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

Securities Code: 3289
June 8, 2020
Dear Shareholders:

Hironori Nishikawa
President and Representative Director

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

Notice of Convocationof the 7th Ordinary General Meeting of Shareholders
This is to notify you of the 7th Ordinary General Meeting of Shareholders of Tokyu Fudosan Holdings
Corporation (the “Company”), which will be held as described below. Residents have been strongly
requested to refrain from going outside for nonessential reasons for the purpose of preventing the spread of
the novel coronavirus infection. After careful consideration, the Company has decided to hold this meetingby implementing appropriate measures to prevent the spread of infection.
Shareholders are requested to refrain from attending the meeting in person as your health is the top priority.
Please review the Reference Documents for the General Meeting of Shareholders attached hereto, andexercise your voting rights in writing or via the Internet by 6:00 p.m., Japan Standard Time, on Wednesday,June 24, 2020.

Exercise of voting rights by mail:Please indicate your approval or disapproval of each proposal on the enclosed Voting Rights Exercise
Form and send it to the Company to arrive no later than the deadline indicated above.
Exercise of voting rights via the Internet:
Please access the dedicated voting website (https://www.web54.net) designated by the Company(Japanese only), follow the directions on the screen, and input approval or disapproval of each proposal
no later than the deadline indicated above.

1. Date and Time: Thursday, June 25, 2020, at 10:00 a.m.
(The reception desk will open at 9:30 a.m. [scheduled])
2. Venue:

Ballroom, B2F, Cerulean Tower Tokyu Hotel
26-1 Sakura-gaoka-cho, Shibuya-ku, Tokyo, Japan
Note: In order to widen seat spacing from the standpoint of preventing the spread of
the novel coronavirus, the number of seats available will be significantly
reduced compared to usual years. We appreciate your understanding in advance.
Please see the guidance on page 5 for details.

-1-3. Purpose of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements, and Audit Reports for the Consolidated
Financial Statements by the Accounting Auditors and the Audit & Supervisory Board for the 7th fiscal
year (from April 1, 2019 to March 31, 2020)
2. Non-consolidated Financial Statements for the 7th fiscal year (from April 1, 2019 to March 31, 2020)
Matters to be resolved:
Proposal No. 1: Appropriation of surplus
Proposal No. 2: Partial amendments to the Articles of Incorporation
Proposal No. 3: Election of thirteen (13) Directors
Proposal No. 4: Election of one (1) substitute Audit & Supervisory Board Member(Request to Shareholders)
The aforementioned guidance may be updated depending on the status of infection spread, requests by thegovernment and other factors up to the day of the meeting. Please check the Company’s website(https://www.tokyu-fudosan-hd.co.jp/) on the Internet in advance for the latest information.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Appropriation of surplus
Year-end dividends
The Company regards the return of profits to shareholders to be one of its most important policies. Ourbasic policy is to determine the distribution of profits targeting a payout ratio of 25% or more,comprehensively taking into consideration our business results and the future business environment aswell as the capital requirements for medium- and long-term business development, etc., while
maintaining a stable dividend policy.
Under this policy, the Company proposes the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allotment of dividend property to shareholders and its total amount
8 yen per common share of the Company
Total amount of dividends:

5,756,467,792 yen(3) Effective date of dividends from surplus
June 26, 2020-3-

Proposal No. 2: Partial amendments to the Articles of Incorporation(1) Reason for proposal
The purpose of the proposal is to add a provision that enables the Vice Chairman to be newly
appointed as a director with special titles in order to further strengthen and enhance the managementfoundation for the purpose of achieving sustainable growth and increasing corporate value of theGroup in anticipation of a highly uncertain business environment in the future.
(2) Details of amendments
The details of the amendments are as follows:
Current Articles of Incorporation
Chapter IV Directors and Board of Directors(Underlined portions are proposed to be amended.)
Proposed amendments
Chapter IV Directors and Board of Directors

Representative Directors and Directors with Special Representative Directors and Directors with Special
TitlesTitles
Article 22
Article 22
1. The Board of Directors shall select1. The Board of Directors shall selectRepresentative Directors by its resolution.
Representative Directors by its resolution.
2. The Board of Directors may appoint one (1)2. The Board of Directors may appoint one (1)Chairman and one (1) President and Director,
Chairman, one (1) Vice Chairman and one (1)President and Director, and several Viceand several Vice Presidents, Senior Managing
Presidents, Senior Managing Directors andDirectors and Managing Directors, by its
Managing Directors, by its resolution.
resolution.

-4-

Proposal No. 3: Election of thirteen (13) Directors
Upon the conclusion of this Ordinary General Meeting of Shareholders, the terms of office of all
Directors will expire.
Accordingly, the Company proposes to elect thirteen (13) Directors.
The candidates for Directors are as follows:
Candidate
No.

Name(Date of birth)

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

1

1968
1998
2000
2002
2008
2013
2014

Kiyoshi Kanazashi(August 2, 1945; 74
years old)

Apr. 2014

Reappointment

Apr. 2015
Jun. 2015
Apr. 2020

Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 6 years and9 months(at the conclusion ofthis General Meetingof Shareholders)

Apr. 2015(Reasons for nomination)
Joined Tokyu Land Corporation in 1968, and has been involved in housingdevelopment operations and so forth since then. Involved with corporate
management as President and Director of the Company from 2013 to 2015
and Chairman of the Company since 2015. Has extensive operational
experience with the Group and insight relating to corporate management ingeneral.
1982
2011
2013
2014

Apr. 2015

2

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

99,446(Significant concurrent positions outside the Company)
Outside Director, Tokyu Corporation
Director, TOKYU RECREATION CO., LTD.

Apr.
Jun.
Oct.
Apr.

Yuji Ohkuma(August 3, 1958; 61
years old)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Director, Tokyu Land Corporation
Senior Managing Director, Tokyu Land Corporation
President & CEO, Tokyu Land Corporation
President and Representative Director, the Company
President and Representative Director, and Executive Officer,
the Company
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation
Chairman of the Board and Chief Executive Officer, theCompany
Chairman, Tokyu Hands, Inc.
Chairman, Tokyu Land Corporation
Chairman, the Company (current)

Number of theCompany’s
shares owned

Apr. 2017
Apr. 2020
Apr. 2020

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Director and Senior Executive Managing Officer, theCompany
President and Representative Director, and Executive Officer,
the Company
President & CEO, Tokyu Land Corporation
Representative Director, the Company (current)
Chairman of the Board and Chief Executive Officer, Tokyu
Land Corporation (current)(Significant concurrent positions outside the Company)
Chairman of the Board and Chief Executive Officer, Tokyu Land
Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in building
development operations and so forth since then. Involved with
Number of years
corporate management as a Director of the Company since 2013, and ain office: 6 years and Representative Director of the Company since 2015. Has extensive
9 months
operational experience with the Group and insight relating to corporate(at the conclusion of management in general.
this General Meetingof Shareholders)-5-60,525

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1982
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2016
Jun. 2016

Hironori Nishikawa Apr. 2017
(November 12, 1958; Apr. 2017
Apr. 2020
61 years old)3

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

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation
Managing Officer, the Company
Senior Executive Managing Officer, the Company
Director and Senior Executive Managing Officer, theCompany
Director and Managing Officer, the Company
Representative Director, Tokyu Land Corporation
President and Representative Director, and Executive Officer,
the Company (current)(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in resort
related operations and so forth since then. Involved with corporate
management as a Director of the Company since 2016. Has extensive
operational experience with the Group and insight relating to corporate
management in general.

38,775

Number of years
in office: 4 years(at the conclusion ofthis General Meetingof Shareholders)
Apr. 1982
Jun. 2011
Oct. 2013
Apr. 2014
Apr. 2015
Apr. 2015
May 2015
Jun. 2015
Hitoshi Uemura
Apr. 2017(November 10, 1959; Apr. 201760 years old)
4

Reappointment
Attendance to themeetings of theBoard of Directors
12/12 (100%)
Number of years
in office: 5 years(at the conclusion ofthis General Meetingof Shareholders)

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Director, the Company
Representative Director, Tokyu Land Corporation
Managing Officer, the Company
President & CEO, Tokyu Land Corporation
Executive Vice President, the Company
Director and Executive Vice President, the Company
Director and Managing Officer, the Company (current)
Vice Chairman, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
Vice Chairman, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in realestate securitization operations and so forth since then. Involved withcorporate management as a Director of the Company since 2013. Has
extensive operational experience with the Group and insight relating tocorporate management in general.

-6-

40,775

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities at the Company, andsignificant concurrent positions outside the Company
Apr. 1980
Jun. 2013
Oct. 2013
Apr. 2016
Apr. 2016
Jun. 2016
Apr. 2017

Katsuhide Saiga(October 14, 1957;
62 years old)
5

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

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Director, Tokyu Community Corporation
Managing Officer, the Company
President & CEO, Tokyu Community Corporation (current)
Executive Vice President, the Company
Director and Executive Vice President, the Company
Director and Managing Officer, the Company (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Community Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1980, and has been involved in senior
related operations and so forth since then. Involved with corporate
management as a Director of the Company since 2016. Has extensive
operational experience with the Group and insight relating to corporate
management in general.

40,852

Number of years
in office: 4 years(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Jun.
Jun.
Apr.

Masashi Okada(August 6, 1958; 61
years old)
6

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

1982
2014
2015
2018
2020

Joined Tokyu Land Corporation
Director, Tokyu Land Corporation
Managing Officer, the Company
Director and Managing Officer, the Company (current)
President & CEO, Tokyu Land Corporation (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Land Corporation(Reasons for nomination)
Joined Tokyu Land Corporation in 1982, and has been involved in thebuildings business and so forth since then. Involved with corporate
management as a Director of the Company since 2018. Has extensive
operational experience with the Group and insight relating to corporate
management in general.

Number of years
in office: 2 years(at the conclusion ofthis General Meetingof Shareholders)-7-

39,500Candidate
No.

Name
(Date of birth)

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

Shohei Kimura(June 5, 1961; 59
years old)
7

1984
2013
2014
2019

Number of theCompany’s
shares owned

Joined Tokyu Land Corporation
Managing Officer, the Company
Director, Tokyu Land Corporation (current)
Director and Managing Officer, the Company (current)(Reasons for nomination)
Joined Tokyu Land Corporation in 1984, and has been involved in theoverseas business, finance divisions and so forth since then. Involved withcorporate management as a Director of Tokyu Land Corporation since2014. Has extensive operational experience with the Group and insight
relating to corporate management in general.
24,700

Reappointment
Attendance to themeetings of theBoard of Directors
10/10 (100%)
Number of years
in office: 1 year
(at the conclusion ofthis General Meetingof Shareholders)
Apr.
Apr.
Apr.
Apr.

1983
2014
2018
2019

Joined Tokyu Land Corporation
Director, Tokyu Livable, Inc.
Managing Officer, the Company (current)
President & CEO, Tokyu Livable, Inc. (current)(Significant concurrent positions outside the Company)
President & CEO, Tokyu Livable, Inc.
8

25,315(Reasons for nomination)
Yoichi Ota
Joined Tokyu Land Corporation in 1983, and has been involved in real
(September 9, 1960; estate brokerage operations and so forth since then. Involved with
59 years old)
corporate management as a Managing Officer of the Company since 2018,
and President & CEO of Tokyu Livable, Inc. since 2019. Has extensive
New candidate
operational experience with the Group and insight relating to corporate
management in general.

-8-Candidate
No.

9

Name
(Date of birth)

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

1971
2007
2008
2008
2010

Apr.
Jun.
Oct.
Apr.

2011
2011
2013
2018

Joined Tokyu Corporation
Director, Tokyu Corporation
Managing Director, Tokyu Corporation
Senior Managing Director, Tokyu Corporation
Senior Managing Director and Representative Director,
Tokyu Corporation
President and Representative Director, Tokyu Corporation
Director, Tokyu Land Corporation
Director, the Company (current)
Chairman of the Board and Representative Director, Tokyu
Corporation
Chairman of the Board and Representative Director, Tokyu
Corporation (current)

Sep. 2019
Hirofumi Nomoto(September 27, 1947;
72 years old)
(Significant concurrent positions outside the Company)
Chairman of the Board and Representative Director, Tokyu Corporation
Reappointment
Director, TOKYU RECREATION CO., LTD.
Outside Director, TOEI COMPANY, LTD.
Attendance to the Outside Director, Mitsubishi UFJ Financial Group, Inc.
meetings of theBoard of Directors (Reasons for nomination)
11/12 (92%)
Chairman of the Board and Representative Director of the Company’s
Number of years
in office: 6 years and9 months(at the conclusion ofthis General Meetingof Shareholders)Number of theCompany’s
shares owned

major shareholder, Tokyu Corporation. Has extensive experience andbroad discernment of corporate management in general.
(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Hirofumi Nomoto to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of
the Companies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

-9-34,624

Candidate
No.

10

Name
(Date of birth)

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

Apr. 1970 Joined the Dai-ichi Mutual Life Insurance Company
Jul. 1996 Director, the Dai-ichi Mutual Life Insurance Company
Apr. 1999 Managing Director, the Dai-ichi Mutual Life Insurance
Company
Jun. 2001 Audit & Supervisory Board Member, Tokyu Land
Corporation
Apr. 2004 Senior Managing Director, the Dai-ichi Mutual Life
Insurance Company
Jul. 2004 Director and Senior Managing Executive Officer, the Dai-ichi
Mutual Life Insurance Company
Apr. 2006 Representative Director and Senior Managing Executive
Officer, the Dai-ichi Mutual Life Insurance Company
Apr. 2007 Representative Director and Vice President, the Dai-ichi
Mutual Life Insurance Company (Retired in March 2008)
Koichi Iki
Jun. 2008 President and Representative Director, THE DAI-ICHI(September 6, 1947;
BUILDING CO., LTD.
72 years old)
Jun. 2009 Chairman, DIAM Co., Ltd.
Jun. 2014 Director, the Company (current)
Reappointment
Jul. 2014 Representative Director, TOHO KINZOKU CO., LTD.
Outside Director
Independent Officer (Significant concurrent positions outside the Company)–
Attendance to themeetings of the(Reasons for nomination)
Board of Directors The Company proposes that Mr. Koichi Iki be elected as an Outside
12/12 (100%)
Director in the hope that he will continue to utilize his extensive
operational experience as the former executive officer at The Dai-ichi Life
Number of years
Group and broad discernment of corporate management in general for thein office: 6 years
management of the Company.
(at the conclusion ofthis General Meeting (Agreement to limit liability)of Shareholders)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Koichi Iki to the effectthat the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

- 10 -

Number of theCompany’s
shares owned

0Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares owned

Apr. 1978 Appointed as a judge
Apr. 2000 Division-head Judge, Tokyo District Court
Jul. 2007 Associate Vice-Minister of Justice in charge of Litigation
Affairs, Minister’s Secretariat, the Ministry of JusticeNov. 2012 Division-head Judge, Tokyo High Court
Jul. 2014 Chief Judge, the Tokyo Family Court
Jun. 2015 Chief Judge, Tokyo District Court
Feb. 2017 Registered as attorney at law
Feb. 2017 Special Advisor, SophiaCity Law OfficeJun. 2017 Outside Director, FUJIFILM Holdings Corporation (current)
Jun. 2018 Outside Audit & Supervisory Board Member, SEIREN CO.,LTD. (current)
Jun. 2018 Director, the Company (current)
Sept. 2018 Member of Otemachi Law Office (current)

11

Makoto Kaiami(October 5, 1951; 68 (Significant concurrent positions outside the Company)
years old)
Outside Audit & Supervisory Board Member, SEIREN CO., LTD.
Outside Director, JAPAN POST HOLDINGS Co., Ltd. (Scheduled to
Reappointment
assume the position on June 17, 2020)
Outside Director
Independent Officer (Reasons for nomination)
The Company proposes Mr. Makoto Kaiami be elected as an Outside
Attendance to the Director so that his expert insight as a judge and attorney at law and his
meetings of theextensive experience in corporate legal affairs may be reflected in the
Board of Directors management of the Company. There is no legal advisory contract between
12/12 (100%)
the Company and him.
As mentioned above, he possesses expert insight and many years of
Number of years
experience as a lawyer. Thus the Company judges that he is able toin office: 2 years
appropriately perform duties as an Outside Director of the Company.
(at the conclusion ofthis General Meeting (Agreement to limit liability)of Shareholders)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Makoto Kaiami to theeffect that the extent of liability provided for in Article 423, Paragraph 1 of
the Companies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.

- 11 -

1,100

Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares owned

Oct. 1987 Joined Eiwa Audit Corporation (currently KPMG AZSA
LLC)
Oct. 1993 Joined Sasaki Certified Public Accountants Office
Apr. 1997 Joined Internet Research Institute, Inc.
Sep. 1998 Director, Managing Director & CFO, Internet ResearchInstitute, Inc.
Nov. 2002 Established Gratia, Inc. (currently Acuray, Inc.), assumed
position as Representative (current)
Apr. 2016 Specially-Appointed Professor, Hakuoh University
Jun. 2017 Outside Audit & Supervisory Board Member, AEON
CREDIT SERVICE CO., LTD. (current)
Apr. 2018 Professor, Showa Women’s University
Jun. 2018 Outside Member, Board of Directors, Sumitomo Dainippon
Saeko Arai
Pharma Co., Ltd. (current)(February 6, 1964, 56 Jun. 2018 Director, the Company (current)
years old)
Apr. 2019 Specially-Appointed Professor, Hakuoh University (current)
12

Reappointment(Significant concurrent positions outside the Company)
Outside Director
Representative, Acuray, Inc.
Independent Officer Outside Member, Board of Directors, Sumitomo Dainippon Pharma Co.,
Ltd.
Attendance to themeetings of the(Reasons for nomination)
Board of Directors The Company proposes that Ms. Saeko Arai be elected as an Outside
11/12 (92%)
Director in the hope that she will utilize her broad knowledge inaccounting as a certified public accountant, as well as her extensive
Number of years
experience in corporate management as a CFO, for the management of thein office: 2 years
Company.
(at the conclusion ofthis General Meeting (Agreement to limit liability)of Shareholders)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Ms. Saeko Arai to the effectthat the extent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act. If her reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with her.

- 12 -

0Candidate
No.

Name
(Date of birth)

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

Number of theCompany’s
shares owned

Apr. 1976 Joined the Ministry of Posts and Telecommunications(current the Ministry of Internal Affairs andCommunications)Jan. 2003 Director-General, Tohoku Bureau of Telecommunications,
the Ministry of Internal Affairs and Communications
Feb. 2005 Deputy Director-General, Minister’s Secretariat, the Ministryof Internal Affairs and Communications
Jul. 2008 Director-General, Global Strategy Bureau, the Ministry ofInternal Affairs and Communications
Jan. 2010 Vice Minister for Policy Coordination, the Ministry ofInternal Affairs and Communications
Sep. 2012 Vice-Minister, the Ministry of Internal Affairs andCommunications
Oct. 2013 Advisor, Daiwa Institute of Research Ltd.
Jun. 2015 Outside Director, Daiwa Securities Group Inc. (current)
Michiaki Ogasawara Jun. 2018 Chairperson of the Board, Foundation for Multimedia
Communications (current)(January 29, 1954; 66
Jun. 2019 Director, the Company (current)
years old)13

(Significant concurrent positions outside the Company)
Reappointment
Chairperson of the Board, Foundation for Multimedia Communications
Outside Director
Independent Officer Outside Director, Daiwa Securities Group Inc.

400

(Reasons for nomination)
The Company proposes that Mr. Michiaki Ogasawara be elected as an
Outside Director in the hope that he will utilize his extensive experienceand broad knowledge in administration for the management of theCompany.
As mentioned above, he possesses expert insight and many years of
Number of years
experience in the area of information and communications as an
in office: 1 year
(at the conclusion of administrative official. Thus the Company judges that he is able tothis General Meeting appropriately perform duties as an Outside Director of the Company.
of Shareholders)(Agreement to limit liability)
In accordance with Article 427, Paragraph 1 of the Companies Act, theCompany has entered into an agreement with Mr. Michiaki Ogasawara to
the effect that the extent of liability provided for in Article 423, Paragraph
1 of the Companies Act shall be limited to the minimum amount stipulated
in Article 425, Paragraph 1 of the Companies Act. If his reappointment isapproved, the Company plans to continue the aforementioned agreement tolimit liability with him.
Attendance to themeetings of theBoard of Directors
9/10 (90%)

Note: No special interests exist between the Company and each candidate for Directors.

(Reference) Policies and procedures for nominating candidates for Directors
In nominating candidates for Directors, the Company nominates personnel on the premise that they havethe appropriate character and knowledge, as well as no health issues that would impede them fromexecuting their duties.
The nomination of candidates also takes into consideration an overall balance to ensure that the Board of
Directors reflects diversity, including gender and internationality.
Candidates nominated for Directors from within the Company are also deemed to have insight andjudgment capabilities with a view to achieving the management indicators and other objectives set out inthe medium- and long-term management plan.
In nominating candidates for Outside Directors, the Company nominates personnel who have extensive
experience in their professional fields, including management, legal affairs, finance, and accounting, and
who are able to raise issues and engage in discussions over growth strategies and the enhancement ofcorporate governance from an independent perspective, while maintaining a sensible and objective
viewpoint.
Furthermore, in selecting management team members and nominating candidates for Directors, decisions
are made by the Board of Directors after deliberation by the Nomination and Compensation Committee,
which is a voluntary advisory body whose chairperson every year is an Independent Outside Director.
- 13 -

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

An executive of a business partner to which the Company’s net sales account for 2% or more of theCompany’s consolidated net sales
An executive of a business partner whose net sales to the Company account for 2% or more of thebusiness partner’s net sales
An executive of a lender from which the Company borrows funds that account for 2% or more of
the Company’s consolidated total assets
An executive of a major shareholder or investor of the Company with an investment ratio of 10% ormore
A consultant, accounting professional, or legal professional who receives remuneration of morethan ¥10 million a year from the Company besides officer remuneration
A spouse or relative within two degrees of kinship of the Director, etc. of the Company or aconsolidated subsidiary- 14 -

Proposal No. 4:

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

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

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

Number of theCompany’s
shares owned

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

Ryo Nagao(May 4, 1957; 63 years old)
Outside Audit & Supervisory
Board Member
Independent Officer

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

(Agreement to limit liability)
If he assumes the office of Outside Audit & Supervisory Board Member, in
accordance with Article 427, Paragraph 1 of the Companies Act, theCompany intends to enter into an agreement with him to the effect that theextent of liability provided for in Article 423, Paragraph 1 of theCompanies Act shall be limited to the minimum amount stipulated in
Article 425, Paragraph 1 of the Companies Act.
1. No special interests exist between the Company and the candidate for substitute Audit & Supervisory Board
Member.
2. If Mr. Ryo Nagao assumes the office of Outside Audit & Supervisory Board Member, the Company intends toregister him with Tokyo Stock Exchange as an independent officer.

- 15 -

0