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, 2023
(Commencement date of measures for electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
Ichiro Hikage
Representative Director andPresident
ACHILLES CORPORATION
2-21-1, Kita-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 103RD 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 103rd 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 103rd 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 4 to 5 of the Japanese original), exercise your voting rights by 5:20 p.m. on
Wednesday, June 28, 2023.

-1-1. Date and Time:Thursday, June 29, 2023 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 103rd Fiscal Year (April 1, 2022 - March 31, 2023) 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 103rd Fiscal
Year (April 1, 2022 - March 31, 2023)
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 One (1) Substitute Director Who Is an Audit & Supervisory
Proposal 3:
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.
◎ For this General Meeting of Shareholders, the paper copy including the Electronic Provision
Measures Matters will be sent to all the shareholders, whether or not it was requested. 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.
Precautions at this Annual General Meeting of Shareholders○ We ask our shareholders who plan to attend the meeting to pay attention to their health conditions
and, if unwell, refrain from attending.
○ Shareholders are encouraged to consider exercising their voting rights by writing or via the internet
instead of attending the meeting.
○ For shareholders who are unable to attend the meeting, the General Meeting of Shareholders will berecorded and the recording will be later uploaded on the Company’s website.
The above policy may be updated in accordance with future change in the circumstances. Should a majorchange 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 103rd fiscal year,
the Company proposes to pay the following year-end dividends, taking into consideration the businessperformance in the said fiscal year and various other circumstances.
(i) Type of dividend property
Cash(ii) Allotment of dividend property and the total amount¥40 per common share of the Company(iii) Effective date of dividends of surplus
June 30, 2023

-3-

Total: ¥604,242,360

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.

Current positions andresponsibilities at the Company

Name

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

1

Ichiro Hikage[Reappointment]

Representative Director andPresident

100% (16/16)

2

Mamoru Ito[Reappointment]

Chairman of the Board

100% (16/16)

3

Minoru Fujisawa[Reappointment]

Senior Managing Director, Head of
Administration Division
responsible for CSR

100% (16/16)

100% (16/16)

4

Hiroki Yokoyama[Reappointment]

Managing Director, Head of
Production Division, General
Manager of Research &Development Head Office

5

Takaya Okura[Reappointment]

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

93.8% (15/16)

6

Katsuji Yamamoto[Reappointment]

Director responsible for Industrial
Materials Business Group

100% (16/16)

7

Tatsuya Yanagawa[Reappointment]

8

Kazuaki Kono

[Reappointment]

9

Osamu Sato

10

Hitoshi Tachino[Reappointment][External][Independent][Reappointment][External][Independent]

Director responsible for Overseas
Business Promotion, General
Manager of Industrial Materials
Division
Director, Assistant Head of
Administration Division, General
Manager of Financial Accounting
Head Office

100% (13/13)

100% (13/13)

Director

100% (16/16)

Director

100% (13/13)

Since Mr. Tatsuya Yanagawa, Mr. Kazuaki Kono, and Mr. Hitoshi Tachino were appointed at the 102nd
Annual General Meeting of Shareholders held on June 29, 2022, the number of the Board of Directors
meetings held after their assumption of office is 13.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1985
June 2010
June 2012

January 2014

Ichiro Hikage(June 4, 1961)[Reappointment]

April 2014

June 2014

1
January 2016

June 2018
June 2020
June 2022

Joined the Company
Managing Executive Officer, General Manager ofHeat Insulation Materials Division
Director responsible for Industrial Materials
Business Group, General Manager of Heat
Insulation Materials Division
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Heat Insulation Materials
Division
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Heat Insulation Materials
Division and Purchasing Head OfficeDirector, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Purchasing Head OfficeDirector, Assistant Head of Sales Division
responsible for Industrial Materials Business Groupand Purchasing
Managing Director, Head of Production Division
responsible for Production Innovation
Senior Managing Director, Head of Sales Division
responsible for Shoes Business Group
Representative Director and President (to present)

Number ofshares of theCompany held

10,200[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.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
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
June 2007
Managing Director responsible for New Businesses,
General Manager of Research & Development Head
OfficeJune 2008
Managing Director, Head of Industrial Materials
Business Group, General Manager of Research &Development Head Office
October 2008
Managing Director, Head of Plastic Business Groupand 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)

Number ofshares of theCompany held

April 1979
April 2002

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

27,800[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’s business,
including experience serving as the Company’s Representative Director for 12 years. 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

Joined the Company
Managing Executive Officer, General Manager ofFinancial Accounting Head Office
June 2012
Director, General Manager of Financial Accounting
Head Office and Corporate Planning Head Office
Minoru Fujisawa
January 2016
Director, General Manager of Financial Accounting(March 11, 1960)
Head Office
9,900
June 2018
Managing Director responsible for CSR, Personnel[Reappointment]
and Administration, and Financial Accounting;General Manager for Compliance Head Office
June 2020
Managing Director, Head of Administration
Division responsible for CSR
Senior Managing Director, Head of Administration
June 2022
Division responsible for CSR (to present)[Reason for nomination as candidate for director]
Mr. Minoru Fujisawa has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the administration division. The Company believes that he drives theGroup forward and sustainably improves corporate value, and therefore renominates him as a candidate for a
director.
February 1992 Joined the Company
June 2016
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office andIndustrial Materials Factory
January 2018
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office
June 2019
Managing Executive Officer, General Manager of
Hiroki Yokoyama
Industrial Materials Production Head Office and(October 22, 1965)
5,200
Industrial Materials Factory
January 2020
Managing Executive Officer, General Manager of[Reappointment]
Industrial Materials Production Head OfficeDirector, Head of Production Division, General
June 2020
Manager of Industrial Materials Production Head
OfficeJune 2022
Managing Director, Head of Production Division,
General Manager of Research & Development Head
Office (to 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’sbusiness, including experience leading the production 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.
April 1978
June 2010

3

4

Number ofshares of theCompany held

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
Managing Executive Officer, General Manager ofAutomotive Materials Division and Automotive
Materials Sales Department
Managing Executive Officer, General Manager ofApril 2015
Automotive Materials Division
Takaya Okura
June 2018
Director responsible for Plastic Business Group and(August 4, 1960)
Purchasing, General Manager of Automotive
3,800
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 1976
Joined the Company
June 2011
Managing Executive Officer, General Manager ofUrethane Division and Branch Office Urethane
Sales Department
Katsuji Yamamoto
January
2013
Managing Executive Officer, General Manager of(November 12, 1957)
3,500
Urethane DivisionDecember 2014 Managing Executive Officer, General Manager of[Reappointment]
Urethane Division and Branch Office Urethane
Sales Department
June 2020
Director responsible for Industrial Materials
Business Group (to present)[Reason for nomination as candidate for director]
Mr. Katsuji Yamamoto has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the Industrial Materials Business Group. The Company believes that hedrives the Group forward and sustainably improves corporate value, and therefore renominates him as a
candidate for a director.
April 1983
April 2014

5

6

Number ofshares of theCompany held

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined the Company
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
Promotion, General Manager of Industrial Materials
Division and Industrial Materials Sales Department
April 2023
Director responsible for Overseas Business
Promotion, General Manager of Industrial Materials
Division (to present)[Significant concurrent position]
Chairperson, Achilles Advanced Technology Co., Ltd.

Number ofshares of theCompany held

April 1989
June 2020

Tatsuya Yanagawa(August 31, 1965)[Reappointment]
7

8

2,600

[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’sbusiness, 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, 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(November 29, 1970)
3,400
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’s business,
including experience leading the financial accounting 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.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined KAJIMA CORPORATION
Chair of Employee Association
General Manager, Sales and Marketing Department,
Sales and Marketing Division
April 2004
General Manager, Sales and Marketing Control
Department, Sales and Marketing Division
April 2010
Executive Officer; Deputy General Manager, Sales
and Marketing Division
Managing Executive Officer; Deputy General
April 2015
Manager, Sales and Marketing Division
April 2017
Adviser (Part-time)
Senior Managing Executive Officer, Kajima
Tatemono Sogo Kanri Co., Ltd
April 2018
Adviser (Full-time), KAJIMA CORPORATION
June 2018
Director, the Company (to present)
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)[Significant concurrent position]
Outside Director, Ishiguro Co., Ltd.

Number ofshares of theCompany held

April 1978
August 1995
April 1998

Osamu Sato
(April 22, 1955)[Reappointment][External][Independent]

9

3,400

[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 a director of the Company inJune 2018, 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 to infrastructure development, apriority for the Company, and he is expected to continue to contribute to the Company in the ways describedabove. 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.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
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
June 2013
Director responsible for Sales and Marketing
June 2016
President
June 2019
President, DOW-MITSUI POLYCHEMICALS CO.,LTD.
June 2022
Director, the Company (to present)

Number ofshares of theCompany held

April 1982

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

10―[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 in June 2022, he has
appropriately made recommendations and given advice from a standpoint independent of the management teamthat executes business. His recommendations and advice are relevant to management decisions made by 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 tocontribute in the same way. For these reasons, the Company believes that he drives the Group forward andsustainably improves corporate value, and therefore renominates him as a candidate for an external director.

- 11 -

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 five (5) 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 one (1) year 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. Mr. Osamu Sato has been designated as an independent director/auditor who is unlikely tohave 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. Mr. Hitoshi Tachino has been designated as an independent director/auditor who is unlikely
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.

- 12 -

(Reference) Skills Matrix of Directors
The candidates in Proposal 2 and Directors who are Audit & Supervisory Committee Members haveknowledge, experience, and skills in the following areas:
Name
IchiroHikageMamoruIto
MinoruFujisawa
HirokiYokoyama
TakayaOkura
Katsuji
Yamamoto
Tatsuya
Yanagawa
Kazuaki
Kono
Osamu
Sato
HitoshiTachinoShigeru
Yamada*Nobuyuki
Kikuiri*
MasakoSuto*
Yoshinori
Ariga*
Chie
Kasahara*

Corporate
management

Sales/
Marketing

Production/
Technology

○

○

○

○

Personnel/HRdevelopment

Legal affairs/
Compliance

GlobalESG/
Sustainability

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Finance/
Accounting/Tax affairs

○

○

○
○

○

○

○

External

○

○

○

○

○
External

○

○

○

○
○

○
○

External
External

○

○

○

○

○
○

External○○○*Audit & Supervisory Committee Member- 13 -○

Proposal 3:

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
August 1990
TAC Co., Ltd.
August 1991
Chuo Shinko Audit Corporation
March 1994
Registered as a certified public accountant
November 1996 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.
Kazuomi Matsuoka December 2011 Outside Director, IMAGEEPOCH INC.
(May 21, 1967)
June 2012
Supervisory Director, DREAM Private REIT Inc. (topresent)―
December
2012
OutsideAuditor,Good
Smile
Company,Inc.
(to[External]present)[Independent]
March 2014
Outside Auditor, AppBank Inc.
July 2016
Auditor, Tama Dohokai (to present)
May 2019
Outside Auditor, HOBBY STOCK inc., (to present)
May 2020
Outside Director (Audit & Supervisory Committee
Member), create restaurants holdings inc. (topresent)
March 2021
Outside Director (Audit & Supervisory Committee
Member), AppBank Inc.
[Significant concurrent positions]Kazuomi Matsuoka Accounting and Tax Office
Supervisory Director, DREAM Private REIT Inc.
Outside Auditor, Good Smile Company, Inc.
Auditor, Tama Dohokai
Outside Auditor, HOBBY STOCK inc.,Outside Director (Audit & Supervisory Committee Member), create
restaurants holdings inc.

- 14 -

[Reason for nomination as candidate for substitute 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 Audit & Supervisory Committee meetings
based on his expertise in finance and accounting. For these reasons, the Company believes that he caneffectively supervise and audit the Board of Directors from an objective and fair standpoint, and therefore
nominates him as a substitute external director who is an Audit & Supervisory Committee Member.

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 him to limit his 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, he will be insured under the
insurance contract. The Company intends to renew the insurance contract with the samecontent during his 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 he assumes the office ofan external director, the Company intends to designate him as an independent/auditor, as
required by the Tokyo Stock Exchange.

- 15 -