services Business Unit, the Company

Attendance at the Boardof Directors meetings:
100% (13/13)

Number ofshares of theCompany held

201,300 shares

President and Chief Executive Officer, NOBORILtd.
CEO and Executive member, Ichigo LLC (topresent)
February 2019

Director, A-Line Co. Ltd.

April 2022

Representative Director, PSP Corporation (topresent)

May 2022

Director, Senior Executive Officer and Head ofMedical System Business Unit, the Company (topresent)[Reason for nomination as a candidate for Director]
Mr. Yoshihisa Yoda has led the business related to the application services sector for many years and has
played a leading role in launching, expanding and reforming the medical systems business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

-6-

No.

3

Name
(Date of birth)

Takaharu Yai(December 27, 1965)[Reappointment]
Attendance at the Boardof Directors meetings:
92% (12/13)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988

Joined Nichimen Corporation (currently Sojitz
Corporation)

June 1993

Transferred to the Company

May 2001

Joined the Company

July 2005

General Manager of Network Integration Sales
Department

October 2007

Head of Network Security Sales Division

August 2008

Manager of Network Security Division

September 2008

Director, Cross Head

June 2009

Director, Operating Officer and Manager of
Network Security Division, the Company

June 2012

Director, Senior Operating Officer and Manager of
Network Security Division

June 2015

Vice President, Cross Head (to present)

April 2017

Director, Senior Operating Officer, Head ofInformation Infrastructure Business Unit andManager of Network Security Division, theCompany

June 2020

Director, OCH Co., Ltd. (to present)

May 2022

Director, Senior Executive Operating Officer,
Head of Information Infrastructure Business Unit
and Manager of Network Security Division, theCompany (to present)

Number ofshares of theCompany held

129,300 shares[Reason for nomination as a candidate for Director]
Mr. Takaharu Yai has led the business related to network security for many years and has played a leading rolein expanding the Information Infrastructure Business Unit and making it our core business. He has experienceand outstanding knowledge of the overall management of the Company. Therefore, we propose to reelect him
as a candidate for Director in order for the Group to achieve further growth.

-7-

No.

4

Name
(Date of birth)Takeshi Suzuki(January 21, 1967)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989

Joined Nichimen Corporation (currently Sojitz
Corporation)

January 1992

Transferred to the Company

April 2000

Joined the Company

July 2005

General Manager of Advanced System Sales
Department

October 2007

Manager of CRM Solution Division

June 2009

Operating Officer and Manager of CRM Solution
Division

June 2016

Director, Operating Officer and Manager of CRM
Solution Division

April 2017

Director, Operating Officer, Deputy Head ofApplication Services Business Unit and Manager of
CRM Solution Division

June 2017

Director, CASAREAL, Inc. (to present)

Attendance at the Board July 2021
of Directors meetings:
100% (13/13)
May 2022

October 2022

Number ofshares of theCompany held

84,400 shares

Director, WISESIGHT (THAILAND) Co., Ltd. (topresent)
Director, Senior Operating Officer, Head ofApplication Services Business Unit and Manager of
CRM Solution Division, the Company (to present)
Director, Choco Card Enterprise Co., Ltd. (topresent)[Reason for nomination as a candidate for Director]
Mr. Takeshi Suzuki has led the CRM solution business for many years and has served as Operating Officer toplay a leading role in expanding the said business. He has experience and outstanding knowledge of the overallmanagement of the Company. Therefore, we propose to reelect him as a candidate for Director in order for theGroup to achieve further growth.

-8-

No.

Name
(Date of birth)

Hiroaki Yasutake(July 2, 1971)
5[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
April 1997

Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

October 1998

Joined Rakuten, Inc. (currently Rakuten Group,Inc.)

May 2005

Executive Officer, Rakuten, Inc.

March 2007

Director and Executive Officer, Rakuten, Inc.

April 2007

Director and Managing Executive Officer,
Rakuten, Inc.

June 2010

Director and Managing Executive Officer deputy
in charge of DU, Rakuten, Inc.

June 2013

Outside Director, the Company (to present)

January 2014

Director and Managing Executive Officer incharge of DU, Rakuten, Inc. (currently Rakuten
Group, Inc.)

January 2016

Representative employee, Cardinal LLC (topresent)

Attendance at the Board September 2016of Directors meetings:
February 2022
100% (13/13)

Number ofshares of theCompany held

0 sharesCo-founder and CSO, Junify Corporation
External Director, Money Forward, Inc. (topresent)

July 2022

CEO, Junify Corporation (to present)

March 2023

Outside Director, Novarca Inc. (to present)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Hiroaki Yasutake has a wealth of experience and outstanding knowledge in the Internet business andsystem development field. As we expect him to provide effective advice and opinions on the Company’s
management from a technological perspective and from a standpoint independent of the management team, we
propose to reelect him as a candidate for Outside Director. He is currently registered as an Independent Officerof the Company.

-9-

No.

Career summary, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)
April 1983

Joined Honda Motor Co., Ltd.

June 1988

Joined Bain & Company, Inc.

Number ofshares of theCompany held

September 1989 Joined NIPPON TELEGRAPH AND
TELEPHONE CORPORATION

Michi Kaifu(March 12, 1960)
6[Reappointment][Outside][Independent]

May 1996

Director, Business Development, NextWave
Telecom Inc.

August 1998

Chief Executive Officer, Started ENOTECH
Consulting, LLC. (to present)

June 2020

Outside Director, the Company (to present)

0 shares

September 2021 Visiting Professor, Seikei University (to present)

Attendance at the Boardof Directors meetings:
92% (12/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Michi Kaifu has a wealth of experience and outstanding knowledge in the Internet business and emerging
technologies field. As we expect her to provide effective advice and opinions on the Company’s managementfrom the perspective of management strategy as an entrepreneur and consultant and from a standpoint
independent of the management team, we propose to reelect her as a candidate for Outside Director. She iscurrently registered as an Independent Officer of the Company.

- 10 -

No.

Name(Date of birth)

Ari Horie(May 22, 1972)
7[Reappointment][Outside][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
June 1997

Joined International Business Machines
Corporation

1999

Joined Prio, Inc. (currently Blucora, Inc.)

2000

Director of Marketing, Quious, Inc.

2001

Director of Product Marketing, Quaartz, Inc.
(currently Appiant Technologies, Inc.)

2002

Chief Executive Officer, Started Amity
International, LLC.

January 2013

Founder and Chief Executive Officer, Women’sStartup Lab, Inc. (to present)

September 2019

Director, Japan Innovation Network

June 2020

Outside Director, the Company (to present)

Number ofshares of theCompany held

0 shares

Attendance at the Boardof Directors meetings:
77% (10/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Ari Horie offers a training program for women entrepreneurs in Silicon Valley, U.S. and has a wealth ofexperience and outstanding knowledge in fostering next-generation leaders based on entrepreneurship. As we
expect her to provide effective advice and opinions on the Company’s management from the perspective of
women’s advancement in workplace and from a standpoint independent of the management team, we propose
to reelect her as a candidate for Outside Director. She is currently registered as an Independent Officer of theCompany.
Notes: 1. Mr. Yoshihisa Yoda served as President and Chief Executive Officer of NOBORI Ltd., aconsolidated subsidiary of the Company until March 31, 2022. NOBORI Ltd. merged withPSP Corporation effective April 1, 2022, with PSP Corporation as the surviving company and
NOBORI Ltd. as the absorbed company. PSP Corporation is a consolidated subsidiary of theCompany and Mr. Yoshihisa Yoda serves as its Representative Director. He also serves as the
CEO and Executive member of Ichigo LLC, a consolidated subsidiary of the Company.
Although the Company has transactions with these companies involving networking products
and maintenance management, etc., the respective net sales to these companies account for a
relatively small percentage (1% or less) of the Company’s net sales, and terms and conditions
applied to the transactions with these companies are the same as those with other companies.
2. There is no special interest between any of the other candidates and the Company.
3. Each of the candidates currently serves as Director of the Company. The Company has
concluded a directors and officers liability insurance (D&O Insurance) contract with aninsurance company, in which each of the candidates is included as the insured. The insurance
contract shall cover any damages and legal costs to be borne by the insured as a result of aclaim for damages due to any acts (including omissions) committed by the insured based on
his/her position as an Officer, etc. of the Company. The insurance premiums for all the
insured are fully paid by the Company. If the reappointment of the candidates is approved,
each of them shall continue to be included as the insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents during their terms ofoffice.
4. Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie are candidates for Outside
Director.
If the appointment of Mr. Hiroaki Yasutake, Ms. Michi Kaifu and Ms. Ari Horie is approved,
the Company intends to register them as Independent Officers as set forth by the Tokyo Stock
Exchange.
5. Term of office of the candidates for Outside Director as Outside Directors of the Company:- 11 -

The term of office of Mr. Hiroaki Yasutake as Outside Director of the Company will be ten(10) years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Michi Kaifu as Outside Director of the Company will be three (3)years at the conclusion of this General Meeting of Shareholders.
The term of office of Ms. Ari Horie as Outside Director of the Company will be three (3)years at the conclusion of this General Meeting of Shareholders.
6. Mr. Hiroaki Yasutake served as Director of Rakuten, Inc. (currently Rakuten Group, Inc.)
until January 10, 2016. Net sales to Rakuten, Inc. account for a relatively small percentage(1% or less) of the Company’s net sales, and terms and conditions applied to the transactions
with Rakuten, Inc. are the same as those with other companies. At the Board of Directors
meeting held on June 24, 2022, it was resolved that the shares of Rakuten, Inc. held by theCompany were reclassified from held for other than pure investment to held for pureinvestment. Therefore, there are no material relationships that may affect his independence.

- 12 -

Proposal 2:

Election of Four (4) Directors Who Are Audit & Supervisory Committee Members

The term of office of all four (4) Directors who are Audit & Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, we hereby propose tofour (4) Directors who are Audit & Supervisory Committee Members.
The Company recognizes that the highest priority issue is to improve its medium-to long-term
corporate value through sustainable growth and enhanced stability of its business. Individuals with thefollowing abilities are therefore selected as candidates for Director: familiar with the Company’s businesswith strategic thinking; insightful into technological advances; knowledgeable about compliance andinternal control; well-informed about the markets facing the Company; experienced and knowledgeable
about corporate finance and management; and well-versed in corporate legal affairs with a high level ofexpertise.
The Company has established the “Personnel Committee,” a voluntary committee that consists ofPresident and two Outside Directors (Audit & Supervisory Committee Members who are Independent
Officers). The Personnel Committee discusses and nominates candidates for election as Directors as well
as discusses and decides on proposals on remuneration for Directors and Directors subject to removal.
Based on the nomination proposal formulated by the Personnel Committee, the Board of Directors
decides on candidates as a proposal to be submitted to the General Meeting of Shareholders.
The Audit & Supervisory Committee has given consent to this Proposal.
The candidates for Director who are Audit & Supervisory Committee Members are as follows:
No.

Name

Current positions and responsibilities at the Company

1

Hideyuki Sasaki[Reappointment][Outside][Independent]

Director who is an Audit & Supervisory Committee
Member2

Ken Takayama[Reappointment][Outside][Independent]

Director who is an Audit & Supervisory Committee
Member3

Ryota Miura[Reappointment][Outside][Independent]

Director who is an Audit & Supervisory Committee
Member4

Akio Sugihara[Reappointment][Outside][Independent]

Director who is an Audit & Supervisory Committee
Member- 13 -

No.

Name(Date of birth)

Hideyuki Sasaki(September 13, 1954)

1[Reappointment][Outside][Independent]
Attendance at the Boardof Directors meetings:
100% (13/13)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)

April 2001

President and Chief Executive Officer, Mizuho
Trust & Banking (Luxembourg) S.A.

January 2005

Associate Director of Internal Audit Department,
Mizuho Corporate Bank, Ltd. (currently Mizuho
Bank, Ltd.)

June 2007

Senior Audit & Supervisory Board Member,
SANYO SPECIAL STEEL, CO., Ltd.

June 2015

Senior Audit & Supervisory Board Member, Daiichi Leasing Co., Ltd.

April 2017

Advisor, the Company

June 2017

Director who is an Audit & Supervisory
Committee Member (to present)

Number ofshares of theCompany held

5,200 shares

Attendance at the Audit& Supervisory
Committee meetings:
100% (13/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Hideyuki Sasaki has knowledge and experience in corporate management, internal control andinternational operations as well as considerable insight into finance and accounting. As we expect him tomonitor the overall management and provide effective advice, we continue to nominate him as a candidate for
Outside Director. He is currently registered as an Independent Officer of the Company.

- 14 -

No.

Ken Takayama(June 6, 1964)

2

Career summary, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)[Reappointment][Outside][Independent]

April 1988

Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.)

November 1999

Joined Rakuten, Inc. as Managing Director

June 2001

Auditor, the Company

April 2006

Director and Managing Executive Officer,
Rakuten, Inc.

February 2010

Chief Financial Officer, Rakuten, Inc.

March 2013

Consultant, Rakuten, Inc.

June 2015

Director who is an Audit & Supervisory
Committee Member, the Company (to present)

November 2016

Outside Director, Metaps Inc.

May 2017

Outside Auditor, MediaDo Co., Ltd.

Attendance at the Board September 2018of Directors meetings: November 2018
100% (13/13)

Outside Director, Mercari, Inc.

May 2019
Attendance at the Audit
February 2021
& Supervisory
Committee meetings:
100% (13/13)
June 2022

Outside Director, MediaDo Co., Ltd.

Number ofshares of theCompany held

0 shares

Outside Director (Audit & Supervisory Committee
Member), Metaps Inc.
Executive Director and Secretary General, All
Japan Judo Federation (to present)
External Director, RENOVA, Inc. (to present)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Ken Takayama has a wealth of knowledge and experience in corporate management as well as
considerable insight into finance and accounting. As we expect him to monitor the overall management andprovide effective advice, we continue to nominate him as a candidate for Outside Director. He is currently
registered as an Independent Officer of the Company.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2000

Registered as a lawyer

Number ofshares of theCompany held

and joined Mori Sogo Law Offices (currently
Mori Hamada & Matsumoto Law Offices)

Ryota Miura(May 14, 1974)

3[Reappointment][Outside][Independent]

January 2007

Partner, Mori Hamada & Matsumoto Law Offices

June 2008

Auditor, the Company

June 2015

Director who is an Audit & Supervisory
Committee Member (to present)

January 2019

Partner, Miura & Partners (to present)

June 2020

Outside Auditor, Tokyo Electron Ltd. (to present)

June 2021

Outside Auditor, Eisai Co., Ltd. (to present)

0 shares

Attendance at the Boardof Directors meetings:
92% (12/13)
Attendance at the Audit& Supervisory
Committee meetings:
92% (12/13)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Ryota Miura has a high level of knowledge and experience especially in corporate legal affairs as a lawyer.
As we expect him to provide effective advice from a professional perspective, we continue to nominate him asa candidate for Outside Director. He is currently registered as an Independent Officer of the Company.

- 16 -

No.

Akio Sugihara(August 26, 1969)4

Career summary, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)[Reappointment][Outside][Independent]

March 1996

Senior Managing Director, Started RCA Co., Ltd.

April 1997

Joined MDM, Inc. (currently Rakuten, Inc.)

November 1999

Director, Rakuten, Inc.

March 2003

Director and Executive Officer, Rakuten, Inc.

April 2006

Director and Managing Executive Officer,
Rakuten, Inc.

June 2007

Director, the Company

April 2012

Director and Managing Executive Officer in chargeof Global Human Resources, Rakuten, Inc.

March 2013

President, Rakuten Socio Business, Inc.

June 2013

Auditor, the Company

June 2015

Director who is an Audit & Supervisory
Committee Member (to present)

Attendance at the Boardof Directors meetings: March 2016
100% (13/13)
October 2018
Attendance at the Audit& Supervisory
Committee meetings:
June 2019100% (13/13)

Number ofshares of theCompany held

0 sharesDirector and Managing Executive Officer in chargeof Global Human Resources, Rakuten, Inc.
Managing Executive Officer (Chief Health Officer)
and Senior Director of Operation Division,
Rakuten, Inc.
President and Representative Director, Gurunavi,
Inc. (to present)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Akio Sugihara has a wealth of experience and outstanding knowledge in the Internet business and systemdevelopment field. As we expect him to provide effective opinions on the Company’s management, we
continue to nominate him as a candidate for Outside Director. He is currently registered as an Independent
Officer of the Company.
Notes: 1. There is no special interest between each of the candidates and the Company.
2. Each of the candidates currently serves as Director of the Company. The Company has
concluded a directors and officers liability insurance (D&O Insurance) contract with aninsurance company, in which each of the candidates is included as the insured. The insurance
contract shall cover any damages and legal costs to be borne by the insured as a result of aclaim for damages due to any acts (including omissions) committed by the insured based on
his/her position as an Officer, etc. of the Company. The insurance premiums for all the
insured are fully paid by the Company. If the reappointment of the candidates is approved,
each of them shall continue to be included as the insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents during their terms ofoffice.
3. Mr. Hideyuki Sasaki, Mr. Ken Takayama, Mr. Ryota Miura and Mr. Akio Sugihara are
candidates for Outside Director.
4. If the appointment of Mr. Hideyuki Sasaki, Mr. Ken Takayama, Mr. Ryota Miura and Mr.
Akio Sugihara is approved, the Company intends to register them as Independent Officers as
set forth by the Tokyo Stock Exchange.
5. Term of office of the candidates for Outside Director as Outside Directors of the Company:
The term of office of Mr. Hideyuki Sasaki as Outside Director (Audit & Supervisory
Committee Member) of the Company will be six (6) years at the conclusion of this General
Meeting of Shareholders.
The term of office of Mr. Ken Takayama as Outside Director (Audit & Supervisory
Committee Member) of the Company will be eight (8) years at the conclusion of this General
Meeting of Shareholders. In addition, he had served as Outside Auditor of the Company for
14 years before the Company transitioned to a company with an Audit & Supervisory- 17 -

Committee.
The term of office of Mr. Ryota Miura as Outside Director (Audit & Supervisory Committee
Member) of the Company will be eight (8) years at the conclusion of this General Meeting of
Shareholders. In addition, he had served as Outside Auditor of the Company for seven (7)years before the Company transitioned to a company with an Audit & Supervisory
Committee.
The term of office of Mr. Akio Sugihara as Outside Director (Audit & Supervisory
Committee Member) of the Company will be eight (8) years at the conclusion of this General
Meeting of Shareholders. In addition, he had served as Outside Director and Outside Auditorof the Company for eight (8) years in total before the Company transitioned to a company
with an Audit & Supervisory Committee.
6. Mr. Ryota Miura serves as Partner of Miura & Partners, with which the Company has
transactions involving legal consultations, etc. However, the amount of transactions accounts
for a relatively small percentage (1% or less) of net sales of both parties, and terms andconditions applied to the transactions with Miura & Partners are the same as those with othercompanies. Therefore, there is no significant impact on his independence.
7. Mr. Ken Takayama serves as Executive Director and Secretary General of All Japan Judo
Federation, with which the Company has no special relationships of interest or transactions.
8. Mr. Akio Sugihara serves as Representative Director of Gurunavi, Inc., with which theCompany has transactions involving network maintenance, etc. However, net sales to
Gurunavi, Inc. account for a relatively small percentage (1% or less) of the Company’s net
sales, and terms and conditions applied to the transactions with Gurunavi, Inc. are the sameas those with other companies. Therefore, there is no significant impact on his independence.
9. Mr. Ken Takayama served as Director of Rakuten, Inc. until March 28, 2013. Mr. Akio
Sugihara served as Managing Executive Officer of Rakuten, Inc. until June 18, 2019. Net
sales to Rakuten, Inc. account for a relatively small percentage (1% or less) of the Company’s
net sales, and terms and conditions applied to the transactions with Rakuten, Inc. are the sameas those with other companies. At the Board of Directors meeting held on June 24, 2022, it
was resolved that the shares of Rakuten, Inc. held by the Company were reclassified fromheld for other than pure investment to held for pure investment. Therefore, there are nomaterial relationships that may affect their independence.

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(Reference)
Officers’ Skills Matrix
Corporate
management

Finance/
Accounting

Management Finance/
Judgment
experience or accounting
criteria
experience as knowledge(3 yearsanda full-timeor more)experience
director
Takashi
Yuri
Yoshihisa
Yoda
Takaharu
Yai
TakeshiSuzuki
HiroakiYasutake
Michi
Kaifu
Ari Horie
Hideyuki
SasakiKen
Takayama
Ryota
Miura
Akio
Sugihara

Human
resourcesdevelopment/
Diversity

Sales/
MarketingIndustryknowledge/
Technology

Internationalism

Legal, risk
management,
Sales orinternal
marketingcontrol, andexperience
audit
experience

Experience
working intheCompany’s
businessmarkets or
relatedmarkets

Experience inExperience intransactions
humanwith foreign
resources
countries ordevelopment
experience as
and training
an officer inor promoting
an overseas
diversity
company

Legal/Riskmanagement

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*The details stated represent the specific skills and expertise expected of each officer in particular and do
not represent all of the skills and expertise possessed by each officer.

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