These documents have been translated from a part of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, theoriginals shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translations.

To Our Shareholders:(Securities Code 1417)
May 30, 2022
5-6-36 Toyosu, Koto-ku, Tokyo, JapanMIRAIT Holdings Corporation
NAKAYAMA Toshiki
President and Chief Executive Officer

NOTICE OF THE 12TH ORDINARY GENERAL MEETING OF
SHAREHOLDERS
Dear Shareholders:
You are cordially invited to attend the 12th Ordinary General Meeting of Shareholders of MIRAIT
Holdings Corporation (the “Company”). The meeting will be held for the purposes as described below.
From the perspective of prevention of the spread of COVID-19, shareholders are asked to refrain from
attending the General Meeting of Shareholders in person regardless of their health condition, by taking steps
such as voting in advance via the Internet or by mail and viewing the live stream of the General Meeting of
Shareholders if possible.
Please review the following Reference Documents for the General Meeting of Shareholders and exercise
your right to vote no later than 5:30 p.m. on Monday, June 13, 2022.
[Voting via the Internet]
Please see the “Procedure for the Exercise of Voting Rights via the Internet” on page 7, access the voting site(https://evote.tr.mufg.jp/) and follow the instructions on screen to enter your approval or disapproval by theabove voting deadline.
[Voting by mail]Indicate your approval or disapproval on the enclosed voting form and return it to arrive no later than theabove voting deadline.

1. Time and Date: 10 a.m., Tuesday, June 14, 2022
2. Place:

5-6-36 Toyosu, Koto-ku, Tokyo, Japan
Seventh floor conference room,
MIRAIT Holdings Corporation
5-6-36 Toyosu, Koto-ku, Tokyo, Japan( See the map of the location of the venue at the end of the document)

3. Meeting Agenda:
Matters toreported:

be1. The Business Report, Consolidated Financial Statements for the Company’s 12th
Fiscal Term (April 1, 2021 - March 31, 2022) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board of
Corporate Auditors
2. Non-Consolidated Financial Statements for the Company’s 12th Fiscal Term(April 1, 2021 - March 31, 2022)

Proposals to be resolved:
Proposal No. 1:Appropriation of Surplus
Proposal No. 2:Partial Amendment of the Articles of Incorporation
Proposal No. 3:Election of Nine Directors of MIRAIT Holdings Corporation (Term of Office: June
14 to 30, 2022)
Proposal No. 4:Election of Two Corporate Auditors of MIRAIT Holdings Corporation (Term of
Office: June 14 to 30, 2022)
Proposal No. 5:Election of One Substitute Corporate Auditor of MIRAIT Holdings Corporation(Term of Office: June 14 to 30, 2022)
Proposal No. 6:Election of 14 Directors (excluding Directors who are Audit and Supervisory
Committee Members) of MIRAIT ONE Corporation (Term of Office: From July 1,
2022)
Proposal No. 7:Election of Five Directors who are Audit and Supervisory Committee Members of
MIRAIT ONE Corporation (Term of Office: From July 1, 2022)
Proposal No. 8:Election of One Substitute Director who is an Audit and Supervisory Committee
Member of MIRAIT ONE Corporation (Term of Office: From July 1, 2022)
Proposal No. 9:Determination of Amount of Remuneration of Directors (Excluding Directors Who
Are Audit and Supervisory Committee Members)

Proposal No. 10:Determination of Amount and Content of Performance-linked Stock-based
Remuneration, etc. for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 11:Determination of Amount of Remuneration of Directors Who Are Audit andSupervisory Committee Members
4. Matters Determined on the Convocation of the Meeting:(1) You may exercise your voting rights by proxy only in cases where the proxy is another shareholderof the Company. The proxy will be required to present written proof of their right of proxy.
(2) If you exercise your voting rights both in writing and via the Internet, the votes made via the Internet
shall prevail.
(3) If you exercise your voting rights multiple times via the Internet, the vote submitted last shall prevail.
5. Items Presented Online (Japanese Only):
The following items are posted on the Company’s website at (https://www.mirait.co.jp/[Japanese only]) in accordance with laws and regulations and the provisions of the Company’s
Articles of Incorporation. Therefore, these items are not included in the documents accompanying
this convocation notice.
(1) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in theConsolidated Financial Statements(2) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the
Non-Consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements, Non-Consolidated Financial
Statements audited by the Audit & Supervisory Board Members and Accounting Auditor comprisethe aforementioned items posted on the Company’s website in addition to the referential materials
included in the documents accompanying the NOTICE OF THE 12TH ORDINARY GENERALMEETING OF SHAREHOLDERS.
End〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
(Information)-Subsequent amendments to the Reference Documents for the General Meeting of Shareholders (if any) will be listed on the Company’s
website (https://www.mirait.co.jp/)

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal
No. 1:

Appropriation of Surplus

The Company makes it a basic policy to pay dividends consistently commensurate to its latest businessperformance and the trend of dividend payout ratio. Additionally, its internal reserve is used for reinforcing
its financial position and for investing in business development to enhance its corporate value.
Based on such a policy, the appropriation of surplus shall be as follows.
Accordingly, the annual dividend including the interim dividend of 25 yen per share is 55 yen per share.
Term-End Dividends❶ Type of dividend property

Cash

❷

30 yen per share of common stock of theCompany
Total amount: 2,980,626,240 yen

Appropriation of dividend
property to shareholders and total
amount thereof❸ Effective date of distribution of surplus

June 15, 2022

Common Reference Items from Proposal No. 2 to Proposal No. 11
The Company will make the transition to a “Company with an Audit and Supervisory Committee” pursuant
to the Act for Partial Amendment to the Companies Act (Act No.90 of 2014) enforced on May 1, 2015 tofurther strengthen the governance system due to the integration of three companies through a merger with
the Company as the surviving company in the absorption-type merger and MIRAIT Corporation and MIRAITTechnologies Corporation as the defunct companies in the absorption-type merger. The proposals from
Proposal No. 2 to Proposal No. 11 at this general meeting are related to the transition to a Company with an
Audit and Supervisory Committee and the associated strengthening of governance, and an explanation isprovided in advance concerning the characteristics of a Company with an Audit and Supervisory Committee
and the reasons for the Company making the transition to a Company with an Audit and Supervisory
Committee.
[Characteristics of a Company with an Audit and Supervisory Committee]
In a Company with an Audit and Supervisory Committee, the current Board of Corporate Auditors will be
replaced by establishing an Audit and Supervisory Committee made up of three of more Directors who are
Audit and Supervisory Committee Members, and a majority made up of Outside Directors.
Directors who are Audit and Supervisory Committee Members have the right to vote on the Board of
Directors, and are able to be involved in decisions on proposals to elect and dismiss Directors who are not
Audit and Supervisory Committee Members, the election and dismissal of Representative Directors, andother general decisions on the execution of important business. In addition, due to the Audit and Supervisory
Committee having authority to state opinions at the General Meeting of Shareholders concerning the election
and dismissal of Directors who are not Audit and Supervisory Committee Members, supervisory functions
over executives under the Companies Act have been strengthened in a Company with an Audit andSupervisory Committee.
Furthermore, in a Company with an Audit and Supervisory Committee, important decisions on theexecution of business can be delegated to Directors in cases where Outside Directors account for a majorityof Directors and in cases where the Articles of Incorporation stipulate that important decisions on theexecution of business can be delegated to Directors by resolution of the Board of Directors. This will further
increase the effectiveness of the Board of Directors and also enable swift decision making and flexible
execution of business by executives after the transition to a Company with and Audit and Supervisory Board,[Reasons for the Company Making the Transition to a Company with an Audit and Supervisory Board]
The Company will make the transition to a Company with an Audit and Supervisory Board for thefollowing reasons, and will seek to enhance management soundness and transparency, and make swift
decisions with the aim of further enhancing corporate value.
(i) The “Audit and Supervisory Committee” made up of “Directors who are Audit and Supervisory

Committee Members” with right to vote on the Board of Directors is responsible for supervision of theexecution of business by Directors and will seek to enhance the governance system and the internal
control system based on the approach of three lines of defense, and will work to strengthen corporate
governance through strengthening of coordination between the Audit and Supervisory Committee andthe internal audit unit.
(ii) “Directors who are Audit and Supervisory Committee Members” can be expected to enhance themanagement supervision functions spanning management in general because as Directors they are
members with voting rights on the Board of Directors.
(iii) “Directors who are Audit and Supervisory Committee Members” are granted the right to express
opinions enabling them to express opinions on the election, dismissal and remuneration of Directors at
General Meetings of Shareholders pursuant to the provisions of Article 342-2, paragraph (4) and Article
361, paragraph (6) of the Companies Act, and monitoring functions are strengthened compared to a
Company with a Board of Corporate Auditors under the Companies Act.
(iv) Article 399-13, paragraph (6) of the Companies Act states that the Articles of Incorporation may
stipulate that important decisions on the execution of business may be delegated to Directors by
resolution of the Board of Directors, and this will enable flexible operations through resolutions of theBoard of Directors with a view to the state of establishment of the business operations and governanceof the newly integrated company after the integration of the three companies.
[Fundamental Organizational Review]
With the transition to a Company with an Audit and Supervisory Committee, the Company aims to further
enhance the governance system and the internal control system based on the approach of three lines of defense,
and will work to strengthen corporate governance through strengthening of coordination between the Audit
and Supervisory Committee and the internal audit unit.
Furthermore, due to implementing structural reform to make the transition from a pure holding company
to an operating holding company through the aforementioned integration of the three companies, systems of
the Board of Directors will be created to enable the assembly of management resources to maintain thestability and continuity of business operations and also to strengthen governance spanning business in general.
[Reasons for Change to New Trade Name]
The Company will change its trade name to MIRAIT ONE Corporation with the resolve to further
coordinate and strengthen the unity of the Group and for the entire company to embrace the challenge of newareas based on the transition from a pure holding company to an operating holding company through thecurrently scheduled integration with its wholly-owned subsidiaries MIRAIT Corporation and MIRAITTechnologies Corporation. The name of the Group will be the “MIRAIT ONE Group.”Proposal
No. 2:

Partial Amendment of the Articles of Incorporation

1. Reason for Proposal
The Company will make the transition to a “Company with an Audit and Supervisory Committee”
pursuant to the Act for Partial Amendment to the Companies Act (Act No. 90 of 2014) to further
strengthen the governance system due to the integration of three companies through a merger with theCompany as the surviving company in the absorption-type merger and MIRAIT Corporation and
MIRAIT Technologies Corporation as the defunct companies in the absorption-type merger. Along with
this, the Company will make the necessary amendments to its Articles of Incorporation as follows.
(i) The necessary amendments will be made to coincide with the change of the trade name due to thelaunch of the newly integrated company through the merger of the three companies.
(ii) The necessary amendments will be made such as establishing provisions on the Audit andSupervisory Committee and Directors who are Audit and Supervisory Committee Members, and thedeletion of provisions on the Board of Corporate Auditors and Corporate Auditors due to the transition
to a Company with an Audit and Supervisory Committee.
(iii) The necessary amendments will be made to enable all or part of important decisions on businessexecution to be delegated to Directors by resolution of the Board of Directors to enhance theeffectiveness of the Board of Directors pursuant to the provisions of the Companies Act.
(iv) The necessary amendments will be made due to the provision (provision of general shareholder
meeting materials in electronic format) prescribed in the proviso of paragraph (1) of the
Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019)
being enforced from September 1, 2022.
(v) The necessary amendments will be made to add business objectives enabling responses such as tothe expansion of the solutions business related to e-sports in future.
(vi) The necessary amendments will be made such as to arrange the article numbers due to the above
amendments.
2. Details of the Amendments
The details of the amendments are as follows.
Note that this proposal shall take effect from July 1, 2022.

(Underlines indicate amended sections.)
Current Articles of Incorporation

Proposed Amendments

Chapter 1. General Provisions

Chapter 1. General Provisions(Trade Name)
Article 1The Company shall be called Kabushiki
Kaisha Miraito Horudingusu, indicated as
MIRAIT Holdings Corporation in English.

(Trade Name)
Article 1The Company shall be called Kabushiki
Kaisha Miraito Wan, indicated as MIRAIT ONE
Corporation in English.

(Objectives)
Article 2 (Provisions omitted)(1) through (20) (Provisions omitted)(New)(21) (Provisions omitted)(Objectives)
Article 2 (Unchanged)(1) through (20) (Unchanged)(21) Operation of sports facilities(22) (Unchanged)(Organs)
Article 4 (Provisions omitted)(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditor(Organs)
Article 4 (Provisions omitted)(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditor

Chapter 3. General Meeting of Shareholders

Chapter 3. General Meeting of Shareholders(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16
When convening a General
Meeting of Shareholders, the Company may
deem the information to be stated or represented
in reference documents for the General Meetingof Shareholders, business reports, nonconsolidated financial statements andconsolidated financial statements to have been
provided to shareholders by disclosing it by amethod using the Internet in accordance with theOrder of the Ministry of Justice.

(Deleted)

Current Articles of Incorporation

Proposed Amendments(New)(Measures, etc. for Providing Information inElectronic Format)
Article 16
When the Company convenes a
General Meeting of Shareholders, it shall takemeasures for providing information that
constitutes the content of reference documents
for the General Meeting of Shareholders, etc. inelectronic format.
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may exclude all or partof those items designated by Order of Ministryof Justice from statements in the paper-based
documents to be delivered to shareholders whorequested the delivery of paper-based documents
by the record date of voting rights.

Chapter 4. Directors and Board of Directors

Chapter 4. Directors and Board of Directors(Number)
Article 19
The Company shall have no
more than 11 Directors.
(New)(Method of Election)
Article 20
Directors shall be elected in the
General Meeting of Shareholders.

2. through 3. (Provisions omitted)(Term of Office)
Article 21
The term of office of Directors
shall be until the conclusion of the Ordinary(Number)
Article 19
The Company shall have no
more than 21 Directors (including Directors who
are Audit and Supervisory Board Members).
2. The Company shall have no more than 5
Directors who are Audit and Supervisory Board
Members.
(Method of Election)
Article 20
Directors shall be elected byresolution of the General Meeting of
Shareholders, differentiating between Directors
who are Audit and Supervisory Board Members
and other Directors.
2. through 3. (Unchanged)(Term of Office)
Article 21
The term of office of Directors
shall be until the conclusion of the Ordinary

General Meeting of Shareholders for the final
business year ending within two years of theirelection.
2. The term of office of Directors elected due to anincrease in number or as substitutes shall be until
the expiration of the term of office of the
Directors in office.
(New)

General Meeting of Shareholders for the final
business year ending within one year of theirelection.
2. Notwithstanding the provision of the preceding
paragraph, the term of office of Directors who
are Audit and Supervisory Committee Members
shall be until the conclusion of the Ordinary
General Meeting of Shareholders for the final
business year ending within two years of theirelection.
3. The term of office of a Director who is an Audit
and Supervisory Committee Member elected asa substitute shall be until the expiration of theterm of office of the retiring Director who is an
Audit and Supervisory Committee Member.

Current Articles of Incorporation

Proposed Amendments(New)

4. The period of the effect of the resolution to electsubstitute Directors who are Audit andSupervisory Committee Members electedpursuant to Article 329, paragraph (3) of theCompanies Act shall be until the commencementof the Ordinary General Meeting of
Shareholders for the final business year ending
within two years of their election.

(Representative Director and Senior Directors)
Article 22
The Board of Directors shallelect a Representative Director by resolution
thereof.
2. The Board of Directors may specify one
Chairman and one President, and a number ofVice Presidents, Senior Managing Directors andManaging Directors by resolution thereof.

(Notices of Convocation of Meetings of the Boardof Directors)
Article 24
Notices of meetings of theBoard of Directors shall be issued to each
Director and Corporate Auditor no later than
three days before the date of the meeting.
However, this period may be shortened whenurgently required.
2. A meeting of the Board of Directors may beheld without going through the convocation
procedures when there is consent of all Directors
and Corporate Auditors.
(New)(Representative Director and Senior Directors)
Article 22
The Board of Directors shallelect a Representative Director from among the
Directors (excluding Directors who are Audit
and Supervisory Committee Members) byresolution thereof.
2. The Board of Directors may specify one
Chairman and one President, and a number ofVice Presidents, Senior Managing Directors andManaging Directors from among the Directors(excluding Directors who are Audit andSupervisory Committee Members) by resolution
thereof.
(Notices of Convocation of Meetings of the Boardof Directors)
Article 24
Notices of meetings of theBoard of Directors shall be issued to each
Director no later than three days before the dateof the meeting. However, this period may be
shortened when urgently required.
2. A meeting of the Board of Directors may beheld without going through the convocation
procedures when there is consent of all
Directors.
(Delegation of Decisions on Business Execution to
Directors)
Article 26
Pursuant to the provision ofArticle 399-13, paragraph (6) of the Companies
Act, the Company may delegate all or part ofimportant decisions on business execution(excluding matters listed in the items underparagraph (5) of the same Article).
Article 26 (Provisions omitted)

Article 27 (Unchanged)

Current Articles of Incorporation

Proposed Amendments(Remuneration, etc.)
Article 27
Directors’ remuneration,bonuses and other economic benefits received
from the Company in consideration for the
performance of duties (hereinafter referred to as
remuneration, etc.) shall be determined byresolution of the General Meeting of
Shareholders.

(Remuneration, etc.)
Article 28
Directors’ remuneration,bonuses and other economic benefits received
from the Company in consideration for the
performance of duties shall be determined
separately for Directors who are Audit andSupervisory Committee Members and other
Directors by resolution of the General Meetingof Shareholders.

Article 28 through Article 29 (Provisions omitted)

Article 29 through Article 30 (Unchanged)

Chapter 5. Corporate Auditors and Board of
Corporate Auditors

Chapter 5. Audit and Supervisory Committee(Number)
Article 30
The Company shall have no
more than five Corporate Auditors.

(Deleted)(Method of Election)
Article 31
Corporate Auditors shall beelected in the General Meeting of Shareholders.
2. Resolutions to elect Corporate Auditors shall bemade by a majority of the voting rights in
attendance where shareholders holding one thirdor more of the voting rights of shareholders
eligible to exercise voting rights are inattendance.

(Deleted)(Term of Office)
Article 32
The term of office of Corporate
Auditors shall be until the conclusion of theOrdinary General Meeting of Shareholders forthe final business year ending within four yearsof their election.
2. The term of office of a Corporate Auditor
elected as a substitute of a Corporate Auditor
who retires before the expiration of the term of(Deleted)office thereof shall be until the expiration of theterm of office of the retiring Corporate Auditor.
(Effect of Resolutions on Elections of SubstituteCorporate Auditors)
Article 33
The effect of resolutions on theelection of substitute Corporate Auditors shall be
until the commencement of the Ordinary
General Meeting of Shareholders for the final
business year ending within four years of theirelection.

(Deleted)

Current Articles of Incorporation(Full-time Corporate Auditor)
Article 34
The Board of Corporate
Auditors shall elect a Full-time Corporate
Auditor by resolution thereof.
(New)(Notices of Convocation of Meetings of the Boardof Corporate Auditors)
Article 35
Notices of meetings of theBoard of Corporate Auditors shall be issued toeach Corporate Auditor no later than three days
before the date of the meeting. However, thisperiod may be shortened when urgently
required.
2. A meeting of the Board of Corporate Auditors
may be held without going through theconvocation procedures when there is consent of
all Corporate Auditors.
(New)(Method of Resolutions of the Board of Corporate
Auditors)
Article 36
Resolutions of the Board of
Corporate Auditors shall be made by majority ofCorporate Auditor except in cases otherwise
specified by laws and regulations.

Proposed Amendments(Deleted)(Full-time Audit and Supervisory Committee
Members)
Article 31
The Audit and Supervisory
Committee may elect Full-time Audit andSupervisory Committee Members by resolution
thereof.

(Deleted)(Notices of Convocation of Meetings of the Audit
and Supervisory Committee)
Article 32
Notices of meetings of the
Audit and Supervisory Committee shall be
issued to each Audit and Supervisory Committee
Member no later than three days before the dateof the meeting. However, this period may be
shortened when urgently required.
2. A meeting of the Audit and Supervisory
Committee may be held without going throughthe convocation procedures when there isconsent of all Audit and Supervisory Committee
Members.
(Deleted)(New)(Method of Resolutions of the Audit andSupervisory Committee)
Article 33
Resolutions of the Audit andSupervisory Committee shall be made by amajority of Audit and Supervisory Committee
Members in attendance where a majority of
Audit and Supervisory Committee Members
eligible to participate in the resolution are inattendance.

Current Articles of Incorporation

Proposed Amendments(Board of Corporate Auditors Regulations)
Article 37
Matters related to the Board of
Corporate Auditors shall be governed by thelaws and regulations and these Articles ofIncorporation, in addition to Board of Corporate
Auditors Regulations determined in the Board of
Corporate Auditors.

(Deleted)(New)(Remuneration, etc.)
Article 38
The remuneration, etc. of
Corporate Auditors shall be determined byresolution of the General Meeting of
Shareholders.
(Corporate Auditors’ Exemption from Liability)
Article 39 The Company may exempt Corporate
Auditors (including former Corporate Auditors)
from liability for compensation of damages
arising from neglecting their duties to the extent
of laws and regulations by resolution of theBoard of Directors pursuant to the provision of
Article 426, paragraph (1) of the Companies
Act.
2. The Company may conclude agreements with
Corporate Auditors to limit liability forcompensation for damages arising fromneglecting their duties pursuant to the provisionof Article 427, paragraph (1) of the Companies
Act. However, the limit on liability pursuant tothe agreements shall be the Minimum Liability
Amount specified in Article 425, paragraph (1)of the Companies Act.

(Audit and Supervisory Committee Regulations)
Article 34
Matters related to the Audit andSupervisory Committee shall be governed by thelaws and regulations and these Articles ofIncorporation, in addition to Audit andSupervisory Committee Regulations determinedin the Audit and Supervisory Committee.
(Deleted)(Deleted)

Chapter 6. Accounting
Article 35 (Unchanged)(Organ Determining Dividends of Surplus, etc.)
Article 36
The Company may determine
matters specified in the items of Article 459,
paragraph (1) of the Companies Act such as

Chapter 6. Accounting

dividends of surplus by resolution of the Boardof Directors.

Article 40 (Provisions omitted)
Article 37 through Article 39 (Unchanged)(New)

Article 41 through Article 43 (Provisions omitted)

Current Articles of Incorporation

Proposed Amendments(New)

Supplementary Provisions
Article 1
1. The Company may exempt Corporate Auditors(including former Corporate Auditors) fromliability for compensation of damages pursuant
to Article 423, paragraph (1) of the Companies
Act for acts prior to the conclusion of the 12th
Ordinary General Meeting of Shareholders to theextent of laws and regulations by resolution of
the Board of Directors.
Article 2
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) in
the current Articles of Incorporation and theestablishment of Article 16 (Measures, etc. for
Providing Information in Electronic Format) in
the proposed amendments shall be effectivefrom the date of enforcement of the revised
provisions provided for in the proviso to Article
1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as the “Dateof Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain effective regarding
any General Meeting of Shareholders held on adate within six months from the Date of
Enforcement.
3. This Article shall be deleted on the date whensix months have elapsed from the Date of
Enforcement or three months have elapsed fromthe date of the General Meeting of Shareholders
in the preceding paragraph, whichever is later.

Proposal
No. 3:

Election of Nine Directors of MIRAIT Holdings Corporation (Term of
Office: June 14 to 30, 2022)

The terms of office of all eleven Directors will end upon the conclusion of the General Meeting. Therefore,
the Company proposes to elect nine Directors.
The candidates for Director are as follows.
Candidate
No.

Name

Current Position

Attendance at Meetings of the Boardof Directors

1

NAKAYAMA
Toshiki

Reelection

Representative Director

20/20 (100%)

2

YAMAMOTO
Yasuhiro

Reelection

Director

20/20 (100%)3

TOTAKE
Yasushi

Reelection

Director

20/20 (100%)

4

TSUKAMOTO
Masakazu

Reelection

Director

20/20 (100%)

5AOYAMA
Koji

Reelection

Director

20/20 (100%)

6IGARASHI
KatsuhikoReelection

Director

20/20 (100%)

7

BABA Chiharu

ReIndepend
Outsideelectionent

Director

20/20 (100%)

8

YAMAMOTO
Mayumi

ReIndepend
Outsideelectionent

Director

20/20 (100%)

9KAWARATANI Shinichi

ReIndepend
Outsideelectionent

Director

16/16 (100%)

Candidate
No.

1

NAKAYAMA Toshiki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2011
June 2012
July 2013
Reelection

June 2014
Date of birthJanuary 29, 1958

June 2015
June 2016

Number of the Company’s shares
ownedJune 2018

14,513shares
Attendance at meetings of theBoard of Directors

June 2020

Senior Vice President, Strategic Business Development
Division, Nippon Telegraph and Telephone Corporation
Senior Vice President, General Manager of Frontier Services
Department, NTT DOCOMO, INC.
Senior Vice President, General Manager of Smart-life
Solutions Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager ofSmart-life Business Division, General Manager of Smart-life
Solutions Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager ofSmart-life Business Division, NTT DOCOMO, INC.
Senior Executive Vice President, NTT DOCOMO, INC.
Senior Executive Vice President, MIRAIT Holdings
Corporation
President and Chief Executive Officer, MIRAIT Corporation(to present)
President, MIRAIT Holdings Corporation

June 2021

President, General Manager of The Group Formation
Preparation Office, MIRAIT Holdings Corporation

April 2022

President, General Manager of The Group Formation
Preparation Office, General Manager of The Organization
Formation Preparation Office, MIRAIT Holdings Corporation(to present)

20/20 (100%)[Status of Key Positions Held Concurrently]

President and Chief Executive Officer, MIRAIT Corporation
Reason for Nomination as a Candidate for Director
NAKAYAMA Toshiki has provided direction aimed at increasing corporate value,
implemented management reforms and developed new business by utilizing his strong
leadership in a position of overseeing the management of the Group as a whole as
President of MIRAIT Holdings Corporation and President and Chief Executive Officer
of MIRAIT Corporation based on his abundant management experience in thetelecommunications industry. He has been nominated for re-election as Director because
the Company has determined that he is a suitable person for maintaining the structure ofMIRAIT Holdings Corporation for the period from June 14 to June 30, 2022.

Candidate
No.

2

YAMAMOTO Yasuhiro

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
August 2008
June 2011
Reelection

June 2012
Date of birthJanuary 9, 1959
July 2013
Number of the Company’s shares
owned

9,579shares

June 2016

Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2020
April 2022

General Manager of 5th Division, Nippon Telegraph andTelephone Corporation
General Manager of Hokkaido Branch, Nippon Telegraph andTelephone East Corporation
General Manager of Private Sector Sales Division, Corporate
Business Promotion Headquarters, Nippon Telegraph andTelephone East Corporation
Director, Assistant General Manager of Corporate Business
Promotion Headquarters and General Manager of Private Sector
Sales Division, Nippon Telegraph and Telephone East
Corporation
Director, Assistant General Manager of Corporate Sales
Promotion Headquarters and General Manager of Private Sector
Sales Division, Nippon Telegraph and Telephone East
Corporation
Director, Executive Vice President, General Manager ofCorporate Affairs Department, General Manager of M's Brain
Center General Affairs Division, MIRAIT Holdings
Corporation
Director, Managing Executive Officer, General Manager ofCompliance Promotion Department, MIRAIT Corporation (topresent)
Director, Executive Vice President, General Manager ofCorporate Affairs Department, General Manager of M's Brain
Center General Affairs Division, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate for Director
YAMAMOTO Yasuhiro promotes general affairs and personnel affairs from theposition of overseeing general affairs and personnel affairs of the Group as a whole as
the officer responsible for general affairs and personnel affairs, and also contributes toenhancement of the legal and compliance base and enhancement of the managementbase as the General Manager of the Compliance Promotion Department of MIRAIT
Corporation. He has been nominated for re-election as Director because the Company
has determined that he is a suitable person for maintaining the structure of MIRAIT
Holdings Corporation for the period from June 14 to June 30, 2022.

Candidate
No.

3

TOTAKE Yasushi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2009
July 2012
June 2014
Reelection

June 2017
Date of birthJune 29, 1961
Number of the Company’s shares
ownedJune 2018
June 2019

6,609shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2020
June 2021
April 2022

General Manager of Kagoshima Branch, Nippon Telegraph andTelephone West Corporation
President, NTT Home Techno Corporation (currently NTT
FIELDTECHNO CORPORATION)
Senior Vice President, General Manager of the Service
Management Department, Plant Headquarters, Nippon
Telegraph and Telephone West Corporation
Senior Vice President and General Manager of the Network
Department, Plant Headquarters, Nippon Telegraph andTelephone West Corporation
Executive Vice President and General Manager of the Network
Department, Plant Headquarters, Nippon Telegraph andTelephone West Corporation
Director, Executive Vice President, General Manager ofEmerging Business Office, MIRAIT Holdings Corporation
Director, MIRAIT Corporation
Director, MIRAIT Technologies Corporation
Director, MIRAIT Holdings Corporation
President, MIRAIT Technologies Corporation (to present)
Director, Assistant Manager of The Group Formation
Preparation Office, MIRAIT Holdings Corporation
Director, Assistant Manager of The Group Formation
Preparation Office, Manager of Carrier West Company
Establishment Preparation Group, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation

Reason for Nomination as a Candidate for Director
TOTAKE Yasushi promotes the expansion of business and strengthening of systems of
the Group as a whole as Director of the Company and President of MIRAITTechnologies Corporation, which is its subsidiary, based on his abundant management
experience in the telecommunications industry and extensive knowledge and experiencein areas related to telecommunications facilities. He concurrently serves as a Director of
the Company to promote the unified business operation of the Group, and contributes tothe enhancement of corporate value of the Group as a whole. He has been nominated for
re-election as Director because the Company has determined that he is a suitable person
for maintaining the structure of MIRAIT Holdings Corporation for the period from June

14 to June 30, 2022.

Candidate
No.

4

TSUKAMOTO Masakazu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2008
July 2010
June 2013
Reelection

June 2017
Date of birthJanuary 6, 1960
Number of the Company’s shares
owned

5,006shares
Attendance at meetings of theBoard of Directors

June 2019

April 2022

General Manager of Accounting & Finance Department, NTT
Urban Development Corporation
General Manager of Auditor’s Office, Nippon Telegraph andTelephone Corporation
Senior Vice President and General Manager of Kansai Branch
Office, NTT FINANCE CORPORATION
Senior Vice President and Senior Executive Manager of Sales
and Marketing Department, Leasing Business Headquarters,
NTT FINANCE CORPORATION
Director, Executive Vice President, General Manager ofFinance and Accounting Department, General Manager of M's
Brain Center and General Manager of Finance and Accounting
Division, MIRAIT Holdings Corporation
Director, Executive Vice President, General Manager ofFinance and Accounting Department, General Manager of M's
Brain Center and General Manager of Finance and Accounting
Division, Manager of Staff Organization Establishment
Preparation Group, The Organization Formation Preparation
Office, MIRAIT Holdings Corporation (to present)

20/20 (100%)
Reason for Nomination as a Candidate for Director
TSUKAMOTO Masakazu contributes to the enhancement of the management base byhandling improvement and strengthening of the Group’s financial standing, along withcash management from the position of overseeing financial strategy of the Group as awhole as the officer responsible for finance. He has been nominated for re-election as
Director because the Company has determined that he is a suitable person formaintaining the structure of MIRAIT Holdings Corporation for the period from June 14
to June 30, 2022.

Candidate
No.

5

AOYAMA Koji

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2000

General Manager of Human Resources Department, NTT
Communications Corporation

July 2000

General Manager of 1st Division, Nippon Telegraph andTelephone Corporation
General Manager of Ubiquitous Service Department, NTT
DOCOMO, INC.

June 2007
Reelection

June 2011
Date of birthJune 2013

January 10, 1959
June 2016
Number of the Company’s shares
ownedJune 2017

7,255shares
Attendance at meetings of theBoard of Directors

June 2020

20/20 (100%)

July 2020
June 2021

April 2022

Senior Vice President and General Manager of Corporate Sales
and Marketing Department II, NTT DOCOMO, INC.
Senior Vice President and General Manager of Tohoku Branch,
NTT DOCOMO, INC.
Managing Executive Officer and Assistant General Manager of
Solution Business Headquarters, MIRAIT Corporation
Director, Managing Executive Officer, General Manager of
Solution Business Headquarters and General Manager of
Tohoku Reconstruction Management Department, MIRAIT
Corporation
Director, Executive Vice President, General Manager ofCorporate Strategy Division, MIRAIT Holdings Corporation
Director, Managing Executive Officer, General Manager of
Solutions Business Promotion Department, MIRAIT
Corporation (to present)
Director, Executive Vice President, General Manager ofCorporate Strategy Division, Manager of Secretariat of The
Group Formation Preparation Office, MIRAIT Holdings
Corporation
Director, Executive Vice President, General Manager ofCorporate Strategy Division, Manager of Secretariat of The
Group Formation Preparation Office, The Organization
Formation Preparation Office, MIRAIT Holdings Corporation(to present)

Reason for Nomination as a Candidate for Director
AOYAMA Koji has been engaged in the expansion of business in the solutions area andreform of the solutions business of the entire Group as Director of MIRAIT Corporation,and is currently engaged in the creation of a new structure as one f the people responsible
for the formation of the new Group system for the establishment of the Company’s newgroup. He has been nominated for re-election as Director because the Company hasdetermined that he is a suitable person for maintaining the structure of MIRAIT Holdings
Corporation for the period from June 14 to June 30, 2022.

Candidate
No.

6IGARASHI Katsuhiko

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
June 2009
June 2012
Reelection

July 2014
Date of birth

October 2014

May 1, 1959
Number of the Company’s sharesowned

14,819shares
Attendance at meetings of theBoard of Directors

June 2017

June 2020

General Manager of Corporate Sales, Kanagawa Branch,
Nippon Telegraph and Telephone East Corporation
General Manager of Gunma Branch, Nippon Telegraph andTelephone East Corporation
General Manager of Miyagi Branch and General Manager of
Tohoku Reconstruction Office, Nippon Telegraph andTelephone East Corporation
Executive Officer and General Manager of NTT Business Unit,
MIRAIT Corporation
Executive Officer, General Manager of NTT Business Unit andGeneral Manager of Tohoku Reconstruction Support Office,
MIRAIT Corporation
Director, Managing Executive Officer, General Manager of
NTT Business Headquarters and General Manager of Tohoku
Reconstruction
Management
Department,
MIRAIT
Corporation
President, TTK Co., Ltd. (to present)
Director of MIRAIT Holdings Corporation (to present)

20/20 (100%)
Reason for Nomination as a Candidate for Director
IGARASHI Katsuhiko has driven the NTT business of MIRAIT Corporation and also
has experience directing management as President of the Company’s subsidiary TTKCo., Ltd. and has promoted the Group’s business operations in the Tohoku Area andcontributed to expansion of business and strengthening of the structure of the Group asa whole. He has been nominated for re-election as Director because the Company has
determined that he is a suitable person for maintaining the structure of MIRAIT Holdings
Corporation for the period from June 14 to June 30, 2022.

Candidate
No.

7

BABA Chiharu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2005
June 2007

Reelection

OutsideIndepend
ent

Date of birth

November 15, 1950
Number of the Company’s shares
owned

0shares

Deputy President (Representative Director), Mizuho Trust &Banking Co., Ltd.
Corporate Auditor (Full-time), Japan Energy Corporation(currently ENEOS Corporation)

June 2012

Corporate Auditor (Full-time), JX Nippon Mining & Metals
Corporation

June 2015

Outside Director, Saitama Resona Bank, Limited
Outside Corporate Auditor, Tohoku Electric Power Co., Inc.

June 2017

Outside Director (Member of Audit Committee), Resona
Holdings, Inc.

June 2018

Outside Director of MIRAIT Holdings Corporation (to present)
Outside Director (Member of Audit and Supervisory
Committee), Tohoku Electric Power Co., Inc.
Outside Director (Chairman of Audit Committee), Resona
Holdings, Inc. (to present)

June 2020

Attendance at meetings of theBoard of Directors

20/20 (100%)

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
BABA Chiharu possesses a abundant experience in corporate management and a wide
range of knowledge spanning financial accounting, risk management and generalmanagement, and has fulfilled his role as Outside Director. His insight and knowledge
make him qualified for the supervision of management, and he has been nominated as a
candidate for re-election as Outside Director to improve transparency of the Board of
Directors and strengthen its supervisory functions. He has been nominated for reelection as Director because the Company has determined that he is a suitable person formaintaining the structure of MIRAIT Holdings Corporation for the period from June 14
to June 30, 2022.

Candidate
No.

8

YAMAMOTO Mayumi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

Reelection

OutsideIndepend
ent

Date of birth

February 11, 1956

April 1984

Registered as attorney at Law
Joined Takeo Ishiguro Law Office

September 1990

Established New Ginza Sogo Law Office

January 2005

Established Ginza Shinmeiwa Law Office (to present)

December 2010

Public Interest Member of the Central Labour Relations
Commission
Member of the Financial System Council, Financial Services
Agency (to present)
External Audit & Supervisory Board Member, Morinaga Milk
Industry Co., Ltd.
Outside Director of MIRAIT Holdings Corporation (topresent)
Outside Director, JCU Corporation (to present)

January 2019
June 2019
June 2020

Number of the Company’s shares
ownedJune 2021

0shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
YAMAMOTO Mayumi has advanced expertise and abundant experience concerning
legal affairs as an attorney at law, and has also served as a member of government
councils including as a public interest member of the Central Labour Relations
Commission. She is qualified for the supervision of management from an objective andspecialized perspective. She has been nominated for re-election as Director because theCompany has determined that she is a suitable person for maintaining the structure of
MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022.

Candidate
No.

9

KAWARATANI Shinichi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

Reelection

Independ
ent

OutsideNovember 1988

President, Atlux Corporation (currently NOC Outsourcing &Consulting Inc.)

October 1997

General Manager of Information and Communications
Division, New York Office, Nissho Iwai American Corporation(currently Sojitz Corporation of America)
CEO, Entrepia Ventures, Inc.

November 1999
April 2007

Date of birthJune 26, 1955

January 2014

Assistant General Manager of Industrial Information Group,
Sojitz Corporation
Representative Director and President, Nissho Electronics
Corporation
Representative Director, VistaNet, Inc. (to present)

June 2021

Outside Director of MIRAIT Holdings Corporation (to present)

April 2011

Number of the Company’s shares
owned

sha
res

0

Attendance at meetings of theBoard of Directors

Reason for Nomination as a Candidate for Outside Director and Overview of ExpectedRoles

16/16 (100%)

KAWARATANI Shinichi has been involved in business investment and thedevelopment of new businesses in the area of information and communications for many
years, and has insight into the management of an information and communications
company based on his experience as representative director and president of a company
providing IT solutions. Furthermore, he has worked on the creation of a variety of new
businesses in Japan and abroad as CEO of a venture capital company, and has extensive
business experience overseas such as in the United States. He has been nominated for
re-election as Director because the Company has determined that he is a suitable person
for maintaining the structure of MIRAIT Holdings Corporation for the period from June
14 to June 30, 2022.

Notes
1. No conflicts of interest exist between the candidates and the Company.
2. BABA Chiharu, YAMAMOTO Mayumi and KAWARATANI Shinichi are candidates for Outside Director, and have been registered as independent
directors in accordance with the provisions of Tokyo Stock Exchange, Inc.
3. The Company has concluded agreements limiting liability for damages under Article 423, paragraph (1) of the Companies Act with BABA Chiharu,
YAMAMOTO Mayumi and KAWARATANI Shinichi pursuant to Article 427, paragraph (1) of the same Act. The limit on liability forcompensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies
Act. The agreements to limit liability will be renewed if the candidates are re-elected.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act withan insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If each of the candidates are elected as Director, they will be insured under the insurance policy.
Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.
5. The term of office of BABA Chiharu as an Outside Director of the Company will be four years as of the conclusion of this Ordinary General Meetingof Shareholders.
6. The term of office of YAMAMOTO Mayumi as an Outside Director of the Company will be two years as of the conclusion of this Ordinary General
Meeting of Shareholders.
7. The term of office of KAWARATANI Shinichi as an Outside Director of the Company will be one year as of the conclusion of this Ordinary General
Meeting of Shareholders.
8. In the event the candidate for Outside Director has been appointed as a director or auditor of another joint stock company in the past five years, any
improper business execution in said joint stock company during his/her term of office
In response to a business improvement recommendation from the Electricity and Gas Market Surveillance Commission of the Ministry of
Economy, Trade and Industry on May 16, 2018 concerning the incorrect settlement of contributions for construction in special high-voltage
facility construction, Tohoku Electric Power Co., Inc., where candidate for Outside Director BABA Chiharu served as an Outside Audit andSupervisory Board Member from June 2015 to June 2018, announced on May 31 that it would report on measures to prevent recurrence to theCommission, and the voluntary return of officer remuneration by the relevant officer in charge of the division.
Mr. Baba was not aware of the facts until they were discovered, but has always executed his duties appropriately at the company, such as
expressing opinions and issuing warnings from the perspective of legal compliance. Furthermore, after the facts were revealed, he expressed
opinions on thorough investigation of the facts and prevention of recurrences, and has fulfilled his duties.

Proposal No.
4:

Election of Two Corporate Auditors of MIRAIT Holdings Corporation(Term of Office: June 14 to 30, 2022)

The terms of office of Corporate Auditors SEKI Hiroshi and KATSUMARU Chiaki will end upon the
conclusion of the General Meeting. Therefore, the Company proposes to elect two Corporate Auditors.
This proposal has received the approval of the Board of Corporate Auditors
The candidates for Corporate Auditors are as follows.

Candidate
No.

1

SEKI Hiroshi

Career Summary, Status and Significant Positions Concurrently Held

June 2007
July 2010
July 2011
Reelection

OutsideIndepend
ent

Date of birthJune 2014

September 24, 1957
June 2015
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

20/20 (100%)
Attendance at meetings of theBoard of Corporate Auditors

11/11 (100%)

June 2017
June 2018

General Manager of Tochigi Branch, Nippon Telegraph andTelephone East Corporation
Senior Vice President and General Manager of Sales Department,
NTT Number Information Co., Ltd. (currently NTT TownPage
Corporation)
Senior Vice President and General Manager of DirectoryManagement Department, NTT Number Information Co., Ltd.
(currently NTT TownPage Corporation)
Senior Vice President, General Manager of DirectoryManagement Department and General Manager of Service
Development Department, NTT TownPage Corporation
Executive Vice President, General Manager of DirectoryManagement Department and General Manager of Service
Development Department, NTT TownPage Corporation
Executive Vice President, General Manager of Marketing
Headquarters, NTT TownPage Corporation
Standing Corporate Auditor of MIRAIT Holdings Corporation(to present)

Reason for Nomination as a Candidate for Corporate Auditor
SEKI Hiroshi has abundant experience in various areas in the telecommunicationsindustry including corporate sales in the business operations of Nippon Telegraph andTelephone East Corporation and its group companies, and has served as a Corporate
Auditor of the Company since June 2018. He has been nominated for re-election as
Corporate Auditor because the Company has determined that he is a suitable person formaintaining the structure of MIRAIT Holdings Corporation for the period from June 14
to June 30, 2022.

Candidate
No.

2

KATSUMARU Chiaki(ISHIKAWA Chiaki)

Career Summary, Status and Significant Positions Concurrently Held

Reelection

OutsideIndepend
ent

Date of birthAugust 4, 1960
Number of the Company’s shares
owned

300shares
Attendance at meetings of theBoard of Directors

20/20 (100%)
Attendance at meetings of theBoard of Corporate Auditors

11/11 (100%)

March 1986

Registered as Certified Public Accountant

June 1986

Joined Showa Ota & Co. Shikoku Office (Currently Ernst &Young ShinNihon LLC Takamatsu Office)November 2002

Outside Corporate Auditor, Anabuki Kosan Inc. (to present)

February 2006

Joined Certified Tax Accountant Firm Ishikawa Office
Accounting (to present)
Chairperson of Shikoku Chapter, Japanese Institute of Certified
Public Accountants
Corporate Auditor of MIRAIT Holdings Corporation (to present)

June 2016
June 2018

Reason for Nomination as a Candidate for Corporate Auditor
KATSUMARU Chiaki has an extensive career and a high level of expert knowledge
concerning corporate finance and accounting serving as a certified public accountant for
many years in major audit firms and accounting companies, and she has served as a
Corporate Auditor of the Company since June 2018. She has been nominated for reelection as Corporate Auditor because the Company has determined that she is a suitableperson for maintaining the structure of MIRAIT Holdings Corporation for the period
from June 14 to June 30, 2022.

Notes
1. No conflicts of interest exist between the candidates and the Company.
2. SEKI Hiroshi and KATSUMARU Chiaki are candidates for Outside Corporate Auditor, and have been registered as independent directors inaccordance with the provisions of Tokyo Stock Exchange, Inc.
3. The Company has concluded agreements limiting liability for compensation of damages under Article 423, paragraph (1) of the Companies Act
with SEKI Hiroshi and KATSUMARU Chiaki pursuant to Article 427, paragraph (1) of the same Act. The limit on liability for compensation ofdamages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies Act. The
agreements to limit liability will be renewed if the candidates are re-elected.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act withan insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If each of the candidates are elected as Corporate Auditor, they will be insured under the insurance
policy. Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.
5. The terms of office of SEKI Hiroshi and KATSUMARU Chiaki as Outside Corporate Auditors of the Company will be four years as of the conclusionof this Ordinary General Meeting of Shareholders.

Proposal No.
5:Election of One Substitute Corporate Auditor of MIRAIT Holdings
Corporation (Term of Office: June 14 to 30, 2022)

Due to the effect of the election of the current substitute Corporate Auditor being until the commencementof this General Meeting, the Company proposes to elect one substitute Corporate Auditor again in case of avacancy of the Corporate Auditors specified by laws and regulations.
This proposal has received the approval of the Board of Corporate Auditors
The candidate for substitute Corporate Auditor is as follows.

KONNO Hideyuki
Career Summary, Status and Significant Positions Concurrently Held

May 1979

Joined Tokyo Metropolitan Government

June 2007

July 2012

General Manager of Information Systems Division, Bureau ofGeneral Affairs
General Manager of Housing Policy Promotion Division, Bureau
of Urban Development
General Manager of Environmental Policy Division, Bureau ofEnvironment
Deputy Director of Bureau of Environment

September 2013

Senior Managing Director, Tokyotoshokuin Credit Cooperative

August 2016

President, TOKYO AID CENTER Co., Ltd.

June 2018

Outside Corporate Auditor, MIRAIT Corporation (to present)

July 2009
July 2010
Newelection

OutsideIndepend
ent

Date of birthAugust 2, 1954
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors―
Attendance at meetings of theBoard of Corporate Auditors―

Reason for Nomination as a Candidate for Substitute Corporate Auditor
KONNO Hideyuki joined the Tokyo Metropolitan Government and has advanced
insight and extensive experience developed in the areas of administration and public
policy, and also has experience in senior management such as serving as President ofTOKYO AID CENTER Co., Ltd. He provides appropriate opinions from an independent
standpoint as an Outside Corporate Auditor of the Company’s subsidiary MIRAIT
Corporation, and the Company has determined that he is capable of contributing to theenhancement of transparency and the strengthening of the supervisory functions of theBoard of Directors and submits him as a candidate for substitute Corporate Auditor
because he is suitable for the supervision of management of the Company and can be
expected to fulfill this role if he is elected as a Corporate Auditor.

Notes
1. No special interests exist between the candidate and the Company.
2. KONNO Hideyuki is a candidate for substitute Outside Corporate Auditor, and will be registered as an independent director in accordance with theprovisions of Tokyo Stock Exchange, Inc. if he is appointed.
3. The Company intends to conclude an agreement limiting liability for compensation of damages under Article 423, paragraph (1) of the Companies
Act with KONNO Hideyuki pursuant to Article 427, paragraph (1) of the same Act if he is appointed as an Outside Corporate Auditor. The limit
on liability for compensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of
the Companies Act.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act withan insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If the candidate is appointed as Outside Corporate Auditor, he will be insured under the insurance
policy. Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.

Proposal No.
6:

Election of 14 Directors (excluding Directors who are Audit andSupervisory Committee Members) of MIRAIT ONE Corporation(Term of Office: From July 1, 2022)

The Company will make the transition to a Company with an Audit and Supervisory Committee on thecondition of the approval of Proposal No. 2 “Partial Amendment of the Articles of Incorporation.” As thiswill result in the expiration of the terms of office of all Directors, the Company proposes the election of 14
Directors (excluding Directors who are Audit and Supervisory Committee Members).
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.
The candidates for Director (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.
Candidate
No.

Name

Current Position

Attendance at Meetings of the Boardof Directors

1

NAKAYAMA
Toshiki

Reelection

Representative Director

20/20 (100%)2

TOTAKE
Yasushi

Reelection

Director

20/20 (100%)3

TAKAHASHI
MasayukiNewelection――

4

MIYAZAKI
TatsumiNew
election――

5

TSUKAMOTO
Masakazu

Reelection

Director

20/20 (100%)

6

TAKAYA
YoichiroNewelection――

7

WAKIMOTO
HiroshiNewelection――

Candidate
No.

Name

Current Position

Attendance at Meetings of the Boardof Directors

8IGARASHI
KatsuhikoReelection

Director

20/20 (100%)

9OHASHI
HirokiNewelection――

10

TAKAGI
YasuhiroNewelection――

11

BABA Chiharu

ReIndepend
Outsideelectionent

Director

20/20 (100%)

12

YAMAMOTO
Mayumi

ReIndepend
Outsideelectionent

Director

20/20 (100%)

13

KAWARATANI Shinichi

ReIndepend
Outsideelectionent

Director

16/16 (100%)

14

TSUKASAKI
Yuko

New
Independ
Outsideelectionent――

Independ
entCandidate
No.

1

NAKAYAMA Toshiki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2011
June 2012
July 2013
Reelection

June 2014
Date of birthJanuary 29, 1958

June 2015
June 2016

Number of the Company’s shares
ownedJune 2018

14,513shares
Attendance at meetings of theBoard of Directors

June 2020

Senior Vice President, Strategic Business Development
Division, Nippon Telegraph and Telephone Corporation
Senior Vice President, General Manager of Frontier Services
Department, NTT DOCOMO, INC.
Senior Vice President, General Manager of Smart-life
Solutions Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager ofSmart-life Business Division, General Manager of Smart-life
Solutions Department, NTT DOCOMO, INC.
Executive Vice President, Executive General Manager ofSmart-life Business Division, NTT DOCOMO, INC.
Senior Executive Vice President, NTT DOCOMO, INC.
Senior Executive Vice President, MIRAIT Holdings
Corporation
President and Chief Executive Officer, MIRAIT Corporation(to present)
President, MIRAIT Holdings Corporation

June 2021

President, General Manager of The Group Formation
Preparation Office, MIRAIT Holdings Corporation

April 2022

President, General Manager of The Group Formation
Preparation Office, General Manager of The Organization
Formation Preparation Office, MIRAIT Holdings Corporation(to present)

20/20 (100%)[Status of Key Positions Held Concurrently]

President and Chief Executive Officer, MIRAIT Corporation
Reason for Nomination as a Candidate for Director
NAKAYAMA Toshiki has provided direction aimed at increasing corporate value of theGroup as a whole, implemented management reforms and developed new business byutilizing his strong leadership in a position of overseeing the management of the Group
as a whole as President of MIRAIT Holdings Corporation and President and Chief
Executive Officer of MIRAIT Corporation based on his abundant management
experience in the telecommunications industry. With the launch of MIRAIT ONE
Corporation on July 1, 2022, he has been nominated as a candidate for election asDirector because the Company has determined he is a suitable person for continuing thesustained enhancement of corporate value of the Group due to his character, knowledge
and excellent management skills.

Candidate
No.

2

TOTAKE Yasushi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2009
July 2012
June 2014
Reelection

June 2017
Date of birthJune 29, 1961
Number of the Company’s shares
ownedJune 2018
June 2019

6,609shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2020
June 2021
April 2022

General Manager of Kagoshima Branch, Nippon Telegraph andTelephone West Corporation
President, NTT Home Techno Corporation (currently NTT
FIELDTECHNO CORPORATION)
Senior Vice President, General Manager of the Service
Management Department, Plant Headquarters, Nippon
Telegraph and Telephone West Corporation
Senior Vice President and General Manager of the Network
Department, Plant Headquarters, Nippon Telegraph andTelephone West Corporation
Executive Vice President and General Manager of the Network
Department, Plant Headquarters, Nippon Telegraph andTelephone West Corporation
Director, Executive Vice President, General Manager ofEmerging Business Office, MIRAIT Holdings Corporation
Director, MIRAIT Corporation
Director, MIRAIT Technologies Corporation
Director, MIRAIT Holdings Corporation
President, MIRAIT Technologies Corporation
Director, Assistant Manager of The Group Formation
Preparation Office, MIRAIT Holdings Corporation
Director, Assistant Manager of The Group Formation
Preparation Office, Manager of Carrier West Company
Establishment Preparation Group, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation

Reason for Nomination as a Candidate for Director
TOTAKE Yasushi promotes the expansion of business and strengthening of systems of
the Group as a whole as Director of the Company and President of MIRAITTechnologies Corporation, which is its subsidiary, based on his abundant management
experience in the telecommunications industry and extensive knowledge and experiencein areas related to telecommunications facilities. He concurrently serves as a Director of
the Company to promote the unified business operation of the Group, and contributes tothe enhancement of corporate value of the Group as a whole. With the launch of MIRAITONE Corporation on July 1, 2022, he has been nominated as a candidate for election as
Director because the Company has determined he is a suitable person for continuing thesustained enhancement of corporate value of the Group due to his character, knowledge
and excellent management skills.

Candidate
No.

3

TAKAHASHI Masayuki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

August 2006
June 2010
June 2012

New
election
Date of birthJune 2015

January 29, 1960
June 2017
Number of the Company’s shares
ownedJune 2020

10,885shares

June 2021

Attendance at meetings of theBoard of Directors

April 2022―

General Manager of Next-generation Network Promotion
Office, 2nd Division, Nippon Telegraph and Telephone
Corporation
Director and General Manager of Network Services Division,
NTT-ME Corporation
Director and General Manager of the Maintenance and Service
Operation Department, Network Business Headquarters,
Nippon Telegraph and Telephone East Corporation
Director, Managing Executive Officer, General Manager of
Safety and Quality Management Division, MIRAIT
Corporation
Senior Managing Executive Officer, MIRAIT Corporation
Senior Managing Executive Officer, Managing Director of NTT
Business Headquarters, Managing Director West Japan
Headquarters, MIRAIT Corporation
Senior Managing Executive Officer, Managing Director WestJapan Headquarters, MIRAIT Corporation (to present)
Senor Managing Executive Officer, Manager of Carrier East
Company Establishment Preparation Group, The Organization
Formation Preparation Office, MIRAIT Holdings Corporation(to present)

Reason for Nomination as a Candidate for Director
TAKAHASHI Masayuki has provided direction aimed at increasing corporate value of
the Group as a whole and implemented management reforms and developed new
business by utilizing his strong leadership in a position responsible for the NTT businessas Senor Managing Executive Officer of MIRAIT Corporation, which is a subsidiary of
the Company, based on his abundant management experience in the telecommunicationsindustry.
With the launch of MIRAIT ONE Corporation on July 1, 2022, he has been nominatedas a candidate for election as Director because the Company has determined he is asuitable person for the sustained enhancement of corporate value of the Group due to his
character, knowledge and excellent management skills.

Candidate
No.

4MIYAZAKI Tatsumi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2004
July 2006
July 2017
New
election
Date of birthJune 2018

January 12, 1962
Number of the Company’s shares
owned

4,721shares

June 2019

June 2020

Attendance at meetings of theBoard of Directors―

April 2022

General Manager of Kagoshima Branch and Miyazaki Branch,
Nippon Telegraph and Telephone West Corporation
Executive Officer and General Manager of Solution Promotion
Department, Solution Business Headquarters, Nippon
Telegraph and Telephone West Corporation
Executive Officer, General Manager of Tokyo Branch andAssistant General Manager of Solution Business Headquarters,
MIRAIT Technologies Corporation
Managing Executive Officer, General Manager of Tokyo
Branch, Assistant General Manager of Solution Business
Headquarters and General Manager of East Japan Business
Unit, MIRAIT Technologies Corporation
Director, Managing Executive Officer, General Manager ofTokyo Branch, Assistant General Manager of Solution Business
Headquarters and General Manager of East Japan Business Unit,
MIRAIT Technologies Corporation
Director, Senior Managing Executive Officer, General Manager
of Solutions Business Promotion Headquarters, MIRAITTechnologies Corporation (to present)
Senior Executive Vice President, Manager of Solution
Company Establishment Preparation Group, The Organization
Formation Preparation Office and Manager of Future Business
Promotion Headquarters Establishment Preparation Group,
MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate for Director
MIYAZAKI Tatsumi has extensive management experience in the telecommunicationsindustry, and has also contributed to the strengthening of the management base byplanning and promoting solution business strategy and overseeing new businessdevelopment promotion and overseas business as a Director and Senior Managing
Executive Officer of MIRAIT Technologies Corporation, which is a subsidiary of theCompany. With the launch of MIRAIT ONE Corporation on July 1, 2022, he has been
nominated as a candidate for election as Director because the Company has determined
he is a suitable person for the sustained enhancement of corporate value of the Group
due to his character, knowledge and excellent management skills.

Candidate
No.

5

TSUKAMOTO Masakazu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2008
July 2010
June 2013
Reelection

June 2017
Date of birthJanuary 6, 1960
Number of the Company’s shares
owned

5,006shares
Attendance at meetings of theBoard of Directors

June 2019

April 2022

General Manager of Accounting & Finance Department, NTT
Urban Development Corporation
General Manager of Auditor’s Office, Nippon Telegraph andTelephone Corporation
Senior Vice President and General Manager of Kansai Branch
Office, NTT FINANCE CORPORATION
Senior Vice President and Senior Executive Manager of Sales
and Marketing Department, Leasing Business Headquarters,
NTT FINANCE CORPORATION
Director, Executive Vice President, General Manager ofFinance and Accounting Department, General Manager of M's
Brain Center and General Manager of Finance and Accounting
Division, MIRAIT Holdings Corporation
Director, Executive Vice President, General Manager ofFinance and Accounting Department, General Manager of M's
Brain Center and General Manager of Finance and Accounting
Division, Manager of Staff Organization Establishment
Preparation Group, The Organization Formation Preparation
Office, MIRAIT Holdings Corporation (to present)

20/20 (100%)
Reason for Nomination as a Candidate for Director
TSUKAMOTO Masakazu contributes to the enhancement of the management base byhandling improvement and strengthening of the Group’s financial standing, along withcash management from the position of overseeing financial strategy of the Group as awhole as the officer responsible for finance. With the launch of MIRAIT ONE
Corporation on July 1, 2022, he has been nominated as a candidate for election as
Director because the Company has determined he is a suitable person for continuing thesustained enhancement of corporate value of the Group due to his character, knowledge
and excellent management skills.

Candidate
No.

6

TAKAYA Yoichiro

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2008
June 2012
June 2015
New
election

June 2017
Date of birth

November 11, 1964

June 2019
June 2020

Number of the Company’s shares
owned

1,740shares
Attendance at meetings of theBoard of Directors―

April 2022

General Manager of Strategic Business Development Office,Nippon Telegraph and Telephone Corporation
Vice President, Strategic Business Development Division,
Nippon Telegraph and Telephone Corporation
General Manager of Fifth Sales Division, NTT
Communications Corporation
Senior Vice President and General Manager of Fifth Sales
Division, NTT Communications Corporation
Senior Vice President and General Manager of Third Sales
Division, NTT Communications Corporation
Director, Managing Executive Officer, General Manager of
Solution Business Unit and General Manager of Tohoku
Reconstruction Support Office, MIRAIT Corporation (topresent)
Executive Vice President, Manager of Solution Company
Establishment Preparation Group, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate for Director
TAKAYA Yoichiro has contributed to the strengthening of the management base byplanning and promoting solution business strategy and overseeing new businessdevelopment promotion as a Director and Managing Executive Officer of MIRAIT
Corporation, which is a subsidiary of the Company based on his abundant management
experience in the telecommunications industry. With the launch of MIRAIT ONE
Corporation on July 1, 2022, he has been nominated as a candidate for election as
Director because the Company has determined he is a suitable person for the sustained
enhancement of corporate value of the Group due to his character, knowledge andexcellent management skills.

Candidate
No.

7

WAKIMOTO Hiroshi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

September 2009

General Manager of Frontier Services Department, NTT
DOCOMO, INC.

June 2012

General Manager of Planning and Coordination Office, NTT
DOCOMO, INC.
Director, mmbi, Inc.

July 2015
New
election
Date of birth

March 18, 1964

February 2016

President, mmbi, Inc.
General Manager of Platform Business Promotion Department,
NTT DOCOMO, INC.

July 2016

Executive Officer, General Manager of Corporate Planning
Department and Strategy Department, MIRAIT Corporation
Executive Officer, General Manager of West Japan Branch,
MIRAIT Corporation
Managing Executive Officer, General Manager of Kansai
Branch, MIRAIT Corporation (to present)
Executive Vice President, Manager of Staff Organization
Establishment Preparation Group, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation (to present)

June 2020
Number of the Company’s shares
ownedJune 2021

4,896shares

April 2022

Attendance at meetings of theBoard of Directors―
Reason for Nomination as a Candidate for Director
WAKIMOTO Hiroshi, has gained management experience as Director and President ofmmbi, Inc., which is a smartphone broadcasting company that is a subsidiary of NTT
DOCOMO, INC. and contributed to strengthening of the management base as Executive
Officer and General Manager of the Corporate Planning Department and Strategy
Department and as Managing Executive Officer and General Manager of Kansai Branchof MIRAIT Corporation, which is a subsidiary of the Company based on his abundant
management experience in the telecommunications industry. With the launch of
MIRAIT ONE Corporation on July 1, 2022, he has been nominated as a candidate forelection as Director because the Company has determined he is a suitable person for thesustained enhancement of corporate value of the Group due to his character, knowledge
and excellent management skills.

Candidate
No.

8

IGARASHI Katsuhiko

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
June 2009
June 2012
Reelection

July 2014
Date of birth

October 2014

May 1, 1959
Number of the Company’s sharesowned

14,819shares
Attendance at meetings of theBoard of Directors

June 2017

June 2020

General Manager of Corporate Sales, Kanagawa Branch,
Nippon Telegraph and Telephone East Corporation
General Manager of Gunma Branch, Nippon Telegraph andTelephone East Corporation
General Manager of Miyagi Branch and General Manager of
Tohoku Reconstruction Office, Nippon Telegraph andTelephone East Corporation
Executive Officer and General Manager of NTT Business Unit,
MIRAIT Corporation
Executive Officer, General Manager of NTT Business Unit andGeneral Manager of Tohoku Reconstruction Support Office,
MIRAIT Corporation
Director, Managing Executive Officer, General Manager of
NTT Business Headquarters and General Manager of Tohoku
Reconstruction
Management
Department,
MIRAIT
Corporation
President, TTK Co., Ltd. (to present)
Director of MIRAIT Holdings Corporation (to present)

20/20 (100%)
Reason for Nomination as a Candidate for Director
IGARASHI Katsuhiko has driven the NTT business of MIRAIT Corporation and also
has experience directing management as President of the Company’s subsidiary TTKCo., Ltd. and has promoted the Group’s business operations in the Tohoku Area andcontributed to expansion of business and strengthening of the structure of the Group asa whole. With the launch of MIRAIT ONE Corporation on July 1, 2022, he has been
nominated as a candidate for election as Director because the Company has determined
he is a suitable person for continuing the sustained enhancement of corporate value of
the Group due to his character, knowledge and excellent management skills.

Candidate
No.

9

OHASHI Hiroki

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2008
June 2013
July 2015

New
election
Date of birth

May 9, 1962
Number of the Company’s shares
owned

6,388shares
Attendance at meetings of theBoard of Directors―

March 2016
June 2021

General Manager of Personnel Department, Nippon Telegraphand Telephone West Corporation
President, NTT Solmare Corporation
General Manager of Shikoku Regional Headquarters andGeneral Manager of Ehime Branch, Nippon Telegraph andTelephone West Corporation
Assistant General Manager of NTT Business Headquarters,
SOLCOM CO., Ltd.
Executive Vice President, General Manager of NTT Business
Headquarters, SOLCOM CO., Ltd.
Executive Vice President, Assistant General Manager ofCorporate Strategy Division, Assistant Manager of Secretariatof The Group Formation Preparation Office, MIRAIT Holdings
Corporation (to present)

Reason for Nomination as a Candidate for Director
OHASHI Hiroki has abundant management experience as President of NTT Solmare
Corporation and Managing Director of SOLCOM CO., Ltd., which is a subsidiary of the
Copay, and is currently engaged in the creation of a new structure as one of the people
responsible for establishing the new Group structure for the establishment of theCompany’s new Group based on his abundant management experience in thetelecommunications industry. With the launch of MIRAIT ONE Corporation on July 1,
2022, he has been nominated as a candidate for election as Director because theCompany has determined he is a suitable person for the sustained enhancement ofcorporate value of the Group due to his character, knowledge and excellent management
skills.

Candidate
No.

10

TAKAGI Yasuhiro

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2006
July 2008
July 2011
New
election

July 2014
Date of birth

May 31, 1964
July 2017
Number of the Company’s shares
owned

6,281shares
Attendance at meetings of theBoard of Directors―

General Manager of Personnel Department, Nippon Telegraphand Telephone West Corporation
General Manager of Network Department, Nippon Telegraphand Telephone West Corporation
General Manager of Nara Branch, Nippon Telegraph andTelephone West Corporation
Director, General Manager of Facilities Department, NTT
Home Techno Corporation (currently NTT FIELDTECHNO
CORPORATION)
General Manager of Personnel Department, Nippon Telegraphand Telephone West Corporation
Executive Officer and Assistant General Manager of Solution
Business Headquarters, MIRAIT Technologies Corporation

June 2019

Vice President, Shikokutsuken Corporation

June 2020

President, Shikokutsuken Corporation (to present)

Reason for Nomination as a Candidate for Director
TAKAGI Yasuhiro has contributed to the enhancement of the Group’s corporate value
based on his abundant management experience in the telecommunications industry byengaging in the promotion of sales in the solutions business as the Assistant General
Manager of Solution Business Headquarters at MIRAIT Technologies Corporation,
which is a subsidiary of the Company, and then promoting the Group’s business
operations in the Shikoku area as the President of Shikokutsuken Corporation, which isalso a subsidiary of the Company. With the launch of MIRAIT ONE Corporation on
July 1, 2022, he has been nominated as a candidate for election as Director because theCompany has determined he is a suitable person for the sustained enhancement ofcorporate value of the Group due to his character, knowledge and excellent management
skills.

Candidate
No.

11

BABA Chiharu

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2005
June 2007

Reelection

OutsideIndepend
ent

Date of birth

November 15, 1950

June 2012

Corporate Auditor (Full-time), JX Nippon Mining & Metals
Corporation

June 2015

Outside Director, Saitama Resona Bank, Limited
Outside Corporate Auditor, Tohoku Electric Power Co., Inc.

June 2017

Outside Director (Member of Audit Committee), Resona
Holdings, Inc.

June 2018

Outside Director of MIRAIT Holdings Corporation (to present)
Outside Director (Member of Audit and Supervisory
Committee), Tohoku Electric Power Co., Inc.
Outside Director (Chairman of Audit Committee), Resona
Holdings, Inc. (to present)

Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

Deputy President (Representative Director), Mizuho Trust &Banking Co., Ltd.
Corporate Auditor (Full-time), Japan Energy Corporation(currently ENEOS Corporation)

June 2020

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
BABA Chiharu possesses a abundant experience in corporate management and a wide
range of knowledge spanning financial accounting, risk management and generalmanagement, and has fulfilled his role as Outside Director. His insight and knowledge
make him qualified for the supervision of management, and he has been nominated as a
candidate for re-election as Outside Director to improve transparency of the Board of
Directors and strengthen its supervisory functions. The Company proposes him as a
candidate for Outside Director because his insight and knowledge on governance inJapan and abroad make him suitable for the supervision of management of the Group,and because he can be expected to fulfill this role.

Candidate
No.

12

YAMAMOTO Mayumi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

Reelection

OutsideIndepend
ent

Date of birth

February 11, 1956

April 1984

Registered as attorney at Law
Joined Takeo Ishiguro Law Office

September 1990

Established New Ginza Sogo Law Office

January 2005

Established Ginza Shinmeiwa Law Office (to present)

December 2010

Public Interest Member of the Central Labour Relations
Commission
Member of the Financial System Council, Financial Services
Agency (to present)
External Audit & Supervisory Board Member, Morinaga Milk
Industry Co., Ltd.
Outside Director of MIRAIT Holdings Corporation (topresent)
Outside Director, JCU Corporation (to present)

January 2019
June 2019
June 2020

Number of the Company’s shares
ownedJune 2021

0shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
YAMAMOTO Mayumi has advanced expertise and abundant experience concerning
legal affairs as an attorney at law, and has also served as a member of government
councils including as a public interest member of the Central Labour Relations
Commission. She is qualified for the supervision of management from an objective andspecialized perspective. Although she has not been involved in corporate management,
the Company proposes her as a candidate for Outside Director because her advanced
expert knowledge corporate law and insight and knowledge gained through experiencein government organizations make her suitable for the supervision of management of theGroup, and because she can be expected to fulfill this role.

Candidate
No.

13

KAWARATANI Shinichi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

November 1988

January 2014

President, Atlux Corporation (currently NOC Outsourcing &Consulting Inc.)
General Manager of Information and Communications
Division, New York Office, Nissho Iwai American Corporation(currently Sojitz Corporation of America)
CEO, Entrepia Ventures, Inc.
Assistant General Manager of Industrial Information Group,
Sojitz Corporation
Representative Director and President, Nissho Electronics
Corporation
Representative Director, VistaNet, Inc. (to present)

June 2021

Outside Director of MIRAIT Holdings Corporation (to present)

October 1997

Reelection

OutsideIndepend
ent

Date of birthJune 26, 1955

November 1999
April 2007
April 2011

Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

16/16 (100%)

Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
KAWARATANI Shinichi has been involved in business investment and thedevelopment of new businesses in the area of information and communications for many
years, and has insight into the management of an information and communications
company based on his experience as representative director and president of a company
providing IT solutions. Furthermore, he has worked on the creation of a variety of new
businesses in Japan and abroad as CEO of a venture capital company, and has extensive
business experience overseas such as in the United States. His insight and knowledge ofcreating and developing new business in Japan and abroad, in addition to corporate
management of a global business make him suitable for the supervision of managementof the Group, and because he can be expected to fulfill this role, he has been nominatedas a candidate Outside Director to improve transparency of the Board of Directors andstrengthen its supervisory functions.

Candidate
No.

14

TSUKASAKI Yuko

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

August 2007
August 2009
July 2010
Newelection

OutsideIndepend
ent

Date of birth

April 17, 1961

July 2011
April 2012
April 2015

Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

April 2016
September 2018
April 2020

Director, Gender Equality Promotion Division, Gender
Equality Bureau, Cabinet OfficeCounselor for Policy Evaluation, Ministry of Health, Labourand Welfare
Manager of Family Balance Department, Equal Employment,Children and Families Bureau, Ministry of Health, Labour andWelfareCounselor, National Public Service Ethics Board, National
Personnel Authority
Director, Life Planning Division, Remuneration Bureau,
National Personnel Authority
Director, General Affairs Division, Secretariat of the National
Personnel Authority
Professor, Chiiki Koso Kenkyujo, Taisho University (topresent)
Professor, Department of Regional Development, Taisho
University
Professor, Department of Public Policy, Faculty of Social
Coexistence, Taisho University (to present)―
Reason for Nomination as a Candidate for Outside Director and Overview of Expected
Roles
TSUKASAKI Yuko has served in key positions in the Ministry of Health, Labour andWelfare for many years and also served as the Director of the Gender Equality
Promotion Division of the Gender Equality Bureau in the Cabinet Office, and has
advanced insight and extensive experience on topics such as promotion of participation
by women and diversity. Furthermore, after retiring from office, she has taught as aprofessor of Taisho University, and has extensive experience and advanced insight andexpertise in the areas of regional development and public policy. Although she has notbeen involved in management of a company, the Company has determined that she
would be suitable as an Outside Director of the Company for further strengthening
management supervision functions by utilizing her knowledge of a wide range of
specialized areas obtained through drafting policy in government and utilizing her
knowledge of regional development to promote ESG management in the Company,
which builds and operates industrial and social infrastructure facilities.

Notes
1. No conflicts of interest exist between the candidates and the Company.
2. BABA Chiharu, YAMAMOTO Mayumi and KAWARATANI Shinichi are candidates for Outside Director, and have been registered as independent
directors in accordance with the provisions of Tokyo Stock Exchange, Inc. TSUKASAKI Yuko will also be registered as an independent directorin accordance with the provisions of Tokyo Stock Exchange, Inc.
3. The Company has concluded agreements limiting liability for compensation of damages under Article 423, paragraph (1) of the Companies Act
with BABA Chiharu, YAMAMOTO Mayumi and KAWARATANI Shinichi pursuant to Article 427, paragraph (1) of the same Act. The limit on
liability for compensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of theCompanies Act. The agreements to limit liability will be renewed if the candidates are re-elected. An agreement to limit liability will also be
concluded with TSUKASAKI Yuko if she is elected.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act withan insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If each of the candidates are elected as Director, they will be insured under the insurance policy.
Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.
5. The term of office of BABA Chiharu as an Outside Director of the Company will be four years as of the conclusion of this Ordinary General Meetingof Shareholders.
6. The term of office of YAMAMOTO Mayumi as an Outside Director of the Company will be two years as of the conclusion of this Ordinary General
Meeting of Shareholders.
7. The term of office of KAWARATANI Shinichi as an Outside Director of the Company will be one year as of the conclusion of this Ordinary General
Meeting of Shareholders.
8. OHASHI Hiroki will be appointed as Director of SOLCOM CO., Ltd. as of the conclusion of the Ordinary General Meeting of Shareholders of
SOLCOM CO., Ltd. to be held on June 10, 2022.
9. In the event the candidate for Outside Director has been appointed as a director or auditor of another joint stock company in the past five years, any
improper business execution in said joint stock company during his/her term of office
In response to a business improvement recommendation from the Electricity and Gas Market Surveillance Commission of the Ministry of
Economy, Trade and Industry on May 16, 2018 concerning the incorrect settlement of contributions for construction in special high-voltage
facility construction, Tohoku Electric Power Co., Inc., where candidate for Outside Director BABA Chiharu served as an Outside Audit andSupervisory Board Member from June 2015 to June 2018, announced on May 31 that it would report on measures to prevent recurrence to theCommission, and the voluntary return of officer remuneration by the relevant officer in charge of the division. Mr. Baba was not aware of thefacts until they were discovered, but has always executed his duties appropriately at the company, such as expressing opinions and issuing
warnings from the perspective of legal compliance. Furthermore, after the facts were revealed, he expressed opinions on thorough investigationof the facts and prevention of recurrences, and has fulfilled his duties.

Proposal No.
7:

Election of Five Directors who are Audit and Supervisory Committee
Members of MIRAIT ONE Corporation (Term of Office: From July 1,
2022)

The Company will make the transition to a Company with an Audit and Supervisory Committee on thecondition of the approval of Proposal No. 2 “Partial Amendment of the Articles of Incorporation.” Therefore,
the Company proposes to elect five Directors who are Audit and Supervisory Committee Members.
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
Candidate
No.

Name

1

YAMAMOTO
Yasuhiro

2

AOYAMA
Koji

3

SEKI Hiroshi

4

KATSUMARU
ChiakiCurrent Position

Attendance at Meetings of the Boardof Directors

Newelection

Director

20/20 (100%)Newelection

Director

20/20 (100%)

New
Independ
Outsideelectionent

Corporate Auditor

20/20 (100%)

New
Independ
Outsideelectionent

Corporate Auditor

20/20 (100%)

New
Independ
Outsideelectionent――(ISHIKAWA Chiaki)

5

SUEMORI
ShigeruCandidate
No.

1

YAMAMOTO Yasuhiro

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

July 2002
August 2008
June 2011
New
election

June 2012
Date of birthJanuary 9, 1959
July 2013
Number of the Company’s shares
owned

9,579shares

June 2016

Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2020
April 2022

General Manager of 5th Division, Nippon Telegraph andTelephone Corporation
General Manager of Hokkaido Branch, Nippon Telegraph andTelephone East Corporation
General Manager of Private Sector Sales Division, Corporate
Business Promotion Headquarters, Nippon Telegraph andTelephone East Corporation
Director, Assistant General Manager of Corporate Business
Promotion Headquarters and General Manager of Private Sector
Sales Division, Nippon Telegraph and Telephone East
Corporation
Director, Assistant General Manager of Corporate Sales
Promotion Headquarters and General Manager of Private Sector
Sales Division, Nippon Telegraph and Telephone East
Corporation
Director, Executive Vice President, General Manager ofCorporate Affairs Department, General Manager of M's Brain
Center General Affairs Division, MIRAIT Holdings
Corporation
Director, Managing Executive Officer, General Manager ofCompliance Promotion Department, MIRAIT Corporation (topresent)
Director, Executive Vice President, General Manager ofCorporate Affairs Department, General Manager of M's Brain
Center General Affairs Division, The Organization Formation
Preparation Office, MIRAIT Holdings Corporation (to present)

Reason for Nomination as a Candidate as Director Who Is an Audit and Supervisory
Committee Member
YAMAMOTO Yasuhiro promotes general affairs and personnel affairs from theposition of overseeing general affairs and personnel affairs of the Group as a whole as
the officer responsible for general affairs and personnel affairs, and also contributes toenhancement of the legal and compliance base and enhancement of the managementbase as the General Manager of the Compliance Promotion Department of MIRAIT
Corporation. The Company will make the transition to a Company with an Audit andSupervisory Committee with the launch of MIRAIT ONE Corporation on July 1, 2022
to enhance governance, and the Company has nominated the candidate because it hasdetermined that he is a suitable person to serve as a Director who is an Audit andSupervisory Committee Member of the Company for strengthening management
supervisory functions due to his character, knowledge and management experience.

Candidate
No.

2

AOYAMA Koji

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

April 2000

General Manager of Human Resources Department, NTT
Communications Corporation

July 2000

General Manager of 1st Division, Nippon Telegraph andTelephone Corporation
General Manager of Ubiquitous Service Department, NTT
DOCOMO, INC.

June 2007
New
election

June 2011
Date of birthJune 2013

January 10, 1959
June 2016
Number of the Company’s shares
ownedJune 2017

7,255shares
Attendance at meetings of theBoard of Directors

June 2020

20/20 (100%)

July 2020
June 2021

April 2022

Senior Vice President and General Manager of Corporate Sales
and Marketing Department II, NTT DOCOMO, INC.
Senior Vice President and General Manager of Tohoku Branch,
NTT DOCOMO, INC.
Managing Executive Officer and Assistant General Manager of
Solution Business Headquarters, MIRAIT Corporation
Director, Managing Executive Officer, General Manager of
Solution Business Headquarters and General Manager of
Tohoku Reconstruction Management Department, MIRAIT
Corporation
Director, Executive Vice President, General Manager ofCorporate Strategy Division, MIRAIT Holdings Corporation
Director, Managing Executive Officer, General Manager of
Solutions Business Promotion Department, MIRAIT
Corporation (to present)
Director, Executive Vice President, General Manager ofCorporate Strategy Division, Manager of Secretariat of The
Group Formation Preparation Office, MIRAIT Holdings
Corporation
Director, Executive Vice President, General Manager ofCorporate Strategy Division, Manager of Secretariat of The
Group Formation Preparation Office, The Organization
Formation Preparation Office, MIRAIT Holdings Corporation(to present)

Reason for Nomination as a Candidate as Director Who Is an Audit and Supervisory
Committee Member
AOYAMA Koji has been engaged in the expansion of business in the solutions area andreform of the solutions business of the entire Group as Director of MIRAIT Corporation,and is currently engaged in the creation of a new structure as one f the people responsible
for the formation of the new Group system for the establishment of the Company’s newgroup. The Company will make the transition to a Company with an Audit andSupervisory Committee with the launch of MIRAIT ONE Corporation on July 1, 2022
to enhance governance, and the Company has nominated the candidate because it hasdetermined that he is a suitable person to serve as a Director who is an Audit andSupervisory Committee Member of the Company for strengthening management
supervisory functions due to his character, knowledge and management experience.

Candidate
No.

3

SEKI Hiroshi

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

June 2007
July 2010
July 2011
New
election

OutsideIndepend
ent

Date of birthJune 2014

September 24, 1957
June 2015
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2017
June 2018

General Manager of Tochigi Branch, Nippon Telegraph andTelephone East Corporation
Senior Vice President and General Manager of Sales Department,
NTT Number Information Co., Ltd. (currently NTT TownPage
Corporation)
Senior Vice President and General Manager of DirectoryManagement Department, NTT Number Information Co., Ltd.
(currently NTT TownPage Corporation)
Senior Vice President, General Manager of DirectoryManagement Department and General Manager of Service
Development Department, NTT TownPage Corporation
Executive Vice President, General Manager of DirectoryManagement Department and General Manager of Service
Development Department, NTT TownPage Corporation
Executive Vice President, General Manager of Marketing
Headquarters, NTT TownPage Corporation
Standing Corporate Auditor of MIRAIT Holdings Corporation(to present)

Reason for Nomination as a Candidate for Outside Director Who Is an Audit andSupervisory Committee Member and Overview of Expected Roles
SEKI Hiroshi has abundant experience in various areas in the telecommunicationsindustry including corporate sales in the business operations of Nippon Telegraph andTelephone East Corporation and its group companies, and has served as a Corporate
Auditor of the Company since June 2018. He conducts comprehensive and specialized
audits from a neutral and objective perspective, and the Company has nominated him asa candidate for Director who is an Audit and Supervisory Committee Member because
he is suitable for conducting supervision of the execution of duties of Directors and is
expected to fulfill his role as an Audit and Supervisory Committee Member.

Candidate
No.

4

KATSUMARU Chiaki(ISHIKAWA Chiaki)

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

New
election

OutsideIndependent

March 1986

Registered as Certified Public Accountant

June 1986

Joined Showa Ota & Co. Shikoku Office (Currently Ernst &Young ShinNihon LLC Takamatsu Office)November 2002

Outside Corporate Auditor, Anabuki Kosan Inc. (to present)

February 2006

Joined Certified Tax Accountant Firm Ishikawa Office
Accounting (to present)
Chairperson of Shikoku Chapter, Japanese Institute of Certified
Public Accountants
Corporate Auditor of MIRAIT Holdings Corporation (to present)

Date of birthAugust 4, 1960
Number of the Company’s shares
owned

300shares
Attendance at meetings of theBoard of Directors

20/20 (100%)

June 2016
June 2018

Reason for Nomination as a Candidate for Outside Director Who Is an Audit andSupervisory Committee Member and Overview of Expected Roles
KATSUMARU Chiaki has an extensive career and a high level of expert knowledge
concerning corporate finance and accounting serving as a certified public accountant for
many years in major audit firms and accounting companies, and she has served as a
Corporate Auditor of the Company since June 2018. She conducts comprehensive andspecialized audits from a neutral and objective perspective, and the Company has
nominated her as a candidate for Director who is an Audit and Supervisory Committee
Member because she is suitable for conducting supervision of the execution of duties of
Directors and is expected to fulfill her role as an Audit and Supervisory Committee
Member.

Candidate
No.

5

SUEMORI Shigeru

Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

New
election

OutsideIndepend
ent

November 2005

Sumitomo Electric Fiber Optic (Shenzhen), Ltd.

August 2009
January 2010

ManagerofOverseas
Promotion
Office,OpticalCommunications Business Unit, Sumitomo Electric Industries,
Ltd.
Vice President, Sumitomo Electric Fiber Optic (Shenzhen), Ltd.

February 2012

President, Hangzhou SEI-Futong Optical Fiber Co., Ltd.

November 2013

General Manager of Cable Manufacturing Department, OpticalCommunications Business Unit, Sumitomo Electric Industries,
Ltd.
General Manager of Optical Communications Business Unit,
Sumitomo Electric Industries, Ltd.
General Manager of Optical Communications Business Unit,
Sumitomo Electric Industries, Ltd.
President, Kiyohara Sumiden, Ltd.
Executive Officer, Assistant General Manager of Information
and Communications Headquarters and General Manager of
Optical Communications Business Unit, Sumitomo ElectricIndustries, Ltd.
Managing Executive Officer, General Manager of Information
and Communications Headquarters, Sumitomo ElectricIndustries, Ltd. (to present)
Outside Director, MIRAIT Technologies Corporation (topresent)

Date of birth

May 22, 1961
Number of the Company’s shares
owned

0shares

July 2015
July 2016
June 2019

Attendance at meetings of theBoard of Directors―

June 2020

Reason for Nomination as a Candidate for Outside Director Who Is an Audit andSupervisory Committee Member and Overview of Expected RolesSUEMORI Shigeru has been involved in the manufacture, development and quality
management of optical fiber cables for many years as an optical fiber expert at Sumitomo
Electric Industries, Ltd., and also has extensive experience in global business such as
handling the management of overseas group companies operated in that business. At
present, he is involved in the manufacture and development of optical fiber cables andnetworking equipment, etc. and new business development as Managing Executive
Officer and General Manager of the Information and Communications Headquarters of
Sumitomo Electric Industries.
His knowledge and insight on manufacturing and development of information andcommunication equipment, quality management and corporate management of global
business, and the Company has nominated him as a candidate for Director who is an
Audit and Supervisory Committee Member because he is suitable for conducting
supervision of the execution of duties of Directors and is expected to fulfill his role asan Audit and Supervisory Committee Member.

Notes
1. No conflicts of interest exist between the candidates and the Company.
2. SEKI Hiroshi and KATSUMARU Chiaki are candidates for Outside Director, and have been registered as independent directors in accordance withthe provisions of Tokyo Stock Exchange, Inc. They will continue to be independent directors is they are elected. SUEMORI Shigeru will also be
registered as an independent director in accordance with the provisions of Tokyo Stock Exchange, Inc. if he is elected.
3. The Company has concluded agreements limiting liability for compensation of damages as Corporate Auditors under Article 423, paragraph (1) of
the Companies Act with SEKI Hiroshi and KATSUMARU Chiaki pursuant to Article 427, paragraph (1) of the same Act. The limit on liability forcompensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies
Act. The agreements to limit liability will be renewed as Directors if the candidates are elected.
Agreements to limit liability will be concluded with YAMAMOTO Yasuhiro, AOYAMA Koji and SUEMORI Shigeru if they are elected as
Directors who are Audit and Supervisory Committee Members.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act withan insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If each of the candidates are elected Directors who are Audit and Supervisory Committee Members,
they will be insured under the insurance policy.
Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.
5. SEKI Hiroshi and KATSUMARU Chiaki are new Outside Director candidates. They are currently Outside Corporate Auditors of the Company, butthey will resign from their positions as Corporate Auditors upon the conclusion of this Ordinary General Meeting of Shareholders. The term ofoffice of the two candidates will be four years as of the conclusion of this Ordinary General Meeting of Shareholders.

Proposal No.
8:Election of One Substitute Director who is an Audit and Supervisory
Committee Member of MIRAIT ONE Corporation (Term of Office:From July 1, 2022)

The Company will make the transition to a Company with an Audit and Supervisory Committee on thecondition of the approval of Proposal No. 2 “Partial Amendment of the Articles of Incorporation.” Therefore,
the Company proposes to elect one substitute Director who is an Audit and Supervisory Committee Member
in case of a vacancy of the Directors who are Audit and Supervisory Committee Members specified by laws
and regulations.
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows.

KONNO Hideyuki
Career Summary, Status, Responsibilities and Significant Positions Concurrently Held

May 1979

Joined Tokyo Metropolitan Government

June 2007

July 2012

General Manager of Information Systems Division, Bureau ofGeneral Affairs
General Manager of Housing Policy Promotion Division, Bureau
of Urban Development
General Manager of Environmental Policy Division, Bureau ofEnvironment
Deputy Director of Bureau of Environment

September 2013

Senior Managing Director, Tokyotoshokuin Credit Cooperative

August 2016

President, TOKYO AID CENTER Co., Ltd.

June 2018

Outside Corporate Auditor, MIRAIT Corporation (to present)

July 2009
July 2010
Newelection

OutsideIndepend
ent

Date of birthAugust 2, 1954
Number of the Company’s shares
owned

0shares
Attendance at meetings of theBoard of Directors―

Reason for Nomination as a Candidate for Substitute Outside Director Who Is an Audit
and Supervisory Committee Member and Overview of Expected Roles
KONNO Hideyuki joined the Tokyo Metropolitan Government and has advanced
insight and extensive experience developed in the areas of administration and public
policy, and also has experience in senior management such as serving as President ofTOKYO AID CENTER Co., Ltd. He provides appropriate opinions from an independent
standpoint as an Outside Corporate Auditor of the Company’s subsidiary MIRAIT
Corporation, and the Company has determined that he is capable of contributing to theenhancement of transparency and the strengthening of the supervisory functions of theBoard of Directors and submits him as a candidate for substitute Outside Director Who
Is an Audit and Supervisory Committee Member because he is suitable for thesupervision of management of the Company and can be expected to fulfill this role if heis elected as an Outside Director Who Is an Audit and Supervisory Committee Member.

Notes
1. No special interests exist between the candidate and the Company.
2. KONNO Hideyuki is a candidate for substitute Outside Director Who Is an Audit and Supervisory Committee Member, and will be registered as anindependent director in accordance with the provisions of Tokyo Stock Exchange, Inc. if he is appointed.
3. The Company intends to conclude an agreement limiting liability for compensation of damages under Article 423, paragraph (1) of the Companies
Act with KONNO Hideyuki pursuant to Article 427, paragraph (1) of the same Act if he is appointed as an Outside Director Who Is an Audit andSupervisory Committee Member. The limit on liability for compensation of damages pursuant to the agreements is the Minimum Liability Amountspecified in Article 425, paragraph (1) of the Companies Act.
4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act with

an insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim
for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured
does not bear the cost of insurance premiums. If the candidate is appointed as a Director Who Is an Audit and Supervisory Committee Member, hewill be insured under the insurance policy.
Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed.

[Reference] Director Skill Matrix
The Board of Directors is made up of personnel with adequate knowledge and experience in theirrespective areas related to business management, regardless or whether inside or outside the Company,in order to effectively fulfill their roles and duties.
The expertise and experience required on the Board of Directors are as follows.
Constructio

Personnel,

Legal, Risk

New

Labor andManagemen

PublicGlobalBusiness

Human

t,

Policy andBusiness

Developmen

Resource

Corporaten andManagemenTechnology,
Sales and

operation ofMarketing

Facilities fort andFinancial

Innovation

Managemen

Accounting
Compliance

Academic

Developmen

andResearcht

Governanceand DXand FinanceCommunicatt Strategy
tions, etc.

Directors Who Are Not Audit and Supervisory Committee Members

NAKAYAM
A Toshiki

Insi
d e

〇

TOTAKE
Yasushi

Insi
d e

〇

〇

〇

〇

TAKAHASHI Masayuki

Insi
d e

〇

〇

〇

〇

MIYAZAKI
Tatsumi

Insi
d e

〇

〇

〇

〇

TSUKAMOTO
Masakazu

Insi
d e

〇

〇

〇

TAKAYA
Yoichiro

Insi
d e

〇

〇

〇

WAKIMOTO Hiroshi

Insi
d e

〇

〇

IGARASHI
Katsuhiko

Insi
d e

〇

OHASHIH i r o k i

Insi
d e

〇

TAKAGI
Yasuhiro

Insi
d e

〇

B A B A
Chiharu

Out
side

〇

YAMAMOTO Mayumi

Out
side

KAWARATANI Shinichi

Out
side

TSUKASAKI Y u k o

Out
side

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇
〇

〇

Directors Who Are Audit and Supervisory
Committee Members

YAMAMOTO Yasuhiro

Insi
d e

〇

〇

AOYAMAK o j i

Insi
d e

〇

〇

S E K I
Hiroshi

Out
side

〇

〇

KATSUMARU Chiaki( IS H IKAW
A Chiaki)

Out
side

SUEMORI
Shigeru

Out
side

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

(Note) Includes candidates to be nominated as Director* The above table does not represent all of the knowledge and experience of each of the persons listed.

[Reference] Standard for Determining Independence
The Company believes that Outside Directors and Outside Corporate Auditors (hereinafter referred
to as “Outside Officers”) must have adequate independence to ensure the objectivity and transparency
required for appropriate governance.
The Company has stipulated the following standard for determining independence of Outside Officers
in the Company, and an Outside Officer (including candidates therefor; the same applies below) isdeemed to lack adequate independence if any of the following items apply.
1. A person originally from the Company or a consolidated subsidiary of the Company (hereinafterreferred to as “the Group”) (Note 1)
2. A major shareholder of the Company (Note 2)
3. A person who executes the business of a company, etc. that falls under any of the following items.
(1) A major business partner of the Group (Note 3)(2) A major lender to the Group (Note 4)(3) A company, etc. in which the Group holds 10% or more of shares on a voting basis
4. A Certified Public Accountant who belongs to the auditing firm serving as the Group’s Independent
Auditor.
5. A consultant, accountant, tax accountant, attorney, judicial scrivener, patent attorney or other expert
receiving a substantial amount (Note 5) of money or other property from the Group
6. A person who has received substantial donations from the Group (Note 6)
7. An executive of a company in a relationship mutually providing Outside Officers (Note 7)
8. A person whose close relative (Note 8) falls under any of items 1 through 7 above (limited to key
personnel (Note 9) with the exception of items 4 and 5)
9. A person to whom any of items 2 through 8 have applied in the past three years
10. Notwithstanding the provisions of the preceding items, a person who is deemed to have anotherconflict of interest with the Company
Note 1: A currently serving executive director, executive officer or other similar employee (hereinafter referred to as “executive”) or an executive
who has served in the Group at any time in the past.
Note 2: A major shareholder is a shareholder who, as of the end of the Company’s fiscal year, holds 10% or more of shares on a voting basis in
his/her own name or the name of another person.
If the major shareholder is an organization such as a corporation or a partnership, this refers to an executive of such organization.
Note 3: A major business partner is a purchaser or supplier of the Group whose annual transactions with the Group exceed 3% of the Company’s
consolidated sales or the supplier’s consolidated sales.
Note 4: A major lender is a financial institution from whom the Group borrows, and the balance of the borrowing exceeds 2% of the consolidated
total assets of the Company or the consolidated total assets of the financial institution as of the end of the Company’s fiscal year.
Note 5: A substantial amount is defined as follows according to the relationship with the provision of services by the expert.
(1) If the expert provides services to the Group as an individual, the consideration received from the Group is a substantial amount if it
exceeds 10 million yen per year.
(2) If the organization such as a corporation or partnership to which the expert belongs provides services to the Group, the consideration
received from the Group is a substantial amount if it exceeds 2% of the organization’s annual sales or total revenue. However, evenif 2% is not exceeded, the amount is deemed to be a substantial amount if the amount received by the organization as consideration
for services provided with the direct involvement of the expert exceeds 10 million yen per year.
Note 6: A person who has received donations from the Group exceeding 10 million yen per year. If the party receiving the donations is anorganization such as a corporation or a partnership, this refers to a person who is directly involved in the research, education or otheractivities related to the donations.
Note 7: A relationship in which an executive of the Group is an outside director of another company, and an executive of the other company isan outside director of the Company.
Note 8: A close relative is a spouse or a relative within two degrees of relationship.
Note 9: Key personnel are directors and executive officers.

Proposal No.
9:Determination of Amount of Remuneration of Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members)

The Company will make the transition to a Company with an Audit and Supervisory Committee on thecondition of the approval of Proposal No. 2 “Partial Amendment of the Articles of Incorporation.”
The amount of remuneration of the Company’s Directors was resolved to be no more than 300 million
yen per year (including no more than 30 million yen per year for Outside Directors) at the 1st Ordinary
General Meeting of Shareholders (held on June 28, 2011) and this has applied until now, but with thetransition to a Company with an Audit and Supervisory Committee, the Company proposes to abolish thisand establish a new amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee Members) at no more than 400 million yen per year (including no more than 50
million yen per year for Outside Directors) considering the amount of remuneration of Directors in the pastand their duties and number (up to 16 if Proposal No. 2 “Partial Amendment of the Articles ofIncorporation” is approved as proposed).
The amount remuneration shall not include employee wages of Directors who concurrently serve as
employees.
The basic policy on the content of remuneration of individual Directors was specified by the Board of
Directors in the meeting held on March 1, 2021, and is as stated on pages 14 through 17 of the Business
Report. The Company is of the belief that this proposal takes into consideration the scale of the Company’sbusiness and the amount of remuneration, etc. of Directors (excluding Directors who are Audit andSupervisory Committee Members) until now in the Company is reasonable, is in line who the above policy,
and is reasonable in content.
There were 11 Directors (including three Outside Directors) until now, and the number of Directors(excluding Directors Who Are Audit and Supervisory Committee Members) will be 14 (including four
Outside Directors) if Proposal No. 2 and Proposal No. 6 are approved as proposed.
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.

Proposal No.
10:

Determination of Amount and Content of Performance-linked Stockbased Remuneration, etc. for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)

1. Reason for Proposal
The Company received approval for the performance-linked stock-based remuneration system(hereinafter referred to as the “System”) for Directors (excluding Outside Directors) in the 6th Ordinary
General Meeting of Shareholders held on June 28, 2016, and introduced the System, which as applied until
now. However, the Company requests approval to abolish the remuneration limit under the System for
Directors (excluding Outside Directors) and establish a new remuneration limit under the System for
Directors (excluding Directors Who Are Audit and Supervisory Committee Members) with the transition toa Company with an Audit and Supervisory Committee on the condition that Proposal No. 2 “Partial
Amendment of the Articles of Incorporation” is approved as proposed.
With regard to the amount and content of the remuneration, etc. for Directors of the Company under the
System, the Company requests approval for an amount of remuneration, etc. under the System for Directors
who are not Audit and Supervisory Committee Members as a separate limit to the remuneration limit for
Directors who are not Audit and Supervisory Committee Members as requested for approval in Proposal
No. 9 (no more than 400 million yen, not including employee wages).
This proposal is made as part of the procedures associated with the transition to a Company with an
Audit and Supervisory Committee, and the Company is of the belief that it is reasonable because
substantive content of the remuneration limit under the System is the same as the content approved in the
6th Ordinary General Meeting of Shareholders held on June 28, 2016.
Note that the details of the System will be entrusted to the Board of Directors within the framework set
forth below.
The number of Directors subject to the System will be ten if Proposal No. 2 and Proposal No. 6 areapproved as proposed.
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.
2. Amount of Remuneration, etc. under the System and Reference Information(1) Overview of the System
The System is a performance-linked stock-based remuneration system in which shares of theCompany are acquired using funds contributed by the Company, and provided to officers of theGroup in principle through a trust in accordance with the Officer Stock Benefit Rules stipulated by
the Boards of Directors of the Company, TTK Co., Ltd., SOLCOM CO., Ltd., Shikokutsuken
Co., Ltd. SEIBU CONSTRUCTION Co., Ltd. and MIRAIT ONE SYSTEMS Corporation

(hereinafter referred to as “the Group”). In principle, the timing of receipt of the shares shall bewhen departing from the position of officer of the Group.

(2) Persons eligible for the System
The persons eligible for the System shall be the Directors who are not Audit and Supervisory
Committee Members and Executive Officers of the Company (hereinafter referred to as “Officers of
the Company”), and the directors and executive officers specified in the Officer Stock Benefit Rulesof the Company’s Group companies TTK Co., Ltd., SOLCOM CO., Ltd., Shikokutsuken
Corporation, SEIBU CONSTRUCTION Co., Ltd. and MIRAIT ONE SYSTEMS Corporation(hereinafter referred to as “Officers of the Group”).
However, this excludes outside directors and non-executive directors of the Company and Group.
(3) Maximum amount to be contributed to the trust by the Group (amount of remuneration, etc.)
The Group introduced the System for the three fiscal years from the fiscal year ending March 31,2017 until the fiscal year ending March 31, 2019 (hereinafter the period of three fiscal years, andeach period of three fiscal years beginning after the three fiscal years have elapsed shall be referred
to as a “contribution period”), and contributed up to 74 million yen for Officers of the Company(389 million yen for Officers of the Group) as funds for the trust to acquire the necessary shares forthe contribution period in advance and established the trust.
Furthermore, the Company shall make additional contributions of up to 150 million yen for
Directors who are not Audit and Supervisory Committee Members of the Company (734.9 million
yen for Officers of the Group) as funds for the above acquisition of shares in each contribution
period.
However, when making additional contributions, if the trust property on the final day of thecontribution period immediately prior to the contribution period in which additional contributions
are being made contain residual shares of the Company (excluding unvested shares of the Company
equivalent to the number of points granted to the officers of the Group) and funds (hereinafterreferred to as “residual shares, etc.”), the sum of the value of the residual shares (the market valueon the final day of the immediately preceding contribution period shall be used for shares) and theamount of the additional contribution shall be within the upper limit approved by this General
Meeting of Shareholders.
(4) Method of acquisition of the Company’s shares
The method of acquisition of the Company’s shares by the trust shall be through the stock market
or by receiving disposal of the Company’s treasury stock.
Details of acquisitions of the Company's shares by the trust will be disclosed in an appropriate
and timely manner.
(5) Specific content of the Company’s shares provided to Officers of the Company and Officers of theGroupThe Group shall grant Officers of the Group the number of points calculated in consideration of
consolidated performance in each fiscal year based on the base points set by allocating 30% or 27%of three months of monthly remuneration of the Officers of the Group.
The total number of points granted for one fiscal year shall not exceed 33,000 points for Directors
who are not Audit and Supervisory Committee Members of the Company (229,000 points whencombined with the portion for officers of Group companies).
The points granted to the officers of the Group are converted at a ratio of one of the Company’scommon shares per point (However, if the shares are subject to a share split, allotment of shares
without contribution or consolidation of shares after the approval of this proposal, the conversion
ratio shall be rationally adjusted according to the ratio thereof).
(6) Timing of provision to officers of the GroupIf an officer of the Group retires and meets the beneficiary requirements stipulated in the Officer
Stock Benefit Rules, the officer may receive the number of the Company’s shares corresponding
with the number of granted points that were accumulated until the time of retirement from the trust.
(7) Treatment after the expiration of the trust
The trust shall expire due to the occurrence of a reason such as the delisting of the Company’s
shares or the abolishment of the Officer Stock Benefit Rules. The Company’s shares in the residual
property of the trust at the time of the expiration of the trust will be acquired by the Company at no
cost and retired by resolution of the Board of Directors.

Proposal No.
11:

Determination of Amount of Remuneration of Directors Who Are
Audit and Supervisory Committee Members

The Company will make the transition to a Company with an Audit and Supervisory Committee on thecondition of the approval of Proposal No. 2 “Partial Amendment of the Articles of Incorporation.”
Therefore, considering the duties and the number thereof (no more than five if Proposal No. 2 “Partial
Amendment of the Articles of Incorporation” is approved as proposed), the Company proposes to make theamount of remuneration of Directors who are Audit and Supervisory Committee Members no more than
100 million yen per year.
This proposal is judged to be reasonable giving comprehensive consideration to factors such as the scaleof the Company’s business, the system for remuneration for officers and level of payments thereof, thecurrent number of officers, and future trends.
There will be five Directors who are Audit and Supervisory Committee Members if Proposal No. 2 andProposal No. 7 are approved as proposed.
This proposal will come into effect on the condition of the amendments to the Articles of Incorporation
pursuant to Proposal No. 2 “Partial Amendment of the Articles of Incorporation” coming into effect.

End