[Translation for reference only]
ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is an English translation of the original Japanese-language document and is provided for convenience only. In allcases, the Japanese-language original shall prevail.

Securities Code: 3289
June 9, 2022
Dear Shareholders:

Hironori Nishikawa

President and Representative Director

Tokyu Fudosan Holdings Corporation
Dogenzaka 1-21-1, Shibuya-ku, Tokyo, Japan

Notice of Convocationof the 9th Ordinary General Meeting of Shareholders
This is to notify you of the 9th Ordinary General Meeting of Shareholders of Tokyu Fudosan Holdings
Corporation (the “Company”), which will be held as described below.
To prevent the spread of COVID-19, shareholders are kindly requested to refrain from attending themeeting in person. Please review the Reference Documents for the General Meeting of Shareholders
attached hereto, and exercise your voting rights via the Internet or in writing by 6:00 p.m., Japan Standard
Time, on Monday, June 27, 2022.
1. Date and Time: Tuesday, June 28, 2022, at 10:00 a.m.
(The reception desk will open at 9:30 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan
Note: The Ordinary General Meeting of Shareholders will be live-streamed on theInternet. Please refrain from attending the meeting in person on the day andview the meeting via the Internet.

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 9th fiscal
year (from April 1, 2021 to March 31, 2022)
2. Non-consolidated Financial Statements for the 9th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Partial amendments to the Articles of Incorporation
Proposal No. 3: Election of thirteen (13) Directors
Proposal No. 4: Election of one (1) substitute Audit & Supervisory Board Member- 1 -(Request to Shareholders)
The aforementioned guidance may be updated depending on the status of infection spread, requests by thegovernment and other factors up to the day of the meeting. Please check the Company’s website(https://www.tokyu-fudosan-hd.co.jp/) on the Internet in advance for the latest information.
Please note that the meeting will be conducted in Japanese only without an interpreter.

- 2 -Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies.
Under the long-term vision “GROUP VISION 2030,” it sets out “dividend payout ratio of 30% or more”
and “continuing and maintaining stable dividend payment” as our immediate policy, and works to return
profits, comprehensively taking into consideration our business results and the future businessenvironment as well as the capital requirements for medium- and long-term business development, etc.
Under this policy, the Company proposes the year-end dividend of 9 yen per share, with an increase of 1
yen from the previous fiscal year as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
9 yen per common share of the Company
Total amount of dividends:

6,478,241,715 yen* Since the Company has already paid the interim dividend of 8 yen per share, the annual dividend will amount to 17
yen per share.

(3) Effective date of dividends from surplus
June 29, 2022

- 3 -

Proposal No. 2: Partial amendments to the Articles of Incorporation
1. Reason for proposal(1) The amended provisions stipulated in the proviso to 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. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation shall be amended asfollows:
1) The proposed Article 16, Paragraph 1 provides that information contained in the reference
documents for the General Meeting of Shareholders, etc. shall be provided electronically.
2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested its
delivery.
3) The provisions related to the Internet disclosure and deemed provision of the reference
documents for the General Meeting of Shareholders, etc. in Article 16 of the current Articles ofIncorporation will become unnecessary and will therefore be deleted.
4) As a consequence of the additions and deletion stated above, supplementary provisions related tothe effective date and the like will be established.
(2) The number of Directors stipulated in Article 19 of the Articles of Incorporation shall be reduced
from “not exceed twenty (20)” to “not exceed fifteen (15)” for the purpose of maintaining the overall
number of directors at an appropriate size in order to expedite decision-making in response tochanges in the business environment.
2. Details of amendments
Current Articles of Incorporation
Article 1 through 15 (Omitted)(Underlined portions are proposed to be amended.)
Proposed amendments
Article 1 through 15 (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders)
Article 16 In convening a General Meeting of
Shareholders, the Company may disclose
information that is stated or indicated in reference
documents for the General Meeting of
Shareholders, business reports, financial
statements, and consolidated financial statements
through use of the Internet as specified by an
ordinance of the Ministry of Justice, and thisshall be deemed as provision to shareholders.
Newly established

Deleted(Measures for Electronic Provision, Etc.)
Article 16 In convening a General Meeting of
Shareholders, the Company shall provide
information contained in the reference
documents for the General Meeting of
Shareholders, etc. electronically.

- 4 -Current Articles of Incorporation

Article 17 through 18 (Omitted)

Proposed amendments
2. Among the matters to be provided
electronically, the Company may elect not toinclude all or part of the matters stipulated in
the ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested its delivery by the record date forvoting rights.
Article 17 through 18 (Unchanged)(Number of Directors)
Article 19 The number of Directors of theCompany shall not exceed twenty (20).

(Number of Directors)
Article 19 The number of Directors of theCompany shall not exceed fifteen (15).

Article 20 through 43 (Omitted)

Article 20 through 43 (Unchanged)

Newly establishedSupplementary Provisions
1. Amendments to Article 16 of the Articles ofIncorporation shall come into effect on
September 1, 2022, the date of enforcement of
the amended provisions stipulated in theproviso to Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16 of the Articles
of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents for
the General Meeting of Shareholders) shallremain in force with respect to a General
Meeting of Shareholders to be held on a datewithin six (6) months from the Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six (6) months fromthe Effective Date or the lapse of three (3)months from the date of the General Meeting of
Shareholders set forth in the preceding
paragraph, whichever is later.

3. Scheduled date of amendment

June 28, 2022

(Reference) [Supplementary Explanation regarding the “Partial amendments to the Articles ofIncorporation”]
Rollout of the system for electronic provision of materials for general meeting of shareholders
Electronic provision system is a system to provide materials for general meeting of shareholders for its
shareholders by posting them on its website, etc. and by sending a written notification of its website
address, etc. to the shareholders. In accordance with the amended Companies Act (effective as of
September 1, 2022), listed companies are forced to adopt the system for electronic provision from thegeneral meetings of shareholders to be held in March 2023 onward. The Company will send a simplified
notice of convocation that corresponds with the system for electronic provision for the General Meetingof Shareholders to be held next year.
* Please note that, on and after the effective date of the amended Companies Act, shareholders with difficulty in using theInternet can request for delivery of materials in paper form. For details, please contact Sumitomo Mitsui Trust Bank,
Limited, the administrator of the Shareholder Register of the Company, or securities companies you have business with.

- 5 -Proposal No. 3:

Election of thirteen (13) Directors

Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all fifteen(15) Directors will expire.
Accordingly, the Company proposes that the number of Directors be decreased by two in order to speed
up decision-making in line with changes in the business environment and that thirteen (13) Directors beelected. If this Proposal is approved as proposed, Independent Outside Directors who meet the
Independence Standards stipulated by the Tokyo Stock Exchange and the Company will account for
more than one-third (38%) of the Directors of the Company.
The candidates for Directors are as follows:

- 6 -

No.

Name

Age

1

Reappointment

Kiyoshi Kanazashi

76

2

Reappointment

Hironori Nishikawa

63

Current positions
and responsibilities
at the Company
ChairmanPresident & CEO
Representative
Director &Executive Vice
President

Attendance at theBoard ofDirectors
meetings(Attendance rate)
12 out of 12
meetings(100%)
12 out of 12
meetings(100%)
12 out of 12
meetings(100%)

3

Reappointment

Hitoshi Uemura

62

4Reappointment

Masashi Okada

63

Director &Operating Officer

12 out of 12
meetings(100%)

5

Reappointment

Shohei Kimura

61

Director &Operating Officer

12 out of 12
meetings(100%)

6

Reappointment

Yoichi Ota

61

Director &Operating Officer

12 out of 12
meetings(100%)

7

New candidate

Hiroaki Hoshino

56

Operating Officer

8

Reappointment

Hirofumi Nomoto74

Director

12 out of 12
meetings(100%)

9

Reappointment
OutsideIndependent

Makoto Kaiami

70

Director

12 out of 12
meetings(100%)

10

Reappointment
OutsideIndependent

Saeko Arai

58

Director

12 out of 12
meetings(100%)

11

Reappointment
OutsideIndependent

Satoshi Miura

78

Director

9 out of 10
meetings(90%)

12Reappointment
OutsideIndependent

Tsuguhiko Hoshino

62

Director

10 out of 10
meetings(100%)

13

Reappointment
OutsideIndependent

Yumiko Jozuka

60

Director

10 out of 10
meetings(100%)- 7 -Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Jun.
Jun.
Apr.
Apr.
Oct.
Apr.

1968
1998
2000
2002
2008
2013
2014

Apr. 2014
Kiyoshi Kanazashi(August 2, 1945; 76
years old)1

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 8 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2015
Jun. 2015
Apr. 2020

Attendance to themeetings of theBoard of Directors
12/12 (100%)

110,446(Reasons for nomination)
Joined Tokyu Land Corporation in 1968, and has been involved in housingbusiness and so forth since then. Involved with corporate management as
President and Director of the Company from 2013 to 2015 and Chairman of
the Company since 2015. Has extensive operational experience with theGroup and insight relating to corporate management in general. Has insight
relating to environment and sustainability gained through efforts to support
an external organization that aims to realize a sustainable and lifelong
healthy society.
1982
2013
2014
2015
2016
2016

Apr. 2017
Hironori Nishikawa Apr. 2017
(November 12, 1958; Apr. 2020
63 years old)
Apr. 2021
Reappointment

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
President and Representative Director, the Company
President and Representative Director, and Executive Officer,
the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany
Chairman, Tokyu Land Corporation
Chairman, the Company (current)(Significant concurrent positions outside the Company)
Director, Tokyu Corporation
Representative Director (Chairman), The Tokyu Foundation
Director, TOKYU RECREATION CO., LTD.
Representative Director (Chairman), Lifelong Health and Wellness
Association

Apr.
Oct.
Apr.
Apr.
Apr.
Jun.

2

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation
Managing Officer, the Company
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director and Managing Officer, the Company
Representative Director, Tokyu Land Corporation
President & CEO, the Company (current)
Chairman, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
Chairman, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in resort
business, the human resources division, the general administration divisionand so forth since then. Involved with corporate management as a Director
Number of yearsof the Company since 2016 and the President & CEO of the Company
in office: 6 years
since 2020, and focused on promoting environmental management and(at the conclusion of digital transformation. Has extensive operational experience with thethis General Meeting Group and insight relating to corporate management in general,of Shareholders)environment and sustainability.

- 8 -50,675

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1982
Jun. 2011
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2015
May 2015
Jun. 2015
Hitoshi Uemura
Apr. 2017(November 10, 1959; Apr. 201762 years old)
Apr. 2021
3

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Representative Director, Tokyu Land Corporation
Managing Officer, the Company
President & CEO, Tokyu Land Corporation
Executive Vice President, the Company
Director and Executive Vice President, the Company
Director and Managing Officer, the Company
Vice Chairman, Tokyu Land Corporation
Representative Director and Executive Vice President(current)

Number of theCompany’s
shares owned

49,775(Significant concurrent positions outside the Company)-(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations, overseas business and so forth since then.
Number of years
Involved with corporate management as a Director of the Company sincein office: 7 years
2013. Has extensive operational experience with the Group and insight(at the conclusion of relating to corporate management in general, environment andthis General Meeting sustainability.
of Shareholders)
Apr.
Apr.
Jun.
Jun.
Apr.

Masashi Okada(August 6, 1958; 63
years old)
4

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

1982
2014
2015
2018
2020

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Officer, the Company
Director and Managing Officer, the Company (current)
President & CEO, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in theoffice and commercial facility business, renewable energy business and soforth since then. Involved with corporate management as a Director of theCompany since 2018. Has extensive operational experience with theGroup and insight relating to corporate management in general,
environment and sustainability.

Number of years
in office: 4 years(at the conclusion ofthis General Meetingof Shareholders)- 9 -49,000Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr.
Oct.
Apr.
Jun.
Apr.

Shohei Kimura(June 5, 1961; 61
years old)
5

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)

1984
2013
2014
2019
2022

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation
Director and Managing Officer, the Company (current)
President & CEO, Tokyu Community Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1984, and has been involved in theoverseas business, senior related business, finance divisions and so forthsince then. Involved with corporate management as a Director of theCompany since 2019. Has extensive operational experience with theGroup and insight relating to corporate management in general,
environment, sustainability and digital transformation.

30,000

Number of years
in office: 3 years(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Apr.
Apr.
Jun.

1983
2014
2018
2019
2020

Joined Tokyu Land Corporation
Director, Tokyu Livable, Inc.
Managing Officer, the Company
President & CEO, Tokyu Livable, Inc. (current)
Director and Operating Officer, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.

6

Yoichi Ota(September 9, 1960; (Reasons for nomination)
61 years old)
Joined Tokyu Land Corporation in 1983, and has been involved in realestate brokerage business, the human resources division and so forth since
Reappointment
then. Involved with corporate management as a Director of the Company
since 2020. Has extensive operational experience with the Group andAttendance to the insight relating to corporate management in general.
meetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)- 10 -

31,115

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1989 Joined Tokyu Land Corporation
Apr. 2018 Operating Officer, the Company (current)
Apr. 2020 Director, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
7

8(Reasons for nomination)
Joined Tokyu Land Corporation in 1989, and has been involved in theoffice and commercial facility business and so forth since then. Has been
Hiroaki Hoshinoin charge of general administrative division, including the corporate(September 28, 1965; planning division, as an Operating Officer of the Company since 2018.
56 years old)
Has extensive operational experience with the Group and insight relating
to corporate management in general, environment, sustainability andNew candidate
digital transformation.
Apr.
Jun.
Jan.
Jun.
Jun.

1971
2007
2008
2008
2010

Apr.
Jun.
Hirofumi Nomoto Oct.
(September 27, 1947; Apr.
74 years old)
Sep.

2011
2011
2013
2018

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 8 years and9 months(at the conclusion ofthis General Meetingof Shareholders)2019

11,800Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
President and Representative Director, Tokyu Corporation
Director, Tokyu Land Corporation
Director, the Company (current)
Chairman of the Board and Representative Director, Tokyu
Corporation
Chairman of the Board and Representative Director, Tokyu
Corporation (current)(Significant concurrent positions outside the Company)
Chairman of the Board and Representative Director, Tokyu Corporation
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Outside Director, Mitsubishi UFJ Financial Group, Inc.
(Reasons for nomination)
Chairman of the Board and Representative Director of the Company’s
major shareholder, Tokyu Corporation. Has extensive experience andbroad discernment of corporate management in general.

- 11 -

36,724

Candidate
No.

9

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Apr. 1978 Appointed as a judge
Apr. 2000 Division-head Judge, Tokyo District Court
Jul. 2007 Associate Vice-Minister of Justice in charge of Litigation
Affairs, Minister’s Secretariat, the Ministry of JusticeNov. 2012 Division-head Judge, Tokyo High Court
Jul. 2014 Chief Judge, the Tokyo Family Court
Jun. 2015 Chief Judge, Tokyo District Court
Feb. 2017 Registered as attorney at law
Jun. 2017 Outside Director, FUJIFILM Holdings Corporation
Jun. 2018 Outside Audit & Supervisory Board Member, SEIREN CO.,LTD. (current)
Jun. 2018 Director, the Company (current)
Sep. 2018 Member of Otemachi Law Office (current)
Jun. 2020 Outside Director, JAPAN POST HOLDINGS Co., Ltd.
Makoto Kaiami(current)(October 5, 1951; 70
years old)
(Significant concurrent positions outside the Company)
Outside Audit & Supervisory Board Member, SEIREN CO., LTD.
Reappointment
Outside Director, JAPAN POST HOLDINGS Co., Ltd.
Outside Director
Independent Officer(Reasons for nomination)
Attendance to the The Company proposes Mr. Makoto Kaiami be elected as an Outside
Director in the hope that he will supervise the management of themeetings of theBoard of Directors Company utilizing his knowledge in corporate legal affairs, complianceand risk management gained as a judge and attorney at law and offer
12/12 (100%)
advice on the execution of duties based on his insight and opinions from aviewpoint of stakeholders. There is no legal advisory contract between the
Number of years
Company and him.
in office: 4 years(at the conclusion of As mentioned above, he possesses expert insight and many years of
this General Meeting experience as a lawyer. Thus the Company judges that he is able toappropriately perform duties as an Outside Director of the Company.
of Shareholders)- 12 -

Number of theCompany’s
shares owned

3,200

Candidate
No.

10

Name
(Date of birth)

Oct. 1987 Joined Eiwa Audit Corporation (currently KPMG AZSA
LLC)
Oct. 1993 Joined Sasaki Certified Public Accountants Office
Apr. 1997 Joined Internet Research Institute, Inc.
Sep. 1998 Director, Managing Director & CFO, Internet ResearchInstitute, Inc.
Nov. 2002 Established Gratia, Inc. (currently Acuray, Inc.), assumed
position as Representative (current)
Apr. 2016 Specially-Appointed Professor, Hakuoh University
Jun. 2017 Outside Audit & Supervisory Board Member, AEON
CREDIT SERVICE CO., LTD. (current)
Apr. 2018 Professor, Showa Women’s University
Jun. 2018 Outside Member, Board of Directors, Sumitomo Dainippon
Pharma Co., Ltd. (currently Sumitomo Pharma Co., Ltd.)
Saeko Arai(current)(February 6, 1964, 58
Jun. 2018 Director, the Company (current)
years old)
Apr. 2019 Specially-Appointed Professor, Hakuoh University (current)
Reappointment(Significant concurrent positions outside the Company)
Outside Director
Independent Officer Representative, Acuray, Inc.
Outside Member, Board of Directors, Sumitomo Pharma Co., Ltd.
Attendance to the(Reasons for nomination)
meetings of theBoard of Directors Ms. Saeko Arai has experience in corporate management as a CFO of acompany and a representative of its overseas subsidiary, in addition to
12/12 (100%)
broad knowledge in accounting and finance as a certified public
accountant. The Company proposes that Ms. Saeko Arai be elected as an
Number of years
Outside Director in the hope that she will supervise the management of thein office: 4 years(at the conclusion of Company utilizing those experience and knowledge, and offer advice on
this General Meeting the execution of duties based on her insight and opinions from a viewpointof stakeholders.
of Shareholders)Satoshi Miura(April 3, 1944; 78
years old)

11

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

900

Apr. 1967 Joined Nippon Telegraph and Telephone Public Corporation
Jun. 2002 President, NIPPON TELEGRAPH AND TELEPHONE
EAST CORPORATION
Jun. 2007 President, NIPPON TELEGRAPH AND TELEPHONECORPORATION
Jun. 2012 Chairman of the Board, NIPPON TELEGRAPH AND
TELEPHONE CORPORATION
Jun. 2016 Outside Director, The Hiroshima Bank, Ltd.
Jul. 2017 Outside Director, Nippon Life Insurance Company (current)
Oct. 2020 Outside Director (Audit & Supervisory Board member),
Hirogin Holdings, Inc. (current)
Jun. 2021 Director, the Company (current)(Significant concurrent positions outside the Company)
Reappointment
Outside Director, Nippon Life Insurance Company
Outside Director
Outside Director (Audit & Supervisory Board member), Hirogin Holdings,
Independent Officer
Inc.
Attendance to themeetings of theBoard of Directors
9/10 (90%)(Reasons for nomination)
Mr. Satoshi Miura has assumed key positions at NTT group, atelecommunications operator that serves public interest, and possesses
extensive experience and broad insight in management of holding
companies from a long-term and sustainable perspective, overseas
Number of years
businesses, human resources development, labor affairs and digital
in office: 1 year
(at the conclusion of transformation.
this General Meeting The Company expects that Mr. Satoshi Miura will supervise themanagement of the Company utilizing his knowledge and offer advice onof Shareholders)the execution of duties based on his insight and opinions from a viewpointof stakeholders. Thus the Company proposes that Mr. Satoshi Miura beelected as an Outside Director.

- 13 -

1,800

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company

Number of theCompany’s
shares owned

Apr. 1983 Joined the Ministry of FinanceJun. 2000 Councillor, Embassy of Japan in the UK, Ministry of Foreign
Affairs of Japan
Jul. 2011 Deputy Director General of the Minister’s Secretariat,
Ministry of FinanceJul. 2015 First Deputy Commissioner, National Tax Agency
Jun. 2016 Director General of the Tax Bureau, Ministry of FinanceJul. 2019 Commissioner, National Tax Agency
Dec. 2020 Adviser, TMI Associates (current)Jun.
2021 Director, the Company (current)
Tsuguhiko HoshinoJun. 2021 Vice Chairman, The General Insurance Association of Japan(November 6, 1959;(current)
62 years old)

12

(Significant concurrent positions outside the Company)
Reappointment
Vice Chairman, The General Insurance Association of Japan
Outside Director
Independent Officer(Reasons for nomination)
Attendance to the The Company expects that Mr. Tsuguhiko Hoshino will supervise themanagement of the Company utilizing his knowledge in accounting,meetings of theBoard of Directors finance, legal affairs, compliance and risk management as well as global
perspectives gained in the course of his duties at the Ministry of Finance
10/10 (100%)and National Tax Agency as well as through establishment of the Financial
Services Agency and so forth that he addressed while in office, in addition
Number of years
to offering advice on the execution of duties based on his insight andin office: 1 year
(at the conclusion of opinions from a viewpoint of stakeholders. Thus the Company proposes
this General Meeting that Mr. Tsuguhiko Hoshino be elected as an Outside Director.
As mentioned above, he possesses expert insight and many years ofof Shareholders)experience as an administrative official. Thus the Company judges that heis able to appropriately perform duties as an Outside Director of theCompany.

400

Apr. 1984 Joined the Ministry of Labour (currently the Ministry of
Health, Labour and Welfare)May 2014 Councillor, Cabinet Bureau of Personnel Affairs, Cabinet
Secretariat
Jun. 2016 Director General, Social Welfare and War Victims' Relief
Bureau, the Ministry of Health, Labour and Welfare
Jul. 2018 Director General, the Ministry of Health, Labour and Welfare
Jul. 2019 Director General for Human Resource Development, theMinistry of Health, Labour and Welfare
Jun. 2021 Director, the Company (current)
Jun. 2021 Outside Director, SHIMIZU CORPORATION (current)

Yumiko Jozuka(March 19, 1962, 60(Significant concurrent positions outside the Company)
years old)
Outside Director, SHIMIZU CORPORATION
13

Reappointment(Reasons for nomination)
Outside Director
Independent Officer The Company expects that Ms. Yumiko Jozuka will supervise themanagement of the Company utilizing her knowledge in legal affairs,
compliance, risk management, human resources development, legal affairs,
Attendance to theenvironment and sustainability gained in the course of her duties at themeetings of theBoard of Directors Health, Labour and Welfare Ministry as well as through her efforts topromote the work style reform and women’s participation and10/10 (100%)
advancement in the workplace that she addressed while in office, in
addition to offering advice on the execution of duties based on her insight
Number of years
and opinions from a viewpoint of stakeholders. Thus the Company
in office: 1 year
(at the conclusion of proposes that Ms. Yumiko Jozuka be elected as an Outside Director.
As mentioned above, she possesses expert insight and many years of
this General Meeting
experience as an administrative official. Thus the Company judges that sheof Shareholders)is able to appropriately perform duties as an Outside Director of theCompany.

- 14 -

0Notes:1. Of the candidates for Directors, the positions and responsibilities of the incumbent Directors of the Company as
operating officers are as described on page 40.
2. No special interests exist between the Company and the candidates for Directors.
3. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If election of the candidates for Directors is approved, they will be the insured
under the insurance contract and continue to be the insured at the next renewal.
4. In accordance with Article 427, Paragraph 1 of the Companies Act, the Company has entered into an agreementwith Mr. Hirofumi Nomoto, Mr. Makoto Kaiami, Ms. Saeko Arai, Mr. Satoshi Miura, Mr. Tsuguhiko Hoshino
and Ms. Yumiko Jozuka to the effect that the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in Article 425, Paragraph 1 of theCompanies Act. If their reappointment is approved, the Company plans to continue the aforementioned
agreement to limit liability with them.

(Reference) Independence Standards for Independent Outside Directors
The Company deems Outside Directors to be independent when, in addition to meeting the independence standards forindependent officers stipulated by the Tokyo Stock Exchange, none of the following have applied for any of the previous
three fiscal years.
1)
2)
3)
4)
5)
6)

An executive of a business partner to which the Company’s net sales account for 2% or more of the Company’s
consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of the business partner’s
net sales
An executive of a lender from which the Company borrows funds that account for 2% or more of the Company’s
consolidated total assets
An executive of a major shareholder or investor of the Company with an investment ratio of 10% or more
A consultant, accounting professional, or legal professional who receives remuneration of more than 10 million yen a
year from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or a consolidated subsidiary- 15 -

(Reference) List of Skills of Candidates for Directors

Under its long-term management policy and Medium-Term Management Plan, the Company aims to realize its ideal vision of“Create value for the future,” and build a solid and distinctive business portfolio. The Company is working on generating
unique values, with “Environmental management” and “Digital transformation” as its company-wide policies.
The Company has adopted a system of a company with Audit & Supervisory Board, and the Board of Directors of theCompany is required of the effectiveness as a supervisory body, as well as playing a role of a decision-making body
regarding important execution of duties. The Company, therefore, believes that the Board of Directors should be comprisedof members with skills needed to promote its long-term management policy and Medium-Term Management Plan, while
paying attentions to diversity. The Company lists the following specific seven items as favorable skills to be possessed in the
Board of Directors as a whole: “Corporate management,” “Environment/sustainability,” “Accounting/finance,” “Legalaffairs/compliance/risk management,” “Global”, “Personnel/labor,” and “digital transformation (DX).” Those skills are taken
into account in the course of the candidate selection by the Company.
If the Proposal No. 3 is approved as proposed, the skills of candidates that fall under the relevant items are as presented in thetable below.
Expertise and experience
Name

Inside/OutsideSex

Corporate
management

Environment/sustainability

KiyoshiKanazashi

InsideMale●●

Hironori
Nishikawa

InsideMale●●

Hitoshi Uemura

InsideMale●●

Masashi Okada

InsideMale●●

Shohei Kimura

InsideMale●●

Yoichi Ota

InsideMale●

Hiroaki
HoshinoInsideMale●

Hirofumi
NomotoInsideMale●

Makoto Kaiami

Outside(Independent)

Male

Saeko Arai

Outside(Independent)

Female●Satoshi Miura

Outside(Independent)

Male

●

Tsuguhiko
HoshinoOutside(Independent)

Male

Yumiko Jozuka

Outside(Independent)

FemaleAccounting/finance

Legal affairs/
compliance/riskmanagement

Global●Personnel/labor

DX

●

●

●

●

●

●
●

●

●

●

●
●

●
●

●

●

●
●

●

●
●

●

●

●
●

(Reference) Policies and procedures for nominating candidates for Directors
In nominating candidates for Directors, the Company nominates personnel on the premise that they have the appropriate
character and knowledge, as well as no health issues that would impede them from executing their duties.
The nomination of candidates also takes into consideration an overall balance to ensure that the Board of Directors reflects
diversity.
Candidates nominated for Directors from within the Company are also deemed to have insight and judgment capabilities witha view to achieving the management indicators and other objectives set out in the medium- and long-term management plan,etc.
In nominating candidates for Outside Directors, the Company nominates personnel who have extensive experience in theirprofessional fields, including management, legal affairs, finance, and accounting, and who are able to raise issues and engage
in discussions over growth strategies and the enhancement of corporate governance from an independent perspective, while
maintaining a sensible and objective viewpoint.
Furthermore, in selecting management team members and nominating candidates for Directors, decisions are made by the
Board of Directors after deliberation by the Nomination and Compensation Committee, which is a voluntary advisory bodywhose chairperson every year is an Independent Outside Director.

- 16 -

Proposal No. 4:

Election of one (1) substitute Audit & Supervisory Board Member

To provide for a case in which the number of Audit & Supervisory Board Members falls short of thenumber stipulated by laws and regulations, the Company proposes to elect one (1) substitute Outside
Audit & Supervisory Board Member.
The Company has obtained the consent of the Audit & Supervisory Board with respect to the submissionof this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, position at the Company, and significant concurrent
positions outside the Company

Number of theCompany’s
shares owned

Dec. 1986 Registered as attorney at law
Dec. 1986 Joined Naritomi & Partners
Jul. 2004 Established Marunouchi Minami Law Office, assumed
position as Partner (current)
Apr. 2005 Vice-president, Dai-Ichi Tokyo Bar Association
Apr. 2011 Auditor, Japan Federation of Bar Associations
Apr. 2012 Auditor, Japan Intellectual Property Arbitration Center
Jun. 2018 Substitute Audit & Supervisory Board Member, the Company(current)
Apr. 2020 Managing Director, Japan Federation of Bar Associations(Significant concurrent positions outside the Company)-

Ryo Nagao(May 4, 1957; 65 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

Notes:(Reasons for nomination)
The Company proposes Mr. Ryo Nagao as a candidate for substituteOutside Audit & Supervisory Board Member so that his expert insight andhis extensive experience in laws and ordinances, such as company law, andthe legislative system as a whole, may be reflected in the surveillancesystem of the Company. There is no legal advisory contract between the
Company and him.
As mentioned above, he has assumed key positions in associations such as
the Japan Federation of Bar Associations. Thus the Company judges that
he is able to appropriately perform duties as an Outside Audit &Supervisory Board Member of the Company.

01. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, the Company intends toregister Mr. Ryo Nagao as Independent Director with Tokyo Stock Exchange.
3. The Company has entered into a Directors and Officers (D&O) Liability Insurance contract provided for in
Article 430-3, Paragraph 1 of the Companies Act with an insurance company. The insurance policy covers
damages and litigation expenses to be incurred by the insured in the event of a claim for damages arising fromacts in the course of their duties. If Mr. Ryo Nagao assumes the office of Outside Audit and Supervisory Board
Member, he will be the insured under the insurance contract. At the next renewal, he will continue to be theinsured under the insurance contract if he assumes the office of Outside Audit and Supervisory Board Member.
4. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, in accordance with
Article 427, Paragraph 1 of the Companies Act, the Company intends to enter into an agreement with him to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of the Companies Act shall be limited
to the minimum amount stipulated in Article 425, Paragraph 1 of the Companies Act.

- 17 -