(TRANSLATION ONLY)DAIWA HOUSE INDUSTRY CO., LTD.
3-3-5, Umeda, Kita-ku, Osaka, Japan

June 6, 2024
(Date of commencement of electronic provision measures: May 31, 2024)
Notice of the 85th Ordinary General Meeting of Shareholders
Dear Shareholders:
We hereby notify you of the 85th Ordinary General Meeting of Shareholders, to be held at the time andlocation set forth below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of information contained in the reference materials for the general meeting of shareholders, etc.
(the “matters subject to electronic provision measures”). Please access the Company’s website below toreview the information.
The Company’s website: https://www.daiwahouse.com/English/ir/stockholder/
In addition to the website above, the matters subject to electronic provision measures are also available on
the Tokyo Stock Exchange (TSE) website. To view the information, please access the TSE website (Listed
Company Search) below, enter “DAIWA HOUSE INDUSTRY” in the “Issue name (company name)” fieldor our securities code “1925” in the “Code” field, and click “Search.” Then, click on “Basic information”
and “Documents for public inspection/PR information” in this order to find “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting” in the “Filed
information available for public inspection” section.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights in writing (by mail) or over theInternet, etc. Please review the Reference Materials for General Meeting of Shareholders and exercise yourvoting rights before 6:00 p.m. of Wednesday, June 26, 2024.
Very truly yours,
Keiichi Yoshii
Representative Director and President

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1

Date and time: Thursday, June 27, 2024 at 10:00 a.m.

2

Location:

3

Purpose of the meeting
Matters to be reported:
1 The Business Report, the Consolidated Financial Statements, and the Independent Auditors’
Report and the Audit & Supervisory Board’s Report Concerning the Consolidated Financial
Statements for the 85th Fiscal Year (from April 1, 2023 to March 31, 2024)
2 The Financial Statements for the 85th Fiscal Year (from April 1, 2023 to March 31, 2024)

The Grand Ballroom, THE RITZ-CARLTON, OSAKA, 2nd Fl.,
2-5-25, Umeda, Kita-ku, Osaka, Japan(Please be advised that if all seats in the venue are taken, you will be asked to beseated in another room.)

Matters to be resolved:
Proposal 1 Dividends from Surplus
Proposal 2 Election of Fourteen (14) Directors
Proposal 3 Election of One (1) Audit & Supervisory Board Member
Proposal 4 Payment of Bonuses for Directors
Proposal 5 Setting of the Amount of Bonuses to Directors- Among the matters subject to electronic provision measures, the following items are not provided in
the paper copy to shareholders who made a request for delivery of documents in accordance with thelaws and regulations and provisions of Article 16 of the Articles of Incorporation of the Company.
Accordingly, the paper copy to be delivered to shareholders who made a request for delivery of
documents constitutes part of the documents audited by the Audit & Supervisory Board Members andthe Independent Auditors in preparation of audit reports.
(i) “Matters regarding Stock Acquisition Rights, etc. of the Company” in the Business Report(ii) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(iii) “Statements of Changes in Net Assets” and “Notes to the Financial Statements” in the Financial
Statements- If any amendments are made to matters subject to the electronic provision measures, such amendments
will be posted on the Company’s website and the TSE website above.

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Guide to Exercising Your Voting Rights
If you are attending the meeting
Date and time of the General Meeting of Shareholders: Thursday, June 27, 2024 at 10:00 a.m.

Submitting the voting rights exercise form at the reception desk
Please submit the enclosed voting rights exercise form at the reception desk.

If you choose not to attend the meeting
Votes must be completed by:

Wednesday, June 26, 2024 at 6:00 p.m.

Voting in writing
Please indicate your approval or disapproval of the proposals in the voting rights exercise form enclosed
herein, and return the form to the Company by the deadline for the exercise of voting rights.
In the event that your approval or disapproval of any proposal is not indicated on the voting rights
exercise form, it shall be considered as an indication of approval.
Voting online (using PCs, smartphones, or other devices)
Please follow the instructions on the next page to exercise your voting rights by entering your approvalor disapproval of the proposals by the exercise deadline.

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Voting with smartphones
Votes must be completed by:

Wednesday, June 26, 2024 at 6:00 p.m.

(1) Scan the QR Code® on the voting rights exercise form.
(2) Select the “Exercise Voting Rights” button on the top page of The Portal of Shareholders’Meeting.
(3) Follow the on-screen guidance and enter your approval or disapproval.
Voting with PCs or other devices
Votes must be completed by: Wednesday, June 26, 2024 at 6:00 p.m.
Access the following URL and log in by entering the login ID and password shown on the voting rights
exercise form.
Once logged in, follow the on-screen guidance and enter your approval or disapproval.
URL of The Portal of Shareholders’ Meeting: https://www.soukai-portal.net
The Voting Rights Exercise Website also remains available: https://www.web54.net
Notes
・ If you wish to change your vote after exercising your voting rights once, you will need to enter the“Voting Code” and “Password” indicated on the voting rights exercise form.
・ If you exercise your voting rights both in writing and via the Internet, only the vote via the Internet will
be handled as your valid exercise of voting rights. If you exercise your voting rights multiple times via
the Internet, etc., then the last vote you submit will be handled as your valid exercise of voting rights.

Electronic Voting Platform
Institutional investors, only if they apply in advance to use it, may use “Electronic Voting Platform”
operated by ICJ, Inc., a joint venture established by TSE and others, as a method for exercising their voting
rights electronically, in addition to the aforementioned exercise of their voting rights via the Internet.

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Reference Materials for General Meeting of Shareholders
Proposals and Reference Information
Proposal 1: Dividends from Surplus
Taking into account our operating performance for the current fiscal year and future businessdevelopment, it is proposed that year-end dividends for the 85th fiscal year be distributed as follows:(1) Type of dividend assets
Cash(2) Allotment of dividend assets and total amountThe Company proposes to pay 80 yen per common share of the Company.
Subsequently, the total payment of year-end dividends will be 51,185,821,360 yen.
Thus, the annual dividend will be 143 yen per share (increased by 13 yen from the previous fiscal
year), including the interim dividend of 63 yen paid on December 5, 2023.
(3) Effective date of payment of dividends
June 28, 2024

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Proposal 2: Election of Fourteen (14) Directors
At the conclusion of this general meeting of shareholders, the term of office of all Directors (13) will
expire. Accordingly, we propose the election of fourteen (14) Directors of which six (6) are Outside
Directors, increasing the number of Outside Directors by one (1), to strengthen the supervisory function.
The Company upholds a policy of having a Board of Directors that comprises diverse directors withdiffering backgrounds in terms of knowledge, experience and expertise, etc. in order to ensure theeffectiveness of the Board of Directors as a whole. In accordance with this policy, we decide nominees
for Director following a process of deliberation by the Nomination Advisory Committee chaired by anindependent Outside Director, of which Independent Outside Directors form a majority. Also, we haveestablished Independence Standards for Outside Officers as described on page 24; all six (6) nominees
for Outside Director in this proposal meet these standards.
The nominees for the position of Director are as follows.

No.

Name

Current Positions and Main Responsibilities
in the Company

Attendance atmeetings of theBoard ofDirectors(Attendance rate)1

Keiichi Yoshii<To be reelected>

2

Takeshi Kosokabe<To be reelected>

3

Yoshiyuki Murata<To be reelected>

4

KeisukeShimonishi<To be reelected>

Director and Senior Managing Executive Officer
Head of Commercial Construction Business Division

13 of 13
(100%)

5

Hirotsugu Otomo<To be reelected>

Director and Senior Managing Executive Officer
Head of Management Strategy Planning Headquarters
Head of Overseas Division
General Manager, Corporate Strategy Planning
Department
In charge of Livness BusinessIn charge of Sustainability Management

13 of 13
(100%)

6

Kazuhito Dekura<To be reelected>

Director and Managing Executive Officer
Head of Apartment Business Division

12 of 13
(92%)

7

Yoshinori
Ariyoshi<To be reelected>

Director and Managing Executive Officer
General Manager, Compliance and Quality Assurance
Promotion Headquarters
Supervising Central Research Laboratory

13 of 13
(100%)

Representative Director and President
CEO
Representative Executive Vice President
CFO
General Manager, Management Administration
Headquarters
Representative Executive Vice President
Head of Technology Coordination Department
In charge of Production Headquarters and Research
Headquarters

6

12 of 13(92%)
13 of 13
(100%)
13 of 13
(100%)

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No.

Name

Current Positions and Main Responsibilities
in the Company

Attendance atmeetings of theBoard ofDirectors(Attendance rate)

8

Toshiya Nagase<To be reelected>

Director and Managing Executive Officer
Head of Single Family Housing Business Division

13 of 13
(100%)

9

Yukinori Kuwano<To be reelected>

Outside Director<Outside> <Independent>

13 of 13
(100%)

10

Miwa Seki<To be reelected>

Outside Director<Outside> <Independent>

13 of 13
(100%)

11

Kazuhiro
Yoshizawa<To be reelected>

Outside Director<Outside> <Independent>

13 of 13
(100%)

12

Yujiro Ito<To be reelected>

Outside Director<Outside> <Independent>

13 of 13
(100%)

13

Toshikazu Nambu<To be newly
elected><Outside> <Independent>-<Outside> <Independent>-

Tomomi
Fukumoto
14<To be newly
elected><To be reelected><To be newly elected><Outside><Independent>

Candidate to be reelected as Director
Candidate to be newly elected as Director
Candidate for Outside Director
Independent officer reported to the Tokyo Stock Exchange

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Expertise and experience of nominees for the position of Director (Skill matrix)
The Company’s basic policy is to enhance corporate value by creating value for shareholders, customers,
employees, business partners and society through the provision of products and services that are essential
to society. In addition, we have defined “Our Hopes for the Future (Purpose)” as “Creating thefundamental societal infrastructure and lifestyle culture rooted in regeneration, ensuring a world where
we live together in harmony embracing the Joys of Life.” To achieve the Purpose based on the above
basic policy, we have formulated the following skill matrix to ensure a high level of effectiveness of theBoard of Directors.

No.

Name

1

Keiichi
Yoshii

PositionsManagement

Finance andAccounting

Legal affairs
Technology International
and Risk
and R&D experiencemanagement

DX-IT Environment

Society

Corporate
governance

●

●

●

●

Representative
Director and

●

●

●

●

President

2

Representative
TakeshiExecutive
KosokabeVice President●

3

Representative
Yoshiyuki
Executive
MurataVice President

●

●

●

●

●

●

●

●

●

●

●

●

●

Director and4

SeniorKeisukeManaging
Shimonishi
Executive
Officer
Director and5

SeniorHirotsugu
Managing
Otomo
Executive●●●

Officer
Director and
6

Kazuhito Managing
Dekura Executive
Officer
Director and7

Yoshinori Managing
Ariyoshi Executive●●

Officer
Director and8Toshiya
NagaseManaging
Executive●●●

Officer

9

Yukinori
KuwanoOutsideDirector

●

●

8

●

●

●

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Outside10

Miwa Seki

11

Kazuhiro Outside
Yoshizawa Director

12

Yujiro Ito

13

14

Director

Outside

●

●

●

●

●

●

Toshikazu
Nambu

●

●

Tomomi
Fukumoto●

Director

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(Note) The above table shows the areas of expertise the Company particularly expects of nominees for
Director.

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No. of nominee

1<To be reelected>
Attendance at meetings ofthe Board of Directors
12 of 13(92%)

No. of the Company’s shares held bynominee:
65,818 shares

Keiichi Yoshii(Date of birth: May 27, 1958)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
June 1990
Joined the Company
April 2010 Executive Officer
June 2011
Director and Senior Executive Officer
General Manager, Overseas Division
In charge of Overseas Business
April 2013 Director and Managing Executive Officer
Tokyo Head Branch Manager
May 2013
Head of Overseas Business
April 2014 Deputy General Manager, Marketing Headquarters
General Manager, Kanto Regional Business Unit
April 2016 Director and Senior Managing Executive Officer
General Manager, Marketing Headquarters
Supervising Overseas Business
General Manager, Tokyo Regional Business Unit
General Manager, Kitakanto Regional Business Unit
Nov. 2017
Representative Director and President (Current)
COO
June 2019
CEO (Current)

Reason for nomination of the person as Director
Since assuming the position of Representative Director and President, he has expanded the Company’s businessperformance, achieving record-high sales and operating income, as well as promoting the strengthening of the
management base through measures including governance enhancement. In the Seventh Medium-Term Management
Plan, the Company set its purpose as “Our Future Landscape—Celebrating the Joys of Life” and is actively working tofurther accelerate the growth of its overseas businesses and achieve carbon neutrality. The Company expects that hewill demonstrate managerial skills and leadership to build the Group’s sustainable growth model.

No. of nominee

2<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

No. of the Company’s shares held bynominee:
63,213 shares

Takeshi Kosokabe(Date of birth: May 13, 1957)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1980 Joined the Company
April 2004 Executive Officer
April 2006 Senior Executive Officer
June 2006
Retired as Senior Executive Officer
Representative Director and President, Daiwa House REIT Management Co.,Ltd.
June 2009
Senior Executive Officer of the Company
General Manager, Accounting Department, Management Administration
Headquarters
June 2010
Director and Senior Executive Officer
April 2012 Director and Managing Executive Officer
April 2015 Director and Senior Managing Executive Officer
CFO (Current)
June 2015
Representative Director and Senior Managing Executive Officer
April 2019 General Manager, Management Administration Headquarters (Current)
June 2019
Representative Executive Vice President (Current)
April 2021 Head of Related Business Division

Reason for nomination of the person as Director
He has accumulated experience from working in the accounting department and as Representative Director of a groupcompany, and after assuming the position of Representative Director of the Company, he has been mainly serving as
CFO and General Manager of Management Administration Headquarters, strengthening governance and striving to
improve the corporate value of the Company Group. Accordingly, the Company expects that he will continue
exercising managerial skills by utilizing his broad knowledge and experience in the future.

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No. of nominee

3

No. of the Company’s shares held bynominee:
20,518 shares

Yoshiyuki Murata(Date of birth: July 19, 1954)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1977 Joined TAISEI CORPORATION
April 2003 General Manager (in charge of condominium construction), First Construction
Department, Construction Department, Tokyo BranchOct. 2003
General Manager, Fourth Construction Department, Construction Department,
Tokyo Branch
Jan. 2006
Deputy General Manager, Housing Business Division
April 2006 Representative Executive Vice President, Taisei Housing Corporation
April 2009 President
April 2011 Executive Officer, Kanto Branch Manager, TAISEI CORPORATION<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

April 2013

Managing Executive Officer,
Head of Architecture & Building Division, Head of Building Construction
Division, Deputy Head of Corporate Planning Office
June 2013
Director and Managing Executive Officer
April 2015 President
June 2020
Representative Director, Vice Chairman of the Boardin charge of safety and work style reform
June 2021
Joined the Company
Executive Vice President
Head of Technology Coordination Department (Current)
July 2021
In charge of Production Headquarters (Current)
In charge of Research Headquarters (Current)
June 2022
Representative Executive Vice President (Current)(Significant concurrent positions)
Outside Director, NIPPON SIGNAL CO., LTD.

Reason for nomination of the person as Director
After serving as a manager supervising the technology division of a major construction company, he has served as
Representative Director of the same company. Accordingly, the Company expects that he will utilize his abundant
knowledge of the industry based on his professional career and exercise managerial skills to achieve further
improvement of technical capabilities and sustainable growth of the Group.

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No. of nominee

4<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

No. of the Company’s shares held bynominee:
23,208 shares

Keisuke Shimonishi(Date of birth: October 19, 1958)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1981 Joined the Company
April 2013 Executive Officer
March 2014 Fukuoka Branch Manager
General Manager, Kyushu Regional Business Unit
April 2016 Senior Executive Officer
March 2017 General Manager, Commercial Construction Promotion Department
April 2017 Managing Executive Officer
April 2018 In charge of Commercial Construction Headquarters
June 2018
Director and Managing Executive Officer
Nov. 2019
General Manager, Commercial Construction Promotion Department (In chargeof South Kanto region)
Oct. 2020
Head of Commercial Construction Business Division (Current)
General Manager, Commercial Construction Promotion Division, Commercial
Construction Business Division (In charge of South Kanto region) (Current)
April 2023 Director and Senior Managing Executive Officer (Current)
Head of General Construction Business Division

Reason for nomination of the person as Director
He has accumulated experience from working in the marketing department, and after assuming the position of Directorof the Company, he has been mainly in charge of Commercial Construction Headquarters, striving to improve thecorporate value of the Company Group. Accordingly, the Company expects that he will exercise managerial skills by
utilizing his broad knowledge and experience to further improve the corporate value.

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No. of nominee

5<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

No. of the Company’s shares held bynominee:
37,322 shares

Hirotsugu Otomo(Date of birth: August 31, 1959)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
Dec. 1984
Joined the Company
April 2011 Executive Officer
April 2014 Senior Executive Officer
April 2015 Managing Executive Officer
April 2016 General Manager, Chubu and Shinetsu Regional Business Unit
June 2016
Director and Managing Executive Officer
In charge of General Housing Business
April 2019 In charge of Livness Business
Oct. 2020
Head of Single Family Housing Business Division
Oct. 2022
General Manager, Corporate Strategy Planning Department, Management
Administration Headquarters
In charge of Management Strategy Planning
April 2023 Head of Management Strategy Planning Headquarters (Current)
General Manager, Corporate Strategy Planning Department, Management
Strategy Planning Headquarters (Current)
In charge of Livness Business (Current)
June 2023
Head of Overseas Division (Current)
In charge of North, Central and South America Business Department
Promotion
In charge of Oceania Business Department Promotion
In charge of Europe Business Department
Jan. 2024
In charge of Oceania Business (Current)
In charge of Sustainability Management (Current)
April 2024 Director and Senior Managing Executive Officer (Current)

Reason for nomination of the person as Director
He has accumulated experience from working in the marketing department. After assuming the position of Director of
the Company, he has mainly been in charge of general housing business and Livness business, and is striving to
improve the corporate value of the Company Group as Head of Overseas and Head of Management Strategy Planning
Headquarters. Accordingly, the Company expects that he will exercise managerial skills by utilizing his broad
knowledge and experience in the future.

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No. of nominee

6<To be reelected>
Attendance at meetings ofthe Board of Directors
12 of 13(92%)

No. of the Company’s shares held bynominee:
29,526 shares

Kazuhito Dekura(Date of birth: August 26, 1961)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1988 Joined the Company
April 2012 Executive Officer
April 2014 Senior Executive Officer
April 2015 Managing Executive Officer
April 2017 General Manager, Commercial Construction Promotion Department (In chargeof West Japan region)
June 2017
Director and Managing Executive Officer (Current)
Nov. 2017 Tokyo Head Branch Manager
General Manager, Tokyo Regional Business Unit
April 2018 Jointly in charge of Rental Apartment Headquarters
General Manager, Rental Apartment Promotion Department (In charge of
Hokkaido, Tohoku, Saitama, Gunma, and Tochigi regions)Oct. 2018
In charge of Rental Apartment Headquarters
General Manager, Rental Apartment Promotion Department (In charge of East
Japan region)
Feb. 2019
General Manager, Rental Apartment Promotion Department (In charge ofNorth Kanto, Saitama, and Chiba regions)
April 2020 General Manager, Rental Apartment Promotion Department (In charge of
Hokkaido, Northeast, and North Kanto regions)Oct. 2020
Head of Apartment Business Division (Current)
General Manager, Apartment Promotion Division (In charge of Hokkaido,
Northeast, and North Kanto regions)
June 2022
General Manager, Apartment Promotion Division (In charge of Saitama,
Chubu, and Aichi regions)
April 2023 General Manager, Apartment Promotion Division (In charge of Chubu)
April 2024

General Manager, Apartment Promotion Division (In charge of Chugoku,
Shikoku, and Kyushu) (Current)

Reason for nomination of the person as Director
He has accumulated experience from working in the marketing department, and after assuming the position of Directorof the Company, he has been mainly in charge of Rental Apartment Headquarters, striving to improve the corporate
value of the Company Group. Accordingly, the Company expects that he will continue exercising managerial skills by
utilizing his broad knowledge and experience in the future.

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No. of nominee

7<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

No. of the Company’s shares held bynominee:
22,574 shares

Yoshinori Ariyoshi(Date of birth: July 31, 1958)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1982 Joined the Company
April 2014 Executive Officer
April 2015 General Manager, Central Research Laboratory, Technology Headquarters
April 2017 Senior Executive Officer
In charge of Residential Product Development
June 2017
Director and Managing Executive Officer (Current)
Jointly in charge of the Environment
Oct. 2018
Head of Future Co-creation Center
April 2019 In charge of Quality Assurance Division, Technology Headquarters
Aug. 2019 General Manager, Compliance and Quality Assurance Promotion Headquarters(Current)
In charge of Compliance and Quality Assurance Promotion Division (Current)
In charge of Specification Supervision (Current)
April 2023 Supervising Central Research Laboratory (Current)

Reason for nomination of the person as Director

He has accumulated experience from working in the technology department, and after assuming theposition of Director of the Company, he has been mainly in charge of Compliance and Quality Assurance
Promotion Division striving to improve the corporate value of the Company Group. Accordingly, theCompany expects that he will continue exercising managerial skills by utilizing his broad knowledge andexperience in the future.
No. of nominee

8<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

No. of the Company’s shares held bynominee:
26,686 shares

Toshiya Nagase(Date of birth: December 26, 1962)

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1987 Joined the Company
April 2016 Executive Officer
General Manager, Hyogo Regional Business Unit
April 2019 Senior Executive Officer
In charge of Environment and Energy Business
Oct. 2020
Head of Environment and Energy Business Division
April 2021 Managing Executive Officer
June 2022
Director and Managing Executive Officer (Current)
Oct. 2022
Head of Single Family Housing Business Division (Current)
In charge of Livness Business

Reason for nomination of the person as Director
He has accumulated experience from working in the marketing department, and after assuming the position of Directorof the Company, he has been mainly in charge of Single Family Housing Business, striving to improve the corporate
value of the Company Group. Accordingly, the Company expects that he will continue exercising managerial skills by
utilizing his broad knowledge and experience in the future.

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No. of nominee

9<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

Outside Director / Independent Officer

Yukinori Kuwano(Date of birth: February 14, 1941)

No. of the Company’s shares held bynominee:
11,000 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1963 Joined SANYO Electric Co., Ltd.
Feb. 1993
Member of the Board
June 1996
Managing Member of the Board
June 1999
Member of the Board and Senior Managing Executive Officer
Nov. 2000
President and COO
April 2004 President, CEO and COO
June 2005
Member of the Board and Councilor
Nov. 2005
Councilor
June 2006
Standing Advisor
June 2008
Audit & Supervisory Board Member of the Company
June 2020
Director (Current)

Reason for nomination of the person as Outside Director and summary of expected roles
Utilizing his extensive knowledge of corporate management cultivated over many years through his abundant
experience as a corporate manager, he has played an important role in strengthening governance by providing opinions
and remarks from various perspectives. Moreover, he has supervised the progress of initiatives for BIM and DX froman executive point of view. Accordingly, the Company expects that he will continue providing managerial supervision
and advice from an independent standpoint.
Term of office
He will have served the position for four (4) years at the conclusion of this general meeting of shareholders.
No. of nominee

10<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

Outside Director / Independent Officer

Miwa Seki(Date of birth: February 25, 1965)

No. of the Company’s shares held bynominee:
3,700 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1988 Joined DENTSU INC.
April 1989 Joined Smith Barney
Sep. 1993
Joined Morgan Stanley
June 1997
Joined Clay Finlay Limited
Jan. 2003
General Manager, Tokyo Branch
June 2020
Director of the Company (Current)(Significant concurrent positions)
External Director, Nxera Pharma Co., Ltd.
General Partner, MPower Partners Fund L.P.

Reason for nomination of the person as Outside Director and summary of expected roles
Having entrepreneurial experience and work experience as a branch manager at a foreign financial institution, she has
utilized her extensive global knowledge cultivated in part through her experience as a General Partner at an investment
fund, her present job, to provide opinions and remarks from not only an investor’s viewpoint but also diverse
perspectives. Accordingly, the Company expects that she will continue providing managerial supervision and advice
from an independent standpoint.
Term of office
She will have served the position for four (4) years at the conclusion of this general meeting of shareholders.

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No. of nominee

11<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

Outside Director / Independent Officer

Kazuhiro Yoshizawa(Date of birth: June 21, 1955)

No. of the Company’s shares held bynominee:
2,000 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1979 Joined NTT Public Corporation
June 2007
Senior Vice President, General Manager of Corporate Sales, Marketing
Department II, NTT DoCoMo, Inc. (current NTT DOCOMO, INC.)
June 2011
Senior Vice President, General Manager of Human Resources Management
Department, Member of the Board of Directors
June 2012
Executive Vice President, General Manager of Corporate Strategy, Planning
Department, Responsible for Mobile Society Research Institute, Member ofthe Board of Directors
July 2013
General Manager of Corporate Strategy Planning Department, General
Manager of Structural Reform Office, Responsible for Mobile Society
Research InstituteJune 2014
Senior Executive Vice President, Responsible for Technology, Devices andInformation Strategy, Representative Member of the Board of Directors
June 2016
President
Dec. 2020
Member of the Board of Directors
June 2021
Corporate Advisor (Current)
July 2021
Consultant of the Company
June 2022
Director (Current)(Significant concurrent positions)
Corporate Advisor, NTT DOCOMO, INC.
Outside Director, Sony Financial Group Inc.
External Director, PERSOL HOLDINGS CO., LTD.

Reason for nomination of the person as Outside Director and summary of expected roles
He served as Representative Member of the Board of Directors of a major telecommunications company. Accordingly,
the Company expects that he will utilize his abundant knowledge based on his professional career and continue toprovide the Group with managerial supervision and advice for further development of information technology andsustainable growth of the Group from an independent standpoint.
Term of office
He will have served the position for two (2) years at the conclusion of this general meeting of shareholders.

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No. of nominee

12

Outside Director / Independent Officer

Yujiro Ito(Date of birth: August 3, 1955)

No. of the Company’s shares held bynominee:
5,000 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1979 Joined The Sumitomo Bank Limited (current Sumitomo Mitsui Banking
Corporation)
June 2005
Senior Managing Executive Officer, General Manager of General Affaires
Dept.

<To be reelected>
Attendance at meetings ofthe Board of Directors
13 of 13
(100%)

April 2009
April 2011
April 2012
April 2014
April 2017
May 2019
June 2019
June 2022

General Manager of General Affairs Dept., Sumitomo Mitsui Financial Group,
Inc.
Managing Director, Sumitomo Mitsui Banking Corporation
Director and Managing Director
Managing Director, Sumitomo Mitsui Financial Group, Inc.
Director and Senior Managing Executive Officer, Sumitomo Mitsui Banking
Corporation
Director, Sumitomo Mitsui Financial Group, Inc.
Director and Deputy President, Sumitomo Mitsui Banking Corporation
Director, Sumitomo Mitsui Financial Group, Inc.
Deputy Chairman of the Board, Sumitomo Mitsui Banking Corporation
Advisor, Ginsen Co., Ltd
President
Director of the Company (Current)

Reason for nomination of the person as Outside Director and summary of expected roles
He served as Representative Director of a major financial institution. Accordingly, the Company expects that he will
utilize his abundant knowledge based on his professional career and continue to provide the Group with managerial
supervision and advice to further strengthening corporate governance of the Group from an independent standpoint.
Term of office
He will have served the position for two (2) years at the conclusion of this general meeting of shareholders.

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No. of nominee

13<To be newly elected>

Outside Director / Independent Officer

Toshikazu Nambu(Date of birth: January 21, 1959)

No. of the Company’s shares held bynominee:0 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1982 Joined Sumitomo Corporation
April 2012 Executive Officer
April 2015 Managing Executive Officer
CEO, Sumitomo Corporation of Americas Group
President, Sumitomo Corporation of Americas
April 2017 Senior Managing Executive Officer, Sumitomo Corporation
General Manager, Media Business Unit and Living Related Business Unit
June 2019
Representative Director & Senior Managing Executive Officer
General Manager, Media & Digital Business Unit, Chief Digital Officer
April 2020 Representative Director & Executive Vice President
General Manager, Media & Digital Business Unit, Chief Digital Officer
April 2022 Representative Director & Executive Vice President (Chief Digital Officer,(Media & Digital Business Unit and Living Related & Real Estate BusinessUnit))
April 2023 CDO Advisor to the Representative Director, President & CEO
June 2023
Advisor & CDO Advisor
July 2023
Consultant of the Company (Current)
April 2024 Vice Chairman of Sumitomo Corporation (Current)(Significant concurrent positions)
Vice Chairman, Sumitomo Corporation (Scheduled to assume the position of Vice Chairmanof the Board of Directors in June 2024.)

Reason for nomination of the person as Outside Director and summary of expected roles
He served as Representative Director of a major general trading company after having worked overseas. Accordingly,
the Company expects that he will utilize his abundant knowledge based on his professional career and provide theGroup with managerial supervision and advice to further promote the overseas business and DX and strengthen
corporate governance of the Group from an independent standpoint.

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No. of nominee

14<To be newly elected>

Outside Director / Independent Officer

Tomomi Fukumoto(Date of birth: February 18, 1959)

No. of the Company’s shares held bynominee:0 shares

Brief personal history, position and responsibility in the Company, and significant
concurrent positions
April 1981 Joined Suntory Limited (current Suntory Holdings Limited)
Jan. 2012
General Manager of Suntory Hall
April 2015 Executive Officer, Suntory Holdings Limited
Deputy Division COO, Corporate Communications Headquarters
Managing Director, Suntory Business Expert Limited
Division COO, Customer Relations Headquarters
April 2018 Head of Corporate Sustainability Division, Suntory Holdings Limited
Jan. 2022
AdvisorCSR Ambassador
In charge of Sustainability, Senior Advisor
Managing Director, Suntory Foundation for the Arts
April 2024 Friend of Suntory Holdings Limited
April 2024 Senior Advisor, Suntory Foundation for the Arts (Current)(Significant concurrent positions)
Outside Director, Tokyo Kaikan Co., Ltd.
Outside Board Director, Milbon Co., Ltd.
Executive Board Member, Japan Association for the 2025 World Exposition

Reason for nomination of the person as Outside Director and summary of expected roles
She has extensive experience mainly in the sustainability division of a major beverage company and management
experience in of the beverage company’s group companies. Accordingly, the Company expects that she will utilize herabundant knowledge based on her professional career and provide the Group with managerial supervision and advice
for Sustainable growth of corporate value of the Group from an independent standpoint.

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Notes:

1. No beneficial interest exists between the Company and any nominees for the position of Director.
2. Mr. Yukinori Kuwano, Ms. Miwa Seki, Mr. Kazuhiro Yoshizawa, Mr. Yujiro Ito, Mr. Toshikazu Nambu, and Ms.
Tomomi Fukumoto are nominees for the position of Outside Director.
3. The Company has entered into agreements with Mr. Yukinori Kuwano, Ms. Miwa Seki, Mr. Kazuhiro Yoshizawa,and Mr. Yujiro Ito to limit their liability to compensate for damages provided for in Article 423, Paragraph 1 of theCompanies Act within the limit stipulated by laws and regulations. If the election of the said nominees is approved
and passed as proposed in this proposal, the Company will continue the aforementioned agreement with each ofthem. In addition, if the election of Mr. Toshikazu Nambu and Ms. Tomomi Fukumoto as Director is approved andpassed, the Company will enter into the similar liability limitation agreements with them.
4. The Company has entered into a Directors and Officers liability insurance contract, stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company. The insurance policy covers damages that may arise
when the insured assumes liability for the execution of his or her duties as an officer of the Company during theinsurance period. If the election of the nominees for the position of Director is approved and passed as proposed inthis proposal, each nominee will be included as the insured under the insurance policy. The contract period of theinsurance is one (1) year. The Company will renew the contract prior to the expiration subject to resolution by the
Board of Directors.
5. The Company has designated and reported Mr. Yukinori Kuwano, Ms. Miwa Seki, Mr. Kazuhiro Yoshizawa, andMr. Yujiro Ito as independent officers as stipulated in the regulations of Tokyo Stock Exchange, Inc. If the electionof the said nominees is approved and passed as proposed in this proposal, they will continue to serve as independent
officers. In addition, if the election of Mr. Toshikazu Nambu and Ms. Tomomi Fukumoto as Director is approved
and passed, the Company will designate and report them as independent officers as stipulated in the regulations ofTokyo Stock Exchange, Inc.
6. Business relationships exist between the Company and NTT DOCOMO, INC. where Mr. Kazuhiro Yoshizawa serves
as Corporate Advisor, between the Company and Sony Financial Group Inc. where he serves as Director, andbetween the Company and PERSOL HOLDINGS CO., LTD. where he serves as Director. However, for eachbusiness relationship, the transaction amount has been less than 0.2% of net sales of both parties in the past three (3)fiscal years. Therefore, the relationship does not affect the independence.
7. A business relationship exists between the Company and Sumitomo Corporation where Mr. Toshikazu Nambu serves
as Vice Chairperson. However, the transaction amount has been less than 0.1% of net sales of both parties in the past
three (3) fiscal years. Therefore, the relationship does not affect the independence.
8. A business relationship exists between the Company and Suntory Holdings Limited for which Ms. Tomomi
Fukumoto originally worked. However, the transaction amount has been less than 0.1% of net sales of both parties
in the past three (3) fiscal years. Therefore, the relationship does not affect the independence.

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Proposal 3: Election of One (1) Audit & Supervisory Board Member
The term of office of the Audit & Supervisory Board Member, Mr. Akihisa Watanabe, will expire at theconclusion of this general meeting of shareholders. Accordingly, we propose the election of one (1) Audit& Supervisory Board Member.
We have established Independence Standards for Outside Officers as described on page 24; the nominee
for Outside Audit & Supervisory Board Member in this proposal meets these standards.
The Audit & Supervisory Board has given prior approval to this proposal.
The nominee for the position of Audit & Supervisory Board Member is as follows.
Outside Audit & Supervisory Board Member / Independent Officer

Akihisa Watanabe(Date of birth: February 10, 1953)<To be reelected>

No. of the Company’s shares held bynominee:
2,000 shares

Brief personal history, position in the Company, and significant concurrent positions
March 1975 Joined SAKURA COLOR PRODUCTS CORPORATION
Aug. 1987 Retired from SAKURA COLOR PRODUCTS CORPORATION
Oct. 1991
Joined Osaka Office, Tohmatsu & Co. (current Deloitte Touche Tohmatsu
LLC)
April 1995 Registered as Certified Public Accountant
May 2002
Partner, Tohmatsu & Co.
Oct. 2013
General Manager, Osaka Office
June 2015
Retired from Deloitte Touche Tohmatsu LLC.
Sep. 2015
Established Watanabe Certified Public Accountant Firm Chief Representative(Current)
June 2020
Audit & Supervisory Board Member of the Company (Current)
July 2022
Partner, TSUMUGU AUDIT CORPORATION (Current)(Significant concurrent positions)Certified Public Accountant
Chief Representative, Watanabe Certified Public Accountant Firm
Partner, TSUMUGU AUDIT CORPORATION

Reason for nomination of the person as Outside Audit & Supervisory Board Member
He has been engaged in auditing at an audit corporation as a certified public accountant for many years, and hasabundant experience as a specialist in financial accounting. The Company expects that he will conduct highly
effective audits by utilizing his extensive knowledge based on his career. Accordingly, the Company proposes his
appointment as Audit & Supervisory Board Member.
He has never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an Outside Audit & Supervisory Board Member in themanner that the Company expects, based on the reason described above.
Term of office
He will have served the position for four (4) years at the conclusion of this general meeting of shareholders.
Notes: 1. No beneficial interest exists between the Company and the nominee for the position of Audit & Supervisory Board
Member.
2. Mr. Akihisa Watanabe is a nominee for the position of Outside Audit & Supervisory Board Member.
3. The Company has entered into agreements with Mr. Akihisa Watanabe to limit his liability to compensate fordamages provided for in Article 423, Paragraph 1 of the Companies Act within the limit stipulated by laws andregulations. If the election of the said nominee is approved and passed as proposed in this proposal, the Company
will continue the aforementioned agreement with him.
4. The Company has entered into a Directors and Officers liability insurance contract, stipulated in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company. The insurance policy covers damages that may arise
when the insured assumes liability for the execution of his or her duties as an officer of the Company during theinsurance period. If the election of Mr. Akihisa Watanabe is approved and passed as proposed in this proposal, hewill be included as the insured under the insurance policy. The contract period of the insurance is one (1) year. The
Company will renew the contract prior to the expiration subject to resolution by the Board of Directors.
5. The Company has designated and reported Mr. Akihisa Watanabe as an independent officer as stipulated in theregulations of Tokyo Stock Exchange, Inc. If the election of him is approved and passed as proposed in this proposal,
he will continue to serve as an independent officer.

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(TRANSLATION ONLY)

6. Mr. Akihisa Watanabe currently serves as the representative of Watanabe Certified Public Accountant Firm and asPartner of TSUMUGU AUDIT CORPORATION. However, there is no advisory contract and transaction between
these firms and the Company.

23

(TRANSLATION ONLY)<Independence Standards for Outside Officers>
The Company judges outside Directors, outside Audit & Supervisory Board Members (hereinaftercollectively referred to as “outside Officers”), or candidates for outside Officers as independent if they
do not fall under any of the following items as a result of the investigation conducted by the Company
as far as reasonably possible:
Executors of operations Note 1 of the Company and its affiliates (hereinafter collectively referred toas the “Company Group”);
ii. Those for whom the Company Group is a major business partner Note 2 or their executors ofoperations;iii. Major business partners of the Company Group Note 3 or their executors of operations;iv. Major shareholders of the Company (those who own directly or indirectly 10% or more of the total
voting rights) or their executors of operations;v. Those 10% or more of whose total voting rights are owned directly or indirectly by the Company
Group or their executors of operations;vi. Those who belong to the auditing firm that is the financial auditor of the Company Group;vii. Attorneys, certified public accountants, licensed tax accountants, consultants and the like who
receive a large amount Note 4 of monetary or other property benefits other than officers remunerationfrom the Company Group;viii. Those who belong to corporations, cooperatives, and the like including law firms, auditing firms,
tax accountant corporations, and consulting firms, which receive a large amount Note 4 of monetaryor other property benefits from the Company Group;ix. Council members or other executors of operations of bodies including corporations andcooperatives which, or persons who receive a large amount Note 4 of donations or assistance from theCompany Group;
x. In cases where Directors for operational execution, or full-time Audit & Supervisory Board
Members concurrently serve as outside Directors or outside Audit & Supervisory Board Membersof other companies, Directors for operational execution, Executive Officers (shikko-yaku),
Executive Officers (shikko-yakuin), or managers and other employees of said companies;
xi. Those who have fallen under the definition of the above ii to x in the last three years
xii. In cases where those who fall under the definition of the above i to x are important persons Note 5,
their spouses or relatives within the second degree of kinship.
i.

*1.

*2.
*3.

*4.
*5.

“Executors of operations” refer to Directors, Executive Officers (shikko-yaku), Executive Officers (shikko-yakuin),
employees who execute operations, council members, or those equivalent thereto and employees of corporations and otherbodies, as well as those who have belonged to the Company Group in the past even once (excluding outside officers).
“Those for whom the Company Group is a major business partner” refer to persons who have received from the Company
the payment of 2% or more of their consolidated annual sales in the most recent fiscal year.
“Major business partners of the Company Group” refer to persons who pay the Company 2% or more of its consolidated
annual sales in the most recent fiscal year, or who loaned the Company 2% or more of its consolidated total assets at theend of the most recent fiscal year.
“A large amount” refers to, in terms of the average for the past three fiscal years, ¥10 million or more for individuals, morethan 2% of the consolidated sales or total revenues of said bodies for bodies including corporations and cooperatives.
“Important persons” refer to Directors (excluding outside Directors), Audit & Supervisory Board Members (excluding outside
Audit & Supervisory Board Members), Executive Officers (shikko-yakuin) and employees who are senior managers in theposition of general managers or higher.

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Proposal 4: Payment of Bonuses for Directors
Taking into account the amount of the previous payments and our operating performance for the current
fiscal year, it is proposed that bonuses to Directors of 711,083,700 yen in total be paid to, among thirteen(13) Directors incumbent at the end of the current fiscal year, eight (8) Directors (number excluding
Outside Directors).
The Company has a policy for determining remuneration, etc. for each Director, and the outline of thepolicy is as shown in “3. Matters concerning the Company’s Officers (2) (i) Matters concerning thepolicy for determining remuneration, etc. for each Director” in the Business Report (available in Japaneseonly). This proposal conforms to said policy, and thus is deemed appropriate.

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Proposal 5: Setting of the Amount of Bonuses to Directors
At the 57th Ordinary General Meeting of Shareholders held on June 27, 1996, it was approved to pay
fixed compensation of up to 70 million yen per month to Directors of the Company. In addition, at the83rd Ordinary General Meeting of Shareholders held on June 29, 2022, it was approved to pay servicebased restricted stock compensation and performance-linked restricted stock compensation of up to
900 million yen each, for a total annual amount of up to 1,800 million yen. Bonuses to Directors were
paid after approval of the total amount to be paid at each Ordinary General Meeting of Shareholders.
The Company pays bonuses to Directors excluding Outside Directors (hereinafter, “Applicable
Directors”) in cash as performance-linked compensation, which is an incentive to achieve short-term
financial targets and non-financial targets such as improving the value of human capital and strengtheningorganizational capabilities; the amount is determined by the achievement of short-term financial and nonfinancial goals set by the Company.
In order to ensure the flexible payment of such bonuses, the Company proposes to set a limit on theamount of compensation for bonuses to Applicable Directors and to set the maximum amount to
1,500 million yen per year. From now on, we propose that bonuses to Directors be resolved by the Boardof Directors within the maximum amount approved at the General Meeting of Shareholders, following
the deliberation by the Remuneration Advisory Committee, which is chaired by an independent Outside
Director, and whose majority is comprised of Outside Directors.
The Company deems that this proposal is appropriate because it was decided by the Board of Directors
after consultation with the Remuneration Advisory Committee, taking into comprehensive consideration
matters including the Company’s business scale, the executive compensation system and its payment
level, the current number of eligible directors, and future trends.
Bonuses, which are performance-linked compensation, will not be paid to Outside Directors. The current
number of Applicable Directors is 8. If Proposal 2, “Election of Fourteen (14) Directors,” is approved
and passed as originally proposed, the number of eligible directors will remain unchanged.

26