[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities Code: 1951
June 4, 2021
To Our Shareholders:
Tetsuya Funabashi
President and Representative Director
KYOWA EXEO CORPORATION
29-20, Shibuya 3-chome, Shibuya-ku, TokyoNOTICE OF THE 67th ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce that the 67th Ordinary General Meeting of Shareholders of KYOWA
EXEO CORPORATION (the “Company”) will be held on June 23, 2021, as described hereunder.
Accordingly, with respect to this General Meeting of Shareholders, we ask all shareholders to
exercise their voting rights in advance, either in writing or via the Internet or other means, with aview to preventing the spread of the novel coronavirus disease (COVID-19) and that, regardlessof health condition, shareholders refrain from physically attending the venue to the extent possibleon the day.
With regard to exercising voting rights in writing or via the Internet or other means, pleaseexamine the accompanying Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:30 p.m. on Tuesday, June 22, 2021.
<Measures to be taken for COVID-19 at the General Meeting of Shareholders>
At the General Meeting, the number of seats in the room will be significantly reduced, since the spacing between
seats will be increased in order to prevent the spread of COVID-19. Due to the limited number of seats, even if
you attend the venue on the day, we may have to refuse entry. Your understanding is highly appreciated.

We will check your body temperature at the entrance hall on the 1st Floor, and may refuse admission to those
who have a fever or are in poor physical condition.

Alcohol disinfectant for shareholders will be made available near the reception desk.

If you are intending to attend the venue, you should confirm your physical condition before coming, and take
infection prevention measures such as wearing a mask.
Each of our officers and staff in attendance will have their physical condition confirmed, including bodytemperature checks, and will be wearing a mask.

Please be advised that we may omit detailed explanations of the matters to be reported or the proposals with aview to shortening the duration of the meeting in order to prevent the spread of infection. We ask that you readthrough this convocation notice in advance.
Videos of the parts of the meeting relating to the matters to be reported, etc. (including presentations), will beavailable at a later date on our website below.
https://www.exeo.co.jp/ir/kabushiki.html#ir_kabushiki_meeting-1-

[Translation]

Meeting Details
1. Date and Time:

Wednesday, June 23, 2021 at 10:00 a.m. (Japan time)(The reception will begin at 9:00 a.m.)

2. Venue:

29-20, Shibuya 3-chome, Shibuya-ku, Tokyo
KYOWA EXEO CORPORATION 3F Conference Room

3. Purposes:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 67th Fiscal Year(from April 1, 2020 to March 31, 2021) and Reports of Audit on the Consolidated
Financial Statements by Accounting Auditor and Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 67th Fiscal Year (from April 1, 2020
to March 31, 2021)
Matters to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to Articles of Incorporation
Proposal 2:
Election of Eleven (11) Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
Proposal 4:
Election of Accounting Auditor
Proposal 5:
4. Method of Notification of Revisions to Shareholders:
Any revisions to the contents of the Reference Documents for the General Meeting of
Shareholders, Business Report, Consolidated Financial Statements, or Non-Consolidated
Financial Statements made by the day immediately preceding the day of the General Meetingof Shareholders will be notified by mailing of documents or posting on the Company’s
website (in Japanese only).
5. The Company’s Website:
https://www.exeo.co.jp/-2-[Translation]

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

Appropriation of Surplus

The Company regards profit distribution to shareholders as an important managerial issue and,regarding the appropriation of surplus, we set DOE (dividend on equity ratio) as an index and ourbasic policy is to continue issuing stable dividends.
Based on this policy, we propose the following year-end dividend setting our target DOE at 3.5%
for the fiscal year under review:
Matters concerning the year-end dividend
1.

Type of dividend assets
Cash

2.

Matters concerning allocation of dividend assets and the total amount
Dividend per common share of the Company:¥41
Total amount of dividends:¥4,563,749,688

3.

Effective date of dividend from surplus
Thursday, June 24, 2021

-3-

[Translation]

Proposal 2:

Partial Amendments to Articles of Incorporation

1. Reason for Proposal
The Company, as the core company of the Group, will change its trade name to “EXEO Group, Inc.”,
aiming to achieve significant growth with the Group Companies by combining management resources
and technologies to create new value.
2. Details of Amendments
The details of the amendments are as follows.
(Underlined portions are amended)
Current Articles of Incorporation

Proposed Amendments(Trade Name)
Article 1.
1 The name of the Company shall be Kabushiki
Kaisha Kyowa Exeo.
2 It shall be written in English as KYOWA EXEOCORPORATION.

(Trade Name)
Article 1.
1 The name of the Company shall be Exeo Group
Kabushiki Kaisha.
2 It shall be written in English as EXEO Group, Inc.

(Newly established)(Supplementary Provision)
Changes to Article 1. (Trade Name) shall become
effective on October 1, 2021. This supplementaryprovision shall be deleted after the date on which thechanges to Article 1. become effective.

-4-

[Translation]

Proposal 3:

Election of Eleven (11) Directors

The terms of office of all twelve (12) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. In order to enhance the efficiency of the management system,
the Company proposes to decrease the total number of Directors by one (1) and elect eleven (11)Directors.
The Company has selected the candidates for these positions in consultation with and based on
the recommendation of the Nominating Committee.
The candidates for these positions are as follows:

No.

1

2

3

4

5

6

Name

Tetsuya Funabashi

Tomohiro Kurosawa

Yuichi Koyama

Hideo Higuchi

Koichi Mino

Kenji Asano

7

Takafumi Sakaguchi

8

Yasushi Kohara

Positions and areas of Term served Board of Directors
responsibility
as Director meeting attendanceReelection

President andRepresentative
Director

3 years

15/15

Reelection

Director andManaging Operating
Officer, General
Manager of DoCoMo
Business
Headquarters

5 years

15/15

Reelection

Director andManaging Operating
Officer, General
Manager of Group
Business Promotion
Division

4 years

15/15

Reelection

Director andManaging Operating
Officer, General
Manager of Accounts& Finance Division

2 years

15/15

Reelection

Director andManaging Operating
Officer, General
Manager of Corporate
Planning Division

1 year11/11

Reelection

Director andManaging Operating
Officer, General
Manager ofCommunication &Business Network
Headquarters

1 year

11/11

NewManaging Operating
Officer,
Representative ofWest Japan Head
Office and BranchManager of Kansai
Branch––3 years

15/15

Reelection

OutsideDirector
Independent-5-[Translation]

No.

Name

Positions and areas of Term served Board of Directors
responsibility
as Director meeting attendance

9

Naoko Iwasaki

Reelection

OutsideDirector
Independent

2 years

15/15

10

Tatsushi Mochizuki

Reelection

OutsideDirector
Independent

1 year11/11

11

Keiji Yoshida

–

–

New

Outside–Independent-6-

[Translation]

No. 1

Tetsuya Funabashi(Dec. 9, 1956)

Number of theCompany’s shares held:
16,900(Career summary, positions and areas of responsibility)
Jun. 2010

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
15/15 times (100%)

Senior Vice President, Head of Customer Services, NTT
Communications Corporation

Jun. 2014

Senior Executive Vice President, NTT Communications Corporation

Aug. 2016

Senior Executive Vice President, Head of Customer Services, NTT
Communications Corporation

Jun. 2017

Senior Executive Vice President, NTT Communications Corporation

Jun. 2018

Vice President and Representative Director, KYOWA EXEOCORPORATION

Jun. 2019

President and Representative Director,
CORPORATION (present position)

KYOWA

EXEO

(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tetsuya Funabashi has abundant experience and insight, and has led the
management of the Group as Representative Director, driving the Group throughTerm served as Director of strong leadership in the creation and expansion of the solutions business both in
the Company:
Japan and overseas, and increasing productivity through structural reform and3 years (at the conclusion of digital transformation, and the Company believes that he is the appropriate person
this Ordinary General
to continuously increase corporate value and has nominated him as a candidate for
Meeting of Shareholders) reelection.
No. 2

Tomohiro Kurosawa(Jul. 23, 1957)

Number of theCompany’s shares held:
18,200(Career summary, positions and areas of responsibility)
Jun. 2011

Senior Vice President, Managing Director of Hokkaido Regional
Office, NTT DoCoMo, Inc.

Jun. 2014

Operating Officer, General Manager of Mobile Sales Division,
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION

Jun. 2015

Managing Operating Officer, General Manager of DoCoMo
Business Headquarters, and Mobile Sales Division, DoCoMo
Business Headquarters, KYOWA EXEO CORPORATION

Jun. 2016

Director and Managing Operating Officer, General Manager of
DoCoMo Business Headquarters, and Mobile Sales Division,
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION

Jul. 2016

Director and Managing Operating Officer, General Manager of
DoCoMoBusiness
Headquarters,
KYOWA
EXEO
CORPORATION (present position)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
15/15 times (100%)Term served as Director of
the Company:
5 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Tomohiro Kurosawa has abundant experience and insight in the telecom
industry, taking strong leadership as the General Manager of DoCoMo Business
Headquarters to promote the expansion of the mobile business, and the Company
believes that he is the appropriate person to continuously increase corporate valueand has nominated him as a candidate for reelection.

-7-

[Translation]

No. 3

Yuichi Koyama(Oct. 6, 1959)

Number of theCompany’s shares held:
13,700(Career summary, positions and areas of responsibility)
Jun. 2013

General Manager of Office Users Business Division, Corporate
Sales Promotion Headquarters, NIPPON TELEGRAPH AND
TELEPHONE EAST CORPORATION

Jun. 2014

Senior Vice President, Deputy General Manager of Corporate Sales
Promotion Headquarters and Office Users Business Division,
Corporate Sales Promotion Headquarters, NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION

Jun. 2016

Managing Operating Officer, General Manager of Communication& Business Network Headquarters, KYOWA EXEOCORPORATION

Jun. 2017

Director and Managing Operating Officer, General Manager ofCommunication & Business Network Headquarters, KYOWA
EXEO CORPORATION

Jun. 2019

Director and Managing Operating Officer, General Manager ofGroup Business Promotion Division, KYOWA EXEOCORPORATION (present position)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
15/15 times (100%)Term served as Director of
the Company:
4 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)No. 4(Important concurrent positions)Audit & Supervisory Board Member, NIPPON DENTSU CO., LTD.
(Reasons for nomination as candidate for Director)
Mr. Yuichi Koyama has abundant experience and insight in the telecom industry
and executive management, and has held positions as General Manager of theCommunication & Business Network Headquarters and as General Manager of theGroup Business Promotion Division, promoting business expansion anddevelopment across the entire Group, and the Company believes that he is theappropriate person to continuously increase corporate value and has nominatedhim as a candidate for reelection.

Hideo Higuchi(Sep. 15, 1956)

Number of theCompany’s shares held:
21,700(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
15/15 times (100%)

Apr. 1980

Joined KYOWA EXEO CORPORATION

Jun. 2014

Operating Officer, Branch Manager of Tokai Branch, KYOWA
EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of Accounts & Finance
Division, KYOWA EXEO CORPORATION

Jun. 2018

Managing Operating Officer, General Manager of Accounts &Finance Division, KYOWA EXEO CORPORATION

Jun. 2019

Director and Managing Operating Officer, General Manager of
Accounts & Finance Division, KYOWA EXEO CORPORATION(present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Hideo Higuchi has abundant experience and insight in executive management,
and has held positions as Branch Manager and as General Manager of Accounts &Term served as Director of Finance Division, and the Company believes that he is the appropriate person tocontinuously increase corporate value and has nominated him as a candidate for
the Company:
2 years (at the conclusion of reelection.
this Ordinary General
Meeting of Shareholders)-8-[Translation]

No. 5

Koichi Mino
(Nov. 15, 1960)

Number of theCompany’s shares held:
21,200(Career summary, positions and areas of responsibility)
Jun. 2011

Branch Manager of Hokkaido Branch, NIPPON TELEGRAPH
AND TELEPHONE EAST CORPORATION

Jul. 2014

General Manager of NTT Sales Division, NTT Business
Headquarters, KYOWA EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of NTT Business Headquarters,
KYOWA EXEO CORPORATION

Jun. 2017Managing Operating Officer, General Manager of NTT Business
Headquarters, and NTT Sales Division, NTT Business Headquarters,
KYOWA EXEO CORPORATION

Jun. 2020

Director and Managing Operating Officer, General Manager ofCorporate Planning Division, KYOWA EXEO CORPORATION(present position)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
11/11 times (100%)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Koichi Mino has abundant experience and insight in the telecom industry, andhas held positions as General Manager of NTT Business Headquarters and as
General Manager of Corporate Planning Division, taking strong leadership topromote the business expansion and to strengthen the earning capability, etc. of
the Group, and the Company believes that he is the appropriate person tocontinuously increase corporate value and has nominated him as a candidate for
Note: Mr. Koichi Mino was reelection.
elected as Director at the
66th Ordinary General
Meeting of Shareholders
held at June 24, 2020. As aresult, his record of
attendance at Board of
Directors meetings included
only the meetings that were
held after June 24, 2020.
Term served as Director of
the Company:
1 year (at the conclusion ofthis Ordinary General
Meeting of Shareholders)-9-[Translation]

No. 6

Kenji Asano(May 23, 1962)

Number of theCompany’s shares held:
4,700(Career summary, positions and areas of responsibility)

Candidate for Reelection
Board of Directors meeting
attendance during the year
ended March 31, 2021:
11/11 times (100%)Term served as Director of
the Company:
1 year (at the conclusion ofthis Ordinary General
Meeting of Shareholders)Jun. 2015

Director, General Manager of Tokyo Division, NIPPONTELEGRAPH AND TELEPHONE EAST CORPORATION

Jun. 2017

President and Representative Director, NTT INFRASTRUCTURE
NETWORK CORPORATION

Jun. 2019

Managing Operating Officer, General Manager of Communication& Business Network Headquarters, KYOWA EXEOCORPORATION

Jun. 2020

Director and Managing Operating Officer, General Manager ofCommunication & Business Network Headquarters, KYOWA
EXEO CORPORATION (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Kenji Asano has abundant experience and insight in the telecom infrastructureindustry and has been promoting business expansion in the public telecom
infrastructure fields as General Manager of the Communication & BusinessNetwork Headquarters, and the Company believes that he is the appropriate person
to continuously increase corporate value and has nominated him as a candidate forreelection.

Note: Mr. Kenji Asano waselected as Director at the
66th Ordinary General
Meeting of Shareholders
held at June 24, 2020. As aresult, his record of
attendance at Board of
Directors meetings included
only the meetings that were
held after June 24, 2020.

- 10 -

[Translation]

No. 7

Number of theCompany’s shares held:
1,800

Takafumi Sakaguchi(Mar. 20, 1964)(Career summary, positions and areas of responsibility)
Jun. 2015

President and Representative
CORPORATION

Jun. 2016

Member of the Board, NIPPON TELEGRAPH AND TELEPHONE
WEST CORPORATION
President and Representative Director, NTT NEOMEITCORPORATION

Jun. 2017

Member of the Board; Executive Manager, Service Management
Department, Plant Headquarters, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION

Jun. 2019

Member of the Board; Executive Manager, Service Management
Department, Plant Headquarters, NIPPON TELEGRAPH AND
TELEPHONE WEST CORPORATION
President and Representative Director, NTT FIELDTECHNO
CORPORATION

Jun. 2020

Managing Operating Officer, Representative of West Japan Head
Office, Branch Manager of Kansai Branch, and Deputy General
Manager of ICT Solutions Headquarters, KYOWA EXEOCORPORATION (present position)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2021:
Term served as Director of
the Company:
-

No. 8

Director,NTT

NEOMEIT(Important concurrent positions)
N/A(Reasons for nomination as candidate for Director)
Mr. Takafumi Sakaguchi has abundant experience and insight in the telecom
industry and has been promoting business expansion of the Group as
Representative of West Japan Head Office, and the Company believes that he is
the appropriate person to continuously increase corporate value and has nominatedhim as a candidate for Director.

Yasushi Kohara(Jun. 29, 1953)

Number of theCompany’s shares held:
1,200(Career summary, positions and areas of responsibility)

Candidate for Reelection
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2021:
15/15 times (100%)

Jun. 2007

Managing Officer, Toyota Motor Corporation

Jun. 2011

Representative Director and President, Toyota Tokyo Corolla Co.,
Ltd.

Jun. 2015

Representative Director and President, Osaka Toyota Motor Co.,
Ltd.

Jun. 2018

Outside Director, KYOWA EXEO CORPORATION (present
position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director and outline of expectedroles)Mr. Yasushi Kohara has abundant experience and insights in corporate
management through his posts at the Toyota Group, and has provided appropriate
advice and suggestions in important management decisions of the Company,
appropriately fulfilling his role as Outside Director. The Company expects he willcontinue to contribute to strengthening the auditing function of the Board of
Directors and provide advice from a broad managerial perspective and has
nominated him as a candidate for reelection.

Term served as Outside
Director of the Company:
3 years (at the conclusion ofthis Ordinary General
Meeting of Shareholders)- 11 -

[Translation]

No. 9

Naoko Iwasaki(Name in family register: Naoko Yamagiwa)(May 30, 1975)

Number of theCompany’s shares held:
0(Career summary, positions and areas of responsibility)
Apr. 2017
Apr. 2017

President, International Academy of CIO Japan (present position)

Apr. 2017

Board Member, ARISE Advisory Board, Nanyang Technological
University, Singapore (present position)

Sep. 2018

Research Member, Research Association for Standardization of
Operation Process and System of Local Government Agencies andUtilization of AI and Robotics, Ministry of Internal Affairs andCommunications

Jan. 2019

Committee Chair, Smart Silver Innovation Committee, APEC(present position)

Jun. 2019

Outside Director, KYOWA EXEO CORPORATION (present
position)

Jun. 2019

Outside Director, ITOCHU Techno-Solutions Corporation (present
position)

Sep. 2019

Member of Policy Evaluation Council, Ministry of Internal Affairs
and Communications (present position)

Apr. 2021

Expert Advisor, Public Records and Archives Management
Commission, Cabinet Office (present position)

Candidate for Reelection
Outside Officer

Professor, Institute of e-Government, Waseda University (present
position)(Important concurrent positions)
Professor (Doctor), Institute of e-Government, Waseda University
President, International Academy of CIO Japan
Board of Directors meeting Board Member, ARISE Advisory Board, Nanyang Technological University,
attendance during the year Singapore
ended March 31, 2021:
Committee Chair, Smart Silver Innovation Committee, APEC
15/15 times (100%)
Outside Director, ITOCHU Techno-Solutions Corporation
Member of Policy Evaluation Council, Ministry of Internal Affairs andTerm served as Outside
Communications
Director of the Company: Expert Advisor, Public Records and Archives Management Commission, Cabinet
2 years (at the conclusion of Office
this Ordinary General
Meeting of Shareholders) (Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Ms. Naoko Iwasaki is an international first-line researcher and expert on utilizationof ICT in areas such as international relations, national and local government
administration, disaster response and BCP, aging of society, and the promotion ofactive roles for women, and has provided appropriate advice and suggestions inimportant management decisions of the Company, appropriately fulfilling her roleas Outside Director. The Company expects she will continue to contribute tostrengthening the auditing function of the Board of Directors and provide advice
from a broad managerial perspective and has nominated her as a candidate forreelection.
Independent Officer- 12 -

[Translation]

No. 10

Tatsushi Mochizuki(Apr. 19, 1956)

Number of theCompany’s shares held:
100(Career summary, positions and areas of responsibility)

Candidate for Reelection

Jul. 2006

Vice Governor of Mie Prefecture

Oct. 2008

Deputy Director-General of Minister’s Secretariat, Ministry ofInternal Affairs and Communications

Jan. 2010

Deputy Director-General of Office for the Local Sovereignty
Strategy Council at Cabinet Office

Sep. 2012

Director-General of the Local Administration Bureau, Ministry ofInternal Affairs and Communications

Sep. 2013

Advisor, Nippon Life Insurance Company

Apr. 2014

Vice Chairman, Japan Agency for Local Authority Information
Systems

Sep. 2017

Chairman, Institute of Scientific Approaches for Fire & DisasterAug. 2019

Secretary-General, National Association Chairpersons of Town andVillage Assemblies (present position)

Jun. 2020

Outside Director, KYOWA EXEO CORPORATION (present
position)

Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2021:
11/11 times (100%)Term served as Outside
Director of the Company:
1 year (at the conclusion ofthis Ordinary General
Meeting of Shareholders)(Important concurrent positions)
Secretary-General, National Association Chairpersons of Town and Village
Assemblies(Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Mr. Tatsushi Mochizuki has been involved in key positions such as central
government ministries and local governments for many years. Having insights
accumulated through his career, he has provided appropriate advice andNote: Mr. Tatsushi
suggestions in important management decisions of the Company, appropriately
Mochizuki was elected as fulfilling his role as Outside Director. The Company expects he will continue to
Director at the 66th Ordinary contribute to strengthening the auditing function of the Board of Directors andGeneral Meeting ofprovide advice from a broad managerial perspective and has nominated him as a
Shareholders held at June 24, candidate for reelection.
2020. As a result, his recordof attendance at Board of
Directors meetings included
only the meetings that were
held after June 24, 2020.

- 13 -

[Translation]

Keiji YoshidaNo. 11(Nov. 23, 1953)

Number of theCompany’s shares held:
0(Career summary, positions and areas of responsibility)

New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2021:-

Apr. 2013

Director and Senior Vice President, Urban Environment Division,
JFE Engineering Corporation

Apr. 2014

Representative Director and Senior Vice President, Urban
Environment Division, JFE Engineering Corporation

Apr. 2016

Representative Director and Executive Vice President, JFE
Engineering Corporation

May 2017

Chairman, Japan Water Steel Pipe Association

Apr. 2020

Advisor, JFE Engineering Corporation (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Outside Director and outline of expectedroles)
Mr. Keiji Yoshida has abundant experience and insight in corporate management
as an executive officer at JFE Engineering Corporation and other companies. The
Company expects he will contribute to strengthening the auditing function of theBoard of Directors and provide appropriate advice and suggestions in importantmanagement decisions of the Company and has nominated him as a candidate for
Outside Director.

Term served as Outside
Director of the Company:
Notes:

1.
2.

3.

4.

There are no conflicts of interest between any of the candidates and the Company.
Mr. Yasushi Kohara, Ms. Naoko Iwasaki, Mr. Tatsushi Mochizuki and Mr. Keiji Yoshida are candidates
for Outside Director positions, and are also candidates for Independent Officer positions, the latter ofwhich is an office provided for in the regulations of Tokyo Stock Exchange, Inc. and the Company’s
regulations.
In order for our Outside Directors to more effectively perform in their expected roles, Article 39 of thecurrent Articles of Incorporation of the Company provides that the Company may enter into agreementswith its Outside Directors limiting their liability for failure to properly perform their respective duties.
Candidates for Outside Director, Mr. Yasushi Kohara, Ms. Naoko Iwasaki and Mr. Tatsushi Mochizuki
have entered into an agreement with the Company that limits their liabilities for damages under Article
423, paragraph 1 of the Companies Act to the minimum amount prescribed by laws and regulations,and if their reelections are approved, the above liability limitation agreement will continue. If candidate
for Outside Director, Mr. Keiji Yoshida, is elected, he will enter into an agreement with the Company
that limits his liability for damages under Article 423, paragraph 1 of the Companies Act to theminimum amount prescribed by laws and regulations.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulate in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Director will
be included as an insured person under the said insurance contract.

- 14 -

[Translation]

Proposal 4:

Election of Two (2) Audit & Supervisory Board Members

Mr. Kazuo Sato will resign from the position of Audit & Supervisory Board Member at theconclusion of this Ordinary General Meeting of Shareholders. Therefore, along with the electionof one (1) Audit & Supervisory Board Member as his replacement, in order to enhance andstrengthen the audit system, the Company intends to increase the total number of Audit &Supervisory Board Members by one (1), and proposes the election of two (2) Audit & Supervisory
Board Members.
The Company proposes to elect the candidate for Audit & Supervisory Board Member, Mr.
Masato Suwabe, as a replacement for Audit & Supervisory Board Member, Mr. Kazuo Sato.
The Company has obtained the consent of the Audit & Supervisory Board to this proposal.
The candidates for these positions are as follows:
No.

Name

Positions

Term served
as Audit &Supervisory
Board
MemberBoard ofDirectors
meeting
attendance

Audit &
Supervisory
Board meeting
attendance

1

Masato Suwabe

New

–

–

–

–

2

Kimiko Takahashi

New

Outside–Independent

–

–

–

- 15 -

[Translation]

No. 1

Masato Suwabe(Dec. 16, 1957)

Number of theCompany’s shares held:
14,300(Career summary and positions)

New Candidate
Board of Directors meeting
attendance during the year
ended March 31, 2021:-

Apr. 1980

Joined KYOWA EXEO CORPORATION

Jun. 2015

Operating Officer, General Manager of Human Resources
Department, KYOWA EXEO CORPORATION

Jun. 2016

President and Representative Director, Denseisha Co., Ltd.

Jun. 2018

Operating Officer, General Manager of Procurement Division,
KYOWA EXEO CORPORATION

Jun. 2019

Managing Operating Officer, General Manager of Procurement
Division, KYOWA EXEO CORPORATION

Jun. 2020

President and Representative Director, KYOWA SECURITY
SYSTEM CORPORATION (present position)(Important concurrent positions)
N/A(Reasons for nomination as candidate for Audit & Supervisory Board Member)
Mr. Masato Suwabe has abundant experience and insight in the Group, having
been involved in a range of operational execution as an Operating Officer of the
Audit & Supervisory Board Company and as the president of the Group Companies, and the Company believes
meeting attendance during that he will appropriately perform his duties as Audit & Supervisory Board
the year ended March 31, Member. The Company has therefore nominated him as a candidate for Audit &2021:
Supervisory Board Member.
Term served as Audit&Supervisory Board
Member of the Company:-- 16 -

[Translation]

Kimiko Takahashi

No. 2(Jan. 5, 1963)

Number of theCompany’s shares held:
0(Career summary and positions)

New Candidate
Outside Officer
Independent Officer
Board of Directors meeting
attendance during the year
ended March 31, 2021:-

Oct. 1987

Registered as Certified Public Accountant

Apr. 1988

Joined KPMG Minato Audit Firm (currently KPMG AZSA LLC)

Oct. 2006

Registered as Attorney

Oct. 2006

Re-registered as Certified Public Accountant

Oct. 2006

Joined Mitsui Company

Aug. 2011

Head of Kimiko Takahashi Law Firm (present position)

Jul. 2015

Chair of Tax Committee No.2, The Japanese Institute of Certified
Accountants Tokyo Chapter(Important concurrent positions)
Head of Kimiko Takahashi Law Firm
(Reasons for nomination as candidate for Outside Audit & Supervisory Board
Member)As Certified Public Accountant and Attorney, Ms. Kimiko Takahashi has a wealthof experience and expertise in finance, accounting, and law. The Company
believes that she will appropriately perform her duties as Audit & Supervisory
Board Member. The Company has therefore nominated her as candidate for
Outside Audit & Supervisory Board Member.

Audit & Supervisory Board
meeting attendance during
the year ended March 31,
2021:
Term served as Outside
Audit & Supervisory Board
Member of the Company:
Notes:

1.
2.
3.
4.
5.

6.

There are no conflicts of interest between any of the candidates and the Company.
Ms. Kimiko Takahashi is a candidate for Outside Audit & Supervisory Board Member, and is also a
candidate for Independent Officer, the latter of which is an office provided for in the regulations ofTokyo Stock Exchange, Inc. and the Company’s regulations.
Mr. Masato Suwabe is scheduled to assume office as Audit & Supervisory Board Member of EXEOTECH CORPORATION on June 11, 2021 and Audit & Supervisory Board Member of Daiwa Densetsu
Corporation on June 16, 2021.
Mr. Masato Suwabe is scheduled to retire from his position as Director of KYOWA SECURITY
SYSTEM CORPORATION on June 23, 2021.
In order for our Audit & Statutory Board Members to more effectively perform in their expected roles,
Article 39 of the current Articles of Incorporation of the Company provides that the Company may
enter into agreement with its Audit & Supervisory Board Members limiting their liability for failure toproperly perform their respective duties. If the candidates for Audit & Supervisory Board Members,
Mr. Masato Suwabe and Ms. Kimiko Takahashi, are elected, they will enter into an agreement with theCompany that limits their liabilities for damages under Article 423, paragraph 1 of the Companies Act
to the minimum amount prescribed by laws and regulations.
The Company has entered into directors and officers liability insurance contract with an insurancecompany as stipulated in Article 430-3, paragraph 1 of the Companies Act, and in the event of a claim
for damages arising from the execution of duties by the insured directors and officers, the said
insurance contract shall cover the damages and legal expenses. Each candidate elected as Audit &Supervisory Board Member will be included as an insured person under the said insurance contract.

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[Translation]

Proposal 5:

Election of Accounting Auditor

The Company’s Accounting Auditor, Seiyo Audit Corporation, will retire from the position of
Accounting Auditor due to expiry of the term of office at the conclusion of this Ordinary General
Meeting of Shareholders. Therefore, pursuant to the decision by the Audit & Supervisory Board,
the Company proposes to newly elect an Accounting Auditor.
The Audit & Supervisory Board has been conducting the evaluation and selection of candidates
for a new Accounting Auditor from among multiple audit corporations, in order to enhance theefficiency and uniform the quality of audits by integrating the Accounting Auditors of the Group
Companies in Japan and establishing a nationwide system for auditing activities.
As a result, on the premise of having a high level of independence, a high degree of expertise andan appropriate quality control system, by comprehensively taking into account matters such as agroup audit system ensured based on having insight regarding the business fields in which theCompany operates, the level of audit fees deemed appropriate, and moreover a global audit systembeing established, the Audit & Supervisory Board determined that Grant Thornton Taiyo LLC isappropriate as the Company’s Accounting Auditor.
The candidate for this position is as follows:(as of Mar. 31, 2021)
Company Name Grant Thornton Taiyo LLC
OfficeHistory

Main office

Akasaka K-tower, 1-2-7 Motoakasaka, Minato-ku, Tokyo

Other offices

Osaka, Nagoya, Kyushu, Tohoku and 4 other offices

Sep. 1971

Established Taiyo Audit Corporation

Oct. 1994

Joined Grant Thornton International Ltd

Jan. 2006

Taiyo Audit Corporation and ASG Audit Corporation merged toform Grant Thornton Taiyo ASG Audit Corporation

Jul. 2008

Shifted to a limited-liability corporation structure and became
Grant Thornton Taiyo ASG LLC

Jul. 2012

Merged with Eisho Audit Corporation

Oct. 2013

Merged with Kasumigaseki Audit Corporation

Oct. 2014

Changed name to Grant Thornton Taiyo LLC

Jul. 2018

Merged with YUSEI Audit & Co.

Share capital
Personnel
organization
Outline¥508 million
Partners/Specified partners

88

Certified Public Accountants

308

Passers of Certified Public
Accountant examination, etc.
Other specialists

227

Administrative staff

288

Total

1,110

Audit client companies

199

984

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