This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

Securities code: 4323
June 8, 2023
To Shareholders with Voting Rights:
HIRABAYASHI Takeaki
President
Japan System Techniques Co., Ltd.
2-3-18 Nakanoshima, Kita-ku,
Osaka-shi, Osaka

NOTICE OF
THE 51st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 51st Annual General Meeting of Shareholders of Japan System
Techniques Co., Ltd. (the “Company”) will be held as described below.
In convening this meeting, the Company is taking measures for electronic provision and has posted
electronic provision measures matters as “Notice of the 51st Annual General Meeting of Shareholders” on
the following website.
Company website: https://www.jast.jp/en/ir/library/meeting/:In addition, the information is posted on the following website. To view it, access the website at thefollowing URL, enter the Company’s name or securities code to perform search, select “Basic information”
and then “Documents for public inspection/PR information.”
Tokyo Stock Exchange website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Shareholders are requested to consider the general status of new coronavirus infection in considering
attending the meeting in person. Also, please be informed that you can view the meeting proceedings on alive video streaming.
If you cannot attend the meeting in person, please review the Reference Documents for the General
Meeting of Shareholders included in the electronic provision measures matters, indicate your approval ordisapproval of the proposals in the enclosed voting form, and return the form to the Company by postal
mail so that your vote is received by 5:30 p.m. Japan time on Tuesday, June 27, 2023. If you exercise yourvoting rights via the internet, please do so on the voting website (https://www.web54.net) by the
aforementioned date.
1. Date and Time:
2. Place:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)
Conference room, Nakanoshima Festival Tower 26F
2-3-18 Nakanoshima, Kita-ku, Osaka-shi, Osaka

3. Meeting Agenda:
Matters to be reported:1. The Business Report and the Consolidated Financial Statements for theCompany’s 51st fiscal year (from April 1, 2022 to March 31, 2023), andthe results of audits of the Consolidated Financial Statements by the
Independent Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the Company’s 51st
fiscal year (from April 1, 2022 to March 31, 2023)
Proposals to be resolved:
Election of Ten (10) Directors
Proposal 1:
Election of Two (2) Audit & Supervisory Board Members
Proposal 2:
Election of One (1) Substitute Audit & Supervisory Board Member
Proposal 3:- Officers and staff members will be in light clothing with no neckties (“Cool Biz”) during the meeting

-1-

-

on the day.
Any changes made to the electronic provision measures matters will be notified on the websites they
are posted on.

-2-

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

Election of Ten (10) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting.
The Company therefore requests the election of ten (10) Directors, including three (3) External
Directors, increasing the number of Directors by two (2) to further strengthen the management structure
for the aim of strengthening the management foundation to ensure sustainable growth of the Company.
The Director candidates are as follows:

Current positions and responsibilities at
the Company

No.

Name

1

HIRABAYASHI Takeaki [Reappointment]

Attendanceat theBoard ofDirectors
meetings

President

13/13(100%)
13/13(100%)

2

BAN Hiroaki[Reappointment]

Senior Executive Director in Charge ofMedical Big Data Business, Tokyo New
Business Promotion, Global Business, andTokyo Management Office

3

OKADO Noriaki[Reappointment]

Executive Director in Charge of Finance
& IR

13/13
(100%)[Reappointment]

Director in Charge of GAKUEN
Business, New Business Promotion,
BankNeo Business, and Western Japan
System Integration Business

13/13(100%)MUGURUMA Chiharu [Reappointment]

Director in Charge of Eastern Japan
System Integration Business, Digital
Transformation Promotion, and General
Manager, ASEAN Business Division

13/13(100%)
13/13(100%)

4

5

TSUCHIYA Yuji

6

SONODA Katsuro[New candidate]

Full-time Audit & Supervisory Board
Member7

HIRABAYASHI Taku

[New candidate]

Officer

8

HOSOE Yutaka[Reappointment]

Director [External] [Independent]

9

HANAI Mitsugi[Reappointment]

Director [External] [Independent]

10

AKIBA Toshiyuki[Reappointment]

Director [External] [Independent]

-3-

−
12/13
(100%)
13/13(100%)
13/13(100%)

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1973
April 2005
June 2020

Number ofshares of theCompany held

Established the Company, Representative Director
President and CEO
President (current position)[Significant concurrent positions]Representative Director, Just Co., Ltd.

193,800

HIRABAYASHI Takeaki(April 23, 1938)
1[Reappointment]
Number of years served
as Director: 51 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Having led the Company’s group in making important management decisions, etc. as Representative Director
since its establishment, Mr. HIRABAYASHI Takeaki has strived to ensure understanding and acceptance ofvalues by executing management philosophy and to lay the groundwork for growth. As he has thus played
important roles as a Director, the Company has renominated him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
January 1981
October 2006
June 2010
April 2011
June 2012
April 2013
April 2014
June 2019

BAN Hiroaki(January 13, 1961)
2

June 2021[Reappointment]
Number of years served
as Director: 11 years (atthe conclusion of thismeeting)

April 2023

Joined the Company
Managing Executive Officer, Alpha Computer Co.,
Ltd. (secondment)
Director and Managing Executive Officer, Alpha
Computer Co., Ltd. (secondment)
Officer in Charge of Tokyo Software; and General
Manager, Eastern Japan Software Division, theCompany
Director in Charge of Tokyo Software; and General
Manager, Eastern Japan Software Division, theCompany
Director in Charge of Tokyo Region, the Company
Director in Charge of Eastern Japan Region,
Medical Big Data Business, and Special Projects,
the Company
Executive Director in Charge of Eastern Japan
Region, Medical Big Data Business, and Tokyo
New Business Promotion, the Company
Senior Executive Director in Charge of EasternJapan Region, Medical Big Data Business, Tokyo
New Business Promotion, and Global Business, theCompany
Senior Executive Director in Charge of Medical
Big Data Business, Tokyo New Business
Promotion, Global Business, and TokyoManagement Office, the Company (current
position)

Number ofshares of theCompany held

41,800[Significant concurrent positions]
Director, Alpha Computer Co., Ltd.
Director, JAST Asia Pacific Co., Ltd.
Director, Virtual Calibre SDN. BHD.
Director, Virtual Calibre MSC SDN. BHD.
[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2012, Mr. BAN Hiroaki has played important roles, including executing
business and making management decisions / supervising management, as a Director in charge of the EasternJapan Region and Medical Big Data Business, and since 2021, he has led the management of the group as a
Senior Executive Director. In light of his experience and achievements, the Company has renominated him as a
candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
February 1999
June 2007
June 2010
April 2014
April 2017

OKADO Noriaki(February 11, 1960)
3[Reappointment]

April 2019
June 2019

Joined the Company
Director; and General Manager, Finance
Department, the Company
Director in Charge of Headquarter Departments;
and General Manager, Finance Department, theCompany
Director in Charge of Headquarter Departments
and Global Management, the Company
Director in Charge of Headquarter Departments,
the Company
Director in Charge of Headquarter Departments
and International Operations, the Company
Executive Director in Charge of Headquarter
Departments and International Operations, theCompany
Executive Director in Charge of Finance & IR
(current position)

Number ofshares of theCompany held

27,300April 2023
Number of years served
as Director: 16 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2007, Mr. OKADO Noriaki has played important roles, including making
management decisions / supervising management, as a Director in charge of headquarter departments, and since2019, he has led the management of the group as an Executive Director; in light of his experience andachievements, the Company has renominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1983
April 2012
April 2014
June 2016
April 2017
April 2019
April 2021

TSUCHIYA Yuji
(June 8, 1962)
June 2021
4[Reappointment]
Number of years served
as Director: 7 years (atthe conclusion of thismeeting)

April 2022

Joined the Company
Officer; and General Manager, GAKUENDivision, the Company
Officer in Charge of GAKUEN Business, theCompany
Director in Charge of GAKUEN Business, theCompany
Director in Charge of GAKUEN Business and New
Business Promotion, the Company
Director in Charge of GAKUEN Business, New
Business Promotion, and BankNeo Business, theCompany
Director in Charge of GAKUEN Business, New
Business Promotion, BankNeo Business, andWestern Japan System Integration Business, theCompany
Director in Charge of Western Japan Region,
GAKUEN Business, New Business Promotion, andBankNeo Business, the Company
Director in Charge of GAKUEN Business, New
Business Promotion, BankNeo Business, andWestern Japan System Integration Business, theCompany (current position)

Number ofshares of theCompany held

35,600[Significant concurrent positions]
Chairperson, Shanghai Jiafeng Information Technology Co., Ltd.

[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2016, Mr. TSUCHIYA Yuji has played important roles, including
executing business and supporting management decisions, and led the effort to expand the Company’s branded
products as a Director in charge of GAKUEN Business, BankNeo Business, and system integration business inwestern Japan. As he has strived to enhance corporate value of the Company’s group, the Company hasrenominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
April 2014
April 2018
June 2019
January 2020
January 2021

MUGURUMA Chiharu
April 2023
(October 22, 1964)
5[Reappointment]

Joined the Company
Officer; and General Manager, Eastern Japan
Software Business Department, the Company
Officer in Charge of Eastern Japan System
Integration Business, the Company
Director in Charge of Eastern Japan System
Integration Business, the Company
Director in Charge of Eastern Japan System
Integration Business; and Vice General Manager,
Overseas Business Division, the Company
Director in Charge of Eastern Japan System
Integration Business; and General Manager,
ASEAN Business Division, the Company

Number ofshares of theCompany held

18,200

Director in Charge of Eastern Japan System
Integration Business; Digital Transformation
Promotion ; and General Manager, ASEAN
Business Division, the Company (current position)

Number of years served [Significant concurrent positions]as Director: 4 years (at Director, JAST Asia Pacific Co., Ltd.
the conclusion of this Director, Bright & Better Co., Ltd.
Director, Virtual Calibre SDN. BHD.
meeting)
Director, Virtual Calibre MSC SDN. BHD.
Director, AG NET PTE. LTD.
[Reason for nomination as candidate for Director]
Since his appointment as a Director in 2019, Mr. MUGURUMA Chiharu has played important roles, including
executing business and supporting management decisions, as a Director in charge of the Company’s system
integration business in eastern Japan and, in Global Business, served as Director for key subsidiaries in the
Association of Southeast Asian Nations region. As he has strived to enhance corporate value of the Company’sgroup, the Company has renominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

SONODA Katsuro(June 13, 1958)
6

Career summary, positions, responsibilities,
and significant concurrent positions
December 1978 Joined the Company
April 1995
General Manager, GAKUEN Business
Department, the Company
April 1997
General Manager, Package Business Department,
the Company
April 2000
General Manager, CS Division, the Company
April 2004
General Manager, Solution Department 3, theCompany
June 2014
Full-time Audit & Supervisory Board Member, theCompany (current position)

Number ofshares of theCompany held

42,200[New candidate]
Number of years served
as Director: − years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
After contributing to the growth of the Company’s group in key positions, Mr. SONODA Katsuro began in 2014
to play a major role in the Audit & Supervisory Board as a full-time member. As the Company judged that he is
an indispensable person who can take advantage of his abundant experience and high level of expertise to help
further improve the effectiveness of its decision-making and supervisory functions to ensure its sustainablegrowth and an increase in its corporate value over a medium- to long-term, it has nominated him as a freshcandidate for Director.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1998
April 2017
April 2021
April 2023

Joined the Company
General Manager, Finance and Accounting
Department, the Company
General Manager, Tokyo Administrative
Department, Tokyo Administration Division, theCompany
Officer in Charge of Management Planning &Business Administration; and General Manager,
Management Planning Department, the Company(current position)

HIRABAYASHI Taku
(June 7, 1969)
7

Number ofshares of theCompany held

278,640[New candidate]
Number of years served
as Director: − years (atthe conclusion of thismeeting)[Reason for nomination as candidate for Director]
Mr. HIRABAYASHI Taku has a high level of expertise about the IT industry. As the Company expects he will offer
useful opinions about the Company’s management from diverse viewpoints by drawing on his experience in the
Company’s administration and business administration divisions and judged that he is an indispensable person for
it to further improve the effectiveness of its decision-making and supervisory functions to ensure its sustainablegrowth and an increase in its corporate value over a medium- to long-term, it has nominated him as a fresh candidate
for Director.

- 10 -

No.

Name(Date of birth)

HOSOE Yutaka(August 16, 1959)[Reappointment]
8

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

Joined Toyota Industries Corporation

June 2004

Director/Consultant, Admix Partners YK (current
position)January 2006

Executive Vice-President, BNI Systems Corp.

April 2007

President, BNI Systems Corp.

July 2011

Executive Vice-President, NTT Data China
Outsourcing Co., Ltd.

July 2014

Chief Executive Officer, Innovative Solutions Inc.
(current position)

June 2017

External Director, the Company (current position)

Number ofshares of theCompany held

0

[Significant concurrent positions]

Director/Consultant, Admix Partners YK
Number of years served
Chief Executive Officer, Innovative Solutions Inc.
as Director: 6 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. HOSOE Yutaka has abundant experience and a broad range of knowledge in the leading-edge IT consulting
business and business model reconstruction, including global business, and the Company expects him to continue
to leverage his abilities to provide supervision and advice, particularly from the managerial perspective, concerning
the execution of duties by Directors in each business of the Company’s group; thus, the Company has renominatedhim as a candidate for External Director. In addition, as Chairperson of the voluntary Nomination andRemuneration Committee, he has led its discussions in an objective manner from an independent standpoint andplayed an important role in providing recommendations to the Board of Directors. The period for which Mr.
HOSOE Yutaka has served as an External Director for the Company will be six (6) years at the conclusion of thismeeting.

- 11 -

No.

Name(Date of birth)

HANAI Mitsugi(June 29, 1953)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1977

Joined Nippon Univac Kaisha, Ltd. (now
BIPROGY Inc.)

August 1982

Joined IBM Japan, Ltd.

February 2005

President, T&I Solution Co. Ltd.

August 2008

Senior Vice President, Nippon Information andCommunication Corporation

April 2015

Adviser, DAIICHI COMPUTER RESOURCE
CO., LTD.

December 2017

Adviser, S2I Co., Ltd.

June 2019

External Director, the Company (current position)

Number ofshares of theCompany held

0

[Reappointment]
9
Number of years served
as Director: 4 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Mr. HANAI Mitsugi has abundant experience and a broad range of knowledge in areas including the sales of IT
solutions to mainly automobile manufacturers and the management of sales teams as well as the branding ofproducts and services, which he obtained while working at major IT companies, and the Company expects him
to continue to leverage his abilities to provide supervision and advice, particularly from the sales perspective,
concerning the execution of duties by Directors in each business of the Company’s group; thus, the Company hasrenominated him as a candidate for External Director. The period for which Mr. HANAI Mitsugi has served as
an External Director for the Company will be four (4) years at the conclusion of this meeting.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980

Joined Canon Sales Co., Inc. (now Canon
Marketing Japan Inc.)

March 2004

President, Canon Supercomputing S.I. Inc.; andPresident, Canon Solutions Service Inc., asubsidiary of Canon Supercomputing S.I. Inc.
(serving concurrently)

January 2012

Director (part-time), Canon BizAttenda Inc.

Number ofshares of theCompany held

Director (part-time), Qualysite Technologies Inc.

10

AKIBA Toshiyuki(June 18, 1956)

July 2013

Director, Ftime Corporation

June 2015

Managing Director, Ftime Corporation[Reappointment]

June 2021

External Director, the Company (current position)0

Number of years served
as Director: 2 years (atthe conclusion of thismeeting)[Reason for nomination as candidate for External Director and a description of the expected roles]
Having held multiple important positions including Representative Director at other companies, Mr. AKIBA
Toshiyuki has a large network of contacts including IT vendors, abundant experience, and a broad range ofknowledge in the information and communication industry, and the Company expects him to leverage his abilities
to provide supervision and advice, particularly from the expert viewpoint, concerning the execution of duties byDirectors in business expansion and in the creation of growth opportunities including new customer acquisition
and alliance expansion; thus, the Company has renominated him as a candidate for External Director.
In addition, as a member of the voluntary Nomination and Remuneration Committee, he has played an importantrole for the committee to formulate recommendations to the Board of Directors by offering objective opinions froman independent standpoint. The period for which Mr. AKIBA Toshiyuki has served as an External Director for theCompany will be two (2) years at the conclusion of this meeting.

Notes: 1. There is no special interest between any of the candidates and the Company.
2. Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and Mr. AKIBA Toshiyuki are candidates forExternal Director.
3. The Company has concluded agreements with Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and
Mr. AKIBA Toshiyuki limiting liability for damages as stipulated in Article 423, Paragraph 1of the Companies Act. The limit of the amount of liability for damages under the agreements
shall be the amount stipulated by laws and regulations. If they are reelected, the Company plans
to continue the agreements with them.
4. The Company has concluded a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and plansto renew the contract in November 2023. This insurance contract covers damages that may
arise when an officer, the insured, assumes liability for the execution of his or her duties or
receives a claim related to the pursuit of such liability. If each candidate is reelected or elected,
each candidate will be included in the insured persons of this contract.

- 13 -

5. The Company has provided notification that Mr. HOSOE Yutaka, Mr. HANAI Mitsugi, and
Mr. AKIBA Toshiyuki are Independent Directors in accordance with the regulations of theTokyo Stock Exchange. If they are reelected, the Company plans that they remain an
Independent Director.

- 14 -

Proposal 2:

Election of Two (2) Audit & Supervisory Board Members

As the terms of office of Audit & Supervisory Board Members SONODA Katsuro and MOGAMI Jiro
will expire at the conclusion of this meeting, the Company requests the election of two (2) Audit &Supervisory Board Members.
We note that the Company has obtained consent from the Audit & Supervisory Board about this
proposal.
The Audit & Supervisory Board Member candidates are as follows:

No.

Name
(Date of birth)

Career summary, positions, and significant concurrent positions
April 1989
April 2014
April 2015

Number ofshares of theCompany held

Joined the Company
General Manager, Logistics Business Division, theCompany
General Manager, Eastern Japan System
Integration Business Division 2, the Company

YABUSHITA Masami(June 3, 1965)

200[New candidate]1
Number of years served
as Audit & Supervisory
Board Member: − years(at the conclusion of thismeeting)[Reason for nomination as candidate for Audit & Supervisory Board Member]
Mr. YABUSHITA Masami has an outstanding personality and high ethical standards. As he is expected to
conduct highly effective audits by leveraging the high level of expertise based his experience of working in the
Company’s software business in western Japan for many years, the Company judged that Mr. Yabushita is anindispensable person for ensuring that performance of duties by the Company’s Directors is audited accurately
and fairly. In light of this, the Company it has nominated him as a fresh candidate for Audit & Supervisory Board
Member.

- 15 -

No.

Name(Date of birth)

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

November 2007 Joined LEGAL PROFESSIONALCORPORATION HONRYU
February 2011 Joined Yamashita Kawazoe Law Office
July 2013
Joined the Kanon Law Office (current position)
External Audit & Supervisory Board Member, theJune 2014
Company (current position)[Significant concurrent position]
Representative member and attorney, Kanon Law Office
MOGAMI Jiro
(August 2, 1978)

0[Reappointment]
2

Number of years served
as Audit & Supervisory
Board Member: 9 years(at the conclusion of thismeeting)[Reason for nomination as candidate for External Audit & Supervisory Board Member]
Mr. MOGAMI Jiro’s nomination is based on our expectation that the legal knowledge he has developed as an
attorney will inform the audit structure of the Company. The Company notes that, although Mr. Mogami does
not have the experience of being directly involved in the management of a company, the Company judged that
he will be able to appropriately perform the duty as an External Audit & Supervisory Board Member of theCompany, because of the above reason. In addition, as a member the voluntary Nomination and Remuneration
Committee, he has offered objective opinions from an independent standpoint at its meetings and played an
important role in providing recommendations to the Board of Directors. The period for which Mr. MOGAMI
Jiro has served as an External Audit & Supervisory Board Member for the Company will be nine (9) years at theconclusion of this meeting.

Notes: 1. There is no special interest between either of the candidates and the Company.
2. Mr. MOGAMI Jiro is a candidate for External Audit & Supervisory Board Member.
3. In accordance with its Articles of Incorporation, the Company has concluded an agreementwith Mr. MOGAMI Jiro limiting liability for damages as stipulated in Article 423, Paragraph
1 of the Companies Act.
The limit of the amount of liability for damages under the agreement shall be the amountstipulated by laws and regulations. If Mr. Mogami is reelected, the Company plans to continue
the agreements with him.
4. The Company has concluded a directors and officers liability insurance contract with aninsurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and plansto renew the contract in November 2023. This insurance contract covers damages that may
arise when an officer, the insured, assumes liability for the execution of his or her duties or
receives a claim related to the pursuit of such liability. If each candidate is reelected or elected,
each candidate will be included in the insured persons of this contract.

- 16 -

5. The Company has provided notification that Mr. MOGAMI Jiro is an Independent Director inaccordance with the regulations of the Tokyo Stock Exchange. If he is reelected, the Company
plans that they remain an Independent Director.

- 17 -

Proposal 3:

Election of One (1) Substitute Audit & Supervisory Board Member

To prepare for the event that the number of Audit & Supervisory Board Members falls below thenumber required by laws and regulations, the Company proposes the election of one (1) substitute Audit& Supervisory Board Member. Mr. YAMAMOTO Keizo, the candidate for substitute Audit & Supervisory
Board Member, has been nominated for election as an Audit & Supervisory Board Member to substitutefor External Audit & Supervisory Board Member.
The election under this Proposal may be canceled by a resolution of the Board of Directors with theconsent of the Audit & Supervisory Board provided that such cancellation is made before the assumptionof office.
We note that the Company has obtained consent from the Audit & Supervisory Board about this
proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary, positions, and significant concurrent positions
April 1993
October 1997

YAMAMOTO Keizo(February 3, 1970)

August 2001

Number ofshares of theCompany held

Joined MITA Industrial Co., Ltd. (now KYOCERA
Document Solutions Inc.)
Joined the Osaka office of Tohmatsu & Co. (nowDeloitte Touche Tohmatsu LLC)
Joined Idomoto Taiji Tax Accountant Firm (nowIDM Tax Accountant Corporation)

May 2017[New candidate]Representative Member, IDM Tax Accountant
Corporation (current position)[Significant concurrent positions]
Outside Company Auditor, Shibutani Co., Ltd.
Outside Director, Nippo Co., Ltd.

0

[Reason for nomination as candidate for substitute External Audit & Supervisory Board Member]
Mr. YAMAMOTO Keizo has been nominated as a substitute External Audit & Supervisory Board Member as he isappropriate to serve as External Audit & Supervisory Board Member in case the number of External Audit &Supervisory Board Members falls short, considering the high level of his expertise on all areas of accounting andtaxation, which he developed as a certified public accountant and certified public tax accountant. We note that, although
Mr. YAMAMOTO Keizo does not have the experience of being directly involved in the management of a company,
we judged that he will be able to appropriately perform the duty as an External Audit & Supervisory Board Memberof the Company, because of the above reason.

Notes: 1. There is no special interest between Mr. YAMAMOTO Keizo and the Company.
2. Mr. YAMAMOTO Keizo is a candidate for substitute External Audit & Supervisory Board
Member.
3. In accordance with its Articles of Incorporation, the Company plans to conclude an agreementwith Mr. YAMAMOTO Keizo limiting liability for damages as stipulated in Article 423,
Paragraph 1 of the Companies Act if he takes office as Audit & Supervisory Board Member.
The limit of the amount of liability for damages under the agreement shall be the amountstipulated by laws and regulations.

- 18 -

4.
The Company has concluded a directors and officers liability insurance contract withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act, and plans to renew
the contract in November 2023. This insurance contract covers damages that may arise when an officer,
the insured, assumes liability for the execution of his or her duties or receives a claim related to the pursuitof such liability. If Mr. YAMAMOTO Keizo assumes office as Audit & Supervisory Board Member, hewill be included in the insured persons of this contract.

- 19 -

(Reference) Expertise and experience of the Directors and Audit & Supervisory Board Members (Skill
matrix)Name

HIRABAYASHI
TakeakiPosition after theconclusion of themeeting (planned)

Attribute
Independence(External)

Expertise and experience
Finance
Accounting

Legalaffairs
GovernanceBrandstrategyMarketingCorporate
management

IT
DX

Globalbusiness

Representative
Director
Senior Executive
Director

●

●

●

●

●

●

●

●

BAN
Hiroaki
OKADO
Noriaki
TSUCHIYAYuji
MUGURUMA
Chiharu
SONODA
KatsuroExecutive Director

●

●

●

Director

●

●

●

●

Director

●

●

●

●

HIRABAYASHI
Taku

Director

●
●
●

HOSOE
Yutaka
HANAI
Mitsugi
AKIBA
Toshiyuki
YABUSHITA
MasamiTAENAKA
Shigeki
MOGAMI
Jiro

Director●●●

External Director●●●

External Director

●

●

●

●

External Director

●

●

●

●

●

●

Full-time Audit &Supervisory Board
MemberExternal Audit &Supervisory Board
MemberExternal Audit &Supervisory Board
Member

●

●

●

●

●
●

●
●

(Note)The table above does not represent all the knowledge and experience of the Directors and Audit & Supervisory Board Members.

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