Note: This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
To Our Shareholders

Securities Code: 2378
June 5, 2024
(Commencement date of electronic provision of materials for the General Meeting of Shareholders:
May 30, 2024)
2-10-14 Ryogoku, Sumida-ku, TokyoRENAISSANCE INCORPORATED

Toshiharu Okamoto, Representative Director and President

Notice of the 42nd Annual General Meeting of Shareholders
We are pleased to announce the 42nd Annual General Meeting of Shareholders of RENAISSANCE
INCORPORATED (the "Company"), which will be held as described below.
The 42nd Annual General Meeting of Shareholders is being convened electronically and materials for theshareholders' meeting is posted on the following websites as the "Notice of the 42nd Annual General Meetingof Shareholders." Please access either website to view the materials.
Company website (in Japanese)
Website posting the Notice of the 42nd Annual General Meeting of Shareholders
https://www.s-renaissance.co.jp/ir/disclosure/Tokyo Stock Exchange Website (in Japanese)
Tokyo Stock Exchange Listed Company Searchhttps://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
On the Tokyo Stock Exchange website, please enter and search Issue name (corporate name) "Renaissance" or Code "2378,"
select "Basic information" and "Documents for public inspection/PR information" and access the "Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting" section.

In lieu of attending the meeting in person, you may exercise your voting rights in advance by mail (in writing)or via the Internet. Please review the attached "Reference Documents for the General Meeting of
Shareholders" and exercise your voting rights by 5 p.m. (Japan Standard Time) on Thursday, June 20, 2024.
1. Date and Time:
Friday, June 21, 2024, at 10 a.m. (Japan Standard Time) (Reception opens at 9 a.m.)
2. Venue
1-6-1 Yokoami, Sumida-ku, Tokyo"Kiyosumi" on the 5th floor of Dai-Ichi Hotel Ryogoku* Please submit the enclosed Voting Rights Exercise Form at the reception desk upon entering.
3. Purpose of the Meeting:
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the Company's 42nd fiscal year
(from April 1, 2023, to March 31, 2024) and the results of the audit of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the Company's 42nd fiscal year (from April 1, 2023, to March
31, 2024)
Matters to be resolved:
Proposal No. 1
Election of Nine Directors
Proposal No. 2
Election of Two Corporate Auditors
Proposal No. 3
Election of One Substitute Corporate Auditor- 1 -4. Matters to be Decided for Convocation(1)
In accordance with laws and regulations and Article 14 of the Company's Articles of Incorporation, thefollowing items are not included in the documents to be delivered to shareholders who have requested
the delivery of written documents. Accordingly, the documents to be delivered to shareholders who
have requested delivery of the documents are part of the subject documents audited by the Corporate
Auditors and the Accounting Auditor in preparing the audit report.
1)"6. Company Structure and Policies" in the Business Report (excluding "Policy on
Determination of Dividends from Surplus, etc.")2)
Consolidated Statement of Changes in Net Assets and Notes to Consolidated Financial
Statements
3)
Non-Consolidated Statement of Changes in Net Assets and Notes to Non-Consolidated Financial
Statements(2)
If the same shareholder exercises his/her voting rights both in writing and via the Internet, the voting
rights exercised via the Internet shall be treated as valid.
If the same shareholder exercises his/her voting rights more than once via the Internet, etc., the last
exercise of voting rights shall be treated as valid.
(3)
If there is no indication of approval or disapproval of (or abstention from) a proposal, it shall be treatedas an indication of approval.
(4)
If you wish to exercise your voting rights in a diverse manner (voting for and against the same
proposal), please notify the Company of such intention and the reason thereof at least three days prior
to the General Meeting of Shareholders.
(5)
Restrictions on proxy voting
Only shareholders may enter the above venue. If you exercise your voting rights by proxy, one
other shareholder with voting rights may attend the meeting as your proxy. Please note that a"Document Certifying Authority of Representation" along with the "Voting Rights Exercise
Form" will need to be submitted to the reception desk at the venue.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰

◎ In the event of any modification to the electronic provision measures, the modification will be posted oneach of the aforementioned websites.
◎ The "Notice of Resolutions of the General Meeting of Shareholders" will not be issued or mailed out. The
results of this General Meeting of Shareholders are available on the aforementioned Company website.
◎ Souvenirs at the General Meeting of Shareholders have been discontinued. We would appreciate
your understanding.

- 2 -Proposals and Reference Information
Proposal No. 1 Election of Nine Directors

As the terms of office of all nine Directors will expire at the conclusion of this Annual General Meeting of
Shareholders, the Company proposes the election of nine Directors, including four Outside Directors.
The candidates for Director are as follows:
Candidate
NumberAttendance atBoard ofDirectors
meetings
17/17
Representative Director and Chairman(100%)
Representative Director and President
17/17
Chief Health Officer (CHO)(100%)
Executive Vice President and Director
Executive General Manager of
17/17
Healthcare Business Department and(100%)
Director of Synapsology ResearchInstitute
Senior Managing Director
Chief Financial Officer
17/17
Executive General Manager of(100%)
Management Department
17/17
Director(100%)
Current position and responsibilities
in the Company

Name

1

Toshikazu Saito

Reappointment

2

Toshiharu Okamoto

Reappointment

3

Misao Mochizuki

Reappointment

4

Yoshitsugu Anzawa

Reappointment

5

Tomonori Yoshida

Reappointment

6

Nami Abe

Reappointment
OutsideIndependent

Outside Director

17/17(100%)

7

Kuniko Torayama

Reappointment
OutsideOutside Director

17/17(100%)

8

Takumi Matsui

Reappointment
OutsideIndependent

Outside Director

17/17(100%)

9

Kentaro Taniguchi

Reappointment
OutsideIndependent

Outside Director

14/14(100%)

Reappointment = Candidate for reappointment as Director
New Appointment = Candidate to be newly appointed as
Director Outside = Candidate for Outside Director
Independent = Candidate for Independent Director* Mr. Kentaro Taniguchi was newly elected at the previous year’s General Meeting of Shareholders (held on June 28, 2023).
Therefore, the number of times he attended Board of Directors meetings is different.

- 3 -Candidate Number 1

Toshikazu Saito (June 18, 1944)

Reappointment

Number of the Company's shares owned
Ordinary shares
350,000
Tenure as Director
38 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1967
Joined Dainippon Ink and Chemicals, Incorporated (currently DIC Corporation)
June 1986
Director of the Company
June 1990
Managing Director and Executive General Manager of Sales Department
June 1992
Representative Director and President
June 2004
Representative Director and President, Executive Officer
June 2007
President and Representative Director of Japan Sports Health Industries Federation
April 2008
Representative Director and Chairman, Executive Officer of the Company
April 2011
Representative Director and Chairman
February 2018
Outside Director of QB Net Holdings Co., Ltd.
August 2020
Representative Director and Chairman, Executive Officer of the Company (current
position)
September 2021
Outside Director (Audit and supervisory committee member) of QB Net Holdings Co.,Ltd.
December 2022
Temporary member of Sports Council, Japan Sports Agency
March 2023
Director of Tokyu Sports Oasis Co., Ltd. (currently Sports Oasis Co., Ltd.) (current
position)
Reason for nomination as candidate for Director
After planning the business and founding the Company in 1979, Mr. Toshikazu Saito became the Company's
Representative Director in 1992 and has been at the helm of the Company's management since then. The
Company continues to nominate him as a candidate for Director because of his extensive experience andaccomplishments in corporate management and the fitness industry.

- 4 -Candidate Number 2

Toshiharu Okamoto (July 16, 1957)

Reappointment

Number of the Company's shares owned
Ordinary shares
6,495
Tenure as Director
16 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1980
Joined Fukuoka Kasuga Lawn Tennis Club
June 2008
Director, Executive Officer, Deputy Executive General Manager of Sales Department,
Manager of Sales Administration Department Division of the Company
April 2011
Executive Managing Director, Executive General Manager of Sales Department
April 2015
Executive Managing Director, in charge of Sports Club Business Department
April 2016
Senior Managing Director, in charge of Sports Club Business Department andCoordinator of Business Support
April 2018
Senior Managing Director, Executive General Manager of Sales Department
April 2020
Executive Vice President and Director, Executive General Manager of Sales
Department and Executive General Manager of Business Planning and Development
Division
May 2020
Executive Vice President and Director, Executive General Manager of Sales
Department
June 2020
Representative Director and President, Chief Health Officer (CHO), Executive
General Manager of Sales Department
April 2021
Representative Director and President, Chief Health Officer (CHO) (current position)
June 2022
Board member of Fitness Industry Association of Japan (current position)
March 2024
Director of Tokyu Sports Oasis Co., Ltd. (currently Sports Oasis Co., Ltd.) (current
position)
Reason for nomination as candidate for Director
Mr. Toshiharu Okamoto has held key positions in the sales division of the sports club business department andcurrently serves as Representative Director and President, the chief executive in charge of business execution.
The Company continues to nominate him as a candidate for Director given his extensive experience andaccomplishments in corporate management and the Company's overall business.

- 5 -Candidate Number 3

Misao Mochizuki (March 15, 1962)

Reappointment

Number of the Company's shares owned
Ordinary shares
20,799Tenure as Director
4 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
December 1987
Joined the Company
October 2015
Executive Corporate Officer, Manager of New Business Development Division
April 2017Managing Executive Officer, Assistant to Healthcare Business Department, Assistant
to New Business Category/New Business and Manager of New Business Development
Division
April 2018
Managing Executive Officer, Deputy Executive General Manager of Healthcare
Solutions Division, and Director of Health and Sports Education Research Institute
April 2019
Managing Executive Officer, Deputy Executive General Manager of Healthcare
Solutions Division, Manager of Product R&D Division and Director of Synapsology
Research Institute
April 2020
Managing Executive Officer, Deputy Executive General Manager of Healthcare
Solutions Division, Manager of Healthcare R&D Division and Director of
Synapsology Research InstituteJune 2020
Executive Managing Director, Deputy Executive General Manager of Sales
Department, Coordinator of Healthcare, Manager of Healthcare R&D Division and
Director of Synapsology Research Institute
April 2021
Executive Managing Director, Executive General Manager of Healthcare Business
Department and Director of Synapsology Research Institute
April 2023
Executive Vice President and Director, Executive General Manager of Healthcare
Business Department and Director of Synapsology Research Institute (current
position)
April 2023
Visiting Professor, School of Health Studies, Tokai University (current position)
Reason for nomination as candidate for Director
Ms. Misao Mochizuki has held key positions in all aspects of the Company's business and currently oversees
the division responsible for functions related to the healthcare business. The Company continues to nominate
her as a candidate for Director given her extensive business experience and achievements at the Company.

- 6 -Candidate Number 4

Yoshitsugu Anzawa (February 5, 1964)

Reappointment

Number of the Company's shares owned
Ordinary shares
11,950Tenure as Director
5 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1988
Joined the Company
April 2008
Executive Corporate Officer, Manager of Corporate Planning Division
April 2010
Executive Corporate Officer, Deputy Executive General Manager of Healthcare
Business Department
April 2014
Executive Corporate Officer, Manager of Corporate Planning Division
April 2015
Executive Corporate Officer, Assistant to Corporate Strategy and Manager ofCorporate Strategy Division
April 2016
Managing Executive Officer, Coordinator of Business Efficiency, Assistant to theTreasurer, Assistant to Corporate Strategy
June 2016
Managing Executive Officer, Chief Financial Officer, Treasurer, Coordinator of
Business Efficiency, Assistant to Corporate Strategy
April 2017Managing Executive Officer, Chief Financial Officer, Treasurer, Coordinator of
Business Efficiency
April 2018
Managing Executive Officer, Chief Financial Officer, Executive General Manager ofGeneral Accounting and Finance Division
June 2019
Executive Managing Director, Chief Financial Officer, Executive General Manager ofBusiness Management Department
June 2020
Executive Managing Director, Chief Financial Officer, Executive General Manager ofPlanning Department and Executive General Manager of Business Management
Department
July 2020
Director, Community Net Inc. (current position)
September 2020
Executive Managing Director, Chief Financial Officer, Executive General Manager ofBusiness Management Department of the Company
April 2023
Senior Managing Director, Chief Financial Officer, Executive General Manager ofManagement Department (current position)
March 2024
Director of Tokyu Sports Oasis Co., Ltd. (currently Sports Oasis Co., Ltd.) (current
position)
Reason for nomination as candidate for Director
Mr. Yoshitsugu Anzawa has held key positions in the Corporate Strategy Division and currently holds the
position of Chief Financial Officer. The Company continues to nominate him as a candidate for Director given
his extensive business experience and accomplishments in corporate management as well as finance andaccounting.

- 7 -Candidate Number 5

Tomonori Yoshida (January 7, 1968)

Reappointment

Number of the Company's shares owned
Ordinary shares
14,750Tenure as Director
3 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1990
Joined the Company
April 2010
Executive Corporate Officer, Manager of Sales Planning Division
April 2015
Executive Corporate Officer, Manager of Personnel Strategy Division
November 2016
Executive Corporate Officer, Assistant to Corporate Strategy and Manager of
Personnel Strategy Division
April 2017Managing Executive Officer, Assistant to Corporate Strategy and Manager of
Personnel Strategy Division
April 2018
Managing Executive Officer, Executive General Manager of Corporate Department
June 2019
Managing Executive Director, Executive General Manager of Corporate Department
and Manager of Public Relation Division
April 2020
Managing Executive Director, Deputy Executive General Manager of Sales
Department, Director and General Manager of Sales
June 2020
Managing Executive Officer, Deputy Executive General Manager of Sales
Department, Coordinator of Sports Club Business Department and Manager ofCommunication Design Division
October 2020
Managing Executive Officer, Deputy Executive General Manager of Sales Department
and Coordinator of Sports Club Business Department
April 2021
Managing Executive Officer, Executive General Manager of Sports Club Business
Planning Division
June 2021
Managing Executive Director, Executive General Manager of Sports Club Business
Planning Division
March 2023
Executive Vice President and Representative Director of Tokyu Sports Oasis Co., Ltd.
(currently Sports Oasis Co., Ltd.) (current position)
April 2023
Director of the Company (current position)
March 2024
President, Representative Director and CEO of Tokyu Sports Oasis Co., Ltd. (currently
Sports Oasis Co., Ltd.) (current position)
Reason for nomination as candidate for Director
Mr. Tomonori Yoshida has held key positions in the planning, sales, and administrative divisions of the sports
club business, and has extensive experience and achievements in business and administrative divisions.
In addition, as he currently concurrently serves as President and Representative Director of Sports Oasis Co.,
Ltd. and is in a position to execute its management, he plays an important role in strengthening cooperation
with the Company. Therefore, the Company continues to nominate him as a candidate for Director.

- 8 -Candidate Number 6

Nami Abe (January 21, 1964)

Reappointment

OutsideIndependent

Number of the Company's shares owned
Ordinary shares
1,500
Tenure as Director
3 years(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1990
Joined Nikkei Inc.
April 2012
Senior Staff Writer and Editorial Writer, Editorial Bureau, Nikkei Inc.
April 2013
Senior Staff Writer, Editorial Writer and Editor-in-Chief of"Working Women's
Section" of the Nikkei's morning edition, Editorial Bureau, Nikkei Inc.
April 2014
Senior Staff Writer, Editorial Bureau, Nikkei Inc.
April 2016
Chief Newscaster, Editorial Bureau, Nikkei Inc.
April 2018
Senior Editor, Economic Commentary Department, Editorial Bureau,
Nikkei Inc.
April 2019
Deputy Editor, Economic Commentary Department, Editorial Bureau,
Nikkei Inc.
Visiting Professor, Faculty of Global Business, Showa Women's University
April 2020
Visiting Professor, Department of Business Administration, Tokyo Management
College (current position)
June 2021
Outside Director of the Company (current position)
April 2023
Visiting Research Fellow, Institute of Policy and Cultural Studies, Chuo University(current position)
Reason for nomination as candidate for Outside Director
Ms. Nami Abe has held key positions at Nikkei Inc. and has extensive experience in the news media andexpert insight in management. Although she does not have experience of being directly involved in corporate
management other than serving as an outside director, she has provided active opinions and suggestions
regarding public relations and sustainability strategies at meetings of the Board of Directors, and we expect
her to contribute to strengthening the Company's corporate governance and increasing our corporate value,
and therefore we continue to nominate her for Outside Director.

- 9 -Candidate Number 7

Kuniko Torayama (April 11, 1970)

Reappointment

OutsideNumber of the Company's shares owned
0
Tenure as Director
2 year(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1993
Joined Mitsubishi Electric Corporation
September 2000
Joined Squire Sanders & Dempsey LLP (current Squire Patton Boggs)
November 2000
Registered as an attorney at law in California, United States of America
January 2004
Joined Novartis Pharma K.K.
November 2004
Associate, Milbank, Tweed, Hadley & McCloy LLP
November 2005
Associate, Squire Sanders & Dempsey LLP (current Squire Patton Boggs)
June 2008
Outside Corporate Auditor of the Company
February 2010
Joined DIC Corporation
January 2022
Executive Officer, Head of ESG Division in charge of Diversity, DIC Corporation(current position)
June 2022
Outside Director of the Company (current position)
Reason for nomination as candidate for Outside Director
Ms. Kuniko Torayama is a licensed U.S. attorney with extensive experience and knowledge in corporate legal
affairs and sustainability. She has actively provided opinions and suggestions on the Company's sustainability
strategy, corporate governance, and other issues at the Board of Directors meetings, and we expect her tocontribute to strengthening the Company's corporate governance and increasing its corporate value. Therefore,
we continue to nominate her for Outside Director.

- 10 -

Candidate Number 8

Takumi Matsui (October 3, 1981)

Reappointment

OutsideIndependent

Number of the Company's shares owned
0
Tenure as Director
2 year(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
17/17(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 2006
Joined Bridgestone Corporation
October 2011
Joined Waku Consulting Co., Ltd.
April 2013
Executive Officer, Waku Consulting Co., Ltd.
April 2014
Director and Executive Vice President, Waku Consulting Co., Ltd.
May 2016
Matsui Service Consulting Representative (current position)
November 2018
Outside Director of Edutainment Planet Co. Ltd. (current position)
April 2020
Representative of Society for Serviceology
June 2022
Board member of Society for Serviceology (current position)
June 2022
Outside Director of the Company (current position)
Reason for nomination as candidate for Outside Director
Mr. Takumi Matsui has extensive experience and knowledge of corporate management and the service
industry as a representative of a service consulting business. He has provided active opinions and suggestions
on the improvement of service quality and corporate value at the Board of Directors meetings, and we expect
him to contribute to strengthening the Company's corporate governance and increasing its corporate value.
Therefore, we continue to nominate him for Outside Director.

- 11 -

Candidate Number 9

Kentaro Taniguchi (April 4, 1961)

New Appointment Outside Independent

Number of the Company's shares owned
0
Tenure as Director
1 year(At the conclusion of this General Meeting of Shareholders)
Attendance at Board of Directors meetings
14/14(100%)
Brief career history, positions and responsibilities, and significant concurrent positions
April 1987
Joined Nissho Iwai Corporation
February 2000
General Manager, New Business Planning Department, SoftBank E-Commerce Corp.
(now SoftBank Corp.)
March 2001
Executive Vice President and Representative Director, Cmnet Corporation
February 2003
Executive Officer, Deputy General Manager of Sourcing Division, DeeCorp Limited
September 2003
Director of DeeCorp Limited
January 2006
Director and Chief Operating Officer of DeeCorp Limited
April 2006
President and Director of DeeCorp Finance Limited
October 2006
President and Representative Director of DeeCorp Limited
June 2020
Chairman and Representative Director of DeeCorp Limited
June 2020
Outside Director of Takara Leben Co., Ltd.
April 2021
Chairman and Director of DeeCorp Limited
June 2022
President and Representative Director of Leben Clean Energy Co., Ltd. (currently
MIRARTH Energy Solutions Inc.) (current position)
October 2022
Executive Officer, MIRARTH Holdings, Inc. (current position)
June 2023
President and Representative Director of MIRARTH Green Tech Inc. (current
position)
June 2023
Outside Director of the Company (current position)
Reason for nomination as candidate for Outside Director
Mr. Kentaro Taniguchi has held important positions in several companies over the years and has abundant
experience and knowledge of corporate management, and we expect him to contribute to strengthening ourcorporate governance and increasing our corporate value. Therefore, we continued to nominate him for
Outside Director.

- 12 -

(Notes)

1.
2.

3.

4.

5.

There are no special interests between each candidate and the Company.
The Company designates Ms. Nami Mr. Abe, Mr. Takumi Matsui and Mr. Kentaro Taniguchi
as independent directors in accordance with Rule 436-2 of the Securities Listing Regulationsof the Tokyo Stock Exchange. If their reappointment is approved, they will continue to serve
as independent directors.
Liability limitation agreement with Outside Directors
The Company has entered into liability limitation agreements with Ms. Nami Abe, Mr.
Kuniko Torayama, Mr. Takumi Matsui and Mr. Kentaro Taniguchi, under which each of themshall be liable for damages up to the minimum liability amount stipulated in Article 425,
Paragraph 1 of the Companies Act if they have caused damage to the Company due tonegligence of their duties in good faith and without any gross negligence. If thereappointment of Ms. Nami Abe, Ms. Kuniko Torayama, Mr. Takumi Matsui and Mr. Kentaro
Taniguchi is approved, the Company intends to continue such agreements with each of them.
Directors and officers liability insurance policy
The Company has entered into a directors and officers liability insurance policy with aninsurance company. The policy provides that the insured shall be indemnified for damages
and costs of litigation in the event of a claim for damages in connection with the insured's
performance (including omissions) of his or her duties. All candidates for Directors will be
included as insured persons under the policy. The same policy will be continued at the next
renewal.
The family register name of Ms. Misao Mochizuki, a candidate for Director, is Ms. Misao
Konabe.

- 13 -

Proposal No. 2 Election of Two Corporate Auditors

The terms of office of two Corporate Auditors, Mr. Toshikazu Tanaka and Ms. Miyako Ikuta will expire at theconclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of
two Corporate Auditors.
The Board of Corporate Auditors has given its consent to this proposal.
The candidates for Corporate Auditor are as follows:
Candidate Number 1

Ryuta Katagiri (July 12, 1967)

New Appointment

Number of the Company's shares owned
Ordinary shares
18,800Tenure as Corporate Auditor―
Attendance at Board of Directors meetings―
Attendance at Board of Corporate Auditors meetings―
Brief career history, positions and significant concurrent positions
April 1990
Joined the Company
July 2008
Manager of Finance Division
April 2011
Manager of General Accounting and Finance Division
September 2017Manager of Active Life Division
April 2021
Manager of General Accounting and Finance Division
October 2023
General Manager, Corporate Planning Group, Corporate Planning Division of Tokyu
Sports Oasis Co., Ltd. (currently Sports Oasis Co., Ltd.)May 2024
Corporate Auditor of Tokyu Sports Oasis Co., Ltd. (currently Sports Oasis Co., Ltd.)(current position)
April 2024
General Manager of Administration Division (current position)
Reason for nomination as candidate for Corporate Auditor
Mr. Ryuta Katagiri has successively held important positions in the general accounting and finance divisions,and has extensive experience in the Company’s business and knowledge of corporate accounting. The
Company has newly nominated him as a candidate for Corporate Auditor as it believes that he will be able toappropriately perform audit duties for the Company.
(Note) There are no special interests between Mr. Ryuta Katagiri and the Company.

- 14 -

Candidate Number 2

Eri Furukawa (November 15, 1961)

New Appointment Outside Independent

Number of the Company's shares owned
0
Tenure as Corporate Auditor―
Attendance at Board of Directors meetings―
Attendance at Board of Corporate Auditors meetings―
Brief career history, positions and significant concurrent positions
April 1988
Certified to practice law in Japan
Joined Law Offices of Yumoto, Kogo & Mori (currently Law Offices of Yumoto, Ota& Miyazaki)
September 1992
Joined Alston & Bird Law Firm
July 1994
Partner lawyer of Law Offices of Yumoto & Ota (currently, Law Offices of Yumoto,
Ota & Miyazaki)
December 1997
Partner lawyer of Mitsui, Yasuda, Wani & Maeda
August 2003
Partner lawyer of City-Yuwa Partners
January 2021
Joined Fujimoto Patent & Law Office (patent law office) (current position)
May 2022
Director of HyAS & Co. Inc. (Full-time Audit and Supervisory Committee Member)
Reason for nomination as candidate for Outside Corporate Auditor
Ms. Eri Furukawa is qualified to practice law. The Company determined that she could utilize her extensive
experience, knowledge, etc. to further enhance the Company’s management monitoring system and canappropriately perform her duties as an Outside Corporate Auditor of the Company from an objective
standpoint. Although she has no experience of being directly involved in corporate management, the Company
has nominated her as a candidate for Outside Corporate Auditor for the above reasons.
(Notes)1.
2.

(Notes) 1.

2.

3.

There are no special interests between Ms. Eri Furukawa and the Company.
If her appointment is approved, the Company plans to designate her as an independent
director in accordance with Rule 436-2 of the Securities Listing Regulations of the Tokyo
Stock Exchange.
If the appointment of Mr. Ryuta Katagiri and Ms. Eri Furukawa is approved, the Company
will enter into a liability limitation agreement with them. An outline of the agreement is that
if a Corporate Auditor causes damage to the Company due to negligence of his/her duties ingood faith and without any gross negligence, he/she shall be liable for damages up to theminimum liability amount stipulated in Article 425, Paragraph 1 of the Companies Act.
The Company has entered into a directors and officers liability insurance policy with aninsurance company. The policy provides that the insured shall be indemnified for damages
and costs of litigation in the event of a claim for damages in connection with the insured's
performance (including omissions) of his or her duties. All candidates for Corporate Auditor
will be included as insured persons under the policy. The same policy will be continued at thenext renewal.
Ms. Eri Furukawa is scheduled to assume the position of outside corporate auditor of Sanoh
Industrial Co., Ltd., effective June 21, 2024.

- 15 -

Proposal No. 3 Election of One Substitute Corporate Auditor

Mr. Kiyoshi Watanabe, a substitute Corporate Auditor, was appointed at the 38th Annual General Meeting of
Shareholders held on June 25, 2020, and his post will expire at the commencement of this Annual General
Meeting of Shareholders. Hence, the Company proposes the election of one Substitute Corporate Auditor in
preparation for the case where the number of Corporate Auditors falls short of that stipulated in laws andregulations.
The effectiveness of the appointment may be rescinded by a resolution of the Board of Directors, with theconsent of the Board of Corporate Auditors, only prior to assuming office.
Additionally, the Board of Corporate Auditors has given its consent to this proposal.
The candidate for Substitute Corporate Auditor is as follows:
Kiyoshi Watanabe (December 21, 1949)
Brief career history, positions and significant concurrent positions
June 2002
Director and Executive General Manager of General Accounting and Finance Division of
the Company
June 2004
Director, Executive Corporate Officer and Executive General Manager of General
Accounting and Finance Division
April 2008
Director and Advisor
June 2008
Advisor (retired in June 2009)
June 2017
Representative Director of Borderless Consulting Co., Ltd.
Reason for nomination as candidate for Substitute Outside Corporate Auditor
The Company has determined that Mr. Kiyoshi Watanabe could utilize his extensive experience, knowledge
and expertise to further enhance the Company’s management monitoring system and contribute to theCompany’s audit duties from an objective standpoint. Therefore, the Company has nominated him as a
candidate for Substitute Outside Corporate Auditor.
Number of the Company's shares owned
0(Notes)1.
2.

3.

There are no special interests between Mr. Kiyoshi Watanabe and the Company.
Liability limitation agreement with Substitute Outside Directors
In the event that Kiyoshi Watanabe assumes the office of Corporate Auditor, the Company
will enter into a liability limitation agreement with him, under which he shall be liable fordamages up to the minimum liability amount stipulated in Article 425, Paragraph 1 of theCompanies Act if he has caused damage to the Company due to negligence of his duties ingood faith and without any gross negligence.
The Company has entered into a directors and officers liability insurance policy with aninsurance company. The policy provides that the insured shall be indemnified for damages
and costs of litigation in the event of a claim for damages in connection with the insured’s
performance (including omissions) of his or her duties. In the event that Kiyoshi Watanabe
assumes the office of Corporate Auditor, he will be included as the insured under the policy.
The same policy will be continued at the next renewal.

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Reference
Policy on Appointment of Directors
The Company's Articles of Incorporation stipulate that the number of Directors shall not exceed 15.
In selecting candidates for Directors, we comprehensively evaluate and judge their experience and expertise inlight of the requirements we seek of Directors, which are derived from our corporate philosophy andmanagement plan. In addition, for the Board of Directors, we select two or more candidates for Independent
Outside Directors from among corporate executives, experts, and others, based on their experience, insight,
and expertise that would make them suitable for solving the Company's management issues.
Policy on Appointment of Corporate Auditors
The Company's Articles of Incorporation stipulate that the number of Corporate Auditors shall not exceed
five.
More than half of the Corporate Auditors should consist of Outside Corporate Auditors, and the Company
selects candidates with knowledge and experience in finance, accounting, and legal matters who can properly
audit the execution of duties by Directors and ensure that they are executed fairly and efficiently.
Independence Requirements for Outside Officers
The Company has established the following independence requirements for outside officers.
1.
Not an Executive Director, Corporate Auditor (excluding Outside Auditor), advisor, Executive Officer
or employee of the corporate group consisting of the Company and its subsidiaries ("the Group"), andsomeone who has not been an Executive Director, Corporate Auditor (excluding Outside Auditor),
advisor, Executive Officer or employee of the Group in the 10 years preceding his or her appointment.
2.
Not a director, corporate auditor, advisor, executive officer or employee of a major shareholder of theGroup.
(A major shareholder is a company, etc. that holds 10% or more of the total voting rights)3.
Not a director, corporate auditor, advisor, executive officer or employee of a major businesscounterparty of the Group.
(A major business counterparty is a company whose payments or receipts from transactions with theGroup in any of the past three fiscal years account for 2% or more of the consolidated net sales of theGroup or business counterparty (including their parent companies and significant subsidiaries), or afinancial institution that accounts for 30% or more of our Group's outstanding loans in any of the past
three fiscal years.)4.
Not a director, corporate Auditor, executive officer or employee of a corporation or organization thathas received a large donation from the Group.
(A large donation is defined as an amount exceeding the greater of either 10 million yen or 30% of thedonor's average annual total expenses over the past three fiscal years.)
5.
No mutual dispatch of directors, corporate auditors, or executive officers between the counterparty and
the Group.
6.
Has not been a representative, employee, partner or employee of the Group's Independent Auditor in
the last five fiscal years.
7.
Not a lawyer, certified public accountant, consultant, or the like who receives a large sum of money orother assets from the Group.
(A large sum of money is defined as an average of 10 million yen per year or more over the past threefiscal years in the case of an individual, or more than 2% of the consolidated net sales of the relevantorganization in the case of an organization).
8.
Not a spouse, a relative within the second degree of kinship, or a person whose livelihood is shared byany of the following:(1)
Directors, Corporate Auditors, Executive Officers or key employees of the Group.
(2)
Those who have been a Director, Corporate Auditor, Executive Officer, or key employee of theGroup in any of the past five fiscal years.
(3)
Those whose appointment is restricted by 2 to 7 above.
(Key employee refers an employee in the position of General Manager or above.)
9.
No other doubts regarding independence in performing his or her duties as an Outside Officer.

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Reference

Director

Positio

Skill Matrix
If Proposal 1 and Proposal 2 are approved as proposed, the executive structure and the knowledge, experienceand expertise that the Company expects in particular will be as follows:

Name

Corporate Sports Club Healthcare
Management BusinessBusiness

Toshikazu Saito







Toshiharu Okamoto







Misao Mochizuki

Yoshitsugu Anzawa

Tomonori YoshidaNami Abe





Human
Marketing/
Resource
PublicService/
Product
Management/ Relations/
Hospitality
Development
Diversity & Branding
Inclusion













Kentaro Taniguchi

















Takako Ishida







Takumi Matsui

Legal andFinance and Governance/
Accounting
RiskManagement



Kuniko Torayama

Corporate Auditor

Global

Ryuta KatagiriTetsuya OyamaEri Furukawa(Notes)

1. The above list does not represent all the knowledge, experience, and expertise possessed by each individual.
2. The Healthcare Business consists of nursing care operations and operations peripheral to nursing care andmedical care, and operations for promoting health for corporations and health insurance associations as well as
for local communities and municipalities.

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