This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 5142
June 7, 2022
To Shareholders with Voting Rights:
Mamoru Ito
Representative Director andPresident
ACHILLES CORPORATION
2-21-1, Kita-Shinjuku, Shinjuku-ku,
Tokyo, JapanNOTICE OF
THE 102ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 102nd Annual General Meeting of Shareholders of ACHILLESCORPORATION (the “Company”). The meeting will be held for the purposes described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing or via theinternet. Please review the Reference Documents for the General Meeting of Shareholders below
and, in accordance with the Guide to Exercising Voting Rights (pages 3 to 4 of the Japaneseoriginal), exercise your voting rights by 5:20 p.m. on Tuesday, June 28, 2022.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

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

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 102nd Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit &Supervisory Board of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 102nd Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten (10) Directors (Excluding Directors Who Are Audit &Proposal 3:
Supervisory Committee Members)
Election of Five (5) Directors Who Are Audit & Supervisory Committee
Proposal 4:
Members
Election of One (1) Substitute Director Who Is an Audit & Supervisory
Proposal 5:
Committee Member
Determination of the Amount of Remuneration for Directors (Excluding
Proposal 6:
Directors Who Are Audit & Supervisory Committee Members)
Determination of the Amount of Remuneration for Directors Who Are Audit
Proposal 7:& Supervisory Committee Members-1-◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
◎ Of the documents to be provided with this Notice of the Annual General Meeting of Shareholders,Establishment of Systems to Ensure Appropriateness of Business Activities and Status of
Implementation of the Systems, Basic Policy for Control of the Company, Notes to Consolidated
Financial Statements, and Notes to Non-consolidated Financial Statements are posted on the
Company’s website (https://www.achilles.jp) in accordance with laws and regulations and Article 15of the Articles of Incorporation, and therefore are not included in the documents accompanying thisNotice of the Annual General Meeting of Shareholders.
Accordingly, the documents provided with this Notice of the Annual General Meeting of Shareholders
are part of the Business Report, the Consolidated Financial Statements, and the Non-consolidated
Financial Statements which the Accounting Auditor or Audit & Supervisory Board Members audited
in preparing the Accounting Audit Report or the Audit Report.
◎ Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, or the Non-consolidated Financial Statements require a revision,
the revised version will be posted on the Company’s website (https://www.achilles.jp).
COVID-19 precautions at this Annual General Meeting of Shareholders○ We ask our shareholders who plan to attend the meeting to pay attention to their health conditions
and, if unwell, refrain from attending.
○ We ask older adults, people with underlying medical conditions, and pregnant women to fully
consider options, including not attending, in deciding whether to attend the meeting.
○ Shareholders are encouraged to consider exercising their voting rights by writing or via the internet
instead of attending the meeting. Please refer to pages 3 to 4 of the Japanese original for how to
exercise your voting rights.
○ We will have alcohol disinfectant at the entrance of the venue and check your body temperature at thereception. Shareholders who have a fever or are considered unwell may not be allowed to enter thevenue.
○ To reduce the risk of infection, we will keep a greater distance between seats than usual. We may
therefore be unable to make a sufficient number of seats available.
○ We appreciate your cooperation with mask wearing at the venue.
○ Our staff at the venue will be wearing a mask.
○ Product exhibition at the venue has been cancelled.
○ For shareholders who are unable to attend the meeting due to the impact of the COVID-19 pandemicor other reasons, the General Meeting of Shareholders will be recorded and the recording will be later
uploaded on the Company’s website.
The above policy may be updated in accordance with future change in the circumstances. Should a majorchange be made to how the meeting is run, the Company will notify the change on its website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company makes it a basic policy to maintain stable shareholder returns, on the premise of a strong
management base built on stable management and profitability improvement. For the 102nd fiscal year,
the Company proposes to pay the following year-end dividends, taking into consideration the businessperformance in the said fiscal year and various other circumstances.
(i) Type of dividend property
Cash(ii) Allotment of dividend property and the total amount¥40 per common share of the Company

Total: ¥ 625,984,560(iii) Effective date of dividends of surplus
June 30, 2022
Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1) To strengthen the audit and supervision functions of the Board of Directors and further enhance
the corporate governance structure, the Company proposes to make a transition to a company
with an Audit & Supervisory Committee.
Accordingly, necessary amendments will be made for the transition, including establishment ofprovisions on the Audit & Supervisory Committee and Audit & Supervisory Committee
Members and deletion of provisions on Audit & Supervisory Board Members and the Audit &Supervisory Board.
(2) In light of the diversification of the Company’s business, additions will be made to the businesspurposes listed in Article 2 (Purpose) of the current Articles of Incorporation.
(3) To expand options for the location where general meetings of shareholders are held in
preparation for natural disasters such as earthquakes and other contingencies, Article 12(Convocation and Location), Paragraph 2 of the current Articles of Incorporation, which limits
the location of general meetings of shareholders, will be deleted.
(4) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) will take effect on
September 1, 2022. Accordingly, the system for electronic provision of Reference Documents for
the General Meeting of Shareholders, etc. will be introduced, and necessary amendments will bemade as described below.
(i) It will become mandatory to stipulate in the Articles of Incorporation that information
contained in the Reference Documents for the General Meeting of Shareholders, etc. shallbe provided electronically. Establishment of the new Article 15 (Measures for Electronic
Provision, etc.), Paragraph 1 is therefore proposed.
(ii) Establishment of the new Article 15 (Measures for Electronic Provision, etc.), Paragraph 2
is proposed to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.

-3-

(iii) Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, etc.) of the current Articles of Incorporation will become
unnecessary and will therefore be deleted.
(iv) Article 2 of the supplementary provisions will be established to set forth the effect of theabove amendments. This Article will be deleted after the prescribed date.
(5) To enable the Company to enter into agreements to limit liability with directors who are notexecutive directors, etc. in order to allow directors to fully carry out expected roles, Paragraph 2of the proposed Article 28 (Exemption from Liability of Directors) changes who may enter into
agreements to limit liability. Audit & Supervisory Board Members have approved theamendment. In addition, Article 1 of the supplementary provisions will be established astransitional measures upon the deletion of provisions on exemption from liability of Audit &Supervisory Board Members, in line with the transition to a company with an Audit &Supervisory Committee.
(6) The numbering of Articles will be adjusted in accordance with the above establishment anddeletion of Articles. Other necessary amendments will also be made for clarity of wording.

-4-2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Chapter 1 General Provisions(Trade Name)
Article 1 The Company shall be called Achilles
Kabushiki Kaisha. It shall be written in
English as Achilles Corporation.

(Amended parts are underlined.)
Proposed Amendments
Chapter 1 General Provisions(Trade Name)
Article 1 The Company shall be called Achilles
Kabushiki Kaisha and shall be represented in
English as Achilles Corporation.

(Purpose)
Article 2 The purpose of the Company shall beto engage in the following businesses:(1) Production, processing, sale, and export
and import of the following products:(i)
Rubber and synthetic resin products
and raw materials;(ii) Shoes, their accessories, and leather
products;(iii) Daily necessity goods;(iv) Agricultural materials;(v) Industrial materials;(vi) Furniture materials;(vii) Automotive materials;(viii) Sports goods;(ix) Rubber boats and their accessories;(x) Emergency supplies;(xi) Raincoats and clothing;(xii) Building materials, equipment, andinterior materials for houses;(xiii) Bedding and interior items;(xiv) Anti-static materials;(xv) RIM products;(xvi) Painting and vapor deposition masks
and electroforming metal molds;(xvii) Welfare and nursing care goods; and(xviii) Shock absorbers.
(2) Manufacturing and sale of equipment
related to waste water treatment;(3) Businesses related to construction and civilengineering;(4) Manufacturing, sale, and export and importof surface treatment agents for metal,
synthetic resin, and other materials;(5) Businesses related to real estate leasing;(6) Licensing business(Purpose)
Article 2 The purpose of the Company shall beto engage in the following businesses:(1) Production, processing, sale, and export
and import of the following products:(i)
Rubber and synthetic resin products
and raw materials;(ii) Shoes, their accessories, and leather
products;(iii) Daily necessity goods;(iv) Agricultural materials;(v) Industrial materials;(vi) Furniture materials;(vii) Automotive materials;(viii) Sports goods;(ix) Rubber boats and their accessories;(x) Emergency supplies;(xi) Raincoats and clothing;(xii) Building materials, equipment, andinterior materials for houses;(xiii) Bedding and interior items;(xiv) Anti-static materials;(xv) RIM products;(xvi) Painting and vapor deposition masks
and electroforming metal molds;(xvii) Welfare and nursing care goods; and(xviii) Shock absorbers.
(2) Manufacturing and sale of equipment
related to waste water treatment;(3) Businesses related to construction and civilengineering;(4) Manufacturing, sale, and export and importof surface treatment agents for metal,
synthetic resin, and other materials;(5) Businesses related to real estate leasing;(6) Licensing business;-5-Current Articles of Incorporation(Newly established)(7) Any other businesses incidental to thoselisted in the preceding items.

Proposed Amendments(7) Comprehensive leasing business and rental
business;(8) Collection, transportation, disposal, andrecycling of industrial and non-industrial
waste and sale of recycled products(9) Technical guidance, contracted
development, and consulting related to thebusinesses listed in the preceding items;and(10) Any other businesses incidental to thoselisted in the preceding items.

Article 3 (Omitted)

Article 3 (Unchanged)(Organizational Bodies)
Article 4 The Company shall establish thefollowing organizational bodies in addition to
the general meeting of shareholders anddirectors:(1) Board of Directors;(2) Audit & Supervisory Board Members;(3) Audit & Supervisory Board; and(4) Accounting Auditor(Organizational Bodies)
Article 4 The Company shall establish thefollowing organizational bodies in addition to
the general meeting of shareholders anddirectors:(1) Board of Directors;(2) Audit & Supervisory Committee; and(Deleted)(3) Accounting Auditor

Article 5 (Omitted)

Article 5 (Unchanged)

Chapter 2 Shares
Article 6–Article 11 (Omitted)

Chapter 2 Shares
Article 6–Article 11 (Unchanged)

Chapter 3 General Meeting of Shareholders(Convocation and Location)
Article 12 (Omitted)
2. A general meeting of shareholders shall be
convened at the Company’s Head Office or in
Ashikaga City.

Chapter 3 General Meeting of Shareholders(Convocation)
Article 12 (Unchanged)(Deleted)

Article 13–Article 14 (Omitted)

Article 13–Article 14 (Unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, etc.)
Article 15 The Company may, when convening
a general meeting of shareholders, deem that it
has provided its shareholders with information
pertaining to matters to be described or(Deleted)(Newly established)(Newly established)-6-

Current Articles of Incorporation
indicated in the Reference Documents for the
General Meeting of Shareholders, Business
Report, Non-consolidated Financial
Statements, and Consolidated Financial
Statements (including the Accounting Audit
Report or the Audit Report), by disclosing
such information through the internet inaccordance with the provisions in the
Ordinance of the Ministry of Justice.
(Newly established)

Proposed Amendments(Newly established)(Measures for Electronic Provision, etc.)
Article 15 The Company shall, when convening
a general meeting of shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

Article 16–Article 17 (Omitted)

Article 16–Article 17 (Unchanged)

Chapter 4 Directors and Board of Directors(Number of Directors)
Article 18 The number of directors of theCompany shall not exceed fifteen (15).

Chapter 4 Directors and Board of Directors(Number of Directors)
Article 18 The number of directors of theCompany (excluding directors who are Audit& Supervisory Committee Members) shall not
exceed ten (10).
2. The number of directors of the Company who
are Audit & Supervisory Committee Members
shall not exceed five (5).

(Newly established)(Method of Election)
Article 19 Directors shall be elected at a general
meeting of shareholders.

2. (Omitted)
3. (Omitted)-7-(Method of Election)
Article 19 Directors shall be elected at a general
meeting of shareholders, distinguishing
between directors who are Audit &Supervisory Committee Members and otherdirectors.
2. (Unchanged)
3. (Unchanged)

Current Articles of Incorporation(Term of Office)
Article 20 The term of office of directors shall
expire at the conclusion of the annual general
meeting of shareholders for the final fiscal
year that ends within two (2) years from theirelection.

2. The term of office of a director elected as a
substitute or due to an increase in the numberof directors shall expire at the expiration ofother serving directors’ term of office.
(Newly established)(Newly established)(Representative Directors and Directors with
Special Titles)
Article 21 The Board of Directors, by its
resolution, appoints representative directors.

2. The Board of Directors may designate, by its
resolution, one (1) director and president and,as needed, a few chairs of the Board, director
and executive vice presidents, senior
managing directors, managing directors, anddirector and advisers.

Article 22 (Omitted)

Proposed Amendments(Term of Office)
Article 20 The term of office of directors(excluding directors who are Audit &Supervisory Committee Members) shall expire
at the conclusion of the annual general
meeting of shareholders for the final fiscal
year that ends within one (1) year from theirelection.
(Deleted)

2. The term of office of directors who are Audit& Supervisory Committee Members shall
expire at the conclusion of the annual general
meeting of shareholders for the final fiscal
year that ends within two (2) years from theirelection.
3. The term of office of a director who is an
Audit & Supervisory Committee Member andhas been elected as a substitute for anotherdirector who was an Audit & Supervisory
Committee Member and retired before theexpiration of his/her term of office shall expire
at the end of the term of office of the retired
director who was an Audit & Supervisory
Committee Member.
(Representative Directors and Directors with
Special Titles)
Article 21 The Board of Directors, by its
resolution, appoints representative directors
from among directors (excluding directors
who are Audit & Supervisory Committee
Members).
2. The Board of Directors may designate fromamong directors (excluding directors who are
Audit & Supervisory Committee Members),
by its resolution, one (1) director and president
and, as needed, a few chairs of the Board,
director and executive vice presidents, senior
managing directors, managing directors, anddirector and advisers.
Article 22 (Unchanged)-8-Current Articles of Incorporation

Proposed Amendments(Notice of Convocation of Board of Directors
Meetings)
Article 23 Notice of convocation of a Board of
Directors meeting shall be sent to each
Director and each Audit & Supervisory Board
Member no later than three (3) days prior to
the date of such meeting; provided, however,that such period may be shortened in case of
emergency.
2. If there is unanimous consent on the part of
all Directors and Audit & Supervisory Board
Members, a Board of Directors meeting may
be held without following the convocation
procedures.

(Notice of Convocation of Board of Directors
Meetings)
Article 23 Notice of convocation of a Board of
Directors meeting shall be sent to each
Director no later than three (3) days prior to
the date of such meeting; provided, however,that such period may be shortened in case of
emergency.

Article 24 (Omitted)

Article 24 (Unchanged)(Newly established)(Delegation of Decision Making on Important
Business Executions to Directors)
Article 25 Pursuant to the provisions of Article399-13, Paragraph 6 of the Companies Act, theCompany may, by resolution of the Board of
Directors, delegate to Directors all or part of
the authority of decision making on importantbusiness executions (excluding matters listed
in items of Paragraph 5 of the same Article).

Article 25 (Omitted)

Article 26 (Unchanged)(Remuneration, etc.)
Article 26 Directors’ remuneration, bonuses,
and other property benefits which Directors
receive from the Company in consideration for
the execution of their duties (hereinafterreferred to as “Remuneration, etc.”) shall bedecided by resolution of a general meeting ofshareholders.

(Remuneration, etc.)
Article 27 Directors’ remuneration, bonuses,
and other property benefits which Directors
receive from the Company in consideration for
the execution of their duties shall be decided
by resolution of a general meeting ofshareholders, distinguishing between Directors
who are Audit & Supervisory Committee
Members and other Directors.

(Exemption from Liability of Directors)
Article 27 (Omitted)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into agreements with

(Exemption from Liability of Directors)
Article 28 (Unchanged)
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into agreements with

-9-

2. If there is unanimous consent on the part of
all Directors, a Board of Directors meeting
may be held without following theconvocation procedures.

Current Articles of Incorporation
external directors to limit their liability fordamages arising from negligence of theirduties; provided, however, that the amount ofliability under such agreements is limited to an
amount specified in advance which is not lessthan ten million (10,000,000) yen, or theamount prescribed by laws and regulations,whichever is higher.

Proposed Amendments
directors (excluding directors who are
executive directors, etc.) to limit their liability
for damages arising from negligence of theirduties; provided, however, that the amount ofliability under such agreements is limited to an
amount specified in advance which is not lessthan ten million (10,000,000) yen, or theamount prescribed by laws and regulations,whichever is higher.

Chapter 5 Audit & Supervisory Board Members
and Audit & Supervisory Board(Number of Audit & Supervisory Board
Members)
Article 28 The number of Audit & Supervisory
Board Members of the Company shall not
exceed four (4).

Chapter 5 Audit & Supervisory Committee(Deleted)(Method of Election)
Article 29 Audit & Supervisory Board Members
shall be elected at a general meeting ofshareholders.
2. A resolution for the election of Audit &Supervisory Board Members shall be adopted
by an affirmative vote of a majority of thevoting rights of the shareholders present atsuch meeting and holding the shares
representing one-third (1/3) or more of thevoting rights granted to all shareholders.

(Deleted)(Term of Office)
Article 30 The term of office of Audit &Supervisory Board Members shall expire at
the conclusion of the annual general meetingof shareholders for the final fiscal year that
ends within four (4) years from their election.
2. The term of office of an Audit & Supervisory
Board Member elected as a substitute foranother Audit & Supervisory Board Member
who retired before the expiration of his/herterm of office shall expire at the end of theterm of office of the retired Audit &Supervisory Board Member.

(Deleted)- 10 -

Current Articles of Incorporation(Full-time Audit & Supervisory Board
Members)
Article 31 The Audit & Supervisory Board, by
its resolution, appoints full-time Audit &Supervisory Board Members.
(Notice of Convocation of Audit & Supervisory
Board Meetings)
Article 32 Notice of convocation of an Audit &Supervisory Board meeting shall be sent toeach Audit & Supervisory Board Member nolater than three (3) days prior to the date ofsuch meeting; provided, however, that such
period may be shortened in case of emergency.
2. If there is unanimous consent on the part of
all Audit & Supervisory Board Members, an
Audit & Supervisory Board meeting may beheld without following the convocation
procedures.

Proposed Amendments(Deleted)(Notice of Convocation of Audit & Supervisory
Committee Meetings)
Article 29 Notice of convocation of an Audit &Supervisory Committee meeting shall be sent
to each Audit & Supervisory Committee
Member no later than three (3) days prior to
the date of such meeting; provided, however,that such period may be shortened in case of
emergency.
2. If there is unanimous consent on the part of
all Audit & Supervisory Committee Members,
an Audit & Supervisory Committee meeting
may be held without following theconvocation procedures.

(Audit & Supervisory Board Regulations)
Article 33 In addition to what is provided for bylaws and regulations and these Articles ofIncorporation, matters on the Audit &Supervisory Board shall be governed by the
Audit & Supervisory Board Regulations set by
the Audit & Supervisory Board.

(Audit & Supervisory Committee Regulations)
Article 30 In addition to what is provided for bylaws and regulations and these Articles ofIncorporation, matters on the Audit &Supervisory Committee shall be governed by
the Audit & Supervisory Committee
Regulations set by the Audit & Supervisory
Committee.

(Remuneration, etc.)
Article 34 Remuneration, etc. for Audit &Supervisory Board Members shall be decided
by resolution of a general meeting ofshareholders.

(Deleted)(Exemption from Liability of Audit &Supervisory Board Members)
Article 35 Pursuant to the provisions of Article
426, Paragraph 1 of the Companies Act, theCompany may, by resolution of the Board of
Directors, exempt Audit & Supervisory Board
Members (including former Audit &Supervisory Board Members) from liability
for damages arising from negligence of their(Deleted)- 11 -

Current Articles of Incorporation
duties, to the extent permitted by laws andregulations.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, theCompany may enter into agreements withexternal Audit & Supervisory Board Members
to limit their liability for damages arising fromnegligence of their duties; provided, however,that the amount of liability under suchagreements is limited to an amount specified
in advance which is not less than ten million(10,000,000) yen, or the amount prescribed bylaws and regulations, whichever is higher.

Proposed Amendments

Chapter 6 Accounts
Article 36–Article 40 (Omitted)

Chapter 6 Accounts
Article 31–Article 35 (Unchanged)(Newly established)(Newly established)(Supplementary Provisions)(Transitional Measures Concerning Exemption
from Liability of Audit & Supervisory Board
Members)
Article 1 Pursuant to the provisions of Article
426, Paragraph 1 of the Companies Act, theCompany may, by resolution of the Board of
Directors, exempt Audit & Supervisory Board
Members (including former Audit &Supervisory Board Members) from liability
for damages arising from negligence of theirduties before the transition to a company with
an Audit & Supervisory Committee, to theextent permitted by laws and regulations.

(Newly established)(Transitional Measures Concerning Electronic
Provision of Materials for General Meeting of
Shareholders)
Article 2 The deletion of Article 15 (Internet
Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, etc.) of the current Articles ofIncorporation and the new establishment of
the proposed Article 15 (Measures forElectronic Provision, etc.) shall come into
effect on the date of enforcement of theamended provisions stipulated in the proviso
of Article 1 of the supplementary provisions of- 12 -

Current Articles of Incorporation

Proposed Amendments
the Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provision of thepreceding paragraph, Article 15 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. This Article shall be deleted after the lapse of
six months from the Effective Date or thelapse of three months from the date of thegeneral meeting of shareholders set forth in thepreceding paragraph, whichever is later.

(Newly established)(Newly established)- 13 -

Proposal 3:

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

If Proposal 2 Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will make a transition to a company with an Audit & Supervisory Committee, and the terms of office of
all nine (9) directors will expire when the amendments to the Articles of Incorporation take effect.
Accordingly, the Company proposes to elect ten (10) directors (excluding directors who are Audit &Supervisory Committee Members; the same applies hereinafter in this proposal), increasing the numberof directors by one (1) to strengthen the management structure. This proposal will come into effect oncondition that the amendments to the Articles of Incorporation in Proposal 2 Partial Amendments to the
Articles of Incorporation take effect.
The candidates for directors are as follows:
No.

Name

Current positions andresponsibilities at the Company

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

1

Ichiro Hikage[Reappointment]

Senior Managing Director, Head of
Sales Division responsible for
Shoes Business Group

100% (16/16)

2

Mamoru Ito[Reappointment]

Representative Director andPresident

100% (16/16)

3

Minoru Fujisawa[Reappointment]

Managing Director, Head of
Administration Division
responsible for CSR

100% (16/16)

100% (16/16)

4

Hiroki Yokoyama[Reappointment]

Director, Head of Production
Division, General Manager ofIndustrial Materials Production
Head Office

5

Takaya Okura[Reappointment]

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

100% (16/16)

6Katsuji Yamamoto[Reappointment]

Director responsible for Industrial
Materials Business Group

93.8% (15/16)

7

Managing Executive Officer
responsible for Overseas Business
Tatsuya Yanagawa [New appointment] Promotion, General Manager ofIndustrial Materials Division andIndustrial Materials Sales
Department

8

Kazuaki Kono

9

Osamu Sato

10

Hitoshi Tachino

Managing Executive Officer,[New appointment] General Manager of Financial
Accounting Head Office[Reappointment][External]
Director[Independent][New appointment][External]―[Independent]- 14 -――

100% (16/16)

―

No.

Name
(Date of birth)

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

1

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofHeat Insulation Materials Division
June 2012
Director responsible for Industrial Materials
Business Group, General Manager of Heat
Insulation Materials Division
January 2014
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Heat Insulation Materials
Division
Ichiro Hikage
April 2014
Director, Assistant Head of Sales Division(June 4, 1961)
responsible for Industrial Materials Business Group,
7,900
General Manager of Heat Insulation Materials[Reappointment]
Division and Purchasing Head Office
June 2014
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Group,
General Manager of Purchasing Head Office
January 2016
Director, Assistant Head of Sales Division
responsible for Industrial Materials Business Groupand Purchasing
June 2018
Managing Director, Head of Production Division
responsible for Production Innovation
June 2020
Senior Managing Director, Head of Sales Division
responsible for Shoes Business Group (to present)[Reason for nomination as candidate for director]
Mr. Ichiro Hikage has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the sales and production divisions. The Company believes that he drives theGroup forward and sustainably improves corporate value, and therefore renominates him as a candidate for a
director.

- 15 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2002

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

Joined the Company
Managing Executive Officer responsible forElectronic Materials Development; Manager of First
Development Group and General Manager of Static
Electricity Technology Department, Research &Development Head Office
June 2004
Director responsible for Industrial Materials
Production, Deputy General Manager of Research &Development Head Office
June 2006
Director, General Manager of Research &Development Head Office
September 2006 Director, General Manager of Research &Development Head Office and Intellectual Property
Department
June 2007
Managing Director responsible for New Businesses,
General Manager of Research & Development Head
OfficeJune 2008
Managing Director, Head of Industrial Materials
Business Group, General Manager of Research &Development Head Office
October 2008
Managing Director, Head of Plastic Business Groupand Industrial Materials Business Group
June 2010
Representative Senior Managing Director in chargeof Sales Division and responsible for Overseas
Business
June 2012
Representative Director and President (to present)

Number ofshares of theCompany held

25,100[Reason for nomination as candidate for director]
Mr. Mamoru Ito has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience serving as the Company’s representative for 12 years. The Company believes that hedrives the Group forward and sustainably improves corporate value, and therefore renominates him as a
candidate for a director.

- 16 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
June 2010
June 2012

Minoru Fujisawa(March 11, 1960)

January 2016
June 2018[Reappointment]
3

June 2020

Joined the Company
Managing Executive Officer, General Manager ofFinancial Accounting Head OfficeDirector, General Manager of Financial Accounting
Head Office and Corporate Planning Head OfficeDirector, General Manager of Financial Accounting
Head Office
Managing Director responsible for CSR, Personnel
and Administration, and Financial Accounting;General Manager for Compliance Head Office
Managing Director, Head of Administration
Division responsible for CSR (to present)

Number ofshares of theCompany held

8,400

[Significant concurrent positions]Representative Director, Achilles Shouji Corporation

4[Reason for nomination as candidate for director]
Mr. Minoru Fujisawa has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the administration division. The Company believes that he drives theGroup forward and sustainably improves corporate value, and therefore renominates him as a candidate for a
director.
February 1992 Joined the Company
June 2016
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office andIndustrial Materials Factory
January 2018
Managing Executive Officer, General Manager of
Hiroki Yokoyama
Industrial Materials Production Head Office(October 22, 1965)
June 2019
Managing Executive Officer, General Manager of
3,900
Industrial Materials Production Head Office and[Reappointment]
Industrial Materials Factory
January 2020
Managing Executive Officer, General Manager ofIndustrial Materials Production Head Office
June 2020
Director, Head of Production Division, General
Manager of Industrial Materials Production Head
Office (to present)[Reason for nomination as candidate for director]
Mr. Hiroki Yokoyama has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the production division. The Company believes that he drives the Group
forward and sustainably improves corporate value, and therefore renominates him as a candidate for a director.

- 17 -

No.

Name(Date of birth)

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

5

6

Number ofshares of theCompany held

Joined the Company
Managing Executive Officer, General Manager ofAutomotive Materials Division and Automotive
Materials Sales Department
April 2015
Managing Executive Officer, General Manager ofAutomotive Materials Division
Takaya Okura
June 2018
Director responsible for Plastic Business Group and(August 4, 1960)
Purchasing, General Manager of Automotive
2,900
Materials Division[Reappointment]
June 2020
Director responsible for Plastic Business Group,
General Manager of Automotive Materials Division(to present)[Significant concurrent positions]
Chairperson, Achilles (Shanghai) International Trading Co., Ltd. and
Achilles (Foshan) New Material Technology Co., Ltd.
[Reason for nomination as candidate for director]
Mr. Takaya Okura has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the Plastic Business Group and representing overseas subsidiaries. The Company
believes that he drives the Group forward and sustainably improves corporate value, and therefore renominates
him as a candidate for a director.
April 1976
Joined the Company
June 2011
Managing Executive Officer, General Manager ofUrethane Division and Branch Office Urethane
Sales Department
Katsuji Yamamoto
January
2013
Managing Executive Officer, General Manager of(November 12, 1957)
3,000
Urethane DivisionDecember 2014 Managing Executive Officer, General Manager of[Reappointment]
Urethane Division and Branch Office Urethane
Sales Department
June 2020
Director responsible for Industrial Materials
Business Group (to present)[Reason for nomination as candidate for director]
Mr. Katsuji Yamamoto has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading the Industrial Materials Business Group. The Company believes that hedrives the Group forward and sustainably improves corporate value, and therefore renominates him as a
candidate for a director.

- 18 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
June 2020

Tatsuya Yanagawa(August 31, 1965)[New appointment]
7

8

Joined the Company
Managing Executive Officer responsible forOverseas Business Promotion, General Manager ofIndustrial Materials Sales Department
October 2021
Managing Executive Officer responsible forOverseas Business Promotion, General Manager ofIndustrial Materials Division and Industrial
Materials Sales Department (to present)[Significant concurrent positions]
Chairperson, Achilles Advanced Technology Co., Ltd.

Number ofshares of theCompany held

2,000

[Reason for nomination as candidate for director]
Mr. Tatsuya Yanagawa has a high level of insight and a wealth of experience with regard to the Group’sbusiness, including experience leading overseas business promotion and the Industrial Materials Division. The
Company believes that he drives the Group forward and sustainably improves corporate value, and therefore
nominates him as a candidate for a director.
April 1993
Joined the Company
Kazuaki Kono
June 2018
Managing Executive Officer, General Manager of(November 29, 1970)
Financial Accounting Head Office and Financial
2,200
Accounting Department[New appointment]
January 2020
Managing Executive Officer, General Manager ofFinancial Accounting Head Office (to present)[Reason for nomination as candidate for director]
Mr. Kazuaki Kono has a high level of insight and a wealth of experience with regard to the Group’s business,
including experience leading the financial accounting division. The Company believes that he drives the Group
forward and sustainably improves corporate value, and therefore nominates him as a candidate for a director.

- 19 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1978
August 1995
April 1998
April 2004

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

9

April 2010
April 2015
April 2017

April 2018
June 2018
April 2019
April 2021
April 2022

Joined KAJIMA CORPORATION
Chair of Employee Association
General Manager, Sales and Marketing Department,
Sales and Marketing Division
General Manager, Sales and Marketing Control
Department, Sales and Marketing Division
Executive Officer; Deputy General Manager, Sales
and Marketing Division
Managing Executive Officer; Deputy General
Manager, Sales and Marketing Division
Adviser (Part-time)
Senior Managing Executive Officer, Kajima
Tatemono Sogo Kanri Co., Ltd
Adviser (Full-time), KAJIMA CORPORATION
Director, the Company (to present)
Senior Managing Executive Officer, Kajima
Tatemono Sogo Kanri Co., Ltd
Specially Appointed Adviser (to present)
Adviser, Ishiguro Co., Ltd. (to present)

Number ofshares of theCompany held

2,500

[Reason for nomination as candidate for external director and expected roles]
Mr. Osamu Sato has a high level of insight and a wealth of experience with regard to corporate management
and the construction and civil engineering industry, including experience serving as an executive officer of
KAJIMA CORPORATION for a long period of time. Since assuming the office of a director of the Company inJune 2018, he has appropriately made recommendations and given advice from a standpoint independent of the
management team that executes business. His recommendations and advice are relevant to management
decisions made by the Board of Directors and expansion of products related to infrastructure development, apriority for the Company, and he is expected to continue to contribute to the Company in the ways describedabove. For these reasons, the Company believes that he drives the Group forward and sustainably improves
corporate value, and therefore renominates him as a candidate for an external director.

- 20 -

No.

Name(Date of birth)

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

10

Number ofshares of theCompany held

Joined Mitsui Petrochemical Industries, Inc.
(currently Mitsui Chemicals, Inc.)
November 1994 Obtained Ph.D. in Engineering from Kyoto
Hitoshi Tachino
University(September 30, 1957) April 2010
General Manager of Planning Division, DuPontMitsui Polychemicals Co., Ltd.
―
June 2011
Director responsible for Planning and[New appointment]
Administration[External]
June 2013
Director responsible for Sales and Marketing[Independent]
June 2016
President
June 2019
President, DOW-MITSUI POLYCHEMICALS CO.,LTD.
[Reason for nomination as candidate for external director and expected roles]
Mr. Hitoshi Tachino has a high level of insight and a wealth of experience with regard to corporate
management and the chemical industry, including experience serving as president of DOW-MITSUIPOLYCHEMICALS CO., LTD. Taking advantage of his insight and experience, he is expected to appropriately
make recommendations and give advice from a standpoint independent of the management team that executes
business. His recommendations and advice are expected to be relevant to management decisions made by the
Board of Directors and expansion of the biomass and biodegradable materials businesses to reduce plastic use, abusiness challenge facing the Company. For these reasons, the Company believes that he drives the Group
forward and sustainably improves corporate value, and therefore nominates him as a candidate for an external
director.

- 21 -

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

- 22 -

Proposal 4:

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

If Proposal 2 Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will make a transition to a company with an Audit & Supervisory Committee.
Accordingly, the Company proposes to elect five (5) directors who are Audit & Supervisory
Committee Members.
The Audit & Supervisory Board has approved this proposal.
This proposal will come into effect on condition that the amendments to the Articles ofIncorporation in Proposal 2 Partial Amendments to the Articles of Incorporation take effect.
The candidates for directors who are Audit & Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1975
June 2006
October 2007

1

2

Number ofshares of theCompany held

Joined the Company
General Manager of Cost Accounting Department
General Manager of Financial Accounting
Shigeru Yamada
Department(October 9, 1956)
January 2008
General Manager of Cost Accounting Department
7,800
January 2010
General Manager of Ashikaga Administration[New appointment]
Department
January 2013
General Manager of Cost Accounting Department
June 2015
Full-time Audit & Supervisory Board Member (topresent)[Reason for nomination as candidate for director]
Mr. Shigeru Yamada has a high level of insight and a wealth of experience with regard to the Group’s businessand finance, accounting, and administration, including experience holding key positions in the financial
accounting and general administration divisions. In addition, he has long performed his duties appropriately asan Audit & Supervisory Board Member. The Company believes that he can effectively supervise and audit theBoard of Directors, and therefore nominates him as a candidate for a director who is an Audit & Supervisory
Committee Member.
April 1989
Joined the Company
July 2008
General Manager of Personnel and Administration
Nobuyuki Kikuiri
Department(July 29, 1965)
January 2013
General Manager of Ashikaga Administration
1,500
Department
June 2020
Substitute Audit & Supervisory Board Member[New appointment]
June 2021
Full-time Audit & Supervisory Board Member (topresent)[Reason for nomination as candidate for director]
Mr. Nobuyuki Kikuiri has a high level of insight and a wealth of experience with regard to the Group’s businessand personnel, labor, and administration, including experience holding key positions in the personnel andadministration division. In addition, he has performed his duties appropriately as an Audit & Supervisory Board
Member. The Company believes that he can effectively supervise and audit the Board of Directors, andtherefore nominates him as a candidate for a director who is an Audit & Supervisory Committee Member.

- 23 -

No.

Name(Date of birth)

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

Masako Sudo
(September 9, 1972)[New appointment][External][Independent]

3

June 2002
June 2011
June 2020
June 2021

Registered as an attorney-at-law
Tokyo Aoyama Aoki Law Office
Established Iwamoto Law Office (to present)
Audit & Supervisory Board Member, the Company
Director (to present)
Outside Audit & Supervisory Board Member,
ITOCHU ENEX CO., LTD. (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]
Iwamoto Law OfficeOutside Audit & Supervisory Board Member, ITOCHU ENEX CO.,LTD.
[Reason for nomination as candidate for external director and expected roles]
Ms. Masako Sudo is a licensed attorney-at-law well-versed in corporate law, and has a wealth of experience,
including experience serving as an outside Audit & Supervisory Board Member of ITOCHU ENEX CO., LTD.
Since assuming the office of an external director of the Company, she has appropriately made recommendations
and given advice at Board of Directors meetings based on her expertise. The Company expects her to contributeto the Audit & Supervisory Committee as well in the ways described above. For these reasons, the Company
believes that she can effectively supervise and audit the Board of Directors from an objective and fairstandpoint, and therefore nominates her as a director who is an Audit & Supervisory Committee Member.
Although she has never been involved in corporate management in ways other than being an outside officer, theCompany believes, for the above reasons, that she is capable of performing the duties appropriately.

- 24 -

No.

Name(Date of birth)

Yoshinori Ariga(July 19, 1964)[New appointment][External][Independent]

4

Career summary, positions, responsibilities,
and significant concurrent positions
October 1989
Chuo Shinko Audit Corporation
March 1994
Registered as a certified public accountant
October 1995
PricewaterhouseCoopers LLP
September 2000 ChuoAoyama Audit Corporation
September 2004 Established Ariga Yoshinori Accounting Office (topresent)
September 2004 Sakamaki Keiji Tax Advisor Office
January 2005
Registered as a licensed tax accountant
June 2011
Substitute Audit & Supervisory Board Member, theCompany
September 2011 Supervisory Director, Activia Properties Inc. (topresent)
January 2013
Established Ariga Yoshinori Tax Advisor Office (topresent)
June 2016
Audit & Supervisory Board Member, the Company(to present)

Number ofshares of theCompany held―

[Significant concurrent positions]
Ariga Yoshinori Accounting and Tax Advisor Office
Supervisory Director, Activia Properties Inc.
[Reason for nomination as candidate for external director and expected roles]
Mr. Yoshinori Ariga is a licensed certified public accountant and tax accountant well-versed in finance andaccounting, and has a wealth of practical experience cultivated over long years. Since assuming the office of an
Audit & Supervisory Board Member of the Company, he has appropriately made recommendations and given
advice at Audit & Supervisory Board meetings based on his expertise in finance and accounting. The Company
expects him to contribute to the Audit & Supervisory Committee as well in the ways described above. For thesereasons, the Company believes that he can effectively supervise and audit the Board of Directors from an
objective and fair standpoint, and therefore nominates him as a director who is an Audit & Supervisory
Committee Member. Although he has never been involved in corporate management in ways other than being
an outside officer, the Company believes, for the above reasons, that he is capable of performing the duties
appropriately.

- 25 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Registered as an attorney-at-law
Hayabusa Kokusai Law Offices
November 2006 Greenberg Traurig LLP, New York
November 2007 Hayabusa Asuka Law Offices
January 2008
Partner, Hayabusa Asuka Law Offices
January
2009
Atsumi & Partners
Chie KasaharaPartner, Atsumi & Partners (currently Atsumi &(September 15, 1968) January 2010
Sakai) (to present)(Name on the family
June
2015
Audit & Supervisory Board Member (Outside),register: Chie Fukuda)
Credit Saison Co., Ltd. (to present)
June
2016
Substitute Audit & Supervisory Board Member, the[New appointment]
Company[External]
June 2019
Audit & Supervisory Board Member (to present)[Independent]
December 2020 Outside Auditor, MTI Ltd. (to present)

Number ofshares of theCompany held

April 2000

5―

[Significant concurrent positions]
Partner, Atsumi & Sakai
Audit & Supervisory Board Member (Outside), Credit Saison Co., Ltd.
Outside Auditor, MTI Ltd.
[Reason for nomination as candidate for external Director and expected roles]
Ms. Chie Kasahara is a licensed attorney-at-law well-versed in corporate law, and has a wealth of experience,
including experience serving as an outside Audit & Supervisory Board Member of Credit Saison Co., Ltd. andoutside auditor of MTI Ltd. Since assuming the office of an Audit & Supervisory Board Member of theCompany, she has appropriately made recommendations and given advice at Audit & Supervisory Board
meetings based on her expertise. The Company expects her to contribute to the Audit & Supervisory Committee
as well in the ways described above. For these reasons, the Company believes that she can effectively supervise
and audit the Board of Directors from an objective and fair standpoint, and therefore nominates her as a director
who is an Audit & Supervisory Committee Member. Although she has never been involved in corporate
management in ways other than being an outside officer, the Company believes, for the above reasons, that she
is capable of performing the duties appropriately.

- 26 -

Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Masako Sudo, Mr. Yoshinori Ariga, and Ms. Chie Kasahara are candidates for external
directors.
3. Ms. Masako Sudo currently serves as an external director of the Company. She will have
served as an external director for two (2) years at the conclusion of this meeting.
4. Mr. Yoshinori Ariga and Ms. Chie Kasahara currently serve as external Audit & Supervisory
Board Members of the Company. They will have served as Audit & Supervisory Board
Members for six (6) years and three (3) years respectively at the conclusion of this meeting.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company
has entered in to agreements with Ms. Masako Sudo, Mr. Yoshinori Ariga, and Ms. Chie
Kasahara to limit their liability for damages under Article 423, Paragraph 1 of the same Act.
An overview of the agreements is as follows:
The agreements limit the liability for damages to ¥10 million or the amount prescribed bylaws and regulations, whichever is higher. If the election of Ms. Masako Sudo, Mr. Yoshinori
Ariga, and Ms. Chie Kasahara is approved, the Company intends to continue the agreementswith them.
6. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the insurance
policy covers liability, such as damages and legal expenses, to be borne by the insured,
including directors. However, there are certain grounds for exemptions; for example, liability
arising from actions taken with the knowledge that they are in violation of laws andregulations will not be covered by the policy. The insurance premiums for the policy and all
added special clauses are borne by the Company and no substantial insurance premiums areborne by the insured. To ensure that the appropriateness of the performance of duties is not
impaired, the policy has a deductible, etc. If the candidates assume the office of directors who
are Audit & Supervisory Committee Members, all of them will be insured under the
insurance contract. The Company intends to renew the insurance contract with the samecontent during their terms of office.
7. Mr. Yoshinori Ariga and Ms. Chie Kasahara have been designated as independent
directors/auditors who are unlikely to have conflicts of interests with general shareholders, as
required by the Tokyo Stock Exchange.
8. Ms. Masako Sudo has been designated as an independent director/auditor who is unlikely tohave conflicts of interests with general shareholders, as required by the Tokyo Stock
Exchange.
The Company was under a legal advisory contract with Ms. Masako Sudo until March 2011.
Since the amount of legal fees paid to her, ¥1.2 million per year, was immaterial, theCompany considers that the contract does not affect her independence.

- 27 -

(Reference) Skills Matrix of Candidates for Directors
The candidates in Proposal 3 and Proposal 4 have knowledge, experience, and skills in the following
areas:
Name
IchiroHikageMamoruIto
MinoruFujisawa
HirokiYokoyama
TakayaOkura
Katsuji
Yamamoto
Tatsuya
Yanagawa
Kazuaki
Kono
Osamu
Sato
HitoshiTachinoShigeru
Yamada*Nobuyuki
Kikuiri*
MasakoSudo*
Yoshinori
Ariga*
Chie
Kasahara*

Corporate
management

Sales/
Marketing

Production/
Technology

○

○

○

○

Personnel/HRdevelopment

Legal affairs/
Compliance

GlobalESG/
Sustainability

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Finance/
Accounting/Tax affairs

○

○

○

○
○

○

○

○
○

External○○

External

○

○

○

○
○

○
○

External
External

○

○

○

○

○
○

External○○○*Audit & Supervisory Committee Member- 28 -○

Proposal 5:

Election of One (1) Substitute Director Who Is an Audit & Supervisory Committee
MemberIf Proposal 2 Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will make a transition to a company with an Audit & Supervisory Committee.
Accordingly, the Company proposes to elect one (1) substitute director who is an Audit &Supervisory Committee Member, to prepare for the event that the number of directors who are Audit &Supervisory Committee Members falls below the number required by laws and regulations.
The Audit & Supervisory Board has approved this proposal.
This proposal will come into effect on condition that the amendments to the Articles ofIncorporation in Proposal 2 Partial Amendments to the Articles of Incorporation take effect.
The candidate for substitute director who is an Audit & Supervisory Committee Members is asfollows:- 29 -

Name(Date of birth)

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

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

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

Number ofshares of theCompany held―

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

- 30 -

Notes: 1. There are no special interests between the candidate and the Company.
2. The candidate is a candidate for a substitute external director.
3. If the candidate assumes the office of an external director, the Company intends to enter into
an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of theCompany Act, pursuant to the provisions of Article 427, Paragraph 1 of the same Act. An
overview of the agreement is as follows:
The agreement limits the liability for damages to ¥10 million or the amount prescribed bylaws and regulations, whichever is higher.
4. The Company has entered into a directors and officers liability insurance contract with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. In theevent of a claim for damages submitted by a shareholder or a third party, etc., the insurance
policy covers liability, such as damages and legal expenses, to be borne by the insured,
including directors. However, there are certain grounds for exemptions; for example, liability
arising from actions taken with the knowledge that they are in violation of laws andregulations will not be covered by the policy. The insurance premiums for the policy and all
added special clauses are borne by the Company and no substantial insurance premiums areborne by the insured. To ensure that the appropriateness of the performance of duties is not
impaired, the policy has a deductible, etc. If the candidate assumes the office of a director
who is an Audit & Supervisory Committee Member, he will be insured under the insurance
contract. The Company intends to renew the insurance contract with the same content during
his term of office.
5. The candidate meets the conditions to be designated as an independent director/auditor who
is unlikely to have conflicts of interests with general shareholders. If he assumes the office ofan external director, the Company intends to designate him as an independent/auditor, as
required by the Tokyo Stock Exchange.

- 31 -

Proposal 6:

Determination of the Amount of Remuneration for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)

If Proposal 2 Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will make a transition to a company with an Audit & Supervisory Committee.
The 87th Annual General Meeting of Shareholders held on June 28, 2007, by its resolution,
approved the amount of annual remuneration for directors of the Company to be not more than ¥350
million, which has been applied to date. Following the transition to a company with an Audit &Supervisory Committee, the Company proposes to abolish the amount and set a new amount of annual
remuneration for directors (excluding directors who are Audit & Supervisory Committee Members),
which will be not more than ¥300 million (of which not more than ¥30 million per annum will be forexternal directors).
The Company considers this proposal to be reasonable because it is in line with the policy for
determination of the details of remuneration, etc. for individual directors described from page 45 onwardof the Japanese original and is based on comprehensive consideration of the business scale, compositionof officers, and business development of the Company.
The Company will be allowed to pay bonuses, etc. within the scope of the proposed amount of
remuneration. Meanwhile, the employee salary and bonus portion for directors who serve concurrently as
employees will not be included.
The Company currently has nine (9) directors (of which three (3) are external directors). If Proposal
2 and Proposal 3 are approved as proposed, the Company will have ten (10) directors (of which two (2)are external directors; excluding directors who are Audit & Supervisory Committee Members) relevant tothis proposal.
This proposal will come into effect on condition that the amendments to the Articles ofIncorporation proposed in Proposal 2 Partial Amendments to the Articles of Incorporation take effect.

Proposal 7:

Determination of the Amount of Remuneration for Directors Who Are Audit &Supervisory Committee Members

If Proposal 2 Partial Amendments to the Articles of Incorporation is approved as proposed, the Company
will make a transition to a company with an Audit & Supervisory Committee.
Accordingly, the Company proposes to set the amount of annual remuneration for directors who are
Audit & Supervisory Committee Members at not more than ¥70 million.
The Company considers this proposal to be reasonable because it is based on comprehensive
consideration of the business scale, composition of officers, and business development of the Company.
The Company will be allowed to pay bonuses, etc. within the scope of the proposed amount of
remuneration.
If Proposal 2 and Proposal 4 are approved as proposed, the Company will have five (5) directors
who are Audit & Supervisory Committee Members relevant to this proposal.
This proposal will come into effect on condition that the amendments to the Articles ofIncorporation proposed in Proposal 2 Partial Amendments to the Articles of Incorporation take effect.

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