Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 4837)
June 9, 2022
To Shareholders with Voting Rights:
Kinichi Shida
Chairman and President
SHiDAX CORPORATION
6-3, Chofugaoka 3-chome, Chofu City,Tokyo

NOTICE OF THE 21st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 21st Annual General Meeting of Shareholders of SHiDAXCORPORATION (the “Company”). The meeting will be held for the purposes as described below.
In order to prevent the spread of COVID-19, we ask our shareholders to refrain from coming to themeeting in person and exercise their voting rights in advance via the Internet or in writing (by postal
mail) where possible. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 6:00 p.m. on Thursday, June 23, 2022, Japan
time. Please check your health condition and take measures such as wearing a face mask if you will come tothe meeting in person. The Company may, on its own discretion, take necessary measures at the venue of this
General Meeting of Shareholders for our shareholders’ safety and to prevent further spread of COVID-19, andwe ask for your cooperation.
1. Date and Time:

Friday, June 24, 2022 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)

2. Place:

SHiDAX Culture Hall, 8F of SHiDAX Culture Village located at12-10, Jinnan 1-chome, Shibuya-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for theCompany’s 21st Fiscal Year (April 1, 2021 - March 31, 2022) and results ofaudits by the Accounting Auditors and the Audit & Supervisory Board of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 21st Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Six (6) Directors
Proposal 2:
Election of One (1) Audit & Supervisory Board Member
Proposal 3:
Election of Two (2) Substitute Audit & Supervisory Board Members
Proposal 4:
Determination of Remuneration for Allotting Restricted Stock to Directors
Proposal 5:(Excluding External Directors)-1- To prevent the spread of COVID-19, a limit to the number of people admitted to the venue (50 people who
register in advance, on a first come first served basis) will be enforced. Please read the following page fordetails. Shareholders who do not register in advance will not be able to attend the meeting. For
shareholders who register in advance, please submit the enclosed Voting Rights Exercise Form at thereception desk of the venue on the day of the meeting. In addition, please note that shareholders who
register in advance will have their body temperature taken at the reception, and shareholders who have afever may be declined entry to the venue.
 Should the Business Report, the Consolidated Financial Statements, the Non-consolidated Financial
Statements, and the Reference Documents for the General Meeting of Shareholders require revisions, therevised versions will be posted on the Company’s website (https://www.shidax.co.jp/corporate/ir/).
 Matters Regarding Stock Acquisition Rights, etc. of the Business Report, Notes to the Consolidated
Financial Statements of Consolidated Financial Statements, and Notes to the Non-consolidated Financial
Statements of Non-consolidated Financial Statements are posted on the Company’s website(https://www.shidax.co.jp/corporate/ir/) in accordance with provisions of laws and regulations as well as
Article 15 of the Company’s Articles of Incorporation and therefore are not provided in this Notice. In
addition, the Appendix to this Notice comprise part of the documents audited by the Accounting Auditors
and Audit & Supervisory Board Members when preparing their respective audit reports.
 From the perspective of shortening the duration of the meeting in order to prevent the spread of COVID-19,
explanations on the matters to be reported (including the Audit Reports) and details of the proposals will beomitted at this General Meeting of Shareholders. We ask our shareholders to read through this Notice inadvance.
 The above measures may be updated in accordance with conditions of the spread of COVID-19 andgovernmental announcements, etc., during the period until the day of the General Meeting of Shareholders.
(It is possible that due to conditions of the spread of COVID-19, the venue or the time of the meeting may
be changed.) Please confirm such information on the Company’s website(https://www.shidax.co.jp/corporate/ir/).
 Please understand that no souvenirs will be handed out at this Annual General Meeting of Shareholders.

-2-How to Register in Advance-For Shareholders Attending this General Meeting of ShareholdersAt this General Meeting of Shareholders, considering the conditions of COVID-19 and in order toensure the safety of our shareholders while preventing further spread of COVID-19, a limit to thenumber of people admitted to the venue (50 people who register in advance, on a first come first served
basis) will be enforced. Please carefully consider whether to attend the meeting. If you wish to attend
the meeting, please follow the instructions below to register for attendance.


How to Register (Registration period: from June 9, 2022 to June 18, 2022)(1) Access the dedicated website by either directly inputting the URL below or reading the QR
code with your computer or smartphone, etc.
URL for the dedicated website:

https://www.shidax.co.jp/sks2022/(QR code)(2) Upon accessing the dedicated website, please follow the instructions on the screen and input
the following required items.
[Required items]a. Shareholder number (the 9-digit number printed on the enclosed Voting Rights
Exercise Form)b. Namec. Name (in Katakana)(3) Once the registration process is completed, “Registration completed” will be displayed, andthe advance registration has been established.
(4) When registering, if the shareholder number, etc., are not entered correctly, you will be
excluded from advance registration even if you finished the registration process.


Notes concerning advance registration(1) The personal information you would input for the purpose of the registration shall only be
used for operations related to this General Meeting of Shareholders, including advanceregistration, etc.
(2) Any fees incurred accessing the dedicated website (such as fees for an Internet connection,
telecommunication charges), travelling expenses for going to and from the venue, lodging
expenses, etc., shall be borne by the shareholder.

-3-

Livestream for Our Shareholders
This General Meeting of Shareholders will be livestreamed on the Internet on the day of themeeting. We urge our shareholders to refrain from coming to the meeting and utilize the livestream inorder to comply with the measures for preventing the spread of COVID-19.


How to view the livestream(1) Please access the website for livestream of the General Meeting of Shareholders of theCompany using the URL below 10 minutes before the meeting starts, and input the password
for viewing.
Homepage of the Company
Corporate Information“IR News” (Only in Japanese)
URL:
https://www.shidax.co.jp/corporate/ir/
Password: Sdx9591* All characters shall be half-width. Please be careful with the width and capitalization of thecharacters.
(2) The video livestream will start automatically at the start time of the meeting.
If the page does not automatically switch at the start time, please refresh your browser.



Notes


The livestream is only for viewing, therefore you will not be able to ask questions through thelivestream. Shareholders viewing the livestream will not be able to participate in the
resolution on the day of the meeting.



Depending on the device you use and the viewing environment, you may not be able to view
the video.

Connection fees and telecommunication charges incurred for viewing shall be borne by theshareholder.



It is prohibited to provide to a third party, show in public, republish, or copy the video or
audio of the livestream, or to convey to a third party the log-in method, etc.

-4-

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

Partial Amendments to the Articles of Incorporation

1.

Reasons for the amendment
The revised stipulations stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022, and the Company proposes the following amendments to the Company’s Articles ofIncorporation in preparation for the implementation of the system for electronic provision of materials
for general meetings of shareholders.
(1) Article 15, Paragraph 1 of the proposed amendment stipulates that information that is the content
of Reference Documents for the General Meeting of Shareholders, etc., shall be provided
electronically.
(2) Article 15, Paragraph 2 of the proposed amendment establishes stipulations to limit the scope ofmatters to be included in physical documents that are provided to shareholders who haverequested provision of physical documents.
(3) As stipulations concerning Internet disclosure and deemed provision of Reference Documents for
the General Meeting of Shareholders, etc. (Article 15 of the current Articles of Incorporation) will
no longer be necessary, these shall be deleted.
(4) Supplementary provisions shall be established concerning the effective date, etc., in line with the
new establishments and deletions above.

2.

Description of the amendment
Description of the amendment is as follows:

Current Articles of Incorporation(Internet disclosure and deemed provision ofReference Documents for the General Meeting of
Shareholders, etc.)
Article 15. In the convocation of general meetingsof shareholders, the Company may
deem that it has provided toshareholders information concerning
matters that must be described orindicated in the Reference DocumentsfortheGeneralMeetingof
Shareholders, the Business Report, theNon-consolidated Financial Statements,
andtheConsolidated Financial
Statements via Internet disclosure inconformity with provisions provided in
the Ordinance of Ministry of Justice.

(Amended parts are underlined.)
Proposed amendment<Deleted>(Measures for electronic provision, etc.)
Article 15. In the convocation of general meetingsof shareholders, the Company shallprovide information that is the content ofReference Documents for the General
Meetingof
Shareholders,etc.
electronically.

<Newly established>-5-

2. Of the matters to be provided
electronically, the Company may choose
not to include all or part of matters
stipulated in the Ordinance of Ministryof Justice in the physical documents tobe sent to shareholders who haverequested them by the record date forvoting rights.
(Supplementary provisions)
1. The amendment of Article 15 of the Articles ofIncorporation shall take effect from September 1,
2022, which is the date of enforcement of therevised stipulations stipulated in the proviso of
Article 1 of the supplementary provisions of the
Act Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the stipulations of the previous
paragraph, Article 15 (Internet disclosure anddeemed provision of Reference Documents for
the General Meeting of Shareholders, etc.) of the
Articles of Incorporation shall remain in force
with respect to a general meeting of shareholders
to be held on a day that is within six months of
the Effective Date.
3. These supplementary provisions shall be deleted
on the day after which six months have elapsed
since the Effective Date or the day after which
three months have elapsed since the day of theGeneral Meeting of Shareholders set force in theprevious paragraph, whichever is later.

<Newly established>-6-

(Reference) System for electronic provision
The system for electronic provision of materials for general meetings of shareholders will be enforced on
September 1, 2022.
The system for electronic provision is a system where a company discloses materials for general meetingsof shareholders* on its website and delivers a paper-based notice to its shareholders stating that the materials
are posted on such website, and describing the web address, etc., thereof, to provide our shareholders withmaterials for general meetings of shareholders.
* Materials for general meetings of shareholders refer to the Reference Documents for the General Meetingof Shareholders, the Business Report, the Audit Reports, the Non-consolidated Financial Statements, and theConsolidated Financial Statements.
For details of the system for electronic provision, please refer to the following (in Japanese only):

Guide to the system for electronic provision (Partial amendment of the Companies Act)
https://www.smtb.jp/personal/procedure/agency/kaisyahou

FAQ on Stock Transfer Agency Business Planning Department of Sumitomo Mitsui Trust Bank, Limited
https://faq-agency.smtb.jp/category/show/414?site_domain=personal

Dedicated call center operated by Sumitomo Mitsui Trust Bank, Limited
0120-533-600
Operating Hours: 9:00 a.m. to 5:00 p.m.
(Excluding Saturdays, Sundays, Holidays, and from December 31 to January 3)-7-

Proposal 2:

Election of Six (6) Directors

The terms of office of all six (6) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of six (6) Directors is proposed.
The candidates for Directors are as follows:1

Kinichi Shida[Reappointment]

Current positions and responsibilities at
the Company
Chairman and President

2

Tsutomu Shida[Reappointment]

Founder and Director, Supreme Adviser

3

Shinichi Shibayama[Reappointment]

Director and Senior Managing
Corporate Officer
In charge of Headquarters (Group
Strategic Management Division, Group
Administrative Management Division
and Group Human Resources Division)and Divisional Head, Group Human
Resources Division, and responsible for
Public Relations Office, Quality Control
Office and SHiDAX Research Institute
External Director

No.

Name

4

Makoto Kawai

5

Tatsuo Kawasaki

6

Masatoshi Hori

[Reappointment][External][Independent][Reappointment][External]

External Director[Reappointment][External][Independent]

External Director

Attendance at the Boardof Directors meetings
13 out of 13 meetings(100%)
13 out of 13 meetings(100%)

13 out of 13 meetings(100%)

13 out of 13 meetings(100%)
13 out of 13 meetings(100%)
10 out of 10 meetings(100%)(Note) For Director Masatoshi Hori, the attendance after he assumed office on June 24, 2021 is stated.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Type and numberof shares of theCompany held

Joined Caft Food Service Corporation (currently SHiDAXCONTRACT FOOD SERVICE CORPORATION)
General Manager of Sales Promotion Department
April 1985
Director of Caft Food Service Corporation
March 1991
Vice President and Representative Director of Shida Corporation(currently SHiDAX CONTRACT FOOD SERVICECORPORATION)
September 1997 President and Representative Director of SHiDAX
Corporation(currently SHiDAX CONTRACT FOOD SERVICECORPORATION)
Director of SHiDAX COMMUNITY CORPORATION
June 2000
October 2000
Representative Director of SHiDAX COMMUNITY
Kinichi Shida
CommonCORPORATION(September 5, 1957)
stock:
April 2001
President and Representative Director of the Company
1,225,856
Executive Vice President and Representative Director of[Reappointment]
sharesSHiDAX COMMUNITY CORPORATION
January 2004
President and Representative Director of SHiDAXCOMMUNITY CORPORATION
June 2008
Chairman and Director of DAISHINTO Inc.
May 2010
President and Representative Director of DAISHINTO Inc.
June 2011
Chairman and Representative Director of DAISHINTO Inc.
June 2012
Chairman and President of the Company (to present)[Significant concurrent positions]
Chairman and Representative Director of SHiDAX CONTRACT FOOD SERVICECORPORATION
Director of SHIDA Holdings Corporation.
Director of Japan Contract Food Service Association[Reason for nomination as candidate for Director]
Having a wealth of experience as a business manager of the Group, Mr. Kinichi Shida has shown strong leadership in theGroup’s regrowth strategy for , in the name of “Re-Growth SHiDAX” which is our policy for business development. The
Company expects him to utilize his experience as the Company’s President through the Board of Directors to realize
business growth and improvement of corporate value for the Company in the future, as well as appropriately supervise theGroup as a whole.
Established Fuji Shokuhin Kogyo Co., Ltd. (currently
May 1960
November 1981

1

2

SHiDAX CONTRACT FOOD SERVICE CORPORATION)
President and Representative Director
Established SHiDAX Community Plaza Corp. (currently
August 1993
SHiDAX COMMUNITY CORPORATION.)
President and Representative Director
September 1997 Chairman and Representative Director of SHiDAX
Tsutomu Shida
COPRORATION (currently SHiDAX CONTRACT FOOD
Common(October 14, 1934)SERVICE CORPORATION)
stock:
Chairman, President and Representative Director of SHiDAX
March 1999
1,203,332[Reappointment]
COMMUNITY CORPORATION
shares
October 2000
Chairman and Representative Director of SHiDAXCOMMUNITY CORPORATION
April 2001
Chairman of the Company
Founder and Director, Supreme Adviser of the Company
June 2012(to present)[Significant concurrent positions]Representative Director of SHIDA Holdings Corporation.
[Reason for nomination as candidate for Director]
Mr. Tsutomu Shida has made efforts to establish various businesses as a founder and has built the Group to where it istoday. He has insights and deep knowledge nurtured by his wealth of experience as a business manager of the Group,
therefore the Company expects him to appropriately supervise the Group as a whole.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1980
August 1990
April 2002

3

Type and numberof shares of theCompany held

Joined NEC Corporation
Joined Nomura Research Institute, Ltd.
Headquarter Manager, Consulting Division I of Nomura
Research Institute, Ltd.
April 2004
Headquarter Manager, Consulting Business Promotion Divisionof Nomura Research Institute, Ltd.
April 2005
Department Manager, Corporate Communications Department
of Nomura Research Institute, Ltd.
April 2009
Department Manager, Administration Department of Nomura
Research Institute, Ltd.
April 2012
President of NRI Data i Tech, Ltd.
July 2015
President of NRI Mirai, Ltd.
April 2017
Professor of The Graduate School of Information &Communication (currently The Graduate School of Social
Design) (to present)
June 2018
Director of Wilson Learning Worldwide Inc. (to present)
April 2019
Joined the Company
Corporate Officer, Divisional Head, SHiDAX Research Instituteand Marketing Division, and General Manager, Management
Reform Promotion Office of the Company
Shinichi Shibayama
CommonJune 2019
Director of the Company (to present)(June 2, 1957)
stock:
September 2019 Overseeing Management Reform Promotion Office and37,243
Divisional Head of SHiDAX Research Institute and Marketing[Reappointment]
sharesDivision of the Company
April 2020
Senior Managing Corporate Officer, Divisional Head, Group
Strategic Management Division and Group Administrative
Management Division, and responsible for Quality Control
Office and Public Relations Office of the Company
April 2021
In charge of Group Strategic Management Division, Group
Administrative Management Division, TOS Business Divisionand other four subsidiaries, and responsible for Quality Control
Office, Public Relations Office and SHiDAX Research Instituteof the Company
April 2022
Director, Senior Managing Corporate Officer, in charge of
Headquarters (Group Strategic Management Division, Group
Administrative Management Division and Group Human
Resources Division), Divisional Head, Group Human Resources
Division, and responsible for Public Relations Office, Quality
Control Office and SHiDAX Research Institute of the Company(to present)[Significant concurrent positions]
Director (Independent Outside Director) of Wilson Learning Worldwide Inc.
Professor of The Graduate School of Social Design[Reason for nomination as candidate for Director]
Mr. Shinichi Shibayama has broad insights and deep knowledge in fields such as consulting and public relations. The
Company expects him to utilize his insights in the role as a representative executing business through the Board of
Directors to realize business growth and improvement of corporate value for the Company in the future, as well as
appropriately supervise the Group as a whole.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1986

Joined Health Insurance Society of Kanto Credit Association
under Tokyo Federation of National Federation of Health

Insurance Societies
Joined Chiyoda Fire & Marine Insurance Co., Ltd. (currently
MS&AD Insurance Group Holdings, Inc.)
April 2001
Chief Researcher of Nokyo Kyosai Research Institute (currently
JA Kyosai Research Institute)
April 2005
Senior Fellow of The Integrated-risk-management ResearchInstitute (currently The Medical and Caretaking Solutions
Research Institute), Tama University
April 2012
Visiting Professor of Research Course for Management
Information, Tama Graduate School of Business(to present)
April 2015
Head of Institute of Social Innovation Design Research, Meiji
University
June 2016
External Director of the Company (to present)
Makoto Kawai
April 2018
Acting Head of Institute of Autonomous Driving and Head of(October 26, 1960)
Regional Revitalization Department, Meiji University (topresent)
0 shares[Reappointment]
April 2019
Executive Assistant to the President of Meiji University[External]
April 2021
Expert Member of Tsushima City SDGs Advisory Board (to[Independent]
present)
Senior Researcher, Institute of Revitalization of Japanese
Culture of Chiba Institute of Technology (to present)
May 2021
Senior Managing Executive Officer of Delta-tech-associates
Inc. (to present)
Chairperson of Tsushima Strait Offshore Wind Power
Deliberation Committee (to present)
March 2022
Director and Chairperson of Regional Popularizing Committeeof The Incorporated Association of Future Design for HealthyLife and Health-Care Living (to present)[Significant concurrent positions]
Visiting Professor at Research Course for Management Information, Tama
Graduate School of Business
Acting Head of Institute of Autonomous Driving and Head of Regional
Revitalization Department, Meiji University
Director and Chairperson of Regional Popularizing Committee of The Incorporated
Association of Future Design for Healthy Life and Health-Care Living[Reason for nomination as candidate for External Director and overview of expected roles]
Mr. Makoto Kawai has nurtured extensive experience and knowledge at JA Kyosai Research Institute, Tama Graduate
School, and Institute of Autonomous Driving of Meiji University, etc. Although he does not have experience directly
involved in management of a company, the Company judges that he will be able to provide beneficial advice andsupervision to the Company’s overall management from a fair and objective perspective to further strengthen and enhance
the management structure with his professional viewpoints driven by his insights.
April 1989

4

Type and numberof shares of theCompany held

- 11 -

No.

5

6

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Type and numberof shares of theCompany held

April 1990
Joined Goldman Sachs Japan Co. Ltd.
September 1995 Joined McKinsey & Company
April 1998
Joined NextCard, Inc.
April 1999
Partner of Unison Capital, Inc.
February 2004
Director of Unison Capital, Inc.
Tatsuo Kawasaki
December 2009 Outside Director of Akindo Sushiro Co., Ltd.
(June 9, 1965)
June 2011
Outside Director of ENOTECA CO.,LTD.
0 shares
March 2016
Outside Director of Ken Depot Corporation[Reappointment]
June 2017
Outside Director of DINAMIX Co., Ltd.
[External]
March 2018
Outside Director of Suke-san Co., Ltd.
May 2019
Representative Director of Unison Capital, Inc. (to present)
July 2019
External Director of the Company (to present)[Significant concurrent positions]Representative Director of Unison Capital, Inc.
[Reason for nomination as candidate for External Director and overview of expected roles]
Mr. Tatsuo Kawasaki serves as Representative Director of Unison Capital, Inc. and the Company judges that he will beable to give helpful opinions for enhancing the Group’s governance based on his knowledge and experience on investments
in companies across industries and on supporting business management.
April 1976
Joined Fuji Xerox Co., Ltd.
January 1990
Joined The Japan Research Institute, Limited
June 2001
Joined Pokka Corporation
Director (Member of the Board), Director, Corporate
Planning Department
April 2003
Senior Managing Director of Pokka Corporation
December 2005 President and Representative Director of Pokka Corporation
June 2011
Chairman and Representative Director of Pokka Corporation
March 2012
President and Representative Director of POKKA SAPPORO
Masatoshi Hori
FOOD & BEVERAGE LTD.
(October 14, 1953)
January 2014
Director and Advisor of POKKA SAPPORO FOOD &BEVERAGE LTD.
0 shares[Reappointment]
June 2015
Outside Auditor of AICHI ELECTRIC CO., LTD.
[External]
August 2015
Outside Director of INTER ACTION Corporation[Independent]
May 2019
Outside Director/Audit and Supervisory Board Member of
KOMEDA Holdings Co., Ltd. (to present)
March 2020
Outside Member of the Board of The Yokohama Rubber Co.,
Ltd. (to present)
June 2021
External Director of the Company (to present)[Significant concurrent positions]
Outside Director/Audit and Supervisory Board Member of KOMEDA Holdings
Co., Ltd.
Outside Member of the Board of The Yokohama Rubber Co., Ltd.
[Reason for nomination as candidate for External Director and overview of expected roles]
Since he assumed office as Representative Director of Pokka Corporation (currently POKKA SAPPORO FOOD &BEVERAGE LTD.) in December 2005, Mr. Masatoshi Hori steered the management of the said company for many years
and played a key role in its growth. With his broad insights and deep knowledge related to corporate management andbusiness strategies, etc., the Company judges he will also be able to offer helpful opinions to the Group.

- 12 -

(Notes)
1.

2.

3.

4.

5.

Mr. Tatsuo Kawasaki serves as a Representative Director of Unison Capital, Inc., and the Company has concluded
capital and business alliance agreements with Unison Capital Partners IV, LPS and Unison Capital Partners Ⅳ(F),
L.P., which Unison Capital, Inc. operates or serves as an adviser. There are no special interests between any othercandidates and the Company.
Messrs. Makoto Kawai, Tatsuo Kawasaki, and Masatoshi Hori are candidates for External Directors. In addition,
Messrs. Makoto Kawai and Masatoshi Hori satisfy the criteria for independence of External Officers of the Company
and are designated and registered as Independent Directors stipulated by Tokyo Stock Exchange, and if they areelected as originally proposed, Messrs. Makoto Kawai and Masatoshi Hori will continue to be designated as
Independent Officers.
The terms of office as External Director of the Company for Messrs. Makoto Kawai, Tatsuo Kawasaki, and Masatoshi
Hori are as follows.
(1) Mr. Makoto Kawai
The term of office as External Director of the Company for Mr. Makoto Kawai will be six (6) years at theconclusion of this General Meeting of Shareholders.
(2) Mr. Tatsuo Kawasaki
The term of office as External Director of the Company for Mr. Tatsuo Kawasaki will be two (2) years and eleven(11) months at the conclusion of this General Meeting of Shareholders.
(3) Mr. Masatoshi Hori
The term of office as External Director of the Company for Mr. Masatoshi Hori will be one (1) year at theconclusion of this General Meeting of Shareholders.
The Company has entered into an agreement limiting liabilities with each of Messrs. Makoto Kawai, Tatsuo Kawasaki,
and Masatoshi Hori to limit their liabilities for the damages stipulated in Article 423, Paragraph 1 of the Companies
Act to the extent of one million yen or the minimum liability amount set forth in Article 425, Paragraph 1 of theCompanies Act, whichever is higher, provided that they have performed their duties in good faith and without grossnegligence. If the reelections of Messrs. Makoto Kawai, Tatsuo Kawasaki, and Masatoshi Hori are approved, theCompany plans to continue such agreement limiting liability with each of them.
The Company has entered into a directors and officers liability insurance agreement pursuant to Article 430-3,
Paragraph 1 of the Companies Act with an insurance company and the content of such agreement is as stated on page
36 of the Business Report (only in the Japanese original). Each of the candidates are already insured under suchagreement and if they are reappointed, they will continue to be insured. The Company plans to renew the insurance
agreement with the same content at the next renewal.
Each of the candidates does not hold any type of preferred shares of the Company.

(Reference) Skill Matrix of the Directors
In order to contribute to our stakeholders from a long-term perspective, the Company has defined important management issues,and fields where each Director should utilize his or her expertise to solve them.
Expertise expected of
Directors

Group Management,
Strategies, M&A
Sales, Marketing
Finance, IR,
Public Relations
Accounting, Compliance,
Governance
Human Resource
Development, Diversity
DX, IT
Solution for Social Issues(SDGs)

Kinichi Shida
Chairman andPresident

Tsutomu
ShidaFounder andDirector,
SupremeAdviser

ShinichiShibayama
Director andSeniorManaging
Corporate
Officer

MakotoKawai
Director(External)

TatsuoKawasakiDirector(External)

Masatoshi
Hori
Director(External)

●

●

●

●

●

●

●

●

●
●

●

●

●
●

●

●
●

●

- 13 -

●

●

●

●

●

●

●

●

Proposal 3:

Election of 1 Audit & Supervisory Board Member

The terms of office of Audit & Supervisory Board Members Mr. Osamu Iwaisako and Mr. Shinichi
Kazama will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, considering the current auditing structure of the Company, the Company proposes theelection of one (1) Audit & Supervisory Board Member, reducing the number of Audit & Board Members by
one (1).
If this proposal is approved as originally proposed, the Company’s Audit & Supervisory Board will haveone (1) full-time Audit & Supervisory Board Member, and Independent External Audit & Supervisory Board
Members, which will comprise more than half of the Board. Therefore, it is considered that the auditing
structure will maintain sufficient effectiveness.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Past experience, positions,and significant concurrent positions

Type and numberof shares of theCompany held

Public prosecutor (at Tokyo District Public Prosecutors Office)Registered as attorney (at Chiba Bar Association)
Joined Authense Law Office (currently Authense LPC) (to0 shares[New appointment]
present)[External][Significant concurrent positions][Independent]
Attorney at Authense LPC[Reason for nomination as candidate for External Audit & Supervisory Board Member]
Not only does Ms. Mari Takahashi have sufficient insights relating to legal affairs, governance, and compliance, which are
expected as the Company’s Audit & Supervisory Board Member, she also has experience in investigation and in courts as apublic prosecutor. Therefore, the Company judges that she will be able to both actively offer helpful opinions to the Boardof Directors and management team, as well as enrich diversity of the composition of the Company’s Audit & Supervisory
Board with different perspectives.
Mari Takahashi(December 5, 1975)

October 2002
March 2011
January 2017

(Notes)
1.
2.

3.

4.

5.

There is no special interest between the candidate and the Company.
Ms. Mari Takahashi is a candidate for External Audit & Supervisory Board Member. Ms. Mari Takahashi satisfies thecriteria for independence of External Officers of the Company and if her election is approved as originally proposed,
she will be newly designated as an Independent Officer stipulated by Tokyo Stock Exchange.
If Ms. Mari Takahashi’s election is approved, the Company plans to enter into an agreement limiting liabilities with
her to limit her liability for damages to the extent of one million yen or the minimum liability amount set forth in
Article 425, Paragraph 1 of the Companies Act, whichever is higher.
The Company has entered into a directors and officers liability insurance agreement pursuant to Article 430-3,
Paragraph 1 of the Companies Act with an insurance company and the content of such agreement is as stated on page
36 of the Business Report (only in the Japanese original). If Ms. Mari Takahashi’s election is approved as originallyproposed, she will be included as insured under such agreement. The Company plans to renew the insurance
agreement with the same content at the next renewal.
Ms. Mari Takahashi does not hold any type of preferred shares of the Company.

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Proposal 4:

Election of Two (2) Substitute Audit & Supervisory Board Members

The effectiveness of the current substitute Audit & Supervisory Board Member will expire at theconclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, in order to prepare for the occasion where the number of Audit & Supervisory Board
Members falls below the minimum number stipulated by laws and regulations, the election of two (2)substitute Audit & Supervisory Board Members is proposed.
As candidates for substitute Audit & Supervisory Board Members, the election of Mr. Yoshiaki Senuma
as a substitute for Audit & Supervisory Board Member Mr. Masataro Sekiguchi, and the election of Mr.
Shinichi Kazama as a substitute for External Audit & Supervisory Board Member are proposed.
The effectiveness of the resolution on the election in this proposal shall be until the beginning of theAnnual General Meeting of Shareholders for the last fiscal year ending within one year after the said
resolution, pursuant to Article 31, Paragraph 3 of the Articles of Incorporation.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for substitute Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions
October 1998
April 2011
April 2011
October 2011
August 2014

1

2

Type and numberof shares of theCompany held

Joined Asahi Audit Corp. (currently KPMG AZSA LLC)
Established Senuma CPA Office
Advisor of JETRO YANGON
Joined Japanese desk, Mazars Vietnam
Joined the Company
Yoshiaki Senuma
Manager, Accounting Department
0 shares(November 15, 1972) April 2018
Corporate Officer and Divisional Head, Accounting and Finance
Division of the Company
Corporate Officer and responsible for Finance Department andApril 2021
Accounting Department of the Company
April 2022
General Manager, Internal Audit Office of the Company (topresent)[Reason for nomination as candidate for substitute Audit & Supervisory Board Member]
Mr. Yoshiaki Senuma is a certified public accountant and is well versed in the businesses and practical operations of theCompany. The Company expects him to utilize his deep knowledge nurtured through such wealth of experience in the
Company’s auditing structure.
April 1973
Joined Jeugia Co., Ltd.
July 1973
Joined Nippon Shinpan Co., Ltd. (currently Mitsubishi UFJ
NICOS Co., Ltd.)March 1997
Manager, Advertising Department of Nippon Shinpan Co., Ltd.
February 1998
Manager, Public Relations Department of Nippon Shinpan Co.,
Shinichi Kazama
Ltd.
(October 25, 1949) March 2005
Manager, Public Relations Department of UFJ NICOS Co., Ltd.
0 shares
Senior Researcher, Public Relations Department of UFJ
April 2006
[External]
NICOS Co., Ltd.
[Independent]
November 2009 Established KAZAMA’s Public Office (to present)
External Audit & Supervisory Board Member of the Company
February 2022
(to present)[Significant concurrent positions]Auditor of Risk Managers and Consultants Association of Japan
Advisor of Koho Kakekomidera[Reason for nomination as candidate for substitute External Audit & Supervisory Board Member]
The Company expects Mr. Shinichi Kazama to leverage his experience in corporate management, and knowledge andexperience nurtured as a person in charge of the public relations department and risk management department, etc., for theCompany’s auditing structure if he assumes office as an External Audit & Supervisory Board Member, and therefore
proposes his election as a substitute Audit & Supervisory Board Member. Moreover, the Company makes comprehensive
consideration on his aforementioned knowledge and experience, etc., and judges that he will be able to appropriately
perform the duties.

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(Notes)
1.
2.
3.

4.

5.

There are no special interests between the candidates and the Company.
Mr. Shinichi Kazama is a candidate for substitute External Audit & Supervisory Board Member.
If Messrs. Yoshiaki Senuma and Shinichi Kazama assume office as Audit & Supervisory Board Members, theCompany plans to enter into an agreement limiting liabilities with each of them to limit their liabilities for the damages
stipulated in Article 423, Paragraph 1 of the Companies Act to the extent of one million yen or the minimum liability
amount set forth in Article 425, Paragraph 1 of the Companies Act, whichever is higher, provided that they have
performed their duties in good faith and without gross negligence.
The Company has entered into a directors and officers liability insurance agreement pursuant to Article 430-3,
Paragraph 1 of the Companies Act with an insurance company and the content of such agreement is as stated on page
36 of the Business Report (only in the Japanese original). Each of the candidates will be included as insured undersuch agreement if they assume office as Audit & Supervisory Board Members. The Company plans to renew theinsurance agreement with the same content at the next renewal.
Each of the candidates does not hold any type of the preferred shares of the Company.

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Proposal 5:
Determination of Remuneration for Allotting Restricted Stock to Directors(Excluding External Directors)
The annual aggregate remuneration of Directors of the Company was resolved as 350 million yen or less(excluding the employee salary portion paid to Directors concurrently serving as employees) by the 5th
Annual General Meeting of Shareholders held on June 29, 2006.
With a view of Directors of the Company (excluding External Directors) sharing the benefits and risks ofstock price fluctuations with shareholders, and motivating them more than ever to contribute to increasing its
stock price, as well as enhancing corporate value, the Company hereby proposes that Directors of theCompany (excluding External Directors) be allotted shares of the Company’s common stock (the “Restricted
Stock”) subject to certain transfer restriction periods and reasons for acquisition by the Company without
contribution, among other matters, as follows.
Therefore, comprehensively taking into account the level of contributions of Directors to the Company
and other various matters, the Company proposes to set the total amount of monetary remuneration claims tobe paid to the Directors of the Company (excluding External Directors) as remuneration, etc., related to the
Restricted Stock, at 50 million yen or less per year, separately from the aforementioned amount of
remuneration for Directors.
The allotment of the Restricted Stock is determined based on a comprehensive consideration of various
matters, including the level of contributions of Directors to the Company, and since the maximum number ofthe Restricted Stock to be allotted in each fiscal year as set forth in 2. below accounts for only about 0.43%(the ratio to the total number of shares issued and outstanding is approximately 4.3% in cases where themaximum number of the Restricted Stock is issued over a 10-year period) of the total number of sharesissued and outstanding, which signifies that the dilution ratio is minimal, the Company believes that thecontent of the allotment is appropriate.
The Board of Directors of the Company has established a policy for determining details of remuneration,etc., for each individual Director, as outlined on pages 36 and 37 of the Business Report (only in theJapanese original), and the allocation of the Restricted Stock under this Proposal is in line with such policy.
The Company currently has six (6) Directors (including three (3) External Directors), and the number
thereof will be the same even if Proposal 2 is approved as proposed.

Specific details and maximum number of shares of Restricted Stock for Directors of the Company (excluding
External Directors)
1.

Allotment of and payment of Restricted Stock
The Company shall grant monetary remuneration claims within the aforementioned annual amount to
the Directors of the Company (excluding External Directors) as remuneration, etc., related to the
Restricted Stock, based on a resolution of the Board of Directors of the Company, and each Director shall
pay all of the said monetary remuneration claims by way of contribution in kind and shall, in return, beallotted the Restricted Stock.
The amount to be paid in for the Restricted Stock shall be determined by the Board of Directors of theCompany based on the closing price of shares of common stock of the Company on the Tokyo Stock
Exchange on the business day immediately preceding the date of the resolution of the Board of Directors
regarding the issuance or disposal of such shares (if no trade was consummated on such date, the closing
price of the immediately preceding trading day), which should be within the range not particularly
advantageous to the Directors who are to subscribe for such Restricted Stock.
In addition, the above monetary remuneration claims shall be paid on the condition that Directors of theCompany (excluding External Directors) agree to the above contribution-in-kind and that they haveentered into Restricted Stock Allotment Agreement that includes the details set forth in 3. below.

2.

Total number of shares of Restricted Stock
The total number of shares of the Restricted Stock to be allotted to Directors of the Company(excluding External Directors) shall be within 170,000 shares in each fiscal year.
Notwithstanding the above, in the event of a stock split (including gratis allotment of shares of common
stock of the Company) or a reverse stock split of shares of common stock of the Company, or any othercircumstance necessitating the adjustment to the total number of shares of the Restricted Stock after thedate of the resolution for this Proposal, such total number of shares of the Restricted Stock may be- 17 -

adjusted within a reasonable range.
3.

Details of Restricted Stock Allotment Agreement
Upon the allotment of the Restricted Stock, the Restricted Stock Allotment Agreement to be enteredinto between the Company and each Director to whom the Restricted Stock are allotted pursuant to theresolution of the Board of Directors of the Company shall include the following details.
(1) Details of Transfer Restrictions
During a period of not less than three years to be determined by the Board of Directors of theCompany (the “Transfer Restriction Period”), the Directors who have received an allotment of the
Restricted Stock may not dispose of the shares thereof allotted to him or her (the “Allotted Shares”)in
any manner, including transfer to third parties, establishment of a right of pledge, establishment of asecurity interest, advancement, or bequest (the “Transfer Restrictions”).
(2) Acquisition of Restricted Stock without contribution
If a Director who has received an allotment of the Restricted Stock resigns or retires from any of thepositions of Director, Corporate Officer, or employee of the Company on or after the start date of theTransfer Restriction Period and before the day preceding the first Annual General Meeting of
Shareholders to be held thereafter, the Company shall automatically acquire the Allotted Shares without
contribution, unless the reason for his/her retirement or resignation from office is deemed justifiable by
the Board of Directors.
In addition, if there are any Allotted Shares for which the Transfer Restrictions have not been liftedpursuant to the reasons for such lifting set out in (3) below when the Transfer Restriction Period set out in(1) above expires, the Company shall automatically acquire without contribution those Allotted Shares.
(3) Lifting of Transfer Restrictions
The Company shall lift the Transfer Restrictions for all of the Allotted Shares held by a Director upon
the expiration of the Transfer Restriction Period, on the condition that the Director to whom shares of the
Restricted Stock have been allotted remains in any of the positions of Director, Corporate Officer, or
employee of the Company up until the date of the first Annual General Meeting of Shareholders arriving
on or after the start date of the Transfer Restriction Period.
Notwithstanding the above, if such Director resigns or retires from any of the positions of Director,
Corporate Officer, or employee of the Company before the expiration of the Transfer Restriction Period
for reasons deemed justifiable by the Board of Directors of the Company, the number of the Allotted
Shares for which the Transfer Restrictions are lifted and the timing of lifting thereof shall be reasonably
adjusted as necessary.
(4) Treatment in the Event of Organizational Restructuring, etc.
During the Transfer Restriction Period, if proposals relating to a merger agreement under which theCompany is the disappearing company, a share exchange agreement, or share transfer plan under which
the Company becomes a wholly-owned subsidiary of another company, or other organizational
restructuring, etc., are approved at the Company’s General Meeting of Shareholders (provided, however,that in cases where approval at the Company’s General Meeting of Shareholders is not required inrelation to the said organizational restructuring, etc., at a meeting of the Board of Directors of theCompany), the Company shall lift the Transfer Restrictions by a resolution of the Board of Directors
prior to the date on which the organizational restructuring, etc., becomes effective, for the number ofAllotted Shares that is reasonably determined considering the period from the start date of the Transfer
Restriction Period to the approval date of the organizational restructuring, etc.
In cases specified above, the Company shall automatically acquire without contribution the Allotted
Shares for which the Transfer Restrictions have not been lifted as of the time immediately after the
expiration of the Transfer Restriction Period in accordance with the above provisions.
(Reference)
The Company intends to allot the same Restricted Stock as set out above to Corporate Officers (onlythose who have entered into a delegation agreement with the Company) of the Company after theconclusion of this Annual General Meeting of Shareholders.

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(Reference) Criteria for Independence of External Officers of the Company
In addition to the criteria for independence stipulated by the Tokyo Stock Exchange, Inc., the Company judges
External Directors and External Audit & Supervisory Board Members (hereinafter, “External Officers”) as
independent when such External Officers do not meet any of the items from (1) to (9) below.
(1) A major shareholder of the SHiDAX Group (holding directly or indirectly 10% or more of total voting
rights), or a business executor thereof (Note 1)(2) A person/entity that provides loan(s) that exceeds the standard stipulated by the Company to the SHiDAXGroup, or a business executor thereof (Note 2)(3) A person/entity that conducts transaction(s) that exceeds the standard stipulated by the Company with the
SHiDAX Group, or a business executor thereof (Note 3)(4) A person who provides professional services, such as a consultant, attorney, or certified public accountant,and obtains monetary or other financial benefits that exceeds 5 million yen in one fiscal year from theSHiDAX Group, other than compensation as its Officer(5) An Accounting Auditor of the SHiDAX Group or an employee thereof(6) A person or a person who belongs to a corporation, partnership, or other organization that receives
donation(s) over a certain amount from the SHiDAX Group (Note 4)(7) A person who has fallen under any of (1) to (6) above in the past three fiscal years(8) A person who has fallen under any of the following (A) to (C) at any time in the ten years prior to theirassumption of office(A) A business executor of, or a Director who is not a business executor of, a parent company of a listedcompany(B) An Audit & Supervisory Board Member of a parent company of a listed company (applies only to an
External Audit & Supervisory Board Member designated as an Independent Officer)(C) A business executor of a sister company of a listed company(9) A spouse of, or a relative within the second degree of kinship to, a person (other than those deemed
unimportant) who falls under (A) to (H) below(A) A person who falls under any of (1) to (8)(B) An accounting advisor of the Company (including its employee who performs relevant duties if suchaccounting advisor is a corporation; the same applies to the items below) (applies only to an External
Audit & Supervisory Board Member designated as an Independent Officer)(C) A business executor of a subsidiary of the Company(D) A Director who is not a business executor or an accounting advisor of a subsidiary of the Company(applies only to an External Audit & Supervisory Board Member designated as an Independent
Officer)(E) A business executor of, or a Director who is not a business executor of, the parent company of theCompany(F) An Audit & Supervisory Board Member of the parent company of the Company (applies only to an
External Audit & Supervisory Board Member designated as an Independent Officer)(G) A business executor of a sister company of the Company(H) A person who has fallen under any of the preceding (B) to (D) or had been a business executor of alisted company (including a Director who is not a business executor if an External Audit &Supervisory Board Member is designated as an Independent Officer) in the past three fiscal years(Note 1) “Business executor” refers to an Executive Director, Corporate Officer, or other employee.
(Note 2) “A person/entity that provides loan(s) that exceeds the standard stipulated by the Company” refers to aperson/entity that provides monetary loan(s) that exceeds 2% of the Company's consolidated total assets to
the SHiDAX Group as of the end of the latest fiscal year.
(Note 3) “A person/entity that conducts transaction(s) that exceeds the standard stipulated by the Company” refers
to a person/entity that conducts transaction(s) in the amount that exceeds 2% of the yearly consolidated net
sales of the SHiDAX Group. This includes financing transactions in a broad sense.
(Note 4) “Donation(s) over a certain amount” refers to donation(s) that exceeds 5 million yen in one fiscal year.

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