Securities code: 4310
May 31, 2024
(Start date of electronic provisioning measures: May 24, 2024)

Notice of Convocation of the 24th Annual General Meeting of Shareholders
Dear Shareholders:

We would hereby like to inform you that the 24th Annual General Meeting of Shareholders will be held as
follows.
The Notice of the General Meeting of Shareholders is provided electronically, and matters concerning theelectronic provision are posted on the following websites.

The Company’s web site
https://www.dreamincubator.co.jp/ir/shareholder_meeting/

The Tokyo Stock Exchange, Inc. web site
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
To view information regarding the convocation of the General Meeting of
Shareholders, please visit the website above, enter/search the name of the Company
or its securities code, and choose “Basic information,” “Documents for public
inspection / PR information.”
If you are unable to attend, you may exercise your voting rights in writing or via the Internet. Please review
the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
6:00 p.m. on Friday, June 14, 2024.

Yours faithfully

Takayuki Miyake
Representative Director and President
Dream Incubator Inc.
3-2-6 Kasumigaseki, Chiyoda-ku, Tokyo, Japan

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1

Date and Time

2

Venue

Monday, June 17, 2024, at 2:00 p.m.

Belle Salle Toranomon
Sumitomo Fudosan Toranomon Tower 2F, 2-2-1 Toranomon, Minato-ku, Tokyo, Japan
Items to be reported
1. Business Report, Consolidated Financial Statements for the 24th Fiscal Year (from April 1,
2023 to March 31, 2024), as well as Auditing Reports on Consolidated Financial Statements
by the Accounting Auditor and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 24th Fiscal Year (from April 1, 2023 to March
31, 2024)

3

AgendaItems to be resolved
Proposal 1

Partial Revisions to the Articles of Incorporation

Proposal 2

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

Proposal 3

Election of Two Directors Who Are Audit and Supervisory Committee Members

Proposal 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee
Member▍ If there is no indication of your vote for or against the proposal in the Voting Rights Exercise Form, your vote shall be treated as approvalof the proposal.
▍ If you have exercised your voting rights multiple times on the Internet, the final vote will be taken as valid.
▍ If you have exercised your voting rights both in writing and via the Internet, those exercised via the Internet will be taken as valid.
▍ If you plan to attend the meeting in person, please submit the Voting Rights Exercise Form to the receptionist at the meeting.
▍ If there are any amendments to the matters concerning the electronic provision, we will post the corrections on each website.
▍ Out of the matters subject to measures for electronic convocation, systems to ensure adequacy of business and overview of theiroperational status in the business report, consolidated and non-consolidated statements of changes in net assets, and notes to theconsolidated and non-consolidated financial statements are listed on the Company’s internet website in accordance with law and with
Article 15 of the Articles of Incorporation. The notes can be viewed online and, therefore, are not included in the convocation notice. The
Accounting Auditor and Audit and Supervisory Committee have audited the documents to be audited, including these matters subject tothe electronic provision measures published on the Company’s website.

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Proposal 1

Partial Revisions to the Articles of Incorporation

１. Reasons for the Proposal(1)Change in business purpose
The Company proposes to delete part of the business purpose set forth in Article 2 of the current Articles of Incorporation, inorder to clarify its business purpose to better reflect the current operational status. This proposed deletion will result in changes
in the numbering of articles.

(2)Change in executives
The proposed revision to Article 24 of the current Articles of Incorporation establishes a provision to allow the Board of Directors
to appoint president and other executives not only from among directors but also from executive officers, in a bid to enable theCompany to flexibly build an optimal management structure.

(3)Establishment of new provision regarding executive officers
The Company introduced the executive officer system in 2002 to ensure prompt business execution and clarify responsibilities.
The Company proposes to add a new provision to the Articles of Incorporation to clarify the method of appointing executive
officers and their roles. The establishment of the new provision will also result in changes in the numbering of articles.

２. Details of the Revisions
Details of the revisions are as follows.
(Revisions are underlined.)
Current Articles of Incorporation
Chapter 1 General Rules(Purpose)
Article 2 The Company shall operate following lines ofbusinesses.
1. Investment in and development of venturebusinesses
2. Management consulting business
3. Mediation in corporate mergers and alliances intechnology, sales, and manufacturing
4. Planning, operating, and holding lectures, training
courses, and seminars
5. Acquisition and storage of negotiable securities
6. General workers dispatching business and specificworkers dispatching business according to the
Manpower Dispatching Business Act
7. Fee-charging employment service
8. Planning and production of advertisements andpublic relations materials, and marketing and sales
agency businesses
9. Collection, analysis, and management of
information, and data service
10. Non-life insurance agency business
11. Any and all businesses relevant to each of theforegoing

Proposed Revisions
Chapter 1 General Rules(Purpose)
Article 2 The Company shall operate following lines ofbusinesses.
1. Investment in and development of venturebusinesses
2. Management consulting business
3. Mediation in corporate mergers and alliances intechnology, sales, and manufacturing
4. Planning, operating, and holding lectures, training
courses, and seminars
5. Acquisition and storage of negotiable securities<Deleted>

Chapter 4 Directors and the Board of Directors(Executive directors)
Article 24 A certain number of presidents, vice presidents, andother executives appointed by the Board of
Directors may be selected from among directors(except for Audit and Supervisory Committee
members) according to the resolution of the Boardof Directors.

Chapter 4 Directors and the Board of Directors(Executives, etc.)
Article 24 A certain number of presidents, vice presidents, andother executives appointed by the Board of
Directors may be selected from among directors(except for Audit & Supervisory Committee
members) or executive officers according to theresolution of the Board of Directors.

Article 25 ～ Article 28(omitted)

Article 25 ～ Article 28(same as the current Articles of Incorporation)<Newly established>(Executive officers)
Article 29 The Company may, by resolution of the Board of
Directors, appoint executive officers to share andexecute the business of the Company.

Article 29 ～ Article 45(omitted)

Article 30 ～ Article 46(same as the current Articles of Incorporation)<Deleted>
6. Planning and production of advertisements andpublic relations materials, and marketing and sales
agency businesses
7. Collection, analysis, and management of
information, and data service
8. Non-life insurance agency business
9. Any and all businesses relevant to each of theforegoing-3-Election of Three Directors Who Are Not
Audit and Supervisory Committee Members

Proposal 2

The term of office of all (four) of the Company’s directors (excluding directors who are Audit and Supervisory Committee members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this general meeting. Accordingly, we request theelection of Three directors. With regard to this proposal, the Audit and Supervisory Committee has expressed its opinion that all of thedirector candidates are qualified and capable of fulfilling the roles expected of directors.
Director candidates are as follows.

No.

Name

Age

Current Position,
Responsibility

Attendance at Boardof Directors
Meetings

1

Takayuki
Miyake54

Representative
Director, President

100%(12/12)

Reelection

Executive
officer—2

Kyohei
Hosono51

Director, Executive
Vice President

100%(12/12)

Reelection

Executive
officer—

3

Tsutomu
Fujita64

Director

100%(12/12)

Reelection

Outsidedirector

１

Attributes of Director Candidates

Takayuki Miyake (Born April 24, 1970; age 54)

Independent
directorReelection

Number of Company shares held: 87,600 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1995 Joined the Ministry of International Trade and Industry(now the Ministry of Economy, Trade and Industry)
Jul. 2001 Joined A.T. Kearney
Jun. 2004 Joined Dream Incubator
Nov. 2004 Manager
Oct. 2009 Executive Officer (current position)
Jun. 2019 Director
Jun. 2020 Representative Director & COO
Jun. 2021 Representative Director, President (current position)

Reasons for Selection as a Candidate for Director
Mr. Takayuki Miyake assumed the position of Executive Officer of the Company in 2009. As officer in charge of the Business
Production Department, he has contributed to the establishment and development of our unique consulting services, producing new
businesses and industries. He assumed the position of Representative Director and President in 2021, and has promoted efforts tostrengthen the Company’s earnings base, with a focus on producing businesses. We have determined that his extensive work experienceand high level of management insight are necessary to continuously enhance the Group’s corporate value going forward, and werequest his continued election as a Director.

２

Kyohei Hosono(Born April 28, 1973; age 51)

Reelection

Number of Company shares held: 38,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1996
Aug. 1998
May 2000
Oct. 2005
Aug. 2007
Oct. 2009
Oct. 2012
Jun. 2019
Jun. 2020
Jun. 2021

Joined the Overseas Economic Cooperation Fund(now the Japan Bank for International Cooperation)
Studied abroad at St. Petersburg State University
Masters of Public Administration, University of Michigan
Joined Dream Incubator
ManagerManaging Director in Charge of Asia
Executive Officer (current position)
Director
Representative Director & COO
Director, Executive Vice President (current position)

Reasons for Selection as a Candidate for Director
Mr. Kyohei Hosono was responsible for producing global businesses that bridge Japan and other parts of Asia by supporting large
corporations in their Asian expansion strategies and fostering investment geared toward Asia. In addition, as the officer in charge of the
Incubation Department, he helped to cultivate development in innovative venture companies and growth businesses. We havedetermined that his extensive work experience and high level of management insight are necessary to continuously enhance theGroup’s corporate value going forward, and we request his continued election as a Director.

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3

Tsutomu Fujita(Born March 2, 1960; age 64)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1982
Oct. 1997
Sep. 2000
Nov. 2010
Jun. 2016
Apr. 2017
Jul. 2017
Sep. 2019
Jun. 2020
Jun. 2021
Jun. 2021
Apr. 2022
Jun. 2022
Jun. 2023

Joined Yamaichi Securities Co., Ltd.
Joined Merrill Lynch Asset Management
Joined Nikko Salomon Smith Barney Securities Ltd. (now Citigroup Global Markets Japan Inc.)
Director & Vice Chairman
Advisor, Citigroup Global Markets Japan (current position)
Adjunct Professor, School of Business Administration, Hitotsubashi University (current position)
Representative, Hitotsubashi University Graduate School Fintech Research Forum (current
position)
Director, HOUSE DO Co., Ltd. (now &Do Holdings Co., Ltd.)
Outside Director, RIZAP Group, Inc. (current position)
Outside Director, Dream Incubator (current position)
Outside Director, ZUU Co., Ltd.
Visiting Professor, School of Business Administration, Hitotsubashi University (current position)
Representative Director & President, Strategy Advisors Co., Ltd. (current position)
Outside Audit, ITOCHU Corporation (current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
Mr. Tsutomu Fujita has gained extensive experience and insight in corporate management through such roles as Advisor (andformerly Vice Chairman) of Citigroup Global Markets Japan, serving as Outside Director to multiple companies, and his position as
Adjunct Professor in the School of Business Administration at Hitotsubashi University. Based on this background, he has helped tostrengthen the Company’s corporate governance by supervising its management and providing accurate and meaningful advice on the
Company’s overall management. Through such efforts, we expect that he will continue contributing toward the enhancement of theGroup’s corporate value, and we therefore request his continued appointment.
Notes: 1. No special-interest relationships exist between the individual candidates and the Company.
2. Mr. Tsutomu Fujita is a candidate for outside director. As he satisfies the requirements for an independent director as stipulated by the Tokyo Stock
Exchange, Inc., if Mr. Tsutomu Fujita assumes the position of outside director, we intend to provide notice that he is an independent director.
3. Mr. Tsutomu Fujita is currently an outside director of the Company. At the conclusion of this general meeting, his period of tenure will be three years.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Tsutomu Fujita to limit his
liability for damages as provided for by Article 423, Paragraph 1 of the Companies Act. If Mr. Tsutomu Fujita performs his duties in good faith andwithout gross negligence, his maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations.
If his reelection is approved, the Company intends to continue this agreement with him.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act withan insurance company. If the individual candidates are elected and assume their positions as directors, the Company plans to include them as insured
parties under this insurance policy. For details of the insurance policy, see “Business Report, 4. Matters concerning Company Officers, (3) Overview of
Details of Directors and Officers Liability Insurance Policy” in the convocation notice.

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Election of Two Directors Who Are Audit and Supervisory
Committee Members

Proposal 3

The term of office for two directors who are Audit and Supervisory Committee members, namely Soichiro Uno and Sakon Uda, will
expire at the conclusion of this general meeting. Accordingly, we request the election of two directors who are Audit and Supervisory
Committee members. The Audit and Supervisory Committee has approved this proposal.
The candidate for director who are Audit and Supervisory Committee members are as follows.

Attendance at
Audit
and Supervisory
Committee
Meetings

No.

Name

Age

Current Position,
Responsibility

Attendanceat Board of
Directors
Meetings

1

Tetsuro Harada

58

Director

100%(12/12)‐69

Director, Audit andSupervisory

100%

100%

(12/12)(13/13)

2

Sakon Uda

Committee member

Attributes of Director Candidates

New election

Reelection——

OutsideIndependent

director

director

New

1

Tetsuro Harada(Born September 22, 1965; age 58)

Election

Number of Company shares held: 54,300 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981年 Joined the Japan Maritime Self-Defense Force
Apr. 1990年 Joined Nippon Life Insurance Company
May 1996年 Received MBA from the University of California, Berkley
Oct. 2000年 Joined Dream Incubator
Jan. 2003年 Manager
Jun. 2006年 Executive Officer
Nov. 2017年 Director, ipet Insurance Co., Ltd.
Jun. 2018年 Director, Dream Incubator
Jun. 2020年 Representative Director & CEO
Oct. 2020年 Director, ipet Holdings, Inc. (Audit and Supervisory Committee member)
Jun. 2021年 Director, ipet Holdings, Inc.
Jun. 2023年 Director and Chairman of the Board of Directors, Dream Incubator (current position)
Jun. 2024年 Outside Director, Mandom Corporation (scheduled to take office from June 21, 2024)
Jun. 2024年 Outside Director, Wacoal Holdings Corp. (scheduled to take office from June 25, 2024)

Reasons for Selection as a Candidate for Director
In 2006, Mr. Tetsuro Harada assumed the position of Executive Officer in charge of the Corporate Department. Since then, he has
directed all aspects of the Company's business administration and human resources and general affairs, helping to improve the soundness
and transparency of the Company's management. Since assuming the position of Representative Director and CEO in 2020, he has striven
to enhance corporate governance as Chairman of the Board of Directors. The Company has determined that his such abundant andextensive knowledge and expertise are necessary for supervising and auditing the Company’s management and requests his election as
Director also serving as Audit and Supervisory Committee member.

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２

Sakon Uda

(Born May 22, 1955; age 69)

Reelection

Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Jul. 1989
Dec. 1995
Feb. 2006
Oct. 2007
May 2010
Jul. 2010
Jun. 2011
Dec. 2011
Nov. 2012
Apr. 2014
Jun. 2014
May 2015
Apr. 2016
Sep. 2016
Jul. 2017
Nov. 2017
Mar. 2019
Jun. 2021
Jun. 2022
Jun. 2022
Jun. 2022
Feb. 2023
May 2023
Jun. 2023

Joined Nippon Kokan K.K. (now JFE Holdings, Inc.)
Joined McKinsey & Company
Principal (Partner)
Executive Officer, Japan Post Holdings Co., Ltd.
Senior Managing Executive Officer, Japan Post Holdings Co., Ltd. First Executive Officer,
Japan Post Service Co., Ltd. (now Japan Post Holdings Co., Ltd.)
Professor, Business Breakthrough University
Executive Officer, Chief Operating Officer (COO), The Tokyo Star Bank, Limited
Outside Director, EBARA Corporation
Managing Director of Investigation, Fukushima Nuclear Accident Independent Investigation
Commission
Counselor, Nuclear Damage Compensation Facilitation Corporation (now Nuclear Damage
Compensation and Decommissioning Facilitation Corporation)
Dean, Faculty of Business Administration, Professor, Business Breakthrough University
Director, Business Breakthrough, Inc.
Director, Academic Panel Member, Public Utility Fund Japan–North America Medical
Exchange Foundation
Vice President, Business Breakthrough University
Special Advisor, Tokyo Metropolitan Government Political Reform Headquarters
Executive Director, Public Utility Fund Japan–North America Medical Exchange Foundation
Member, Tokyo Metropolitan Government Urban Planning Council Committee (current
position)
Outside Director and Chairman of the Board of Directors, EBARA Corporation
Outside Director, The CC Innovation, Ltd.
Director and Vice Chairman, Strategy Advisors Co., Ltd.
Outside Director (Audit and Supervisory Committee member), Dream Incubator (current
position)
Outside Director, Pacific Consultants, Co., Ltd. (current position)
Electricity rate advisor, Consumer Affairs Agency (current position)
Outside Director, Ichigo Inc. (current position)
Outside Director (Audit and Supervisory Committee member), Hokkoku Financial Holdings,
Inc. (current position)

Reasons for Selection as a Candidate for Outside Director and Overview of Expected Role
In addition to his extensive management experience at such organizations as McKinsey & Company, a consulting firm, as well as Japan
Post Holdings Co., Ltd. and The Tokyo Star Bank, Limited, Mr. Sakon Uda had served as Chairman of the Board of Directors as an
Outside Director of EBARA Corporation. Given this background, we believe he can offer useful opinions and strategic plans to improve
the Company’s corporate governnance. In addition, we anticipate that he will utilize his experience and insight in auditing the Company’s
management. Accordingly, we request his continued appointment as an Outside Director who is an Audit and Supervisory Committee
member.
Notes: 1. No special-interest relationships exist between individual candidate and the Company.
2. Mr. Sakon Uda is a candidate for outside director. As he satisfies the requirements for an independent director as stipulated by the Tokyo Stock Exchange,
Inc., if Mr. Sakon Uda assumes the position of outside director, we intend to provide notice that he is an independent director.
3. Mr. Sakon Uda is currently an outside director who is an Audit and Supervisory Committee member of the Company. At the conclusion of this general
meeting, his period of tenure will be two years.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreement with Mr. Sakon Uda to limit his liability
for damages as provided for by Article 423, Paragraph 1 of the Companies Act. If Mr. Sakon Uda performs his duties in good faith and without grossnegligence, his maximum liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations. If his
reelection is approved, the Company intends to continue this agreement with him. Furthermore, if the appointment of Mr. Tetsuro Harada is approved, theCompany plans to conclude a liability limitation agreement with him with the same content as above.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act withan insurance company. If Mr. Sakon Uda is elected and assumes his position as director who is an Audit and Supervisory Committee member, theCompany plans to include his as an insured party under this insurance policy. For details of the insurance policy, see “Business Report, 4. Mattersconcerning Company Officers, (3) Overview of Details of Directors and Officers Liability Insurance Policy.” in the convocation notice.

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Expected Management Structure if
Proposals 1 and 2 Are Approved

Reference

Under the medium-term management plan, we aim to realize our mission statement of “changing societies and creating businesses”
while enhancing corporate value. To promote and maintain governance over the medium-term plan, the Board of Directors will
improve its monitoring function continuously.
We appoint directors with broad experience in management, as well as expertise, knowledge, and experience in various fields toimprove the effectiveness of the Board of Directors.
We believe it is particularly important for the Company’s directors to have experience in the following areas.

Skills and Experience

Description

Corporate management

General experience, knowledge, and governance experience related to the management oflisted companies

Capital markets

Experience and knowledge of investing in listed companies and responding to shareholders
and investors

Finance and accounting

Knowledge of finance and accounting and experience in formulating financial strategies,
including growth investments and shareholder return strategies

Legal and risk management Specialized knowledge and experience in corporate legal, regulatory and risk management
Consulting

Consulting experience and management experience in the consulting businessGovernment, international

Experience in government, related organizations, and international organizations working toinstitutions

resolve social issues through industry

GlobalManagement experience in a global company or business experience outside Japan

Areas of Particular Expertise and Experience
Name

Position

OutsideIndependent

Corporate

CapitalFinance andManagement

Markets

Accounting

Legal and
Risk

Government,
Consulting

Management

International

Takayuki Miyake

Representative Director,
President

Yes

Yes

Yes

Kyohei Hosono

Director, Executive
Vice President

Yes

Yes

Yes

Tsutomu Fujita

Director

Tetsuro Harada

Director, Audit andSupervisory Committee
memberYuriya Komatsu

Sakon Uda

Director, Audit andSupervisory Committee
memberDirector, Audit andSupervisory Committee
member

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Yes

Note: The above skills matrix is a list of skills and areas of expertise that we specifically expect from each candidate. This table does not represent all of theknowledge and experience that each person possesses.

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Yes

Yes

Yes

Yes

GlobalInstitutions

Proposal 4

Election of One Substitute Director Who Is an Audit andSupervisory Committee Member

We request the election of one substitute Director who is an Audit and Supervisory Committee member (a person who could substitutefor any of the Directors who are Audit and Supervisory Committee members) to prepare for the situation in which the number ofCompany Directors who are Audit and Supervisory Committee members falls below the number required by laws and regulations. This
proposal has been approved by the Audit and Supervisory Committee.
The candidate for substitute Director who is an Audit and Supervisory Committee member is as follows.

Hideka Morimoto (Born January 4, 1957; age 67)
Number of Company shares held: 0 shares
Brief Personal History, Positions, Duties, and Important Concurrent Positions
Apr. 1981
Sep. 1997
Feb. 2002
Jul. 2008
Jul. 2009
Aug. 2011
Sep. 2012
Jul. 2014
Jul. 2017
Jul. 2019
Jan. 2020
Apr. 2020
Jun. 2020
Jun. 2021
Mar. 2022

Joined Environment Agency (now Ministry of the Environment)
Private Secretary, Director General of Environment Agency
Private Secretary, Minister of the Environment
Director, General Affairs Division, Ministry’s Secretariat
Director, Personnel Division, Ministry’s Secretariat
Councilor, Cabinet Secretariat and Director, Cabinet Secretariat Nuclear Safety Regulation
Organizational Reform
Deputy Director General, Nuclear Regulation Agency
Ministry’s Secretariat, Ministry of the Environment
Administrative Vice-Minister, Ministry of the Environment
Advisor, Ministry of the Environment
Special Advisor, Dream Incubator (current position)
Professor, Faculty of Law, Waseda University (current position)
Chief Director, Institute for Promoting Sustainable Societies (current position)
Outside Director, Takasago Thermal Engineering Co., Ltd. (current position)
Outside Director, INPEX Corporation (current position)

Reasons for Selection as a Candidate for Substitute Outside Director and Overview of Expected Role
Mr. Hideka Morimoto has held multiple important posts, including Administrative Vice-Minister at the Ministry of the Environment.
Since assuming the position of special advisor to the Company in January 2020, he has provided us with suggestions on management
based on his abundant experience and knowledge. Although Mr. Hideka Morimoto has no experience of being involved in the
management of a company, we expect that he would apply his experience and expertise toward the auditing of our management.
Accordingly, we request his election as a substitute Outside Director who is an Audit and Supervisory Committee member.
Notes: 1. No special-interest relationships exist between Mr. Hideka Morimoto and the Company.
2. Mr. Hideka Morimoto is a candidate for substitute Outside Director who is an Audit and Supervisory Committee member. As he satisfies the requirements
for an Independent Director as stipulated by the Tokyo Stock Exchange, Inc., if Mr. Hideka Morimoto assumes the position of Director who is an Audit
and Supervisory Committee member, we intend to provide notice that he is an Independent Director. Furthermore, although he is currently a special
advisor to the Company, his annual remuneration is less than 10 million yen, which satisfies the independence criteria for outside directors established by
the Company, and so we believe his independence from the Company is sufficient.
3. If Mr. Hideka Morimoto assumes the position of Director who is an Audit and Supervisory Committee member, in accordance with Article 427, Paragraph
1 of the Companies Act, the Company intends to enter into an agreement with Mr. Hideka Morimoto to limit his liability for damages as provided for by
Article 423, Paragraph 1 of the Companies Act. If Mr. Hideka Morimoto performs his duties in good faith and without gross negligence, his maximum
liability for damages to the Company shall be limited to the minimum amount stipulated in laws and regulations.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph 1 of the Companies Act withan insurance company. If Mr. Hideka Morimoto assumes the position of Director who is an Audit and Supervisory Committee member, the Company plans
to include him as an insured party under this insurance policy. For details of the insurance policy, see “Business Report, 4. Matters concerning Company
Officers, (3) Overview of Details of Directors and Officers Liability Insurance Policy.” in the convocation notice.

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