Notice: This document is an excerpt translation of the original Japanese document and is only for reference
purposes. In the event of any discrepancy between this translated document and the original Japanese
document, the latter shall prevail.
Securities code: 3183
June 9, 2023
(Electronic measures provision commencement date: June 5, 2023)

To Shareholders with Voting Rights:
Hideumi Akizawa
Chief Executive Officer

WIN-Partners Co., Ltd.
Main office location: 2-2-1 Kyobashi, Chuo-ku, TokyoNOTICE OF
THE 10TH 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 10th Annual General Meeting of Shareholders of WIN-Partners Co., Ltd.
(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information in electronic format, and matters to be provided in electronic format (“Electronic Provision
Measures Matters”) are posted on the following website on the Internet as the “NOTICE OF THE 10TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS.”The Company’s website: https://www.win-partners.co.jp/en/ir/shareholdersmeeting/In addition to the above, the information is posted on the following website.
Tokyo Stock Exchange website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above-stated website, enter the Company’s name (“WIN-Partners”) or the securities
code (“3183” in half-width characters) to search, and select “Basic information,” “Documents for public
inspection/PR information,” and then “Notice of General Shareholders Meeting / Informational Materials
for a General Shareholders Meeting” in this order to confirm the information.
If you are unable to attend the meeting in person, you can exercise your voting rights either in writing
or by electronic means (via the Internet, etc.). Please carefully review the Reference Documents for the
General Meeting of Shareholders provided in the Electronic Provision Measures Matters before exercising
your voting rights.
1. Date and Time:Thursday, June 29, 2023 at 10 a.m. Japan time (Registration starts at 9:30
a.m.)

2. Venue:“Hall 22D” TKP Garden City PREMIUM Kyobashi
22nd Floor, KYOBASHI EDOGRAND Bldg., 2-2-1 Kyobashi, Chuo-ku,
Tokyo

-1-

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 10th Fiscal Year (April 1, 2022 - March 31, 2023) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 10th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit and Supervisory Committee
Proposal 3:
Members
Election of One (1) Substitute Director Who is an Audit and Supervisory
Proposal 4:
Committee Member-2-◎ If you attend the meeting in person, please submit your Voting Right Exercise Form enclosed
herewith at the reception desk upon your arrival to the venue. Any revisions to the Electronic
Provision Measures Matters will be posted on each website where these matters are posted.
◎ The physical document sent to shareholders does not contain the following items pursuant to laws
and ordinances, and Article 14 of the Articles of Incorporation of the Company.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements-3-

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

Appropriation of Surplus

The Company aims to provide shareholders with stable and sustainable return of profits, while securing
adequate internal reserve for the future business expansion and enhancement of our business foundation.
In accordance with these policies, by adding a commemorative dividend of ¥14 for the 10th
anniversary of the Company’s founding to an ordinary dividend of ¥36, the Company proposes thefollowing for the year-end dividends for its 10th Fiscal Year:
Type of assets to be distributed as dividends
Cash
Matters regarding the assignment of assets to be distributed as dividends and its total amount¥50 per common share of the Company
Total amount of dividends: ¥ 1,420,986,850
Effective date of distribution of surplus
June 30, 2023

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Proposal 2:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the closing of this General Meeting of Shareholders. Accordingly, the Company
hereby proposes to elect six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members). The candidates are listed as follows.

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1983

1

Hideumi Akizawa(December 10, 1960)

Joined Nishimoto Trading Co. (currently CANONMEDTECH SUPPLY CORPORATION)
September 1992 Joined Takumi-Concern Co., Ltd. (currently WIN
INTERNATIONAL CO., LTD.)
General Manager, Sales Dept., Takumi-Concern
Co., Ltd.
October 1992
Representative Director, Takumi-Concern Co., Ltd.
May 1994
Representative Director and President, WIN
INTERNATIONAL CO., LTD. (present)
April 2013
Chief Executive Officer, the Company (present)
June 2022
Director, TESCO CO., LTD. (present)[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

901,300

13/13[Reappointment][Reasons for proposal as a candidate for Director]
Mr. Hideumi Akizawa undertakes responsibilities in management of the Company as Chief Executive Officer.
He has a wealth of insight and experience in all aspects of management practice. The Company proposes Mr.
Akizawa as a candidate for Director as it believes that he is well qualified for playing a role in strengthening theCompany’s corporate governance and achieving the ongoing enhancement of corporate value.

-5-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1981
February 1987

2

Hiromi Mitagami(April 18, 1960)[Reappointment]

Joined NIHON MEDIX CO., LTD.
Joined Takumi-Concern Co., Ltd. (currently WIN
INTERNATIONAL CO., LTD.)
April 2000
General Manager, Medical Device Sales Dept.,
WIN INTERNATIONAL CO., LTD.
June 2000
Director, WIN INTERNATIONAL CO., LTD.
October 2006
Director, General Manager, Sales Division, WIN
INTERNATIONAL CO., LTD.
October 2007
Director, Executive Officer; General Manager,
Sales Division, and General Manager, New
Business Dept., WIN INTERNATIONAL CO.,LTD.
August 2009
Director, Executive Officer; General Manager,
Sales Division, and General Manager, Second
Sales Dept., WIN INTERNATIONAL CO., LTD.
April 2013
Director, Executive Officer, and General
Manager, Sales Management Dept., theCompany (present)
April 2016
Director, Executive Officer, and General Manager,
Sales Division, WIN INTERNATIONAL CO.,LTD.
July 2022
Director, Executive Officer, WIN
INTERNATIONAL CO., LTD. (present)[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

317,400

13/13[Reasons for proposal as a candidate for Director]
Mr. Hiromi Mitagami undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the sales sector based on his broad experience in the field. The Company proposes
Mr. Mitagami as a candidate for Director as it believes that he is well qualified for taking part in expanding theCompany’s operations and achieving the ongoing enhancement of corporate value.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1990
March 1995

3

Yuji Akita(August 23, 1967)[Reappointment]

Joined OBIC Co., Ltd.
Joined Arrow Japan Ltd. (currently Teleflex
Medical Japan, Ltd.)
April 1997
Joined TESCO CO., LTD.
April 2005
Managing Director, TESCO CO., LTD.
June 2006
Senior Managing Director, TESCO CO., LTD.
August 2011
Representative Director and President, TESCO
CO., LTD. (present)
April 2013
Director, Executive Officer, and General Manager,
Sales Management Dept., the Company
June 2015
Director and Executive Officer, the Company(present)
December 2018 President & CEO, Medical CollectiveIntelligence Co., Ltd. (present)
July 2022
Representative Director and President, TOSAY
Medical. Co., Ltd. (present)[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

1,715,390

13/13[Reasons for proposal as a candidate for Director]
Mr. Yuji Akita undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the sales sector based on his broad experience in the field. The Company proposes
Mr. Akita as a candidate for Director as it believes that he is well qualified for taking part in expanding theCompany’s operations in the Tohoku region and achieving the ongoing enhancement of corporate value.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
March 1981

4

Keiji Matsumoto(October 14, 1959)[Reappointment]

Joined Nishimoto Trading Co. (currently CANONMEDTECH SUPPLY CORPORATION)
April 2009
Representative Director and President, ELK
Corporation (currently CANON MEDTECH
SUPPLY CORPORATION)
November 2012 Representative Director and President, Canon
Lifecare Solutions Inc. (currently CANONMEDTECH SUPPLY CORPORATION)
March 2015
Director and Councilor, Canon Lifecare Solutions
Inc.
November 2015 Joined WIN INTERNATIONAL CO., LTD.
November 2015 Assignment to the Company; Corporate Advisor,
the Company
April 2016
Deputy General Manager, General Affairs Dept.,
the Company
June 2016
Director, Executive Officer; General Manager,
General Affairs Dept.; General Manager,
Finance and Accounting Dept., and General
Manager, Business Implementation Dept., WIN
INTERNATIONAL CO., LTD. (present)
June 2016
Director, Executive Officer, and Deputy General
Manager, General Affairs Dept., the Company
April 2019
Director, Executive Officer, and General Manager,
Administrative Division, the Company
March 2020
Director, Executive Officer; General Manager,
Administrative Division, and General Manager,
General Affairs Dept., the Company
October 2020
Director, Executive Officer; General Manager,
Administrative Division; General Manager,
General Affairs Dept., and General Manager,
System Development Office, the Company(present)
June 2022
Director, TESCO CO., LTD. (present)[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

8,494

13/13
[Reasons for proposal as a candidate for Director]
Mr. Keiji Matsumoto undertakes responsibilities in management of the Company as Director. He has abundant
knowledge of operations of the administrative sector based on his broad experience in the field. The Company
proposes Mr. Matsumoto as a candidate for Director as it believes that he is well qualified for taking part infacilitating the Company’s administrative procedures and achieving the ongoing enhancement of corporate value.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1998

5

Lecturer, Department of Economics, Wako
University
April 2006
Lecturer, Graduate School of Medical and Dental
Sciences, Tokyo Medical and Dental University
April 2014
Chairman, General Accounting Public
Procurement Committee, Ministry of Health,Labour and Welfare (present)
October 2017
Department Chair, Department of Economics andbusiness, Wako University
July 2018
President, Wako University
May 2019
Corporate Advisor, the Company
April 2020
Professor, Department of Accounting and Finance,
Faculty of Global Business, Showa Women’s
Kenjiro Ide
University(December 17, 1966) June 2020
Outside Director, the Company (present)
April 2023
Professor for Medical and Healthcare[Reappointment]
Management, Graduate School of Social
Sciences, Department of Professional Business[Outside](Master of Business Administration), University[Independent]of Hyogo (present)[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

—

13/13
[Reasons for proposal as a candidate for Outside Director and summary of expected roles]
Mr. Kenjiro Ide has never been involved in corporate management; however, he has considerable knowledge andexperience in management and accounting acquired through his career as a university professor, in addition tohaving abundant knowledge regarding health care services. The Company proposes Mr. Ide as a candidate for
Outside Director as it believes that he is well qualified for taking part in strengthening the Company’s
management oversight functions and achieving the ongoing enhancement of corporate value.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)

Number ofshares held in
the Company

May 1979

6

Etsuko Takamura(August 16, 1954)[New appointment][Outside][Independent]

Residency, Department of Ophthalmology, Tokyo
Women’s Medical University, School of Medicine
June 1998
Assistant professor (currently Associate professor),
Department of Ophthalmology, Tokyo Women’s
Medical University, School of Medicine
November 2010 Clinical professor, Department of Ophthalmology,
Tokyo Women’s Medical University, School of
Medicine
April 2014
Auditor, Japanese Ocular Allergy Society(present)
April 2018
Professor, Department of Ophthalmology, Tokyo
Women’s Medical University, School of Medicine
April 2020
Part-time engagement, Department ofOphthalmology, Tokyo Women’s Medical
University, School of Medicine (present)
June 2020
Distinguished Member, Japanese Society ofAllergology (present)
September 2021 Advisor, Japanese Society for Sjogren’s
Syndrome (present)—[Reasons for proposal as a candidate for Outside Director and summary of expected roles]
Ms. Etsuko Takamura has never been involved in corporate management; however, she has knowledge andexperience acquired through her career as a university professor, in addition to having abundant knowledge
regarding health care. The Company proposes Ms. Takamura as a candidate for Outside Director as it believes
that she is well qualified for taking part in strengthening the Company’s management oversight functions andachieving the ongoing enhancement of corporate value.

Notes: 1. There are no conflicts of interest between the Company and each of the above-listed candidates
for Director.
2. Special notes regarding the candidates for Outside Director(1) Term of office
The term of office of Mr. Kenjiro Ide as Outside Director will have been three (3) years asof the closing of this General Meeting of Shareholders.
(2) Matters regarding limited liability agreement signed between the Company and each of thecandidates for Outside Director
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Kenjiro Ide to limit his liability fordamages as outlined under Article 423, Paragraph 1. The amount of liabilities under thisagreement is capped at the minimum liability amount as provided in Article 425, Paragraph
1. In the event where the reappointment of Mr. Kenjiro Ide is approved, the Company
intends to continue the limited liability agreement with him. The Company intends to enter
into a limited liability agreement with Ms. Etsuko Takamura in the event where her
appointment is approved as originally proposed.
(3) Independent Officer
The Company has registered Mr. Kenjiro Ide as an Independent Officer with the Tokyo
Stock Exchange. In the event where his reappointment is approved, the Company intends
to continue his designation as an Independent Officer. The Company intends to register
Ms. Etsuko Takamura as an Independent Officer in the event where her appointment isapproved as originally proposed.
3. The summary of the Audit and Supervisory Committee’s opinions on the election of Directors
is as follows.
The Candidate Reviewing Committee examines whether each candidate is qualified for serving
as Director based on various factors including his/her knowledge, experience, and abilities. In
addition, one member of the Audit and Supervisory Committee participates in meetings of the- 10 -

Candidate Reviewing Committee as its member. Upon consideration of the results of the study
and deliberation by the Candidate Reviewing Committee, the Audit and Supervisory
Committee expresses its opinion that the nomination procedures were conducted appropriately,and each of the candidates is qualified for serving as Director of the Company.
4. The Company has entered into a directors and officers liability insurance agreement with aninsurance company to cover any damages and legal expenses incurred as a result of derivative
lawsuits brought by shareholders, lawsuits brought by the Company, and lawsuits brought bya third party. The insurance premiums for all insureds shall be fully borne by the Company.
The candidates are covered under said insurance policy as insureds. The Company intends torenew the policy as-is at the time of the next policy renewal.

- 11 -

Proposal 3:

Election of Three (3) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will
expire at the closing of this General Meeting of Shareholders. Accordingly, the Company hereby proposes
to elect three (3) Directors who are Audit and Supervisory Committee Members.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are listed as follows.

No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1999
January 2005
July 2006
December 2011

1

Yoichi Nakata(November 11, 1975)

Joined DIC Finance Co., Ltd. (currently CFJ G.K.)
Joined AKINDO SUSHIRO CO., LTD.
Joined WIN INTERNATIONAL CO., LTD.
General Manager, Internal Audit Office, WIN
INTERNATIONAL CO., LTD.
April 2013
Assignment to the Company; General Manager,
Internal Audit Office, the Company
June 2013
Corporate Auditor, TESCO CO., LTD.
(present)
September 2013 Full-time Corporate Auditor, the Company
Corporate Auditor, WIN INTERNATIONAL
CO., LTD. (present)
June 2015
Director (Full-time Audit and Supervisory
Committee Member), the Company (present)
July 2022
Corporate Auditor, TOSAY Medical. Co., Ltd.
(present)

Number ofshares held in
the Company

3,600[Reappointment][Full-time][Audit and Supervisory [Board of Directors meetings attended during 10th FY]
Committee Member] 12/13[Reasons for proposal as a candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Yoichi Nakata is well-versed in operations of each Group company and has sufficient knowledge andexperience necessary for audits. Therefore, the Company proposes Mr. Nakata as a candidate for Director who
is an Audit and Supervisory Committee Member as it believes that he is well qualified for taking part instrengthening the Company’s management oversight functions based on such experience and knowledge.

- 12 -

No.

Name(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)
April 1993

2

Registered as an attorney-at-law with Daini Tokyo
Bar Association
Joined Ginza Higashi Law Office
April 1999
Partner attorney, Lexwell Partners
May 2002
Partner attorney, Nishi-shinbashi Sogo Law Office
June 2008
Outside Corporate Auditor, WIN
INTERNATIONAL CO., LTD.
December 2009 Partner attorney, Waseda University Legal
Clinic (present)
April 2010
Vice President, Daini Tokyo Bar Association
April 2013
Outside Corporate Auditor, the Company
March 2015
Deputy Secretary General, Japan Federation of Bar
Asaka Kanda
Associations(December 25, 1963) June 2015
Outside Director (Audit and Supervisory
Committee Member), the Company (present)
June 2018
Outside Director (Audit and Supervisory[Reappointment]
Committee Member), MAX CO., LTD.
[Audit and Supervisory(present)
Committee Member]
April 2021
President, Daini Tokyo Bar Association[Outside]
Vice President, Japan Federation of Bar[Independent]
Associations[Board of Directors meetings attended during 10th FY]

Number ofshares held in
the Company

－

13/13
[Reasons for proposal as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and summary of expected roles]
Mr. Asaka Kanda has never been involved in corporate management except serving as outside officer; however,
he has a wealth of experience and track record as an attorney-at-law and broad knowledge and insight. Therefore,
the Company proposes Mr. Kanda as a candidate for Outside Director who is an Audit and Supervisory Committee
Member as it believes that he is well qualified for taking part in strengthening the audit and oversight functionsof the Company’s management based on such experience and knowledge.

- 13 -

No.

Name(Date of birth)

Career summary, position and responsibilities at the Company(important positions concurrently held outside the Company)

Number ofshares held in
the Company

July 1996
April 2000
May 2002
September 2004
June 2007

3

Joined Crowe Toyo & Co.
Registered as Certified Public Accountant of Japan
Member, Akatsuki Tax Accountancy Corporation
Member, Crowe Toyo & Co.
Auditor, Telemarketing Association of Japan(currently Call Center Association of Japan)(present)
June 2008
Outside Corporate Auditor, WIN
INTERNATIONAL CO., LTD.
August 2012
Representative member, Crowe Toyo & Co.
April 2013
Outside Corporate Auditor, the Company
Yasuo Kikuchi
June
2015
Outside Director (Audit and Supervisory(March 24, 1969)
Committee Member), the Company (present)
August 2020
Senior Partner, Crowe Toyo & Co.
[Reappointment]
May 2021
Representative Partner, Akatsuki Tax[Audit and Supervisory
Accountancy Corporation (present)
Committee Member] September 2021 Representative, Yasuo Kikuchi Certified Public
Accountant Office (present)[Outside][BoardofDirectors
meetings
attended during 10th FY][Independent]

－

13/13
[Reasons for proposal as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and summary of expected roles]
Mr. Yasuo Kikuchi has never been involved in corporate management except serving as outside officer; however,
he has considerable knowledge and experience in finance and accounting acquired through his career as a certified
public accountant. Therefore, the Company proposes Mr. Kikuchi as a candidate for Outside Director who is an
Audit and Supervisory Committee Member as it believes that he is well qualified for taking part in strengthening
the audit and oversight functions of the Company’s management based on such experience and knowledge.

Notes: 1. There are no conflicts of interest between the Company and each of the above-listed candidates
for Director who is an Audit and Supervisory Committee Member.
2. Special notes regarding the candidates for Outside Director who is an Audit and Supervisory
Committee Member(1) Term of office of Mr. Asaka Kanda
The term of office of Mr. Asaka Kanda as Outside Director who is an Audit andSupervisory Committee Member will have been eight (8) years as of the closing of this
General Meeting of Shareholders.
(2) Term of office of Mr. Yasuo Kikuchi
The term of office of Mr. Yasuo Kikuchi as Outside Director who is an Audit andSupervisory Committee Member will have been eight (8) years as of the closing of this
General Meeting of Shareholders.
(3) Matters regarding limited liability agreement signed between the Company and each of thecandidates for Outside Director
In accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with each of Mr. Asaka Kanda and Mr. Yasuo
Kikuchi to limit their liability for damages as outlined under Article 423, Paragraph 1. The
amount of liabilities under this agreement is capped at the minimum liability amount asprovided in Article 425, Paragraph 1. In the event where the reappointment of thesecandidates is approved, the Company intends to continue the limited liability agreementwith both of them.
(4) Independent Officer
The Company has registered Mr. Asaka Kanda and Mr. Yasuo Kikuchi as Independent
Officers with the Tokyo Stock Exchange. In the event where the reappointment of thesecandidates is approved, the Company intends to continue their designation as Independent
Officers.

- 14 -

3. The Company has entered into a directors and officers liability insurance agreement with aninsurance company to cover any damages and legal expenses incurred as a result of derivative
lawsuits brought by shareholders, lawsuits brought by the Company, and lawsuits brought bya third party. The insurance premiums for all insureds shall be fully borne by the Company.
The candidates are covered under said insurance policy as insureds. The Company intends torenew the policy as-is at the time of the next policy renewal.

- 15 -

Proposal 4:

Election of One (1) Substitute Director Who is an Audit and Supervisory Committee
MemberTo prepare for a contingency in which the Company does not have the number of Directors who Are Audit
and Supervisory Committee Members required by laws and regulations, the Company proposes to electone (1) Substitute Director Who is an Audit and Supervisory Committee Member.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is listed asfollows.
Name(Date of birth)

Career summary(important positions concurrently held outside the Company)

Number ofshares held in
the Company

April 1992

Joined Recruit Co., Ltd. (currently Recruit
Holdings Co., Ltd.)
October 2002
Registered as an attorney-at-law with Daini Tokyo
Bar Association
Joined Iida Kuriu & Wasemoto (currently Haru
Law Office)January 2010
Partner, Haru Law Office (present)
March 2011
Audit and Supervisory Board Member, Dynatech
Co., Ltd.
－
January 2012
Outside Audit and Supervisory Board Member,
Yoshihiro Ohtomo
PGM Holdings K.K.
Outside Director, Sky Court Co., Ltd.
(December 19, 1969) April 2013
June 2013
Outside Corporate Auditor, WIN
INTERNATIONAL CO., LTD.
[Outside]
December 2017 Director, Telemedic Co., Ltd. (present)[Audit and Supervisory September 2020 Outside Director, Axis Consulting Corporation
Committee Member](present)
June 2022
Outside Audit and Supervisory Board Member,[Independent]
Heiwa Corporation (present)[Reasons for proposal as a candidate for Substitute Outside Director who is an Audit and Supervisory
Committee Member and summary of expected roles]
Mr. Yoshihiro Ohtomo has a wealth of experience and track record as an attorney-at-law and broad knowledge
and insight. Therefore, the Company proposes Mr. Ohtomo as a candidate for Substitute Outside Director who is
an Audit and Supervisory Committee Member as it believes that he is well qualified for taking part instrengthening the audit and oversight functions of the Company’s management based on such experience andknowledge.

Notes: 1. There are no conflicts of interest between the Company and the above-listed candidate for
Substitute Outside Director who is an Audit and Supervisory Committee Member.
2. Special notes regarding the candidate for Substitute Outside Director who is an Audit andSupervisory Committee Member(1) Limited liability agreement
In the event where the appointment of Mr. Yoshihiro Ohtomo is approved, and he assumes
the office of Outside Director who is an Audit and Supervisory Committee Member, in
accordance with the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany intends to enter into an agreement with him to limit his liability for damages.
The amount of liabilities of a Director who is an Audit and Supervisory Committee
Member under this agreement is capped at the minimum liability amount as provided in
Article 425, Paragraph 1.
(2) Independent Officer
In the event where the appointment of Mr. Yoshihiro Ohtomo is approved, and he assumes
the office of Outside Director who is an Audit and Supervisory Committee Member, theCompany intends to register him as an Independent Officer with the Tokyo Stock
Exchange.

- 16 -

3. The Company has entered into a directors and officers liability insurance agreement with aninsurance company to cover any damages and legal expenses incurred as a result of derivative
lawsuits brought by shareholders, lawsuits brought by the Company, and lawsuits brought bya third party. The insurance premiums for all insureds shall be fully borne by the Company. In
the event where the appointment of the candidate is approved, and Mr. Yoshihiro Ohtomo
assumes the office of Outside Director who is an Audit and Supervisory Committee Member,
he will be covered under said insurance policy as an insured. The Company intends to renew
the policy as-is at the time of the next policy renewal.

- 17 -

[Reference] Director Skills Matrix (In the event where proposals are approved as originally proposed)
Name

HideumiAkizawa

Current Position andResponsibilities
Chief
Executive
Officer

Hiromi
Director
Mitagami
Yuji Akita Director
Keiji
Director
Matsumoto
Kenjiro Ide Director[Outside][Independent]

EtsukoDirector
Takamura[Outside][Independent]

Yoichi
NakataDirector

Asaka
Kanda

Director

Yasuo
Kikuchi

Director[Full-time][Audit andSupervisory
Committee
Member][Outside][Independent][Audit andSupervisory
Committee
Member][Outside][Independent][Audit andSupervisory
Committee
Member]Legal Affairs, HR, Labor
Corporate Finance and Compliance, Management, Sales andManagement Accounting
and Risk
and TalentMarketingManagement Development

○

○

○
○
○

○
○
○

○

○

M&A

Health Care
Policy

○
○
○
○
○

○

○

○

○

(Note) The above-listed skills do not represent all skills, experience, abilities, and other knowledge andqualities possessed by each Director.

- 18 -