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
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 3608)
May 6, 2022

To Shareholders with Voting Rights:
Tsuyoshi Shimoji
Representative Director
President & CEO
TSI HOLDINGS CO., LTD.
1-2-3 Kita-Aoyama, Minato-ku, TokyoNOTICE OF CONVOCATION OF
THE 11TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 11th Annual General Meeting of Shareholders (the “Meeting”) of TSIHOLDINGS CO., LTD. (the “Company”). The Meeting will be held for the purposes as described below.
Instead of attending the Meeting, you may exercise your voting rights by either of the methods
described on the next page. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, May 26, 2022, Japan time.

1. Date and Time:

Friday, May 27, 2022 at 10:00 a.m. Japan time (opens at 9:00 a.m.)

2. Place:

West Suite, B1F, The Strings Omotesandoh located at
3-6-8 Kita-Aoyama, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The contents of the Business Report, Consolidated Financial Statements for
the Company’s 11th Fiscal Year (March 1, 2021 - February 28, 2022) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 11th Fiscal Year
(March 1, 2021 - February 28, 2022)
Proposal to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of Seven (7) Directors
Proposal 2:
Election of One (1) Auditor
Proposal 3:……………………………………………………………………………………………………………………..
◎ The Systems to Ensure Appropriate Operations, the Implementation Status of Systems to Ensure Appropriate
Operations, the Consolidated Statements of Shareholders’ Equity and Notes to the Consolidated Financial
Statements, and the Statements of Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements, which should otherwise be provided in conjunction with this notice, are not contained in the
Reference Documents attached to this notice, as they are posted on the Company’s website (https://www.tsiholdings.com/) pursuant to the provisions of laws, regulations and Article 15 of the Articles of Incorporationof the Company. Therefore, the Business Report, the Consolidated Financial Statements, and the Non--1-

consolidated Financial Statements included in the attachments are part of the Business Report, theConsolidated Financial Statements, and the Non-consolidated Financial Statements audited by the
Accounting Auditor when preparing its Audit Report.
◎ If any revisions are required for the Reference Documents for the General Meeting of Shareholders, Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements, the revised versions
will be posted on the Company’s website (https://www.tsi-holdings.com/).

-2-

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

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
Since the provision on the system for electronic provision of materials for general meetings of shareholders
will be enforced on September 1, 2022 as set forth in the proviso of Article 1 of the supplementary provisionsof the Act Partially Amending the Companies Act (Act No. 70 of 2019), the Company will newly establish
provisions to the effect that information contained in the reference documents for the general meeting ofshareholders, etc. shall be provided electronically, and that the scope of matters to be included in the paper
copy to be sent to shareholders who have requested it may be limited.
In addition, the provision related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. will become unnecessary and will therefore be deleted.
In line with such amendments, supplementary provisions related to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.

(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of theReference Documents for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
<Newly established><Newly established><Deleted>(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all orpart of the matters stipulated in the Ordinance ofthe Ministry of Justice in the paper copy to besent to shareholders who have requested it by
the record date for voting rights.
Supplementary Provisions
Article 1
The deletion of Article 15 (Internet
Disclosure and Deemed Provision of theReference Documents for the General Meetingof Shareholders, Etc.) of the Articles ofIncorporation before amendment and the new
establishment of Article 15 (Measures forElectronic Provision, Etc.) of the Articles ofIncorporation after amendment shall come into
effect on September 1, 2022.

-3-

Current Articles of Incorporation

Proposed Amendments
2. Notwithstanding the provision of the preceding
paragraph, Article 15 (Internet Disclosure andDeemed Provision of the Reference Documents
for the General Meeting of Shareholders, Etc.)of the Articles of Incorporation before
amendment shall remain in force with respect toa general meeting of shareholders to be held nolater than February 28, 2023.
3. These supplementary provisions shall be deleted
after March 1, 2023 or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

-4-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of the Meeting. Accordingly, theelection of seven (7) Directors including three (3) Outside Directors is proposed.
The candidates are as follows:
Name

No.

Current positions andresponsibilities at theCompany1Re-election

Tsuyoshi Shimoji

Representative Director,
President & CEO

2

Re-election

Takahiko Miyake

Director & Chairman

3

Re-election

Masanori Maekawa

Director & General
Manager, SCM Dept.

4

New

Mitsuru Naito

Executive Officer &General Manager,
Corporate Dept.

Yutaka Nishimura

Director

Akira Iwamoto

Director

Naoko Ichikawa

Director

5
6
7

Re-election
OutsideIndependentRe-election
OutsideIndependentRe-election
OutsideIndependent

Attendance atBoard of Directors
meetings
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(10 out of 10
meetings)−
100%(14 out of 14
meetings)
100%(14 out of 14
meetings)
100%(10 out of 10
meetings)(Note) Attendance at Board of Directors meetings for Mr. Masanori Maekawa and Ms. Naoko Ichikawa refers only to thenumber of meetings held after they assumed office on May 28, 2021.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
January 1997
November 2004
September 2012

<Re-election>

1

November 2016

Tsuyoshi Shimoji
November 2018
(December 28, 1964)
June 2019
Attendance at Board March 2020of Directors meetings:
May 2020
14/14 (100%)
July 2020
March 2021

Joined Ueno-Shokai Co., Ltd. (presently TSI Inc.)
Director and General Manager, Commercial Dept., Ueno-ShokaiCo., Ltd.
Director, Executive Officer, and General Manager, Commercial
Division, Ueno-Shokai Co., Ltd.
Senior Managing Director, Executive Officer, and General
Manager, Commercial Division, Ueno-Shokai Co., Ltd.
Director, Chief Operation Officer and General Manager,
Commercial Division, Ueno-Shokai Co., Ltd.
Executive Officer, the Company
Executive Officer & Head of 4th Business Company, theCompany
Director & Head of 4th Business Company, the Company
Director, Executive General Manager, Sales Headquarters, andHead of 4th Business Company, Sales Headquarters, theCompany
Representative Director, President & CEO, the Company and
Representative Director, President & CEO, TSI Inc. (to present)

Number ofshares of theCompany held

12,869[Reason for nomination as a Director candidate]
Mr. Tsuyoshi Shimoji has been involved in corporate management and business execution, particularly in the apparel business, as
the Director and Chief Operation Officer of Ueno-Shokai Co., Ltd., which was absorbed by TSI Inc., a subsidiary of the Company,
in March 2022, and has extensive experience and achievements. Since March 2021, he has also been responsible for the
management as Representative Director, President & CEO of the Company and TSI Inc., a major business subsidiary of theCompany. As he is expected to strengthen the decision-making function and the supervisory function of the Board of Directors
drawing on his experience and achievement, he has been nominated as a Director candidate for re-election.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
August 1990
November 1997
August 2000
November 2005
July 2008
November 2008

<Re-election>

2

Takahiko Miyake(March 20, 1965)

June 2011
March 2014

Attendance at Board
March 2015of Directors meetings:
14/14 (100%)
May 2015
November 2016
May 2017
March 2020
March 2021

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
Director, SANEI-INTERNATIONAL CO., LTD.
Senior Managing Director, SANEI-INTERNATIONAL CO.,LTD.
Director & Deputy President, SANEI-INTERNATIONAL CO.,LTD.
Representative Director & Deputy President, SANEIINTERNATIONAL CO., LTD.
Representative Director & President, SANEIINTERNATIONAL CO., LTD.
Director & Executive General Manager, Corporate Planning
Headquarters, the Company
Director & Executive General Manager, Corporate Strategy
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Executive General Manager, Corporate Planning
Headquarters and General Manager, Corporate Planning Dept.,
the Company
Director & Deputy Executive General Manager, Administrative
Headquarters and General Manager, Corporate Planning Dept.,
Administrative Headquarters, the Company
Representative Director & President, Isolar Co., Ltd. (presently
TSI Inc.)
Director & Vice Chairman, the Company
Director, Vice Chairman, Responsible for Human Resources
Dept., and General Manager, Platform Dept., the Company
Director & Chairman, the Company and Director, TSI Inc. (topresent)

Number ofshares of theCompany held

3,089,180[Reason for nomination as a Director candidate]
Mr. Takahiko Miyake was involved in the corporate management of SANEI-INTERNATIONAL CO., LTD., the predecessor
entity of the Company, as its President centered on the apparel business. He has also been involved in the management of theCompany serving as Director & Executive General Manager of Corporate Planning Headquarters, Executive General Manager ofCorporate Strategy Headquarters, Deputy Executive General Manager of Administrative Headquarters, and Chairman since its
foundation in June 2011 and is promoting the efforts to strengthen the corporate management function of the Group. As he isexpected to strengthen the decision-making function and the supervisory function of the Board of Directors drawing on his
experience and achievement, he has been nominated as a Director candidate for re-election.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 1999
September 2001
September 2003
September 2009
September 2010

<Re-election>

3

Masanori Maekawa(March 11, 1964)

November 2010
September 2011
July 2013
March 2014

Attendance at Boardof Directors meetings:
10/10 (100%)
May 2018

March 2020
March 2020
March 2021
May 2021

Joined SANEI-INTERNATIONAL CO., LTD. (presently theCompany)
General Manager, Natural Beauty Basic Business Dept., 1stBusiness Group, SANEI-INTERNATIONAL CO., LTD.
Executive Officer and Head of 5th Company, SANEIINTERNATIONAL CO., LTD.
General Manager, Natural Beauty Basic Business Dept., StoreBusiness Headquarters, SANEI-INTERNATIONAL CO., LTD.
Executive Officer and General Manager, Natural Beauty BasicBusiness Dept., SANEI-INTERNATIONAL CO., LTD.
Director & Executive Officer, SANEI-INTERNATIONAL CO.,LTD.
Director, Executive Officer, and Head of 1st Company, SANEIINTERNATIONAL CO., LTD.
Executive Officer, the Company
Representative Director and President, SANEI bd CO., LTD.
(presently TSI Inc.)
Representative Director and President, Rose Bud Co., Ltd.
(presently TSI Inc.)
Executive Officer & Head of 1st Business Company, theCompany
Representative Director and President, Nano Universe Co., Ltd.
(Presently TSI Inc.)
Executive Officer & General Manager, SCM Dept., theCompany, and Head of SCM Division, TSI Inc.
Director & General Manager, SCM Dept., the Company, andDirector & Head of SCM Division, TSI Inc. (to present)

Number ofshares of theCompany held

3,925

[Reason for nomination as a Director candidate]
Mr. Masanori Maekawa has been involved in corporate management and business execution, particularly in the apparel business,as the Representative Director and President of SANEI bd CO., LTD. (presently TSI Inc.) over many years, and has extensive
experience and achievements. As he is expected to strengthen the decision-making function of the Board of Directors drawing on
his experience and achievement, he has been nominated as a Director candidate for re-election.
General Manager of Ichikawa Branch, Mizuho Bank, Ltd.
April 2008
Joinedthe Company, General Manager, Corporate Management
August2014<New>
Dept., TSI GROOVE & SPORTS (presently TSI Inc.)
General Manager, Finance & Accounting Dept., Administrative
May 2019
Mitsuru Naito
Headquarters, the Company(January 4, 1962)
4
2,175
Executive Officer, General Manager, Finance & Accounting
June 2019
Dept., Administrative Headquarters, the Company
Attendance at Board
Executive Officer, General Manager, Finance & Accounting
June 2020of Directors meetings:
Dept., the Company−
Executive Officer, General Manager, Corporate Dept., theMarch 2022
Company, and Head of Corporate Division, TSI Inc. (to present)[Reason for nomination as a Director candidate]
Mr. Mitsuru Naito has extensive experience and achievements at a financial institute. Also at the Company, he has been involvedin management of the Group as General Manager of Finance & Accounting Dept., Administrative Headquarters since May 2019,
and as Executive Officer of the Company since June 2019. As he is expected to strengthen the decision-making function of theBoard of Directors drawing on his extensive experience and knowledge, he has been newly nominated as a Director candidate forelection.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined Kyokuto Petroleum Industries, Ltd. (presently ENEOS
Corporation)
November 2003 Representative Director & CFO, Richemont Japan Limited
Representative Director & COO, Richemont Japan Limited
July 2005
November 2005 Representative Director & President, Regional CEO, Richemont
Yutaka Nishimura
Japan Limited
5−(November 18, 1955)
Advisor, Carlyle Japan L.L.C.
January 2016
Outside Director, Mr Max Ltd. (presently Mr Max Holdings
May 2016
Attendance at Board
Ltd.) (to present)of Directors meetings: May 2019
Outside Director, the Company (to present)
14/14 (100%)
November 2021 Outside Director, ALPHA CO., LTD. (to present)[Reason for nomination as an Outside Director candidate and expected roles]
Mr. Yutaka Nishimura has been involved in corporate management and business execution as a corporate manager in a wide rangeof fields including consumer goods, and has extensive experience and achievements. As he is expected to provide the Company
with frank advice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the
supervisory function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside
Director candidate for re-election. After election, he is expected to continue fulfilling the above-mentioned roles. He will have
served approximately three (3) years as Outside Director of the Company at the conclusion of the Meeting.
Joined The Long-Term Credit Bank of Japan, Limited (presently
April 1986
Shinsei Bank, Limited)<Re-election>
Joined A.T. Kearney, Inc.
August 1998
<Outside>
Joined Advantage Partners Inc.
August 2001
<Independent>
Outside Director, The Daiei, Inc.
May 2005
Outside Director, OMC Card, Inc. (presently SMBC Finance
Service Co., Ltd.)
Akira Iwamoto
6
3,108
Outside Director, Nissen Co., Ltd. (presently Nissen Holdings(October 15, 1962) March 2007
Co., Ltd.)
Representative Director, Advantage Advisors, Inc.
Attendance at Board October 2007
Outside Director, CCS Inc.
of Directors meetings: July 2011
Assistant to President, The Asahi Shimbun Company
January2017
14/14 (100%)
Advisor, Mizuho Financial Group, Inc.
April 2019
Outside Director, the Company (to present)
May 2020[Reason for nomination as an Outside Director candidate and expected roles]
Mr. Akira Iwamoto has been involved in corporate management and business execution at a number of companies throughinvestment activities, and has extensive experience and deep expertise. As he is expected to provide the Company with frankadvice on the appropriateness of the decision-making of the Board of Directors, and is expected to strengthen the supervisory
function of the Board of Directors from an independent and fair standpoint, he has been nominated as an Outside Director candidate
for re-election. After election, he is expected to continue fulfilling the above-mentioned roles. He will have served approximately
two (2) years as Outside Director of the Company at the conclusion of the Meeting.
<Re-election><Outside><Independent>

April 1979

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Joined KORG INC.
Joined Booz, Allen & Hamilton (Japan), Inc. (presently PwCConsulting LLC), Principal
Joined GE Capital Edison Life Insurance Company (presently
January
1999<Re-election>
The Gibraltar Life Insurance Co., Ltd.)<Outside>
December 2004 Joined GE Japan Holdings (presently GE Japan Inc.), Executive<Independent>
Officer
Executive Officer and Chief Marketing Officer, GE Japan
April 2007
Naoko Ichikawa
Holdings
7411(February 5, 1958)
Joined Novartis Pharma K.K., Senior Manager
April 2009
Head of OTC Division, Novartis Pharma K.K.
May 2010
Attendance at Board
Joined Innovation Network Corporation of Japan (INCJ)
July 2012of Directors meetings:(presently Japan Investment Corporation (JIC)), Managing
10/10 (100%)
Director
Joined Mitsubishi Chemical Holdings Corporation, Executive
July 2017
Officer and Chief Marketing Officer
Outside Director, the Company (to present)
May 2021[Reason for nomination as an Outside Director candidate and expected roles]
Ms. Naoko Ichikawa has extensive experience and achievements, both as a management consultant and from her involvement incorporate management and business execution in a wide range of fields such as finance, pharmaceutical, and chemistry. As she isexpected to provide the Company with frank advice on the appropriateness of the decision-making of the Board of Directors, andis expected to strengthen the supervisory function of the Board of Directors from an independent and fair standpoint, she has been
nominated as an Outside Director candidate for re-election. After election, she is expected to continue fulfilling the abovementioned roles. She will have served approximately one (1) year as Outside Director of the Company at the conclusion of the
Meeting.
April 1981
September 1989

(Notes)1. No conflict of interest exists between the Company and any of the above Director candidates.
2. Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa are candidates for Outside Directors as stipulated
in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa as independent
officers pursuant to the rules of Tokyo Stock Exchange, Inc. and has notified the Exchange accordingly.
4. The Company has entered into an agreement with Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa
to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the agreement is the lowest amount permitted by laws and regulations. The Company is planning to continue
the said liability limitation agreement with Mr. Yutaka Nishimura, Mr. Akira Iwamoto, and Ms. Naoko Ichikawa subject
to their re-election.
5. At Mr Max Holdings Ltd., at which Mr. Yutaka Nishimura currently serves as Outside Director, there wasmisappropriation of company assets by an employee of the company, which was during the term of office of Mr.
Nishimura. While he was not aware of this fact in advance, he has consistently voiced opinions at the Board of Directors
meetings on the necessity of thorough risk management, and since this fact has come to light, he has fulfilled his
responsibilities by providing advice on the investigation of causes and prevention measures.
6. The number of shares of the Company held shown in the table above indicates the number of shares effectively held by
each candidate including the number of shares held through the TSI Officers’ Share Ownership Plan and the TSI
Employees’ Share Ownership Plan as of February 28, 2022.
7. 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 at the expense of the Company. The insurance contract covers
damage that may be incurred by the insured as a result of assuming liability for the execution of their duties or receiving
claims related to the pursuit of such liability. However, there are certain exclusions, such as no coverage for damage
arising from actions taken with the knowledge that they were in violation of laws and regulations. Each candidate will
be insured under the said insurance contract. Also, the said insurance contract will be renewed on June 1, 2022, whichfalls during the term of office of each candidate.

- 10 -

Skill Matrix of Director Candidates

Name
Tsuyoshi
ShimojiTakahiko
MiyakeMasanori
Maekawa
Mitsuru
Naito
YutakaNishimura
Akira
Iwamoto
Naoko
Ichikawa

Positions andresponsibilities
Representative
Director,
President & CEO
Director &Chairman
Director & General
Manager, SCM Dept.
Director & General
Manager, Corporate
Dept.
Director
Director

Knowledge and experience of each candidate
Corporate
management

Finance &accounting

Riskmanagement●

IT, DX,
Supply
chain

●

●
●
●
●

Design,Marketing

●
●
●

●

●

●
●

●

●
●

Director

Global,Diversity

●
●
●

●

●
●
●

(Notes)1. “Positions and responsibilities” stated above are those each candidate is scheduled to assume when he or she is elected at the
Meeting.
2. Items marked with a circle do not represent all knowledge and experience of each candidate.

- 11 -

Proposal 3:

Election of One (1) Auditor

The term of office of Auditor Mr. Toru Nabeyama will expire at the conclusion of the Meeting. Accordingly,
the election of one (1) Auditor is proposed.
The Company has obtained consent from the Audit & Supervisory Board with respect to the submission ofthis Proposal.
The candidate is as follows:
Name(Date of birth)<New><Outside><Independent>

Past experience, positions and significant concurrent positions
April 1976
April 2006

Number ofshares of theCompany held

Joined NEC Corporation
Senior Vice President and General Manager, Legal Division,
NEC Corporation
Outside Corporate Auditor, Nippon Electric Glass Co., Ltd.
Senior Vice President, Chief of Risk Control and Compliance,
and General Manager, Legal Division, NEC Corporation
Executive Vice President, NEC Corporation
Audit & Supervisory Board Member, NEC Corporation
Outside Audit & Supervisory Board Member, The Shoko Chukin
Bank, Ltd. (to present)

June 2006
April 2007
Fujio Okada−(September 17, 1952)
April 2010
Attendance at Board June 2013of Directors meetings: June 2018−
[Reason for nomination as an Outside Auditor candidate]
Mr. Fujio Okada has not only abundant experience in legal affairs, compliance, and internal control but also deep insight
regarding general corporate management. He is expected to contribute to strengthening the supervisory function from an
independent and fair standpoint and to provide advice concerning the entire corporate governance. Accordingly, as theCompany believes that he will appropriately perform duties as an Outside Auditor, he has been newly nominated as an
Outside Auditor candidate for election.
(Notes)1. No conflict of interest exists between the Company and the above Auditor candidate.
2. Mr. Fujio Okada is a candidate for Outside Auditor as stipulated in Article 2, Paragraph 3, Item 8 of the Ordinance for
Enforcement of the Companies Act.
3. Mr. Fujio Okada is a candidate for an independent officer pursuant to the rules of Tokyo Stock Exchange, Inc.
4. Mr. Fujio Okada will retire as Outside Audit & Supervisory Board Member of The Shoko Chukin Bank, Ltd. on June21, 2022 due to the expiration of his term of office.
5. If Mr. Fujio Okada is elected and takes office as an Auditor, the Company will enter into an agreement with him to limit
his liability pursuant to Article 423, Paragraph 1 of the Companies Act, in accordance with the provision of the Articles
of Incorporation of the Company. The maximum amount of liability pursuant to the agreement is the lowest amountpermitted by laws and regulations.
6. 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 at the expense of the Company. The insurance contract covers
damage that may be incurred by the insured as a result of assuming liability for the execution of their duties or receiving
claims related to the pursuit of such liability. However, there are certain exclusions, such as no coverage for damage
arising from actions taken with the knowledge that they were in violation of laws and regulations. The candidate will be
insured under the said insurance contract. Also, the said insurance contract will be renewed on June 1, 2022, which falls
during the term of office of the candidate.

- 12 -