This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damage
arising from the translation.

Securities code: 5142
June 7, 2024
(Commencement date of measures for electronic provision: June 4, 2024)
To Shareholders with Voting Rights:
Ichiro Hikage
Representative Director andPresident
ACHILLES CORPORATION
2-21-1, Kita-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 104TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 104th Annual General Meeting of Shareholders of ACHILLESCORPORATION (the “Company”). The meeting will be held for the purposes described below.
The Company has, for convening this General Meeting of Shareholders, provided information
contained in the Reference Documents for the General Meeting of Shareholders, etc. electronically(Electronic Provision Measures Matters). The information has been posted on the Company’s website as“Notice of Convocation” and “Electronic Provision Measures Matters for the 104th Annual General
Meeting of Shareholders, etc. (matters not to be included in the documents to deliver to shareholders).”
Please access the following website to check it.
The Company’s website: https://www.achilles.jp/english/ir/library/annual/In addition to the above website, the Electronic Provision Measures Matters are posted on the website
of Tokyo Stock Exchange (TSE). Please access the TSE website (Listed Company Search) shown below,
enter “Achilles” in Issue name (company name) or “5142” in Code to search, and click on “Basic
information” and then “Documents for public inspection/PR information” to review the matters.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theinternet. Please review the Reference Documents for the General Meeting of Shareholders includedin the Electronic Provision Measures Matters, and, in accordance with the Guide to Exercising
Voting Rights (pages 3 to 4 of the Japanese original), exercise your voting rights by 5:20 p.m. on
Wednesday, June 26, 2024.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

Head Office of the Company
Shinjuku Front Tower 22nd floor
2-21-1, Kita-Shinjuku, Shinjuku-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report and Consolidated Financial Statements for theCompany’s 104th Fiscal Year (April 1, 2023 - March 31, 2024) andresults of audits by the Accounting Auditor and the Audit & Supervisory
Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 104th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Ten (10) Directors (Excluding Directors Who Are Audit &Proposal 2:
Supervisory Committee Members)
Election of Five (5) Directors Who Are Audit & Supervisory Committee
Proposal 3:
Members
Election of One (1) Substitute Director Who Is an Audit & Supervisory
Proposal 4:
Committee Member◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
◎ If the Electronic Provision Measures Matters are revised, the revised version will be posted on each of
the relevant websites.
◎ The paper copy including the Electronic Provision Measures Matters will be sent to shareholders who
made a request for delivery of such paper copy. However, in accordance with laws and regulations,and Article 15 of the Articles of Incorporation, said paper copy does not include the following matters:i) “Establishment of Systems to Ensure Appropriateness of Business Activities and Status of
Implementation of the Systems” and “Basic Policy for Control of the Company” in the Business
Report;ii) “Notes to Consolidated Financial Statements” in Consolidated Financial Statements; andiii) “Notes to Non-consolidated Financial Statements” in Non-consolidated Financial Statements.
Accordingly, the Business Report, the Consolidated Financial Statements, and the Non-consolidated
Financial Statements included in the paper copy are part of the documents audited by the Accounting
Auditor and the Audit & Supervisory Committee in preparing respectively the Accounting Audit
Report and the Audit Report.
◎ For shareholders who are unable to attend the meeting, the General Meeting of Shareholders will berecorded and the recording will be uploaded on the Company’s website on a later date.
◎ The above policy may be updated in accordance with future change in the circumstances. Should amajor change be made to how the meeting is run, the Company will notify the change on its website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company makes it a basic policy to maintain stable shareholder returns, on the premise of a strong
management base built on stable management and profitability improvement. For the 104th fiscal year,
the Company proposes the following appropriation of surplus and year-end dividend.
1. Matters regarding appropriation of surplus
For the 104th fiscal year, the Company has recorded a net loss for the said fiscal year and the retained
earnings brought forward has become negative. Therefore, this proposal seeks approval of reversal of thegeneral reserve in order to compensate for the loss and provide the dividend to shareholders.
(i) Item of surplus to be decreased and its amount
General reserve: ¥10,200,000,000(ii) Item of surplus to be increased and its amount
Retained earnings brought forward: ¥10,200,000,000
2. Matters regarding year-end dividend
For the 104th fiscal year, the Company proposes to pay the following year-end dividend, taking into
consideration the business performance in the said fiscal year and various other circumstances.
(i) Type of dividend property
Cash(ii) Allotment of dividend property and the total amount¥20 per common share of the Company(iii) Effective date of dividends of surplus
June 28, 2024

-3-

Total: ¥286,115,260

Proposal 2:

Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

Terms of office of all ten (10) directors (excluding directors who are Audit & Supervisory Committee
Members; the same applies hereinafter in this proposal) will expire at the conclusion of this Annual
General Meeting of Shareholders.
Accordingly, the Company proposes to elect ten (10) directors.
With regard to this proposal, the Audit & Supervisory Committee of the Company, in considerationof supervision and execution of the Board of Directors, respective candidates’ business execution status
and performance in the fiscal year under review, and other factors, deemed all the candidates appropriate.
The candidates for directors are as follows:
No.

Name

Current positions andresponsibilities at the Company

Attendance at theBoard of Directors
meetings in the fiscal
year under review
100% (16/16)

1

Ichiro Hikage[Reappointment]

Representative Director andPresident, Head of Sales Division
responsible for Shoes Business
Group

2

Mamoru Ito[Reappointment]

Chairman of the Board

100% (16/16)

3

Hiroki Yokoyama[Reappointment]

Managing Director, Head of
Production Division

93.8% (15/16)

100% (16/16)

100% (16/16)

4Kazuaki Kono

[Reappointment]

Director, Assistant Head of
Administration Division, General
Manager of Financial Accounting
Head Office

5

Takaya Okura[Reappointment]

Director responsible for Plastic
Business Group, General Manager
of Automotive Materials Division

6

7

8

9

10

Director, Assistant Head of Sales
Division responsible for Overseas
Tatsuya Yanagawa [Reappointment] Business Promotion, General
Manager of Industrial Materials
DivisionManaging Executive Officer
Hisao Ochi
[New appointment] responsible for North America,
General Manager of Chemical
Products Division
Managing Executive Officer,
Assistant Head of Production
Eiichi Kawashima [New appointment] Division responsible for Production
Innovation, General Manager of
Quality Assurance Division[Reappointment]
Osamu Sato
[External]
Director[Independent][Reappointment]
Hitoshi Tachino[External]
Director[Independent]-4-

100% (16/16)―％―％

100% (16/16)

100% (16/16)

(Reference) Skills Matrix of Directors
The candidates in Proposal 2 have knowledge, experience, and skills in the following areas:
Name
IchiroHikageMamoruIto
HirokiYokoyama
KazuakiKono
TakayaOkura
Tatsuya
Yanagawa
Hisao
Ochi
Eiichi
Kawashima
Osamu
Sato
HitoshiTachinoCorporate
management

Sales/
Marketing

Production/
Technology

○

○

○

○

○

Personnel/HRdevelopment

Finance/
Accounting/Tax affairs

Legal affairs/
Compliance

GlobalESG/
Sustainability

○

○

○

○

○

○

○

○

○

○

○

○

○
○
○

○

○

○

○

○

○

○

○

○
○

[External]○○[External]

○

○

○

○

○

○
○

○

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
June 2010

1

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofHeat Insulation Materials Division
June 2012
Director responsible for Industrial Materials
Business Group, General Manager of Heat
Insulation Materials Division
January 2014
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Heat Insulation Materials
Division
April 2014
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
Ichiro Hikage
General Manager of Heat Insulation Materials(June 4, 1961)
Division and Purchasing Head Office
12,600
Director, Assistant Head of Sales Division
June 2014
responsible for Industrial Materials Business Group,[Reappointment]
General Manager of Purchasing Head OfficeDirector, Assistant Head of Sales Division
January 2016
responsible for Industrial Materials Business Groupand Purchasing
June 2018
Managing Director, Head of Production Division
responsible for Production Innovation
Senior Managing Director, Head of Sales Division
June 2020
responsible for Shoes Business Group
June 2022
Representative Director and President
Representative Director and President, Head ofJune 2023
Sales Division responsible for Shoes BusinessGroup (to present)[Reason for nomination as candidate for director]
Mr. Ichiro Hikage has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the sales and production divisions. Also, after assuming office as Representative
Director and President in June 2022, he has led the Group, using strong leadership. The Company believes that
he drives the Group forward and sustainably improves corporate value, and therefore renominates him as a
candidate for a director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1979
April 2002

Mamoru Ito(January 31, 1954)[Reappointment]
2

Joined the Company
Managing Executive Officer responsible forElectronic Materials Development; Manager of First
Development Group and General Manager of Static
Electricity Technology Department, Research &Development Head Office
June 2004
Director responsible for Industrial Materials
Production, Deputy General Manager of Research &Development Head Office
June 2006
Director, General Manager of Research &Development Head Office
September 2006 Director, General Manager of Research &Development Head Office and Intellectual Property
Department
Managing Director responsible for New Businesses,
June 2007
General Manager of Research & Development Head
OfficeManaging Director, Head of Industrial Materials
June 2008
Business Group, General Manager of Research &Development Head Office
Managing Director, Head of Plastic Business Group
October 2008
and Industrial Materials Business Group
Representative Senior Managing Director in charge
June 2010of Sales Division and responsible for Overseas
Business
Representative Director and President
June 2012
June 2022
Chairman of the Board (to present)[Reason for nomination as candidate for director]
Mr. Mamoru Ito has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience serving as the Company’s Representative Director for 12 years. The
Company believes that he drives the Group forward and sustainably improves corp orate value, andtherefore renominates him as a candidate for a director.

-7-30,200No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 1992
June 2016

3

4

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office andIndustrial Materials FactoryManaging Executive Officer, General Manager ofJanuary 2018
Industrial Materials Production Head Office
June 2019
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office andHiroki Yokoyama
Industrial Materials Factory(October 22, 1965)
6,400
Managing Executive Officer, General Manager ofJanuary 2020
Industrial Materials Production Head Office[Reappointment]
June 2020
Director, Head of Production Division, General
Manager of Industrial Materials Production Head
OfficeJune 2022
Managing Director, Head of Production Division,
General Manager of Research & Development Head
OfficeManaging Director, Head of Production Division (toJune 2023
present)[Reason for nomination as candidate for director]
Mr. Hiroki Yokoyama has a high level of insight and a wealth of experience with regard to the Group ’s
business, including experience leading the production division. The Company believes that he drives theGroup forward and sustainably improves corporate value, and therefore renominates him as a candidate
for a director.
Joined the Company
April 1993
Managing Executive Officer, General Manager ofJune 2018
Financial Accounting Head Office and Financial
Accounting Department
Kazuaki Kono
January
2020
Managing Executive Officer, General Manager of
4,600(November 29, 1970)
Financial Accounting Head OfficeDirector, Assistant Head of Administration Division,
June 2022[Reappointment]
General Manager of Financial Accounting Head
Office (to present)[Significant concurrent position]
Representative Director, Achilles Shouji Corporation[Reason for nomination as candidate for director]
Mr. Kazuaki Kono has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the financial accounting division and holding a key position in theadministration division. The Company believes that he drives the Group forward and sustainably
improves corporate value, and therefore renominates him as a candidate for a director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1983
April 2014

5

6

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofAutomotive Materials Division and Automotive
Materials Sales Department
April 2015
Managing Executive Officer, General Manager ofAutomotive Materials Division
Takaya Okura
June 2018
Director responsible for Plastic Business Group and(August 4, 1960)
Purchasing, General Manager of Automotive
4,600
Materials Division[Reappointment]
June 2020
Director responsible for Plastic Business Group,
General Manager of Automotive Materials Division(to present)[Significant concurrent positions]
Chairperson, Achilles (Shanghai) International Trading Co., Ltd. and
Achilles (Foshan) New Material Technology Co., Ltd.
[Reason for nomination as candidate for director]
Mr. Takaya Okura has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the Plastic Business Group and representing overseas subsidiaries. The Company
believes that he drives the Group forward and sustainably improves corporate value, and therefore renominates
him as a candidate for a director.
April 1989
Joined the Company
June 2020
Managing Executive Officer responsible forOverseas Business Promotion, General Manager ofIndustrial Materials Sales Department
Managing Executive Officer responsible for
October 2021
Overseas Business Promotion, General Manager ofIndustrial Materials Division and Industrial
Materials Sales Department
June 2022
Director responsible for Overseas Business
Tatsuya Yanagawa
Promotion, General Manager of Industrial Materials(August 31, 1965)
3,400
Division and Industrial Materials Sales Department
April 2023
Director responsible for Overseas Business[Reappointment]
Promotion, General Manager of Industrial Materials
Division
June 2023
Director, Assistant Head of Sales Division
responsible for Overseas Business Promotion,
General Manager of Industrial Materials Division (topresent)[Significant concurrent positions]Representative Director, Achilles Shimane Co., Ltd.
Chairperson, Achilles Advanced Technology Co., Ltd.
[Reason for nomination as candidate for director]
Mr. Tatsuya Yanagawa has a high level of insight and a wealth of experience with regard to the Group ’s
business, including experience leading overseas business promotion and the Industrial Materials Division.
The Company believes that he drives the Group forward and sustainably improves corporate value, andtherefore renominates him as a candidate for a director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1992
June 2020

7

8

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofChemical Products Division and Film Products
Sales Division
June
2023
Managing Executive Officer responsible for North
Hisao Ochi
America, General Manager of Chemical Products(September 18, 1969)
Division and Film Products Sales Division
2,900
October 2023
Managing Executive Officer responsible for North[New appointment]
America, General Manager of Chemical Products
Division (to present)[Significant concurrent positions]Representative Director, Achilles Core Tech Co., Ltd. and Achilles ViniStar Co., Ltd., Director & Chairman, ACHILLES USA, INC.
[Reason for nomination as candidate for director]
Mr. Hisao Ochi has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the Chemical Products Division and holding key positions in an overseas
subsidiary. The Company believes that he drives the Group forward and sustainably improves corporate
value, and therefore nominates him as a candidate for a director.
Joined the Company
April 1997
Managing Executive Officer responsible forJune 2020
Eiichi Kawashima
Production Innovation, General Manager of Quality(June 8, 1972)
Assurance Head Office
1,500Managing Executive Officer, Assistant Head ofJune 2022[New appointment]
Production Division responsible for Production
Innovation, General Manager of Quality Assurance
Head Office (to present)[Reason for nomination as candidate for director]
Mr. Eiichi Kawashima has a high level of insight and a wealth of experience with regard to the Group ’s
business, including experience leading the Quality Assurance Division and holding key positions in the
Production Division. The Company believes that he drives the Group forward and sustainably improves
corporate value, and therefore nominates him as a candidate for a director.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
August 1995
April 1998

9

Number ofshares of theCompany held

Joined KAJIMA CORPORATION
Chair of Employee Association
General Manager, Sales and Marketing Department,
Sales and Marketing Division
General Manager, Sales and Marketing Control
April 2004
Department, Sales and Marketing Division
April 2010
Executive Officer; Deputy General Manager, Sales
and Marketing Division
April 2015
Managing Executive Officer; Deputy General
Manager, Sales and Marketing Division
Osamu Sato
April 2017
Adviser (Part-time)(April 22, 1955)
Senior Managing Executive Officer, Kajima
Tatemono Sogo Kanri Co., Ltd
4,200[Reappointment]
April 2018
Adviser (Full-time), KAJIMA CORPORATION[External]
June 2018
Director, the Company (to present)[Independent]
Senior Managing Executive Officer, Kajima
April 2019
Tatemono Sogo Kanri Co., Ltd
April 2021
Specially Appointed Adviser (to present)
Adviser, Ishiguro Co., Ltd.
April 2022
July 2022
Outside Director, Ishiguro Co., Ltd. (to present)
April 2023
Adviser, SANKO AIR CONDITIONING CO.,LTD. (to present)
April 2023
Adviser, SESIM CORPORATION (to present)[Significant concurrent position]
Outside Director, Ishiguro Co., Ltd.
[Reason for nomination as candidate for external director and expected roles]
Mr. Osamu Sato has a high level of insight and a wealth of experience with regard to corporate
management and the construction and civil engineering industry, including experience serving as an
executive officer of KAJIMA CORPORATION for a long period of time. Since assuming the office of adirector of the Company, he has appropriately made recommendations and given advice from a standpoint
independent of the management team that executes business. His recommendations and advice are
relevant to management decisions made by the Board of Directors and expansion of products related toinfrastructure development, a priority for the Company, and he is expected to continue to contribute to theCompany in the ways described above. For these reasons, the Company believes that he drives the Group
forward and sustainably improves corporate value, and therefore renominates him as a candidate for an
external director.

- 11 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1982

Hitoshi Tachino(September 30, 1957)[Reappointment][External][Independent]

10

Joined Mitsui Petrochemical Industries, Inc.
(currently Mitsui Chemicals, Inc.)
November 1994 Obtained Ph.D. in Engineering from Kyoto
University
General Manager of Planning Division, DuPontApril 2010
Mitsui Polychemicals Co., Ltd.
June 2011
Director responsible for Planning and
Administration
Director responsible for Sales and Marketing
June 2013
President
June 2016
June 2019
President, DOW-MITSUI POLYCHEMICALS CO.,LTD.
June 2022
Director, the Company (to present)

Number ofshares of theCompany held

100

[Reason for nomination as candidate for external director and expected roles]
Mr. Hitoshi Tachino has a high level of insight and a wealth of experience with regard to corporate
management and the chemical industry, including experience serving as president of DOW-MITSUIPOLYCHEMICALS CO., LTD. Since his assuming office as Director of the Company, he has
appropriately made recommendations and given advice from a standpoint independent of the management
team that executes business. His recommendations and advice are relevant to management decisions madeby the Board of Directors and expansion of the biomass and biodegradable materials businesses to
respond to a reduction in demand for existing plastics, a business challenge facing the Company. He is
also expected to contribute in the same way. For these reasons, the Company believes that he drives theGroup forward and sustainably improves corporate value, and therefore renominates him as a candidate
for an external director.

- 12 -

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Osamu Sato and Mr. Hitoshi Tachino are candidates for external directors.
3. Mr. Osamu Sato currently serves as an external director of the Company. He will have served
as an external director for six (6) years at the conclusion of this meeting.
4. Mr. Hitoshi Tachino currently serves as an external director of the Company. He will have
served as an external director for two (2) years at the conclusion of this meeting.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company
has entered into an agreement with Mr. Osamu Sato and Mr. Hitoshi Tachino to limit their
liability for damages under Article 423, Paragraph 1 of the same Act. An overview of theagreement is as follows:
The agreement limits the liability for damages to ¥10 million or the amount prescribed bylaws and regulations, whichever is higher. If the reelection of Mr. Osamu Sato and Mr.
Hitoshi Tachino is approved, the Company intends to continue the agreement with them.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the insurance
policy covers liability, such as damages and legal expenses, to be borne by the insured,
including directors. However, there are certain grounds for exemptions; for example, liability
arising from actions taken with the knowledge that they are in violation of laws andregulations will not be covered by the policy. The insurance premiums for the policy and all
added special clauses are borne by the Company and no substantial insurance premiums areborne by the insured. To ensure that the appropriateness of the performance of duties is not
impaired, the policy has a deductible, etc. If the candidates assume the office of directors, allof them will be insured under the insurance contract. The Company intends to renew theinsurance contract with the same content during their terms of office.
7. The Company has designated Mr. Osamu Sato as an independent director/auditor who isunlikely to have conflicts of interests with general shareholders, as required by the Tokyo
Stock Exchange.
Mr. Osamu Sato serves as an outside director of Ishiguro Co., Ltd. Since the amount oftransactions between the Company and Ishiguro Co., Ltd. is immaterial, the Company
considers that his holding the position does not affect his independence.
8. The Company has designated Mr. Hitoshi Tachino as an independent director/auditor who isunlikely to have conflicts of interests with general shareholders, as required by the Tokyo
Stock Exchange.
The Company was under an advisory contract with Mr. Hitoshi Tachino until March 2022.
Since the amount of fees paid to him, ¥1.8 million per year, was immaterial, the Company
considers that the contract does not affect his independence.

- 13 -

Proposal 3:

Election of Five (5) Directors Who Are Audit & Supervisory Committee Members

Terms of office of all five (5) directors who are Audit & Supervisory Committee Members will expire at
the conclusion of this Annual General Meeting of Shareholders.
Accordingly, the Company proposes to elect five (5) directors.
The Audit & Supervisory Committee has approved this proposal.
The candidates for directors who are an Audit & Supervisory Committee Members are as follows:
No.

Name

Current positions andresponsibilities at the Company

Attendance at theBoard of Directors
meetings in the fiscal
year under review

1

Shigeru Yamada[Reappointment]

Director, Full-time Audit &Supervisory Committee Member

100% (16/16)

2

Nobuyuki Kikuiri[Reappointment]

Director, Full-time Audit &Supervisory Committee Member

100% (16/16)

Director, Audit & Supervisory
Committee Member

100% (16/16)

Director, Audit & Supervisory
Committee Member

100% (16/16)

3

4

5

[Reappointment]
Masako Suto
[External][Independent][Reappointment]
Chie Kasahara[External][Independent][New appointment]
Kazuomi Matsuoka[External][Independent]―％―(Reference) Skills Matrix of Directors
The candidates in Proposal 3 have knowledge, experience, and skills in the following areas:
Name
Shigeru
Yamada*Nobuyuki
Kikuiri*
MasakoSuto*
Chie
Kasahara*
KazuomiMatsuoka*

Corporate
management

Sales/
Marketing

Production/
Technology

Personnel/HRdevelopment

Finance/
Accounting/Tax affairs

Legal affairs/
Compliance

○

○

○

[External]

○

○

○

○

[External][External]○*Audit & Supervisory Committee Member○- 14 -

Global

○

○

○

○

ESG/
Sustainability

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1975
June 2006
October 2007

1

2

Joined the Company
General manager of Cost Accounting Department
General manager of Financial Accounting
Department
Shigeru Yamada
January
2008
General manager of Cost Accounting Department(October 9, 1956)
12,200January 2010
General Manager of Ashikaga Administration
Department[Reappointment]
General manager of Cost Accounting Department
January 2013
June 2015
Full-time Audit & Supervisory Board Member
June 2022
Director, Full-time Audit & Supervisory Committee
Member (to present)[Reason for nomination as candidate for director]
Mr. Shigeru Yamada has a high level of insight and a wealth of experience with regard to the Group’s businessand finance, accounting, and administration, including experience holding key positions in the financial
accounting and general administration divisions. In addition, he has performed his duties appropriately as
Director (Full-time Audit & Supervisory Board Member). For these reasons, the Company believes that he caneffectively supervise and audit the Company, and therefore renominates him as a candidate for a director who is
an Audit & Supervisory Committee Member.
Joined the Company
April 1989
July 2008
General Manager of Personnel and Administration
Nobuyuki Kikuiri
Department(July 29, 1965)
January 2013
General Manager of Ashikaga Administration
3,200
Department
June 2021
Full-time Audit & Supervisory Board Member[Reappointment]
June 2022
Director, Full-time Audit & Supervisory Committee
Member (to present)[Reason for nomination as candidate for director]
Mr. Nobuyuki Kikuiri has a high level of insight and a wealth of experience with regard to the Group’s businessand personnel, labor, and administration, including experience holding key positions in the personnel andadministration division. In addition, he has performed his duties appropriately as Director (Full-time Audit &Supervisory Board Member). For these reasons, the Company believes that he can effectively supervise and audit
the Company, and therefore renominates him as a candidate for a director who is an Audit & Supervisory
Committee Member.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1998

3

Registered as an attorney-at-law
Tokyo Aoyama Aoki Law Office
June 2002
Established Iwamoto Law Office (to present)
June 2011
Audit & Supervisory Board Member, the Company
Masako Suto
Director(September 9, 1972) June 2020
Outside Audit & Supervisory Board Member,June 2021
ITOCHU ENEX CO., LTD. (to present)[Reappointment]
Director, Audit & Supervisory Board Member, theJune 2022[External]
Company (to present)[Independent][Significant concurrent position]
Iwamoto Law OfficeOutside Audit & Supervisory Board Member, ITOCHU ENEX CO.,LTD.
[Reason for nomination as candidate for external director and expected roles]

Number ofshares of theCompany held―

Ms. Masako Suto is a licensed attorney-at-law well-versed in corporate law, and has a wealth of experience,
including experience serving as an outside Audit & Supervisory Board Member of ITOCHU ENEX CO., LTD.
Since assuming the office of a director (Audit & Supervisory Board Member) of the Company, she has
appropriately made recommendations and given advice at Board of Directors meetings and Audit & Supervisory
Committee based on her expertise and is expected to continue to contribute to the Company in the ways describedabove. For these reasons, the Company believes that she can effectively supervise and audit the Company froman objective and fair standpoint, and therefore renominates her as an external director who is an Audit &Supervisory Committee Member. Although she has never been involved in corporate management in ways otherthan being an outside officer, the Company believes, for the above reasons, that she is capable of performing theduties appropriately.

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No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2000

4

Registered as an attorney-at-law
Hayabusa Kokusai Law Offices
November 2006 Greenberg Traurig LLP, New York
November 2007 Hayabusa Asuka Law Offices
January 2008
Partner, Hayabusa Asuka Law Offices
Chie Kasahara
Atsumi & Partners
January 2009
(September 15, 1968)
January 2010
Partner, Atsumi & Partners (currently Atsumi &(Name on the family
Sakai) (to present)
register: Chie Fukuda) June 2015
Audit & Supervisory Board Member (Outside),
Credit Saison Co., Ltd. (to present)[Reappointment]
Audit & Supervisory Board Member, the Company
June 2019[External]
December 2020 Outside Auditor, MTI Ltd. (to present)[Independent]
June 2022
Director, Audit & Supervisory Board Member, theCompany (to present)[Significant concurrent position]
Partner, Atsumi & Sakai
Audit & Supervisory Board Member (Outside), Credit Saison Co., Ltd.
Outside Auditor, MTI Ltd.
[Reason for nomination as candidate for external director and expected roles]

Number ofshares of theCompany held―

Ms. Chie Kasahara is a licensed attorney-at-law well-versed in corporate law, and has a wealth of experience,
including experience serving as an outside Audit & Supervisory Board Member of Credit Saison Co., Ltd. andoutside auditor of MTI Ltd. Since assuming the office of a director (Audit & Supervisory Board Member) of theCompany, she has appropriately made recommendations and given advice at Board of Directors meetings andAudit & Supervisory Committee based on her expertise and is expected to continue to contribute to the Company
in the ways described above. For these reasons, the Company believes that she can effectively supervise and audit
the Company from an objective and fair standpoint, and therefore renominates her as an external director who is
an Audit & Supervisory Committee Member. Although she has never been involved in corporate management inways other than being an outside officer, the Company believes, for the above reasons, that she is capable ofperforming the duties appropriately.

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No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
August 1990
August 1991
March 1994
November 1996

Kazuomi Matsuoka(May 21, 1967)[New appointment][External][Independent]
5

TAC Co., Ltd.
Chuo Shinko Audit Corporation
Registered as a certified public accountant
Düsseldorf Office, Coopers & Lybrand (currently
PricewaterhouseCoopers), Germany
September 1999 Chuo Shinko Audit Corporation
July 2000
CFO, Instinet Incorporated
April 2001
Auditor, Japancross Securities Co., Ltd.
December 2001 Registered as a licensed tax accountant
December 2001 Established Kazuomi Matsuoka Accounting and Tax
Office (to present)
September 2004 Director and General Manager of Administration
Division, Instinet Incorporated
May 2006
General Counsel attached to Corporate Planning
Office, SBI Holdings, Inc.
November 2006 Director and Executive Officer, Japannext Co., Ltd.
December 2011 Outside Director, IMAGEEPOCH INC.
Supervisory Director, DREAM Private REIT Inc. (toJune 2012
present)
December 2012 Outside Auditor, Good Smile Company, Inc. (topresent)
March 2014
Outside Auditor, AppBank Inc.
Auditor, Tama Dohokai
July 2016
Outside Auditor, HOBBY STOCK inc., (to present)
May 2019
June 2019
Substitute Audit & Supervisory Board Member, theCompany
Outside Director (Audit & Supervisory Committee
May 2020
Member), create restaurants holdings inc. (topresent)
March 2021
Outside Director (Audit & Supervisory Committee
Member), AppBank Inc.
Substitute Director, Audit & Supervisory Committee
June 2022
Member, the Company (to present)
Director, Tama Dohokai (to present)
June 2023

Number ofshares of theCompany held―

[Significant concurrent positions]Kazuomi Matsuoka Accounting and Tax Office
Supervisory Director, DREAM Private REIT Inc.
Outside Auditor, Good Smile Company, Inc.
Outside Auditor, HOBBY STOCK inc.,Outside Director (Audit & Supervisory Committee Member), create
restaurants holdings inc.
Director, Tama Dohokai[Reason for nomination as candidate for external director and expected roles]
Mr. Kazuomi Matsuoka is a licensed certified public accountant and tax accountant well-versed in finance andaccounting, and has a wealth of experience, including experience serving as an outside director (Audit &Supervisory Committee Member) of create restaurants holdings inc. and AppBank Inc. The Company expects him
to appropriately make recommendations and give advice at Board of Directors meetings and Audit & Supervisory
Committee meetings based on his expertise in finance and accounting. For these reasons, the Company believes
that he can effectively supervise and audit the Company from an objective and fair standpoint, and therefore
nominates him as an external director who is an Audit & Supervisory Committee Member.

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Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Masako Suto, Ms. Chie Kasahara, and Mr. Kazuomi Matsuoka are candidates forexternal directors.
3. Ms. Masako Suto currently serves as an external director who is an Audit & Supervisory
Committee Member of the Company. She will have served as an external director who is an
Audit & Supervisory Committee Member for two (2) years at the conclusion of this meeting.
She had also served as an external director for two (2) years before the Company made atransition to a company with an Audit & Supervisory Committee.
4. Ms. Chie Kasahara currently serves as an external director who is an Audit & Supervisory
Committee Member of the Company. She will have served as an external director who is an
Audit & Supervisory Committee Member for two (2) years at the conclusion of this meeting.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company
has entered into agreements with Ms. Masako Suto and Ms. Chie Kasahara to limit their
liability for damages under Article 423, Paragraph 1 of the same Act. An overview of theagreement is as follows:
The agreement limits the liability for damages to ¥10 million or the amount prescribed bylaws and regulations, whichever is higher. If the election of Ms. Masako Suto and Ms. Chie
Kasahara is approved, the Company intends to continue the agreement with them.
If the election of Mr. Kazuomi Matsuoka is approved, the Company intends to enter into thesame agreement with him.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In the eventof a claim for damages submitted by a shareholder or a third party, etc., the insurance policy
covers liability, such as damages and legal expenses, to be borne by the insured, including
directors. However, there are certain grounds for exemptions; for example, liability arisingfrom actions taken with the knowledge that they are in violation of laws and regulations will
not be covered by the policy. The insurance premiums for the policy and all added special
clauses are borne by the Company and no substantial insurance premiums are borne by the
insured. To ensure that the appropriateness of the performance of duties is not impaired, thepolicy has a deductible, etc. If the candidates assume the office of directors who are Audit &Supervisory Committee Members, all of them will be insured under the insurance contract. The
Company intends to renew the insurance contract with the same content during their terms ofoffice.
7. The Company has designated Ms. Masako Suto as an independent director/auditor who isunlikely to have conflicts of interests with general shareholders, as required by the Tokyo
Stock Exchange.
The Company was under a legal advisory contract with Ms. Masako Suto until March 2011.
Since the amount of fees paid to her, ¥1.2 million per year, was immaterial, the Company
considers that the contract does not affect her independence.
8. The Company has designated Ms. Chie Kasahara as an independent director/auditor who isunlikely to have conflicts of interests with general shareholders, as required by the Tokyo
Stock Exchange.
9. Mr. Kazuomi Matsuoka meets the conditions to be designated as an independent
director/auditor who is unlikely to have conflicts of interests with general shareholders. If heassumes the office of an external director, the Company intends to designate him as anindependent/auditor, as required by the Tokyo Stock Exchange.

- 19 -

Proposal 4:

Election of One (1) Substitute Director Who Is an Audit & Supervisory Committee
Member

The Company proposes to elect one (1) substitute director who is an Audit & Supervisory Committee
Member, to prepare for the event that the number of directors who are Audit & Supervisory Committee
Members falls below the number required by laws and regulations.
The Audit & Supervisory Committee has approved this proposal.
The candidate for substitute director who is an Audit & Supervisory Committee Member is asfollows:
Number of
Name
Career summary, positions, responsibilities,
sharesof the(Date of birth)and significant concurrent positions
Company held
October 2005
Registered as an attorney-at-law
Reiko Shiratori
Tokyo Law Office(December 16, 1975)
February 2007 Partners Law Office(Name on the family September 2009 Johoku Law Officeregister: Reiko
May 2018
Outside Auditor, Akatuki Kousan Co., Ltd. (to―Fuchigami)present)
May 2019
Established Nishiikebukuro Law Office (to present)[Significant
concurrent
positions][External]
Nishiikebukuro Law Office[Independent]
Outside Auditor, Akatsuki Kousan Co., Ltd.
[Reason for nomination as candidate for substitute external director and expected roles]
Ms. Reiko Shiratori is a licensed attorney-at-law well-versed in corporate law, and has a wealth of experience,
including experience serving as an Outside Auditor of Akatsuki Kousan Co., Ltd. The Company expects her toappropriately make recommendations and give advice at Board of Directors meetings and Audit & Supervisory
Committee meetings. For these reasons, the Company believes that she can effectively supervise and audit theCompany from an objective and fair standpoint, and therefore nominates her as a substitute external director who
is an Audit & Supervisory Committee Member. Although she has never been involved in corporate management
in ways other than being an outside officer, the Company believes, for the above reasons, that she is capable ofperforming the duties appropriately.
Notes: 1. There are no special interests between the candidate and the Company.
2. The candidate is a candidate for a substitute external director.
3. If the candidate assumes the office of an external director, the Company intends to enter into
an agreement with her to limit her liability for damages under Article 423, Paragraph 1 of theCompanies Act, pursuant to the provisions of Article 427, Paragraph 1 of the same Act. An
overview of the agreement is as follows:
The agreement limits the liability for damages to ¥10 million or the amount prescribed bylaws and regulations, whichever is higher.
4. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the insurance
policy covers liability, such as damages and legal expenses, to be borne by the insured,
including directors. However, there are certain grounds for exemptions; for example, liability
arising from actions taken with the knowledge that they are in violation of laws andregulations will not be covered by the policy. The insurance premiums for the policy and all
added special clauses are borne by the Company and no substantial insurance premiums areborne by the insured. To ensure that the appropriateness of the performance of duties is not
impaired, the policy has a deductible, etc. If the candidate assumes the office of an external
director who is an Audit & Supervisory Committee Member, she will be insured under the- 20 -

insurance contract. The Company intends to renew the insurance contract with the samecontent during her term of office.
5. The candidate meets the conditions to be designated as an independent director/auditor who
is unlikely to have conflicts of interests with general shareholders. If she assumes the officeof an external director, the Company intends to designate her as an independent/auditor, as
required by the Tokyo Stock Exchange.

- 21 -