(Stock Exchange Code 2124)
March 7, 2023
(Commencement of electronic provision measures: March 6, 2023)
To Shareholders with Voting Rights:
Hiromi Tazaki
Chairman and CEO
JAC Recruitment Co., Ltd.
14F Jinbocho Mitsui Building,
105 Jinbocho 1-Chome,
Chiyoda-ku, TokyoNOTICE OF
THE 36TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to take this opportunity to express our sincere gratitude for your continued support andpatronage.
We are pleased to announce the 36th Annual General Meeting of Shareholders of JAC Recruitment Co.,
Ltd. (the “Company”) to be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision. The Company is posting electronic provision measures matters as the “NOTICE OF THE 36TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS” on the following website on the Internet.
The Company’s website(https://ir.jac-recruitment.jp/ja/investors/stock/meeting/main/00/teaserItems3/00/linkList/00/link/gm_36
th_en.pdf)
In addition to the above, the information is also available on the following website on the Internet.
Tokyo Stock Exchange’s website(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please access the above website, search by entering our company name or stock exchange code, and select“Basic information” and “Documents for public inspection/PR information” in that order.
This General Meeting of Shareholders will be held while taking appropriate precautions against novel
coronavirus disease (COVID-19). You may opt to exercise your voting rights for this General Meeting of
Shareholders via the Internet and by other means in addition to by postal mail.
When exercising your voting rights by postal mail or via the Internet or by other means, please refer to thefollowing Information on Exercise of Voting Rights and the Reference Documents for the General Meetingof Shareholders, and exercise your voting rights by 5:30 p.m. (Japan time), Monday, March 27, 2023.
1. Date and Time:

Tuesday, March 28, 2023 at 10:00 a.m. Japan time
(Reception opens at 9:30 a.m.)

2. Place:

Conference Room of the Company, 14F Jinbocho Mitsui Building, 105
Jinbocho 1-Chome, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
36th Fiscal Year (January 1, 2022 - December 31, 2022) 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 36th Fiscal Year
(January 1, 2022 - December 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 8 Directors Who Are Not Audit & Supervisory Committee Members
Proposal 3:
Election of 1 Director Who Is a Substitute Audit & Supervisory Committee
Member-1-

4. Convocation Decisions:*The exercise of voting rights by proxyIf you wish to exercise your voting rights by proxy, you may appoint one other shareholder with voting
rights as your proxy; in such case, however, the submission of a document proving your authorization ofsaid shareholder as proxy is required.
*If you do not indicate your vote of approval or disapproval for each proposal on the Voting Rights
Exercise Form, we will consider you to have approved the proposal.

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk of the venue.
Should electronic provision measures matters require revisions, the revised versions will be posted on theapplicable websites.
*We do not prepare gifts for the shareholders attending the General Meeting of Shareholders. Your kindunderstanding would be greatly appreciated.

-2-

Consolidated Balance Sheet(As of December 31, 2022)(Millions of yen)
(Assets)
Item
Current assets
Cash and deposits
Accounts receivable - trade
Supplies
Prepaid expenses
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Machinery and equipment
Tools, furniture and fixtures
Leased assets
Construction in progress
Other
Intangible assets
Goodwill
Software
Software in progress
Investments and other assets
Investment securities
Investments in capital
Lease and guarantee deposits(Liabilities)
Amount17,82014,879
2,244
7
413
283
(7)
4,263
745
201
30
145
2
0
364
1,532
814
617
100
1,985
0
0
969

Item
Current liabilities
Lease obligations
Accounts payable - otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Deposits received
Unearned revenue
Provision for stocks payment
Refund liabilities
Other
Non-current liabilities
Lease obligations
Other
Total liabilities(Net Assets)
Shareholders’ equity
Capital stock
Capital surplus
Retained earnings
Treasury stock
Accumulated other comprehensive
incomeForeign currency translation
adjustment

Claims provable in bankruptcy,
13
claims provable in rehabilitationand other27
Long-term prepaid expenses
988
Deferred tax assets
Long-term accounts receivable 2other(16) Total net assets
Allowance for doubtful accounts
22,084 Total liabilities and net assets
Total assets
Note: Figures less than one million are rounded down.

-3-

Amount
6,161
0
590
2,995
1,207
659
242
93
170
74
128
337
1
335
6,498
15,415672
1,514
15,022(1,793)169
169

15,58522,084

Consolidated Statement of Income(From January 1, 2022 to December 31, 2022)
Item(Millions of yen)AmountNet sales
Domestic recruitment business income

26,726

Domestic job offer advertising business income
Overseas business income

356
3,351

30,435

Cost of sales
Domestic recruitment business cost

1,750

Domestic job offer advertising business cost
Overseas business cost

2
639

Gross profit

2,391
28,043

Selling, general and administrative expenses

20,999Operating income

7,044

Non-operating income
Interest income

4

Reversal of allowance for doubtful accounts

7

Gain on cancellation of leases

6

Insurance fee income

5

Rental income from facilities

4

Other

10

39

Non-operating expenses
Interest expenses

22

Foreign exchange losses

8

Other

0

Ordinary income

30
7,052

Extraordinary losses
Loss on retirement of non-current assets

12

Impairment loss

29

Loss on valuation of investment securities

0

Profit before income taxes

41
7,011

Income taxes - current

2,134

Income taxes - deferred(152)

Profit

1,981
5,029

Profit attributable to owners of parent
Note: Figures less than one million are rounded down.

-4-

5,029

Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2022 to December 31, 2022)
Shareholders’ equity
Capital stock
Balance at beginning of
the year
Cumulative effects ofchanges in accounting
policies
Restated balance

Capital surplus

672(Millions of yen)

Retainedearnings

Treasury shares

Total
shareholders’equity12,982(1,829)13,340

1,515

1
672

1,515

1

12,983(1,829)13,341

Changes of items during
the year
Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other than shareholders’equityTotal amount of changes
during the year―

(0)

Balance at end of the year

672

1,514

(2,990)(2,990)

5,029

5,029
(0)

(0)

36

35

2,038

35

2,074

15,022(1,793)

15,415(0)

Accumulated other comprehensive income
Total accumulated
Foreign currency
other comprehensive
translation adjustment
incomeBalance at beginning of
the year
Cumulative effects ofchanges in accounting
policies
Restated balance

25

25

Total net assets

13,3651

25

25

13,367

Changes of items during
the year(2,990)

Dividends of surplus
Profit attributable toowners of parent
Purchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other than shareholders’equityTotal amount of changes
during the year
Balance at end of the year

5,029
(0)
35
144

144

144

144

144

2,218

169

169

15,585

Note: Figures less than one million are rounded down.
-5-Non-Consolidated Balance Sheet(As of December 31, 2022)(Assets)
Item
Current assets
Cash and deposits
Accounts receivable - trade
Supplies
Prepaid expenses
Other
Allowance for doubtful accounts
Non-current assets
Property, plant and equipment
Buildings
Machinery and equipment
Tools, furniture and fixtures
Leased assets
Construction in progress
Intangible assets
Software
Software in progress
Investments and other assets
Shares of subsidiaries andassociates
Investment securities
Investments in capital
Lease and guarantee deposits
Claims provable in bankruptcy,
claims provable in rehabilitationand other
Long-term prepaid expenses
Deferred tax assets(Millions of yen)
(Liabilities)

AmountItem
15,380 Current liabilities
13,103
Lease obligations
1,784
Accounts payable - other7
Accrued expenses
286
Income taxes payable202
Accrued consumption taxes(1)
Deposits received
6,792
Unearned revenue
291
Provision for stocks payment
164
Refund liabilities
30
Other
93 Non-current liabilities
2
Leased liability0
Other
683 Total liabilities
586(Net Assets)
97 Shareholders’ equity
5,816
Capital stock
4,008
0
0
829

1,514

Legal capital surplus
Other capital surplus
Retained earnings

647
867
16,508Legal retained earnings

27

Other retained earnings
Retained earnings brought
forward

Long-term accounts receivable 1
Treasury stockother(15) Total net assets
Allowance for doubtful accounts
22,173 Total liabilities and net assets
Total assets
Note: Figures less than one million are rounded down.

-6-

16,902
672

Capital surplus

13

950

Amount
5,224
0
527
2,599
1,098
566
211
5
167
32
14
46
1
45
5,271

1
16,507
16,507(1,793)
16,902
22,173

Non-Consolidated Statement of Income(From January 1, 2022 to December 31, 2022)
Item(Millions of yen)AmountNet sales

25,426

Cost of sales

1,698

Gross profit

23,728Selling, general and administrative expenses

16,994

Operating income

6,733

Non-operating income
Interest income0

Outsourcing income

12

Rental income from facilities

7

Reversal of allowance for doubtful accounts

3

Other

3

27

Non-operating expenses
Interest expenses

0

Foreign exchange losses

2

Other

0

Ordinary income

2
6,758

Extraordinary losses
Loss on retirement of non-current assets

8

Loss on valuation of investment securities

0

Profit before income taxes

8
6,749

Income taxes - current

1,966

Income taxes - deferred(147)

ProfitNote: Figures less than one million are rounded down.

-7-

1,819
4,930

Non-Consolidated Statement of Changes in Shareholders’ Equity(From January 1, 2022 to December 31, 2022)(Millions of yen)

Shareholders’ equity
Capital surplus

Balance at beginning of
the year
Cumulative effects ofchanges in accounting
policies

Retained earnings
Other retained
earnings
Legal
Total
retainedretained
Retainedearnings earnings brought earnings
forwardCapital
stock

Legal
capitalsurplus

OthercapitalsurplusTotal
capitalsurplus

672

647

868

1,515

14,566

14,5671

1

14,567

14,569Dividends of surplus(2,990)(2,990)Net income

4,930

4,930

Restated balance

672

647

868

1

1,515

1

Changes of items during
the year

Purchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other thanshareholders’ equity
Total amount of changes
during the year―

Balance at end of the year

672

Balance at beginning of
the year
Cumulative effects ofchanges in accounting
policies

(0)

(0)

―

(0)

(0)

―

1,939

1,939

647

867

1,514

1

16,507

16,508

Shareholders’ equity
Total
Treasuryshareholders’sharesequity14,925

14,9251

1

14,927

14,927

Dividends of surplus(2,990)(2,990)Net income

4,930

4,930

(0)

(0)

(0)

36

35

35

35

1,974

1,974

(1,793)

16,902

16,902

Restated balance(1,829)Total net assets(1,829)Changes of items during
the year

Purchase of treasury
shares
Disposal of treasury
sharesNet changes of items
other thanshareholders’ equity
Total amount of changes
during the year
Balance at end of the year

Note: Figures less than one million are rounded down.

-8-Reference Documents for the General Meeting of Shareholders
Proposal 1:
Appropriation of Surplus
The following dividends for the term are proposed in consideration of the business performance for thecurrent fiscal year and business expansion moving forward.
1.
2.
3.

Type of property dividend:
CashDetails and amount of the allotment of property dividend:¥80 per share of the Company’s common stock
Total amount: ¥3,278,680,720
Effective date of dividends of surplus:
March 29, 2023

-9-

Proposal 2:
Election of 8 Directors Who Are Not Audit & Supervisory Committee Members
The terms of office of all 7 Directors who are not Audit & Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Director Mr. Hiroo Hattori and Director
Mr. Takeshi Matsuzono retired by resignation from office as of January 31, 2023. Accordingly, the electionof 8 Directors who are not Audit & Supervisory Committee Members, which include 1 new candidate, is
proposed for the purpose of strengthening the management structure.
The candidates for Directors who are not Audit & Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
Joined T. TAZAKI&Co Ltd
Director at incorporation of JAC Singapore Pte Ltd (present
JAC Recruitment Pte Ltd)
Director at incorporation of the Company
March 1988
Representative Director of T. TAZAKI&Co Ltd
August 1991
December 1998 Representative Director at incorporation of JAC Strattons
Ltd
January 2000
Representative Director of the Company
May 1981
March 1987

1

Hiromi Tazaki(December 23,
1950)

November 2001 Representative Director at incorporation of JAC Financial
Design Ltd
September 2002 Representative Director at incorporation of JAC
Recruitment (UK) Ltd
March 2005
Chairman and Director of the Company
Director of JAC (Beijing) Business Consultation Co., Ltd.
August 2005
December 2005 Director of JAC Personnel Recruitment Ltd
December 2005 Director of JAC Recruitment (Malaysia) Sdn Bhd
Director of JAC Strattons Ltd
July 2007
February 2008 Representative Director of JAC Strattons Ltd
Managing Director of the Company
April 2008
Director of PT JAC Indonesia
June 2008
Chairman, CEO and Representative Director of theJanuary 2011
Company
January 2011
Director of JAC Personnel Eastern Seaboard Ltd
July 2011
Director of JAC Recruitment Hong Kong Co., Ltd
July 2011
Director of JAC Recruitment Korea Co., Ltd
November 2011 Director of JAC Recruitment China (HK) Ltd
Managing Director of JAC Recruitment Asia Ltd (present
March 2012
JAC Recruitment International Ltd)
Director of PT JAC Consulting Indonesia
March 2012
December 2012 Director of JAC International Recruitment Ltd
Director of JAC Recruitment Guangzhou
March 2013
Director of JAC Recruitment Vietnam Co., Ltd
May 2013
Director of Shanghai Aoshi Recruitment Services Co., Ltd.
June 2013(present JAC Recruitment Shanghai)
Chairman and Director of the Company
March 2015
Director of JAC Recruitment (UK) Ltd (to present)
January 2016
December 2016 Director of JAC Recruitment Hong Kong Co., Ltd
December 2016 Director of JAC Recruitment China (HK) Ltd
Chairman and CEO of the Company (to present)
January 2022

- 10 -

Number ofshares of theCompany held

7,179,600

No.

Name
(Date of birth)2Tadayoshi
Tazaki(July 16, 1943)

3

Hiroki Yamada(May 11, 1973)

4

Shigeoki Togo
(September 2,
1943)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)

Number ofshares of theCompany held

November 1974 Director at incorporation of T. TAZAKI&Co Ltd
March 1988
Representative Director at incorporation of the Company
January 2000
Director of the Company
March 2005
Director and Adviser of the Company
March 2012
Director and Chief Adviser of the Company (to present)
8,505,100
March 2012
Director of JAC Recruitment Asia Ltd (present JAC
Recruitment International Ltd)
September 2013 Director of JAC Strattons Ltd
August 2016
Chairman of The Tazaki Foundation (to present)
August 2003
Joined the Company
April 2016
Associate Director of the Company
January 2017
General Manager, Business Headquarters of the Company(to present)
26,274
March 2020
Director of the Company
January 2022
Managing Director of JAC International Co., Ltd.
January 2022
Director of VantagePoint K.K. (to present)
March 2022
Executive Director of the Company (to present)
Joined the Bank of Japan
April 1966
Director-General, Secretariat of the Policy Board of the Bank
July 1993of Japan
Director-General, International Department of the Bank ofApril 1995
Japan
Managing Director, The Nippon Credit Bank, Ltd. (present
June 1996
Aozora Bank, Ltd.)
August 1997
President of The Nippon Credit Bank, Ltd.
June 2000
President of Osaka Zosenjo Co., Ltd. (present DAIZOCORPORATION)
June 2010
President and Director of Nippon RAD Inc.
_
June 2011
General Executive Officer of Nippon RAD Inc.
March 2012
External Audit & Supervisory Board Member of theCompany
Adviser of MORI TRUST CO., LTD.
April 2012
Adviser of Nippon RAD Inc.
June 2012
External Audit & Supervisory Board Member of Nitta
June 2012
Gelatin Inc.
October 2012 Chairman of the Board of Directors ofHigashi-Nihon-Gakuen
External Director of the Company (to present)
March 2015
October 2021 Adviser and Director of Higashi-Nihon-Gakuen (to present)- 11 -

No.

Name(Date of birth)

5

Yutaka Kase
(February 19,
1947)

6

Günter Zorn
(March 23,
1953)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
May 1970
Joined Nissho Iwai Corporation
November 1992 President of Nissho Iwai New Zealand Corporation andGeneral Manager of Auckland Branch
April 1995
General Manager, Wood Products Department of Nissho
Iwai Corporation
June 1997
General Manager, Portland Branch of Nissho Iwai American
Corporation
January 1999
Group Executive, Consumer Life & Resources BusinessGroup of Nissho Iwai Corporation
June 2001
Executive Officer of Nissho Iwai Corporation
Executive Vice President of Nissho Iwai American
Corporation
April 2002
President, Chemicals & Forest Products Company of Nissho
Iwai Corporation
April 2003
Director and Managing Executive Officer of Nissho Iwai
Corporation
April 2004
The corporate name was changed to Sojitz Corporation due
to the merger of Nichimen Corporation and Nissho Iwai
Corporation
Representative Director and Senior Managing Executive
Officer of Sojitz Corporation
August 2004
Director and Executive Vice President of Sojitz Corporation
October 2005 The corporate name was changed to Sojitz Corporation due
to the merger of Sojitz Holdings Corporation and Sojitz
Corporation
Director and Executive Vice President of Sojitz Corporation
April 2007
Representative Director, President & CEO of Sojitz
Corporation
April 2012
Representative Director and Chairman of the Board of Sojitz
Corporation
June 2013
External Director of Astellas Pharma Inc.
March 2016
External Director of the Company (to present)
June 2016
External Director of Sekisui Chemical Co., Ltd. (to present)
June 2017
Special Adviser of Sojitz Corporation
June 2018
Adviser of Sojitz Corporation (to present)[Significant concurrent positions]
Adviser of Sojitz Corporation
External Director of Sekisui Chemical Co., Ltd.
November 1978 Joined Polaroid Corporation
Joined Linotype-Hell AG
July 1985
Representative Director, President of Linotype-Hell K.K.
June 1991
Representative Director, President of Heidelberg France S.A.
April 1998
April 2000
Chief Executive Officer of Heidelberg Asia Pacific
July 2005
Representative Director, President of DHL Japan, Inc.
April 2006

Representative Director, President of DHL Japan, Inc. andExecutive Vice President for North Pacific in PacificRegion of DHL Express
April 2009
Representative Director, President of z-anshin K.K. (topresent)
June 2014
External Director of Nippon Sheet Glass Co., Ltd.
External Director of the Company (to present)
March 2020
[Significant concurrent positions]Representative Director, President of z-anshin K.K.

- 12 -

Number ofshares of theCompany held

_

_

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
April 1971
October 1973

7

Nobuhide
Nakaido(November 1,1946)

Joined Sumitomo Corporation
SUMITOMO DEUSCHLAND GMBH (assigned to work in
Düsseldorf)
June 1992
General Manager, Machinery Systems Department of
SUMITOMO DEUSCHLAND GMBH
June 1996
General Manager, Machinery and Electronics Business Unitof Sumitomo Corporation of America (New York, San
Francisco)April 1998
Corporate Officer of Sumitomo Corporation
General Manager, Machinery and Electronics Business Unitof Sumitomo Corporation of America
June 1998
Director and Deputy General Manager, Electronics Divisionof Sumitomo Corporation
June 1999
Director and General Manager, Electronics Division of
Sumitomo Corporation
April 2002
Representative Director; Managing Director; AssistantGeneral Manager, Information Industry Business Unit; andGeneral Manager, Network Business Division in charge of eBusiness of Sumitomo Corporation
April 2004
Representative Director; Senior Managing Executive
Officer; and General Manager, Information Industry
Business Unit of Sumitomo Corporation
April 2005
Representative Director; Executive Vice President; andDirector in charge of Corporate Planning & Coordination,
Legal, Global Supervision, and Secretarial Departments of
Sumitomo Corporation
June 2009Retired from Representative Director and Executive Vice
President of Sumitomo Corporation
June 2009
Chairman and President of Sumisho Computer Systems
Corporation
October 2011 President of SCSK Corporation
June 2013
Chairman & CEO of SCSK Corporation
April 2016
Director and Adviser of SCSK Corporation
June 2016
Adviser of SCSK Corporation
May 2017
Independent Director of Ichigo Inc. (to present)
October 2018 Chairman of Japan Association for Chief Human Resource
Officers (to present)
March 2019
Independent Outside Director of eSOL Co., Ltd. (to present)
June 2020
Outside Director of Sourcenext Corporation (to present)
March 2022
External Director of the Company (to present)[Significant concurrent positions]
Independent Director of Ichigo Inc.
Chairman of Japan Association for Chief Human Resource Officers
Independent Outside Director of eSOL Co., Ltd.
Outside Director of Sourcenext Corporation- 13 -

Number ofshares of theCompany held

_

No.

Name
(Date of birth)8

Joined Memory-Tech Corporation
January 2000
February 2008 Joined Pacific Holdings, Inc.
Joined MTI Ltd.
May 2009
December 2009 General Manager, Accounting Department; and General
Manager, Legal Affairs Office, Corporate Support Divisionof MTI Ltd.
January 2012
Executive Officer; Vice President of Corporate Support
Division; General Manager, Corporate Planning Office;[New
General Manager, Accounting Department; and in charge
appointment]of Legal Affairs Office and Public Relations and IR Officeof MTI Ltd.
Toshihiko Okino
September 2014 Senior Executive Officer; Vice President of Corporate(March 24,
Support Division; and General Manager, Accounting
1970)
Department of MTI Ltd.
June 2018
Senior Executive Officer; Head of Finance and Legal
Affairs Division; and General Manager, Finance andAccounting Department of MTI Ltd.
August 2019
Joined the Company as Associate Director and CFO
January 2022
Director of VantagePoint K.K. (to present)
Associate Director; Head of Administration Headquarters;
January 2023
and CFO of the Company (to present)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)

Number ofshares of theCompany held

1,170

(Notes)1. No conflict of interest exists between each candidate and the Company.
2. Mr. Shigeoki Togo, Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido are candidates
for External Directors.
3. Mr. Shigeoki Togo, Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido are independent
candidates based on provisions of the Tokyo Stock Exchange.
4. The term of office of Mr. Shigeoki Togo as a Director of the Company will be eight years at theconclusion of this General Meeting of Shareholders.
5. The term of office of Mr. Yutaka Kase as a Director of the Company will be seven years at theconclusion of this General Meeting of Shareholders.
6. The term of office of Mr. Günter Zorn as a Director of the Company will be three years at theconclusion of this General Meeting of Shareholders.
7. The term of office of Mr. Nobuhide Nakaido as a Director of the Company will be one year at theconclusion of this General Meeting of Shareholders.
8. The reasons for nominating these candidates as External Directors, the reasons for determining thatthe candidates are able to carry out their duties as External Directors, the limited liability agreementwith External Directors, and their expected roles are as follows:(1) Mr. Shigeoki Togo, Mr. Yutaka Kase, Mr. Günter Zorn, and Mr. Nobuhide Nakaido have been
nominated as candidates mainly for the reason that they will participate in management from a
broad perspective in order to ensure adequacy and fairness based on their extensive experience asbusiness managers. It was further determined that the Company can expect them to provide
supervision and advice on corporate management as External Directors by taking the larger
picture into account as they possess sufficient insight into company management from their
many years of experience in corporate management.
(2) Limited liability agreement with External Directors
The Company has entered into a limited liability agreement with Mr. Shigeoki Togo, a candidate
for External Director, Mr. Yutaka Kase, a candidate for External Director, Mr. Günter Zorn, acandidate for External Director, and Mr. Nobuhide Nakaido, a candidate for External Director.
1) In the event that the Company assumes liability for damages as a result of the failure of anExternal Director to perform his duties, that liability shall be assumed at the minimum
amount specified in Article 427, Paragraph 1 of the Companies Act.
2) The aforementioned limitation of liability shall be applicable only when the performance of
duties by an External Director that resulted in said liability were carried out in good faith andwithout gross negligence.

- 14 -

9. Reasons for nominating other candidates as Directors who are not Audit & Supervisory Committee
Members:
Mrs. Hiromi Tazaki is the wife of Mr. Tadayoshi Tazaki, the founder of the Company, and has been a
Director of the Company since its establishment. Since joining T. TAZAKI&Co Ltd of the U.K. in
May 1981, Mrs. Tazaki has been involved in the management of the recruitment business in elevencountries. The Company has determined that she carries out her duties as Director in an appropriatemanner.
Mr. Tadayoshi Tazaki is the founder of the Company and a Director since its establishment. Sinceestablishing T. TAZAKI&Co Ltd in the U.K. in November 1974, Mr. Tazaki has developed therecruitment business in eleven countries. The Company has determined that he carries out his duties
as Director in an appropriate manner.
Mr. Hiroki Yamada has gained experience consistently in the domestic recruitment business since hejoined the Company in August 2003. Mr. Yamada was appointed as Associate Director in April 2016
and as General Manager of Business Headquarter in January 2017 for the enhancement ofmanagement of the said business. Mr. Yamada has demonstrated his achievements in the scope ofthe domestic recruitment business since being appointed as Director in March 2020. The Company
has determined that he carries out his duties as Director in an appropriate manner.
Mr. Toshihiko Okino has extensive experience and achievements in overall operations in
administrative divisions, particularly in the area of accounting/finance, business planning, and M&As over many years. In January 2023, he was appointed as General Manager of Administration
Headquarters of the Company. The Company has determined that he carries out his duties as
Director in an appropriate manner from a wide perspective.
10. The Company has entered into a directors and officers liability insurance agreement, having all
Directors insured. The insurance indemnifies the Directors, the insured, for any damages that may
arise as a result of being held liable for the execution of their duties or receiving a claim to holdthem liable. If they assume office as Directors, they will be insured under the said insurance
agreement, and the Company plans to renew it during their terms of office.
11. The number of Company shares held by the aforementioned candidates for Director as of December
31, 2022.

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Proposal 3:

Election of 1 Director Who Is a Substitute Audit & Supervisory Committee Member

To prepare for any shortage in the number of Audit & Supervisory Committee Members from thenumber provided for in laws and regulations, it is proposed that 1 Director who is a Substitute Audit &Supervisory Committee Member be elected in advance. The Audit & Supervisory Committee has consented
to this proposal.
The candidate for Director who is a Substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Past experience, positions and responsibilities in the Company(Significant concurrent positions)
April 1992
October 1996

Registered as a lawyer
Assistant to the Office of Practicing Attorney Professor for Civil
Advocacy of The Legal Training and Research Institute of Japan
September 2004 Joint establishment and Partner of Nijinohashi Law Offices(to present)
April 2010
Practicing Attorney Professor for Civil Advocacy of The Legal
Masataka Iwasaki
Training and Research Institute of Japan(November 28, 1964)
April 2013
Professor at Sophia Law School (Professor with practicalexperience) (to present)
February 2021
External Audit & Supervisory Board Member of the Company[Significant concurrent positions]
Lawyer (Partner of Nijinohashi Law Offices)
Professor at Sophia Law School (Professor with practical experience)

Number ofshares of theCompany held_

(Notes)1. No conflict of interest exists between the candidate and the Company.
2. The candidate fulfills the requirements for External Director who is an Audit & Supervisory
Committee Member, and is nominated as an External Director who is a Substitute Audit &Supervisory Committee Member.
3. The candidate fulfills the requirements for independent director/auditor based on provisions of theTokyo Stock Exchange, and is nominated as a substitute independent director/auditor.
4. Mr. Masataka Iwasaki has been nominated as a candidate for External Director who is a Substitute
Audit & Supervisory Committee Member mainly for the reason that he will provide advice andrecommendations to ensure adequacy and fairness from his professional viewpoint as a lawyer.
It was further determined that the Company can expect Mr. Masataka Iwasaki to apply his expertiseand experience to corporate management as an External Director who is an Audit & Supervisory
Committee Member as he possesses sufficient insight into the auditing operations of companies
from the legal knowledge and experience he has gained over many years as a lawyer.
5. The Company has entered into a directors and officers liability insurance agreement, having all
Directors insured. The insurance indemnifies the Directors, the insured, for any damages that may
arise as a result of being held liable for the execution of their duties or receiving a claim to holdthem liable. If the candidate assumes office as a Director who is an Audit & Supervisory Committee
Member, he will be insured under the said insurance agreement.
6. Limited liability agreement with the candidate for External Director
If the candidate assumes office of a Director who is an Audit & Supervisory Committee Member,the Company plans to conclude a limited liability agreement with the candidate.
Details of the content of the agreement are as follows:
1) In the event that the Company assumes liability for damages as a result of the failure of anExternal Director to perform his duties, that liability shall be assumed at the minimum amountspecified in Article 427, Paragraph 1 of the Companies Act.
2) The aforementioned limitation of liability shall be applicable only when the performance of
duties by an External Director that resulted in said liability were carried out in good faith andwithout gross negligence.

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