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

Securities code: 2168
August 9, 2023
Start date of measures for electronic provision: August 1, 2023

To: Our shareholders
Yasuyuki Nambu
Group CEO and President
Pasona Group Inc.
1-5-1 Marunouchi, Chiyoda-ku
Tokyo, Japan

Notice of the FY2022 Ordinary General Meeting of Shareholders
Dear shareholders,
We would like to notify you of the FY2022 (June 1, 2022 through May 31, 2023) Ordinary General
Meeting of Shareholders (hereinafter referred to as the “Meeting”) of Pasona Group Inc. (referred to as“Pasona” or the “Company”), to be held as follows.
Please review the following documents and information for reference for the Meeting and exercise yourvoting rights in writing or via the internet, etc., by 5:30 p.m. on Wednesday, August 23, 2023 (Japan
Standard Time). Thank you very much for your cooperation.
1. Date & time

1:00 p.m., Thursday, August 24, 2023

2. Place

501AB Sapia Hall, Station Conference Tokyo (5th floor), Sapia Tower, 1-7-12
Marunouchi, Chiyoda-ku, Tokyo

3. Meeting agenda
Reporting

1: Reporting on the Business Report, the Consolidated Accounting Documents,
and the Audit Reports of the Accounting Auditor and the Audit and Supervisory
Committee for the Consolidated Accounting Documents for FY2022
2: Reporting on the Non-consolidated Accounting Documents for FY2022

Resolutions

Proposal 1: Partial amendments to the Articles of Incorporation
Proposal 2: Election of five directors (excluding directors who are Audit andSupervisory Committee members)
Proposal 3: Election of five Directors who are Audit and Supervisory Committee
Members

4. Instructions for exercising voting rights
Persons that are attending as proxies of shareholders need to be shareholders themselves. A proxy can
only be entrusted to one shareholder with voting rights in the Company.
If approval or disapproval is not indicated for each proposal on the Voting Form, it shall be treated as
an indication of approval.
Note: Please note that no gifts or light meals, etc., will be provided for attendees at the Meeting this year.

1

In convening this General Meeting of Shareholders, the Company has taken measures to provide
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the FY2022 Ordinary General Meeting of Shareholders”
and “Notice of the FY2022 Ordinary General Meeting of Shareholders: Other Matters Subject to Measuresfor Electronic Provision (Matters Omitting the Distribution of Documents)” on the Company’s website.
The Company’s website:
https://www.pasonagroup.co.jp/ir/info/stockholders_meeting.html
Tokyo Stock Exchange website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
To access this information, please enter the company’s name or securities code "2168" and click “Search”, then select "Basic Information"and "Documents for public inspection/PR information" in that order.

The documents for this Notice, which are to be sent to shareholders who have requested the delivery of
the paper copy in accordance with laws and regulations and the Articles of Incorporation, have been sent
to all shareholders.
(Notes)1. If attending on the day, please present the enclosed Voting Form to reception.
2. If attending, we would appreciate it if you could understand that the dress code for the Meeting consists of light business attire (“CoolBiz”).
3. If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters before
and after the revisions will be posted on each of the websites above.
4. The following matters are not included in this Notice in accordance with provisions of laws and regulations as well as Article 14 of theCompany's Articles of Incorporation. These matters are included in the scope of the audit conducted by the Audit and Supervisory
Committee or the Accounting Auditor in preparing an audit report.
(i) “Matters Concerning Stock Acquisition Rights,” “Matters Concerning Accounting Auditors,” and “Systems for Ensuring Proper
Operations of the Company and the Status of the Management” in the Business Report(ii) “Consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Consolidated Financial Statements” in Consolidated
Financial Statements(iii) “Non-consolidated Statements of Changes in Shareholders’ Equity” and “Notes to Non-consolidated Financial Statements” in Nonconsolidated Financial Statements2

Proposal and Reference:

Proposal 1:
Partial amendments to the Articles of Incorporation
1. Reasons for Amendments:(1) The Company is making these additions and changes to the business purpose in Article 2 (Purpose) of thecurrent Articles of Incorporation in order to organize the Company’s purpose in line with current circumstances
and to respond to the diversification of the Company’s business in the future.
(2) From the viewpoint of further strengthening corporate governance, the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) shall be reduced from "not more than 15" to "notmore than 10" with respect to Article 17 (Number of Directors) of the current Articles of Incorporation. This shallbe done to keep the overall number of Directors at an appropriate size.
2. Details of Amendments:
The amendments are as follows.
(Underlined parts indicate being subject to amendment)
Current Articles of Incorporation

Proposed Amendments(Purpose)(Purpose)

Article 2 (Omitted)

Article 2 (Unchanged)

1. (Omitted)(1) - (8) (Omitted)(9) IT and Internet-Related Business

1. (Unchanged)(1) - (8) (Unchanged)(9) Business Related to IT, Internet, Software, andSystems(10) Business Related to Personal
Computers, Computer Systems, andComputer Software(11) Collection and Provision of Various
Information Using the Internet, Planningand Development of Information on Job
Offers and Job Seeking, and Operationof Such Systems(12) - (13) (Omitted)(14) Planning, Production, and Sales ofBooks, Magazines, and Videotapes
Related to Corporate Information and
Human Resources Information(15) Planning and Holding of Various
Culture Courses(Newly Established)(Newly Established)(Newly Established)(Newly Established)(Newly Established)(Newly Established)(Deleted)(Deleted)(10) - (11) (Unchanged)(Deleted)(Deleted)(12) Business to Promote Employment of Persons
with Disabilities(13) In-home Care Support, In-home Services, Adult
Daycare Services, Preventive Care Services, andFacility Services Business under Japan's Long-term
Care Insurance Act(14) Planning, Design, Supervision, Construction,
Installation, Operation, and Management of Childcare
Centers(15) Research and Information-gathering Services
Related to Intellectual Property Rights(16) Contracting for Management, Operation and
Administration of Hotels, Restaurants, Inns, Cultural
Facilities, Etc.
(17) Consulting Business Related to Regional
Development

3

(Newly Established)(16) (Omitted)(17) All Operations Incidental to (1)Through (16) Above(18) (Omitted)
2. Independent Operation of Each of theBusinesses Listed in (1) Through (18)Above
3. (Omitted)(Number of Directors)
Article 17
The Company shall have not more than
15 Directors (excluding Directors who
are Audit andSupervisory Committee Members).
2. (Omitted)(18) Travel Agency and Travel Agency Business
Representative(19) (Unchanged)(20) All Operations Incidental to (1) Through (19)Above(21) (Unchanged)
2. Independent Operation of Each of the Businesses
Listed in (1) Through (21) Above
3. (Unchanged)(Number of Directors)
Article 17
The Company shall have not more than 10 Directors(excluding Directors who are Audit andSupervisory Committee Members).
2. (Unchanged)

4

Proposal 2:
Election of Five Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
The term of office for all five Directors (excluding Directors who are Audit and Supervisory Committee Members)
will expire at the conclusion of the Meeting. Accordingly, it is hereby proposed that five Directors (excluding
Directors who are Audit and Supervisory Committee Members) will be elected. The Nomination andCompensation Committee, of which the majority are Independent Outside Directors, deliberates on this proposal,
giving due consideration to the composition of the Board of Directors as a whole so as to ensure diversity interms of knowledge, experience, qualifications, etc., and submits a draft proposal for candidates to the Boardof Directors, which deliberates and determines the candidates for Directors based on such findings. The Audit
and Supervisory Committee of the Company judges that the procedures for determining candidates areappropriate. The candidates for the Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.

Candidateno.

Current position and responsibilities
at the Company

Name

Attendanceat meetings ofthe Board of Directors

1

Yasuyuki Nambu

Reappointment

Group CEO & President

100% (16 out of 16
meetings)

2

Junko Fukasawa

Reappointment

Executive Officer & Vice President, General
Manager of the Pasona Way Headquarters,
responsible for the Social Contribution
Department

100% (16 out of 16
meetings)

3

Kinuko Yamamoto

Reappointment

Executive Officer & Vice President, General
Manager of the New Business
Development Headquarters

100% (16 out of 16
meetings)

Reappointment

Executive Officer & Vice President,
General Manager of
the Corporate Planning Headquarters,
General Manager of the Growth Strategy
Headquarters

100% (16 out of 16
meetings)

Reappointment

Managing Executive Officer & Director,
General Manager of the International
Business Headquarters & Deputy General
Manager of the Corporate Planning
Headquarters, Pasona Group Inc.

100% (16 out of 16
meetings)

4

5

Hirotaka Wakamoto

Makiya Nambu

5Reappointment

No.

1

Name

Yasuyuki Nambu

Birth dateNo. of Company shares owned

Jan. 5, 1952

14,763,200 shares

Position, main areas of responsibility, brief career summary, and important concurrent duties
Feb. 1976

Established Man Power Center Inc. (currently Nambu Enterprise Inc.)

Apr. 1991

Senior Managing Director
Representative Director, Man Power Center Inc.

Mar. 1992

Representative Director, Temporary Sunrise Inc. (currently Pasona Inc.)

Mar. 1996

Director, Business Coop Inc. (currently Benefit One Inc.)

Apr. 1999

President & COO, Pasona Inc. (currently Nambu Enterprise Inc.)

Jun. 2000

Group CEO, Pasona Inc.

Aug. 2004

Group CEO & President, General Manager of the Sales and Marketing Headquarters, Pasona Inc.

Dec. 2007

Representative Director, Pasona Inc.
Group CEO & President, Pasona Group Inc. (to present)

Jun. 2010

Chairman & Director, Benefit One Inc.

Aug. 2011

Chairman & Representative Director, Pasona Inc. (to present)
Attendance at meetings of the Board of Directors

16 out of 16 meetings (100%)
Important concurrent duties
Chairman & Representative Director, Pasona Inc.
Reason for nomination as a Director

He has a wealth of knowledge, experience, and achievements, including driving the Group’s growth since
its founding in 1976. He has demonstrated strong leadership for promoting Group management and ensuring
sustainable growth, thus the Company expects that he will continue to fulfill his duties as a Director.

6

Reappointment

No.

2

Name

Junko Fukasawa

Birth dateNo. of Company shares owned

May 28, 1953

194,700 shares

Position, main areas of responsibility, brief career summary, and important concurrent duties
Apr. 1974
Jul. 1978

Joined Mitsui Toatsu Chemicals Inc. (currently Mitsui Chemicals, Inc.)
Joined DENTSU INC. (currently Dentsu Group Inc.)

Sep. 1981

Joined Temporary Center Inc. (currently Nambu Enterprise Inc.)

Jan. 1990

Director, General Manager of the Public Relations Department, Temporary Center Inc.

Jun. 2000

Senior Managing Executive Officer, General Manager of the Human Resources & Planning
Headquarters, Pasona Inc.

Apr. 2003

President & COO, Pasona Heartful Inc. (to present)

Dec. 2007

Senior Managing Director, responsible for the Human Resources Division, Public Relations andAdvertising Department, General Manager of the Social Contribution Department,
Pasona Group Inc.

Jun. 2015

Senior Managing Director, General Manager of the Human Resources & Planning Headquarters,
responsible for the Social Contribution Department, Pasona Group Inc.

Jun. 2017

Chairman & Director, Benefit One Inc. (to present)

Aug. 2017

Executive Officer & Vice President, General Manager of the Human Resources & Planning
Headquarters, responsible for the Social Contribution Department, Pasona Group Inc.

Aug. 2018

Executive Officer & Vice President, General Manager of the Pasona Way Headquarters, responsible for
the Social Contribution Department, Pasona Group Inc. (to present)
Attendance at meetings of the Board of Directors

16 out of 16 meetings (100%)
Important concurrent duties
President & COO, Pasona Heartful Inc.
Chairman & Director, Benefit One Inc.
Reason for nomination as a Director

As the person responsible for the Human Resources, Public Relations, Advertising, and Social Contribution
Department, she possesses a wealth of knowledge and experience. We expect that she will contribute to
the improvement of corporate value, thus the Company expects that she will continue to fulfill her duties asa Director.

7

Reappointment

No.

3

Name

Kinuko Yamamoto

Birth dateNo. of Company shares owned

Nov. 5, 1955

143,200 shares

Position, main areas of responsibility, brief career summary, and important concurrent duties
Feb. 1979

Joined Man Power Center Inc. (currently Nambu Enterprise Inc.)

Jan. 1990

Director, responsible for the Osaka Sales Headquarters, Man Power Center Inc.

Jun. 2000

Managing Executive Officer, General Manager of the Employment Development Department,
Pasona Inc.

Jun. 2005

President & COO, Kansai Employment Creation Organization Inc. (currently Pasona Masters Inc.)

Dec. 2007

Senior Managing Director, responsible for the New Business Development Division,
Pasona Group Inc.

Sep. 2012

President & COO, Pasona Furusato Incubation Inc.

Jun. 2015

Senior Managing Director, General Manager of the New Business Development Headquarters,
Pasona Group Inc.

Dec. 2016

President & COO, Nijigennomori Inc.

Aug. 2017

Executive Officer & Vice President, General Manager of the New Business Development Headquarters,
General Manager of the Smart Life Initiative Headquarters, Pasona Group Inc.

Sep. 2018

Executive Officer & Vice President, General Manager of the New Business Development Headquarters,
Pasona Group Inc. (to present)

Apr. 2020

President & COO, Pasona Smile Inc. (to present)
Attendance at meetings of the Board of Directors

16 out of 16 meetings (100%)
Important concurrent duties
President & COO, Pasona Smile Inc.
Reason for nomination as a Director

As the person responsible for new business development, she has worked for many years in the field ofregional revitalization and in various new businesses with the mission of creating jobs, and she possesses
a wealth of knowledge and experience related to business development. We expect that she will contributeto the improvement of corporate value, thus the Company expects that she will continue to fulfill her duties
as a Director.

8

Reappointment

No.

4

Name

Hirotaka Wakamoto

Birth dateNo. of Company shares owned

Nov. 2, 1960

44,100 shares

Position, main areas of responsibility, brief career summary, and important concurrent duties
Apr. 1984

Joined Saitama Bank, Limited (currently Resona Bank, Limited, Saitama Resona Bank,
Limited)Jun. 1989

Joined Temporary Center Inc. (currently Nambu Enterprise Inc.)

Sep. 2006

Managing Director, responsible for the Legal Department, Affiliated Company Department, andInternational Business Department, General Manager of the Corporate Planning Department, Pasona
Inc.

Dec. 2007

Managing Director, responsible for the CMO Department and the International Business
Department, General Manager of the Corporate Planning Division, Pasona Group Inc.

Jun. 2010

Director, Benefit One Inc.

Jul. 2012

Senior Managing Director, responsible for the Corporate Planning Division, Pasona Group Inc.

Aug. 2017

Executive Officer & Vice President, General Manager of the Corporate Planning &Administration Headquarters, Pasona Group Inc.

Aug. 2018

Executive Officer & Vice President, General Manager of the Corporate Planning
Headquarters, Pasona Group Inc.

Jun. 2019

President & COO, Pasona Knowledge Partner Inc. (to present)

Aug. 2020

Director, Bewith Inc. (to present)
Executive Officer & Vice President, General Manager of the Corporate Planning
Headquarters, General Manager of the Growth Strategy Headquarters, Pasona Group Inc. (to present)
President & COO, Pasona Force Inc. (to present)

Dec. 2021
Feb. 2023

Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Important concurrent duties
President & COO, Pasona Knowledge Partner Inc.
Director, Bewith Inc.
President & COO, Pasona Force Inc.
Reason for nomination as a Director

As the person responsible for management planning, he possesses a wealth of knowledge and experience,
including in the area of driving M&As. We expect that he will contribute to the improvement of corporate
value, thus the Company expects that he will continue to fulfill his duties as a Director.

9Reappointment

No.

5

Name

Makiya Nambu

Birth dateNo. of Company shares owned

Jul. 31, 1984

0 shares

Position, main areas of responsibility, brief career summary, and important concurrent duties
Apr. 2008

Joined Mitsubishi Corporation

Jun. 2013

Joined Pasona Inc.

Sep. 2018

Executive Officer, General Manager of the Global Business Division, Pasona Inc.

Dec. 2018

General Manager of the International Business Division, Pasona Group Inc. (to present)

Sep. 2021

Managing Executive Officer, General Manager of the Global Business Division, Pasona Inc. (to present)

Aug. 2022

Managing Executive Officer & Director, General Manager of the International Business Division(to present)
Managing Executive Officer & Director, General Manager of the International Business Headquarters & Deputy
General Manager of the Corporate Planning Headquarters, Pasona Group Inc.(to present)

Attendance at meetings of the Board of Directors
13 out of 13 meetings (100%)
Important concurrent duties
Managing Executive Officer & Director, Pasona Inc.
Reason for nomination as a Director

He has abundant experience and insight as the person in charge of the division tasked with global
operations of the Company and its important subsidiary company, and he is expected to contribute to theenhancement of the Company's corporate value. It is for these reasons that the Company expects that hewill continue to fulfill his duties as a Director.

(Notes)1. There are no conflicts of interest between each candidate and the Company.
2. The Company has an Officers Liability Insurance Contract as stipulated in Article 430-3, Paragraph 1 of the Companies
Act with an insurance company, under which all directors are insured. In addition to the Company-borne costs forcompensation for securities related damages, litigation costs, costs for internal investigation when incidents ofinappropriate conduct arise, the insurance contact covers costs for compensation for damages and litigation costs
incurred by the insured persons arising from claims for compensation of damages arising from actions (including
negligence) carried out pursuant to the company position of the relevant director or officer. However, certain exemptions
apply, such that the contract will not compensate for damages caused by acts committed with the knowledge that suchacts violate laws or regulations. Each Candidate is insured under the insurance contact. The insurance contract isscheduled to be renewed during the term of office of each candidate.
3. The number of shares of the Company owned by each candidate includes a stake in the Pasona Group Officer Stock
Ownership Association.

10

Proposal 3:

Election of five Directors who are Audit and Supervisory Committee Members
The term of office for four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of the Meeting. Accordingly, a new candidate is being added, and it is hereby proposed thatfive Directors who are Audit and Supervisory Committee Members will be elected.
The Nomination and Compensation Committee, of which the majority are Independent Outside Directors,
deliberates on this proposal, giving due consideration to the composition of the Board of Directors as awhole so as to ensure diversity in terms of knowledge, experience, qualifications, etc., and submits a draft
proposal for candidates to the Board of Directors, which deliberates and determines the candidates for
Directors based on such findings.
Consent has been obtained in advance from the Audit and Supervisory Committee for this proposal.
The candidates for the Directors who are Audit and Supervisory Committee Members are as follows.

Candidate
No.

Name

Current position
andresponsibilities at
the Company

Attendance atmeetings of theBoard ofDirectors

Attendance atmeetings of the
Audit andSupervisory
Committee

1

Kazufumi Nomura

Reappointment

Director(Full-time Audit andSupervisory
Committee Member)

100% (16 out of
16 meetings)

100% (14 out of
14 meetings)

2

Haruo Funabashi

Reappointment
Outside Director
Independent Director

Outside Director(Audit and Supervisory
Committee Member)

100% (16 out of
16 meetings)

100% (14 out of
14 meetings)

3

Kazuo Furukawa

Reappointment
Outside Director
Independent Director

Outside Director(Audit and Supervisory
Committee Member)

100% (16 out of
16 meetings)

100% (14 out of
14 meetings)

4

Ryohei Miyata

Reappointment
Outside Director
Independent Director

Outside Director(Audit and Supervisory
Committee Member)

100% (16 out of
16 meetings)

100% (14 out of
14 meetings)

5

Yutaka Atomi

New appointment
Outside Director
Independent Director

―

―

―

11

Reappointment

No.

Name

1

Kazufumi Nomura

Birth dateNo. of the Company’s shares owned

March 15, 1955

45,700 shares

Positions, main areas of responsibility, brief career summary and important concurrent duties
Apr. 1977

Joined Man Power Center Inc. (currently Nambu Enterprise Inc.)

Apr. 1985

Director, Man Power Center Inc.

Jun. 2000

Managing Executive Officer, General Manager of Kanto Sales & Marketing Division, Pasona Inc.

Jun. 2001

President & COO, NS Personnel Service Co., Ltd.

Apr. 2010

Chairman & Representative Director, NS Personnel Service Co., Ltd.

May. 2013

Senior Advisor, Pasona Inc.

Aug. 2013

Full-time Audit & Supervisory Board Member, Pasona Inc.

Aug. 2019

Director & Full-time Audit and Supervisory Committee Member, Pasona Group Inc. (to present)
Attendance at meetings of the Board of Directors

16 out of 16 meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee
14 out of 14 meetings (100%)
Important concurrent duties
Not applicable
Reason for nomination as a Director who is an Audit and Supervisory Committee Member

He has acquired profound knowledge from working as the President & COO of an affiliated company, as wellas an Audit & Supervisory Board Member of Pasona Inc. We therefore expect him to apply this insight insupervising the operations of the Company, which will then improve decision making along with audit andsupervisory functions. It is for these reasons that the Company expects that he will continue to fulfill his
duties as a Director who is an Audit and Supervisory Committee Member.

12

Reappointment

No.

2

Name

Haruo Funabashi

OutsideIndependent_

Birth dateNo. of the Company’s shares owned

Sep. 19, 1946

15,000 shares

Positions, main areas of responsibility, brief career summary and important concurrent duties
Jul. 1969

Joined the Ministry of FinanceJun. 1988

Head of the International Tax Division, Tax Bureau, Ministry of FinanceMay. 1989

Councilor, Embassy of Japan in France, Ministry of Foreign Affairs

Jul. 1994

Deputy Vice Minister of Finance, Ministry of FinanceMar. 1995

Tokyo Directors-General of Custom-Houses, Ministry of FinanceJun. 1998

Secretary‐General, Securities and Exchange Surveillance Commission

Jun. 2000

Director General & Chief Cabinet Secretary, National Land Agency (currently the Ministry of Land,
Infrastructure and Transport)

Jul. 2001

Deputy Director‐General of Land, Infrastructure and Transport, Ministry of Land, Infrastructure andTransport

Jul. 2002

Resigned from the Ministry of Land, Infrastructure and Transport

Feb. 2003

Representative Director, Sirius Institute Ltd. (to present)

Mar. 2005

Outside Audit & Supervisory Board Member, Kenedix, Inc. (to present)

Jun. 2006

Outside Audit & Supervisory Board Member, Konoike Transport Co., Ltd. (to present)

Dec. 2007

Outside Audit & Supervisory Board Member, Pasona Group Inc,

Dec. 2011

Outside Audit & Supervisory Board Member, EPS Corporation (currently EPS Holdings, Inc.) (to present)

Aug. 2019

Outside Director & Audit and Supervisory Committee Member, Pasona Group Inc. (to present)

Dec. 2019

Outside Director, EPS Holdings, Inc. (to present)
No. of years served as an Outside Director & Audit and Supervisory Committee Member

Four years (as of the conclusion of the Meeting)Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee
14 out of 14 meetings (100%)
Important concurrent duties
Representative Director, Sirius Institute Ltd.
Outside Director, EPS Holdings, Inc.
Reason for nomination as an Outside Director who is an Audit and Supervisory Committee Member

He has a wealth of experience from working in administration and as an Outside Director for the listedcompanies. Thus, we expect him to apply the profound knowledge he has acquired from his experience into
supervising the operations of the Company, and to improve decision making along with audit and supervisory
functions from an independent standpoint. It is for these reasons that the Company expects that he willcontinue to fulfill his duties as a Director who is an Audit and Supervisory Committee Member.
Mr. Haruo Funabashi has been registered as an Independent Director as prescribed by Tokyo Stock
Exchange, Inc. and will continue to serve as an Independent Director upon the approval of his reappointment.

13

Reappointment
Name

No.

3 Kazuo Furukawa

OutsideIndependent_

Birth dateNo. of the Company’s shares owned

Nov. 3, 1946

10,700 shares

Positions, main areas of responsibility, brief career summary and important concurrent duties
Apr. 1971

Joined Hitachi, Ltd.

Apr. 2005

Representative Executive Officer, Executive Vice President, General Manager and CEO of theTelecommunications Group, General Manager of Export Control, Hitachi, Ltd.

Apr. 2006

Representative Executive Officer and President, Hitachi, Ltd.

Jun. 2006

Director, Representative Executive Officer and President, Hitachi, Ltd.

May. 2007

Vice President, Incorporated association Japan Business Federation (currently General incorporated
association Japan Business Federation)

Apr. 2009

Director, Representative Executive Officer and Vice President, Hitachi, Ltd.

Jun. 2009

Senior Advisor, Hitachi, Ltd.

Jun. 2011

Chairman, General incorporated association Information Processing Society of Japan

Oct. 2011

Chief Director, Incorporated Administrative Agency New Energy and Industrial Technology Development
Organization (currently National Research and Development Agency New Energy and Industrial
Technology Development Organization)

Jun. 2019

Outside Director, NGK Insulators Ltd. (to present)

Aug. 2019

Outside Director & Audit and Supervisory Committee Member, Pasona Group Inc. (to present)
No. of years served as an Outside Director & Audit and Supervisory Committee Member

Four years (as of the conclusion of the Meeting)Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee
14 out of 14 meetings (100%)
Important concurrent duties
Outside Director, NGK Insulators Ltd.
Reason for nomination as an Outside Director who is an Audit and Supervisory Committee Member

He has worked as a Director, Representative Executive Officer and President for Hitachi, Ltd. He also has
expertise in technical fields including telecommunications, and has a wealth of experience in corporate andorganizational management. Thus, we expect him to apply the profound knowledge he has acquired fromhis experience to supervise the operations of the Company, and to improve decision making along with audit
and supervisory functions from an independent standpoint. It is for these reasons that the Company expects
that he will continue to fulfill his duties as a Director who is an Audit and Supervisory Committee Member.
Mr. Kazuo Furukawa has been registered as an Independent Director as prescribed by Tokyo Stock
Exchange, Inc. and will continue to serve as an Independent Director upon the approval of his reappointment.

14

Reappointment

No.

4

Name

Ryohei Miyata

OutsideIndependent_

Birth dateNo. of the Company’s shares owned

Jun. 8, 1945

300 shares

Positions, main areas of responsibility, brief career summary and important concurrent duties
Apr. 1997

Professor, Faculty of Fine Arts, Tokyo University of the Arts

Apr. 2004

Director & Vice-President, Tokyo University of the Arts

Dec. 2005

President, Tokyo University of the Arts

Feb. 2016

Commissioner, Agency of Cultural Affairs, Ministry of Education, Culture, Sports, Science andTechnology

Apr. 2016

Professor Emeritus & Advisor, Tokyo University of the Arts (to present)

Jul. 2021

Guest Professor, Nagaoka Institute of Design (to present)

Aug. 2021

Outside Director & Audit and Supervisory Committee Member, Pasona Group Inc. (to present)

May. 2022

President, The Nitten Public Interest Incorporated Association (to present)
No. of years served as an Outside Director & Audit and Supervisory Committee Member

Two years (as of the conclusion of the Meeting)Attendance at meetings of the Board of Directors
16 out of 16 meetings (100%)
Attendance at meetings of the Audit and Supervisory Committee
14 out of 14 meetings (100%)
Important concurrent duties
Professor Emeritus & Advisor, Tokyo University of the Arts
Guest Professor, Nagaoka Institute of Design
President, The Nitten Public Interest Incorporated Association
Reason for nomination as an Outside Director who is an Audit and Supervisory Committee Member

He has won many awards, including the Japan Art Academy Award, as a metal craftsman. In addition to a
wealth of experience in university management, he has also acquired expertise in art & culture, which isfundamental for the Company’s Regional Revitalization Projects, due to leading Japanese culturaladministration as a commissioner for the Agency of Cultural Affairs. Thus, the Company expects him to apply
the profound knowledge that he has acquired via his experience in supervising the operations of theCompany and to improve decision-making along with audit and supervisory functions, from an independent
standpoint. Although he has not been involved in the Company’s corporate management, it is for thesereasons that the Company expects that he will continue to fulfill his duties as a Director who is an Audit andSupervisory Committee Member.
Mr. Ryohei Miyata has been registered as an Independent Director as prescribed by Tokyo Stock Exchange,
Inc. and will continue to serve as an Independent Director upon the approval of his reappointment.

15

New appointment

No.

5

Name

Yutaka Atomi

OutsideIndependent_

Birth dateNo. of the Company’s shares owned

Dec. 5, 1944

0 sharePositions, main areas of responsibility, brief career summary and important concurrent duties
Apr. 1970 Intern Doctor, First Department of Surgery, Faculty of Medicine, The University of Tokyo
Jun. 1988 Visiting Researcher, Department of Surgery, University of California, San Francisco
Jul. 1992

Lecturer, First Department of Surgery, Faculty of Medicine, The University of Tokyo

Oct. 1992

Professor, First Department of Surgery, Faculty of Medicine, Kyorin University

Apr. 2004

Dean, Faculty of Medicine, Kyorin University

Apr. 2010

President, Kyorin University

Apr. 2018

President Emeritus, Kyorin University (to present)

Jun. 2018

President, Pancreas Research Foundation of Japan

Apr. 2019

President, International Medical Research Foundation (to present)

Jun. 2019
Jun. 2022
Jun. 2023

External Audit & Supervisory Board Member, SANKI ENGINEERING CO., LTD. (to present)
Outside Director, JCR Pharmaceuticals Co., Ltd. (to present)
President, The Japan China Medical Association (to present)
President, Atomi Gakuen (to present)

Important concurrent duties
President Emeritus, Kyorin University
President, International Medical Research Foundation
External Audit & Supervisory Board Member, SANKI ENGINEERING CO., LTD.
Outside Director, JCR Pharmaceuticals Co., Ltd.
President, The Japan China Medical Association
President, Atomi Gakuen
Reason for nomination as an Outside Director who is an Audit and Supervisory Committee Member

He has broad knowledge as a medical scientist, which is indispensable for the Company's healthcare
business, and abundant experience as a president and in the management of a university. We expect that
he will utilize the wide range of knowledge he has cultivated through his career in supervising themanagement of the Company, thereby strengthening the decision-making function and auditing supervisory
function of the Board of Directors from an independent standpoint.Therefore, we have determined that he isqualified for the position of Outside Director who is an Audit and Supervisory Committee Member.
Although he has not been involved in corporate management in the past by any means other than being an
outside director, for the reasons stated above, we believe that he will be able to appropriately perform his
duties as an Outside Director who is an Audit and Supervisory Committee Member.
Upon approval of Mr. Yutaka Atomi’s appointment, he will serve as an Independent Director as prescribedby Tokyo Stock Exchange, Inc.

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(Notes)
1. There are no conflicts of interest between each candidate and the Company.
2. The Company has entered into a limited liability agreement with Mr. Haruo Funabashi and Mr. Kazuo Furukawa to limit
the amount of liability as stipulated in Article 423, Paragraph 1 of the Companies Act. Upon the approval ofreappointment, the Company will renew the limited liability agreement with both candidates under the same conditions.
Furthermore, the Company will also have Mr. Ryohei Miyata sign the same limited liability agreement upon the approvalof their appointment.
3. The Company has an Officers Liability Insurance Contract as stipulated in Article 430-3, Paragraph 1 of the Companies
Act with an insurance company, under which all directors are insured. In addition to the Company-borne costs forcompensation for securities related damages, litigation costs, costs for internal investigation when incidents ofinappropriate conduct arise, the insurance contact covers costs for compensation for damages and litigation costs
incurred by the insured persons arising from claims for compensation of damages arising from actions (including
negligence) carried out pursuant to the company position of the relevant director or officer. However, certain
exemptions apply, such that the contract will not compensate for damages caused by acts committed with theknowledge that such acts violate laws or regulations. Each Candidate is insured under the insurance contact. The
insurance contract is scheduled to be renewed during the term of office of each candidate.

(Reference) Criteria for evaluating the independence of the Company’s Outside Directors
The Company's Outside Directors and Outside Director candidates are individuals who fulfil the following
independence criteria established by the Company.
● Does not have a relative within the second degree of kinship that is currently registered or has beenregistered in the past as a Managing Director of the Company or a subsidiary● If there is a transaction between the Group and the Company where the individual is currently registeredas a Business Administrator and Employee, the transaction amount shall not exceed 2% of the Company's
consolidated sales in the past three fiscal years● Has not directly received salary (excluding payment received as an Officer of the Company and payment
received from the organization or firm in which the relevant Outside Director belongs) of over 10 million yen
in the past three fiscal years while working as a Legal, Accounting or Tax Specialist or Consultant● Was not a Business Administrator for an organization that receives over 10 million yen in annual donations
from the Group in the past three fiscal years

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(Reference) Expertise of the candidates for Board of Directors（If Proposal 2 and Proposal 3 are approved as
proposed）
Knowledge/experience/abilities acquired by the candidates
Name

CorporateHR
New business
management development development

Yasuyuki
Nambu

●

●

Junko
Fukasawa●●

KinukoYamamoto●●●

Hirotaka
Wakamoto●●●

MakiyaNambu
Kazufumi
NomuraHaruo
Funabashi
Kazuo
Furukawa
Ryohei
MiyataYutakaAtomi

Compliance/risk
management

Finance/accounting●

Regional
Sustainability/
revitalization/
ESG
culture/art

●

●

●

●

Well-being

●

●

●

●

●

●

●

Full-time Audit andSupervisory
Committee Member

Global●●●Outside●Audit and Supervisory
Committee Member●●

OutsideAudit and Supervisory
Committee Member

●

●

●

●

●

OutsideAudit and Supervisory
Committee Member●●

Outside●Audit and Supervisory
Committee Member

18●