Note:

This document has been translated from a part of 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.

Securities Code: 3837
Date of Sending by Postal Mail: June 10, 2024
Start Date of Electric Format: June 4, 2024
To Our Shareholders
Tomizo Ueda, Representative Director, Chairman
and CEO
Ad-Sol Nissin Corporation
1-8, Konan 4-chome, Minato-ku, Tokyo

Notice of the 49th Annual General Shareholders Meeting
It is a pleasure to inform you that the 49th Annual General Shareholders Meeting of Ad-Sol Nissin
Corporation (the “Company”) will be held as described below.
When convening this meeting, the Company takes measures for providing information that constitutes thecontent of the reference documents for the general shareholders meeting, etc. (items for which measures forproviding information in electronic format are to be taken) in electronic format, and posts this information
on each of the following websites on the internet. Please access either of the websites by using the internet
address shown below to review the information.
Company’s website:
https://www.adniss.jp/ir/stock/soukai.html (in Japanese)(From the above website, select “49th Annual General Shareholders Meeting.”)
General Shareholders Meeting material website:
https://d.sokai.jp/3837/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Ad-Sol Nissin” in “Issue name(company name)” or the Company’s securities code “3837” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting.”)
If you will not be attending the meeting in person, you may exercise your voting rights either in writingor via the Internet, etc. Please review the items in the Reference Documents for General Shareholders
Meeting and exercise your voting rights.

-1-1. Date and Time
2. Venue

Wednesday, June 26, 2024, at 10:00 a.m. (JST)(The reception desk will open at 9:00 a.m.)
Conference Room, 28th Floor, Main Tower, Shinagawa Prince Hotel
10-30, Takanawa 4-chome, Minato-ku, Tokyo

3. Objectives
Matters to be reported
1. Business Report and Consolidated Financial Statements for the 49th Fiscal Term(from April 1, 2023 to March 31, 2024), and Audit Reports of Consolidated
Financial Statements by Financial Auditor and Board of Company Auditors
2. Report on Non-Consolidated Financial Statements for the 49th Fiscal Term(from April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight (8) Directors
Proposal No. 3
Election of One (1) Substitute Company Auditor- If neither approval nor disapproval of each proposal is indicated on the Voting Form, the Company will deem that you
indicated your approval of the proposal.
- When attending the meeting, please submit the Voting Form sent out with this notice to the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the websites provided on the previous page.
- Note that, for this meeting, paper-based documents stating items for which measures for providing information inelectronic format are to be taken will be delivered to all shareholders regardless of whether they have made a request fordelivery of such documents. Among the items for which measures for providing information in electronic format are to betaken, in accordance with the provisions of laws and regulations and Article 16 of the Company’s Articles ofIncorporation, the Company has excluded the following items from the paper-based documents sent to shareholders.
“System to Ensure the Properness of Operations and the Operational Status of the System” in the Business Report“Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in theConsolidated Financial Statements
“Non-Consolidated Statement of Changes in Equity” and “Notes to Non-Consolidated Financial Statements” in the
Non-Consolidated Financial Statements
These items are part of the consolidated financial statements and the non-consolidated financial statements that wereaudited by Financial Auditor in preparing the financial audit report, and a part of the business report, the consolidated
financial statements and the non-consolidated financial statements that were audited by the Board of Company Auditors in
preparing the audit report.

-2-

Reference Documents for General Shareholders Meeting
Proposal No. 1
Appropriation of Surplus
The Company considers the return of profits to its shareholders to be one of the most important management
issues, and it will pay attention to sustainable and stable dividend distribution. In consideration of futurebusiness development and other factors, the Company proposes the payment of year-end dividends for the
fiscal year as follows:
Year-end dividends
Kind of dividend property

CashMatters regarding assignment of dividend property ¥24 per common share of the Company
and its total book value
Total payment: ¥223,633,584(Note) As the Company has already paid an interim dividend of ¥19 per share in December 2023,
the annual dividend for the fiscal year will be ¥43 per share.
The day on which the distribution of dividend of
surplus takes effect-3-

June 27, 2024

Proposal No. 2

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. Therefore, theCompany proposes the election of eight (8) Directors.
The candidates for Director are as follows:
Candidate
no.

Name

1

Candidate attributes

Current position and responsibility in the Company

Tomizo Ueda

Reelection

Representative Director, Chairman and CEO

2Toshiaki Shinozaki

Reelection

Representative Director, President and COO

3Hajime Onishi

Reelection

Managing Director

4

Norikazu Teramura

Reelection

Director, General Manager of Management
Division

Reelection
5

Hiroshi Mineno

OutsideOutside Director

Independent
Reelection
6

Koichi Hirota

OutsideOutside Director

Independent
Reelection
7

Nobushige Takamizawa

OutsideOutside Director

Independent
New election
8

Motoko Fukui

OutsideIndependent

Reelection

Candidate for Director to be reelected

New election
OutsideCandidate for Director to be newly elected
Candidate for outside Director

Independent

Candidate for Independent officer-4-–Candidate
no.

1
Reelection

2
Reelection

Brief biographical outline, and position and assignment in the Number of sharesof the Company
Company (and status of important concurrent holding of
heldpositions outside the Company)
Apr. 1974
Joined Takebishi Electric Corporation(currently TAKEBISHI CORPORATION)
July 1978
Established Kiyo Computer System Co., Ltd.,
Representative Director
Dec. 1989
Managing Director of Sterling System Co.,
Ltd.
Nov. 1991
Joined Japan Information Engineering Co.,
Ltd. (currently SCSK Corporation)
Tomizo Ueda
138,800 shares
Joined the Company(September 19, 1951) Feb. 2004
Apr. 2004
General Manager of F&B Solutions Business
Division
June 2004
Director
June 2005
Managing Director
Apr. 2010
Representative Director and President
June 2021
Representative Director, Chairman and CEO(current position)[Reasons for designation as candidate for Director]
Mr. Tomizo Ueda has served as Representative Director and President since 2010, and has a track record ofdriving the earnings expansion of the Company as well as abundant experience and extensive insight inmanagement. As Representative Director, Chairman and CEO since 2021, Mr. Ueda has been playing anappropriate role to contribute to the improvement of the corporate value of the Company, including
supervision over decision-making on important management matters and the execution of business. The
Company judges that he can be expected to contribute to the sustainable growth of the Company Group andthe improvement of medium- to long-term corporate value, by continuing to utilize such experience andachievements in the management of the Company in the future. Therefore, the Company proposes him as a
candidate for Director.
Apr. 1989
Joined the Company
July 2010
General Manager of I&C Solutions Business
Division
Apr. 2012
General Manager of Engineering Solutions
Business Division
Apr. 2013
General Manager of Social Systems BusinessToshiaki Shinozaki
Division
37,800 shares(June 12, 1966)
June 2015
Director, General Manager of Social Systems
Business Division
June 2018
Managing Director
June 2020
Senior Managing Director
June 2021
Representative Director, President and COO(current position)[Reasons for designation as candidate for Director]
Mr. Toshiaki Shinozaki has abundant experience and extensive insight regarding the overall systemdevelopment of the Company, and has contributed significantly to the earnings expansion of the Company.
As Representative Director, President and COO since 2021, Mr. Shinozaki has also been playing anappropriate role in all areas of the Company’s business to contribute to the improvement of the corporate
value of the Company, such as showing strong leadership. The Company judges that he can be expected toshow excellent leadership for business expansion, by continuing to utilize such experience andachievements in the management of the Company in the future. Therefore, the Company proposes him as a
candidate for Director.
Name(Date of birth)-5-

Candidate
no.

Name
(Date of birth)

Hajime Onishi(April 4, 1959)

3
Reelection

4
Reelection

Brief biographical outline, and position and assignment in the
Company (and status of important concurrent holding of
positions outside the Company)
Apr. 1982
Joined Matsushita Electric Works, Ltd.
(currently Panasonic Holdings Corporation)
Feb. 1999
Joined Matsushita Electric Works Information
Systems Co., Ltd. (currently PanasonicInformation Systems Co., Ltd.)
Apr. 2008
Executive Officer, General Manager of Tokyo
Branch and Director of Solution Sales
Business Unit
Apr. 2009
Executive Officer, Director of Sales Business
Unit
Apr. 2013
Executive Officer, Vice Director of Solution
Business Unit and Vice Director of Service
Business Unit
June 2014
Director, Director of Solutions Business Unit

Number of sharesof the Company
held

3,300 shares

Oct. 2015
Managing Director
Apr. 2016
Senior Managing Director
Mar. 2020
Joined the Company
Apr. 2020
General Manager of IoT Solutions Division
June 2020
Managing Director (current position)[Reasons for designation as candidate for Director]
Mr. Hajime Onishi has abundant experience and extensive insight regarding management, having served asa person responsible for sales and solutions departments of an IT company and director of that company. As
Managing Director since 2020, Mr. Onishi has been playing an appropriate role to contribute to theimprovement of the corporate value of the Company, such as leading the solution business, which is one of
the Company’s core businesses. The Company judges that he can be expected to contribute to the expansionof the business by continuing to utilize such experience and achievements in the management of theCompany in the future. Therefore, the Company proposes him as a candidate for Director.
Jan. 1991
Joined the Company
Apr. 2003
General Manager of Sales Department, Kansai
Branch Office
Apr. 2005
Deputy General Manager of Kansai Branch
OfficeApr. 2007
General Manager of Operations Department
Apr. 2009
Executive Officer and General Manager ofOperations Department
Norikazu Teramura
50,211 shares
Oct. 2014
General Manager of Human Resources(November 8, 1961)
Management Department
Apr. 2018
General Manager of General Affairs andHuman Resources Department
Apr. 2019
Deputy General Manager of Management
Division
Apr. 2020
General Manager of Management Division
June 2022
Director, General Manager of Management
Division (current position)[Reasons for designation as candidate for Director]
Mr. Norikazu Teramura has abundant experience and extensive insight in the accounting, general affairs andhuman resources departments. As Director of Management Division since 2022, Mr. Teramura has beenplaying an appropriate role to contribute to the improvement of the corporate value of the Company, such as
promoting efficient operations, internal organizational reforms and reinforcement of internal control. The
Company judges that he can be expected to contribute to operational reforms in overall management
operations and the reinforcement of internal control, by continuing to utilize such experience andachievements in the management of the Company in the future. Therefore, the Company proposes him as a
candidate for Director.

-6-

Candidate
no.

5
Reelection
OutsideIndependent

Brief biographical outline, and position and assignment in the Number of sharesof the Company
Company (and status of important concurrent holding of
heldpositions outside the Company)
Apr. 1999
Joined Nippon Telegraph and Telephone
Corporation
Oct. 2002
Assistant, Faculty of Informatics, Shizuoka
University
Apr. 2007
Assistant Professor, Faculty of Informatics,
Shizuoka University
Apr. 2011
Associate Professor, Faculty of Informatics,
Shizuoka University
Apr. 2013
Associate Professor, Graduate School of
Hiroshi Mineno
2,700 shares
Information, Shizuoka University(December 11, 1974)
June 2014
Outside Director of the Company (current
position)
Apr. 2015
Associate Professor, College of Informatics,
Shizuoka University
Apr. 2018
Professor, College of Informatics, Shizuoka
University (current position)
Apr. 2022
Professor, Research Institute of Green Scienceand Technology, Shizuoka University (current
position)[Reasons for designation as candidate for outside Director and summary of expected roles]
As a professor and researcher at the College of Informatics / the Research Institute of Green Science andTechnology, Mr. Hiroshi Mineno has outstanding insight and extensive knowledge, such as being wellversed in state-of-the-art technological trends in the fields of information and communications technology
and AI, and actively provides advice and recommendations at the Company’s Board of Directors meetingsfrom an independent position. Going forward, the Company expects that he will provide useful guidance on
the Company’s business from a specialized viewpoint in the fields of information and communications
technology and AI in particular. Therefore, the Company proposes him as a candidate for outside Director.
He has never in the past been involved in the management of a company except as an outside officer.
However, the Company judges he will appropriately fulfill his duties as an outside Director based on theabove reasons.
Name(Date of birth)-7-

Candidate
no.

Name
(Date of birth)

Koichi Hirota(July 1, 1961)
6
Reelection
OutsideIndependent

Brief biographical outline, and position and assignment in the Number of sharesof the Company
Company (and status of important concurrent holding of
heldpositions outside the Company)
Apr. 1984
Joined the National Police Agency
Apr. 1999
Commissioner of Technology
Countermeasures Division, InfoCommunications Bureau, National Police
AgencyJan. 2001
Deputy Director of IT Security Office, Cabinet
Secretariat, and Counsellor, Cabinet Secretariat
Oct. 2006
Counsellor of Commissioner-General’s
Secretariat, National Police Agency (in chargeof intelligent traffic policy)
Aug. 2007
Chief of the Ehime Prefectural Police
Department
Feb. 2013
Manager of Traffic Planning Division, Traffic
Bureau, National Police Agency
1,400 sharesJan. 2014
Director of Traffic Bureau, Metropolitan Police
Department
July 2015
Chief of the Office for Youth and Security
Management, Tokyo Metropolitan Government
Aug. 2017
Director of the Police Policy Research Center,
National Police Academy
Jan. 2018

Chief of the Osaka Prefectural Police
Headquarters
May 2019
Adviser of Nippon Life Insurance Company
June 2019
Outside Director of the Company (current
position)
Oct. 2020
Special Adviser of ARUHI Corporation(current position)[Reasons for designation as candidate for outside Director and summary of expected roles]
Mr. Koichi Hirota has abundant experience and achievements, as well as extensive knowledge, such as
performing important roles on the front lines of police administration, and actively provides advice andrecommendations at the Company’s Board of Directors meetings from an independent position. Goingforward, the Company expects that he will provide useful guidance on the Company’s business mainly froma specialized viewpoint in the field of information security and crisis management. Therefore, the Company
proposes him as a candidate for outside Director. He has never in the past been involved in the managementof a company except as an outside officer. However, the Company judges he will appropriately fulfill his
duties as an outside Director based on the above reasons.

-8-Candidate
no.

7
Reelection
OutsideIndependent

Brief biographical outline, and position and assignment in the Number of sharesof the Company
Company (and status of important concurrent holding of
heldpositions outside the Company)
Apr. 1978
Joined the Defense Agency
July 1993
Director for Policy Planning of Secretariat of
the Minister of State for Defense, Defense
AgencyAug. 1994
Visiting Research Fellow at the U.S. National
Defense University (stationed in Washington,
D.C., the U.S.)
July 1997
Councillor, Cabinet Secretariat (Cabinet
Security Affairs Office)
July 2004
Deputy Director-General of Secretariat of the
Minister of State for Defense and Deputy
Director, Defense Intelligence Headquarters,
Defense Agency
Aug. 2005
Head of Yokohama Regional Defense Facilities
Administration Bureau, Defense Facilities
Administration Agency
Sept. 2007
Director General, Bureau of Operational
Policy, Ministry of Defense
Nobushige
Jan. 2008
Director General, Bureau of Defense Policy,
600 shares
Takamizawa
Ministry of Defense(September 4, 1955)
Aug. 2011
President, National Institute for Defense
Studies, Ministry of Defense
July 2013
Assistant Chief Cabinet Secretary (National
Security Affairs and Crisis Management)
Jan. 2014
Concurrently served as Deputy Secretary
General of National Security Secretariat
Jan. 2015
Concurrently served as Director General of the
National center of Incident readiness andStrategy for Cybersecurity (NISC)
Dec. 2016
Ambassador Extraordinary and Plenipotentiaryof Delegation of Japan to the Conference on
Disarmament (stationed in Geneva,
Switzerland)
Apr. 2020
Visiting Professor at Graduate School of Public
Policy, The University of Tokyo (current
position)
June 2022
Outside Director of the Company (current
position)[Reasons for designation as candidate for outside Director and summary of expected roles]
Mr. Nobushige Takamizawa has abundant experience and achievements, as well as extensive knowledge,
such as performing important roles in government agencies mainly in the fields of diplomacy and defense,
and actively provides advice and recommendations at the Company’s Board of Directors meetings from an
independent position. Going forward, the Company expects that he will provide useful guidance on the
Company’s business from a specialized viewpoint in the field of global management and information
security in particular. Therefore, the Company proposes him as a candidate for outside Director. He has
never in the past been involved in the management of a company except as an outside officer. However, theCompany judges he will appropriately fulfill his duties as an outside Director based on the above reasons.
Name(Date of birth)-9-Brief biographical outline, and position and assignment in the Number of sharesof the Company
Company (and status of important concurrent holding of
heldpositions outside the Company)
Apr. 1983
Joined IBM Japan, Ltd.
Oct. 2002
General Manager, Public Systems Services
Business Division
Apr. 2006
Executive Officer
Apr. 2011
Representative Director and President, IBM
Motoko Fukui
Japan Solution and Services Company
0 shares(April 20, 1959)(currently IBM Japan Digital Services
Company)
8
Apr.
2016
Director, Business Process Outsourcing
New election
Delivery, IBM Japan, Ltd.
OutsideAug. 2018
Adviser of Win Consul Co., Ltd. (current
Independent
position)[Reasons for designation as candidate for outside Director and summary of expected roles]
Ms. Motoko Fukui has abundant management experience and achievements, as well as extensive
knowledge, such as serving as head of business divisions of a Global IT company and Representative
Director and President at its affiliated companies. The Company expects that at the Company’s Board of
Directors meetings, she will also provide useful guidance on the Company’s business from a specialized
viewpoint in the field of DX and public sectors in particular. Therefore, the Company proposes her as a
candidate for outside Director.
(Notes) 1. There is no special interest between any of the candidates and the Company.
2. Mr. Hiroshi Mineno, Mr. Koichi Hirota, Mr. Nobushige Takamizawa, and Ms. Motoko Fukui are candidates foroutside Directors.
The Company has submitted notification to the Tokyo Stock Exchange, Inc. for Mr. Hiroshi Mineno, Mr. Koichi
Hirota, and Mr. Nobushige Takamizawa as Independent Directors as provided for by the aforementioned exchange.
If the reelection of Mr. Hiroshi Mineno, Mr. Koichi Hirota, and Mr. Nobushige Takamizawa is approved, theCompany plans for their designation as an Independent Director to continue. In addition, Ms. Motoko Fukui
satisfies the requirements for an Independent Director as provided for by Tokyo Stock Exchange, Inc., and if herelection is approved, the Company plans to submit a notification concerning her designation as an Independent
Director.
3. Mr. Hiroshi Mineno, Mr. Koichi Hirota, and Mr. Nobushige Takamizawa are currently outside Directors of theCompany. At the conclusion of this meeting, their tenures since assuming office as outside Directors will havebeen ten (10) years, five (5) years, and two (2) years, respectively.
4. To enable the Company to welcome useful personnel as outside Directors, pursuant to the provisions of Article
427, paragraph (1) of the Companies Act, the Company has stipulated in the Articles of Incorporation that theCompany may enter into an agreement with each of outside Directors to limit their liability for damages under
Article 423, paragraph (1) of the same act.
The Company has entered into the aforementioned agreement with each of Mr. Hiroshi Mineno, Mr. Koichi Hirota,and Mr. Nobushige Takamizawa, and if their reelection is approved, the Company plans to renew the
aforementioned agreement with each of them. In addition, if the election of Ms. Motoko Fukui is approved, theCompany plans to enter into the same agreement with her to limit her liability.
A summary of the details of the agreement is as follows:(1) The maximum amount of liability for damages under the aforementioned agreement shall be one (1) million
yen or the amount set forth in Article 425, paragraph (1) of the Companies Act, whichever is higher.
(2) Limitation of liability shall be permitted only when such outside Director performs duties in good faith andwithout gross negligence that caused the liability.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses that may arise from theinsured’s assumption of liability incurred in the course of the performance of duties as an officer or a person at a
certain position, or receipt of claims pertaining to the pursuit of such liability.
Among the candidates under this proposal, those for re-election have already become the insured under thisinsurance policy, and if their re-election is approved, they will continue to be the insured. In addition, if theelection of the new candidates is approved, they will be included among the insureds. In addition, the Company
plans to renew the policy with the same terms at the next renewal.
Candidateno.

Name(Date of birth)- 10 -

(Reference) Skills Matrix of Directors and Company Auditors
If Proposal No. 2 is approved as proposed, the composition of the Company’s Officers and their mainknowledge and experience will be as follows.
Name

Tomizo Ueda
Toshiaki
Shinozaki

Positionin the Company(plan)
Representative
Director,
Chairman andCEO
Representative
Director,
President and
COO

Global
AccountResearch ProducBusiness
Legal
Human
and
tion
adminis- experience,
Sales Cybering/
DXaffairs,resources/develop- technolotration,
Market- secuinterfinancial
ICTgovernlabor affairs,
mentgy,businessrity
ing
national
matters,
anceorganization(R&D)
quality
strategybusinessfinance

○

○

○

○

○

Hajime Onishi

Managing
Director○

Norikazu
Teramura

Director○

Hiroshi Mineno Outside Director○

Koichi Hirota

Outside Director○

Nobushige
Takamizawa

Outside Director○

Motoko Fukui Outside Director○

Kazuhiro
GosekiStanding
Company Auditor○

Yoshie Otaki

Outside Company
Auditor○Hiroshi Endo

Outside Company
Auditor

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(Note) The above does not represent all of the knowledge and experience each Director and Company
Auditor has.

- 11 -

Proposal No. 3

Election of One (1) Substitute Company Auditor

The Company requests approval for the election of one (1) substitute Company Auditor. The purpose is to beready to fill a vacant position should the number of outside Company Auditors fall below the number requiredby laws and regulations pursuant to the provisions of Article 329, paragraph (3) of the Companies Act.
The term of office of the substitute Company Auditor shall be the remaining term of office of the predecessor,
provided that the number of Company Auditors shall be less than the number provided by laws andregulations.
In addition, this resolution shall be effective until the next annual general shareholders meeting is held.
The validity of the election of substitute Company Auditor can be nullified by resolution of the Board of
Directors if the consent of the Board of Company Auditors has been obtained; provided, however, that thisapplies only before assuming office.
The consent of the Board of Company Auditors has been obtained for the submission of this proposal.
The candidate for substitute Company Auditor is as follows:
Name(Date of birth)

Brief biographical outline and important concurrent holding of
positions outside the Company
Oct. 1993

Number of sharesof the Company
held

Joined Showa Ota & Co. (currently Ernst &Young ShinNihon LLC) Osaka Office
Aug. 2003
Graduated from the MBA program at the
University of Southern California
Jan. 2004
Certified public accountant and certified public
tax accountant, President of Kida CPA Office(current position)
0 sharesDec. 2006
Senior Partner of Gravitas Audit Corporation(current position)
July 2013
Director of the Headquarters of the JapaneseInstitute of Certified Public Accountants
Minoru Kida
Mar. 2019
Outside Director, Audit and Supervisory(July 30, 1970)
Committee Member of OPTEX GROUP CO.,LTD. (current position)[Reasons for designation as candidate for substitute outside Company Auditor]
As a Senior Partner of Gravitas Audit Corporation, Mr. Minoru Kida is familiar withinternational auditing and accounting operations and is also responsible for auditing
listed companies, which gives him a wealth of experience and knowledge, and is
expected to enable the Company to strengthen and enhance the audit system.
Therefore, the Company judges that he will appropriately fulfill his duties as an
outside Company Auditor. He has never in the past been involved in the managementof a company except as an outside officer. However, the Company judges he willappropriately fulfill his duties as an outside Company Auditor based on the above
reasons.
(Notes) 1. There is no special interest between the candidate and the Company.
2. Mr. Minoru Kida is a candidate for substitute outside Company Auditor. Furthermore, Mr. Minoru Kida satisfies
the requirements for an Independent Auditor as provided for by Tokyo Stock Exchange, Inc., and the Company
plans to submit notification concerning his designation as an Independent Auditor if/when he assumes the position
as a Company Auditor.
3. To enable the Company to welcome useful personnel as a Company Auditor, pursuant to the provisions of Article
427, paragraph (1) of the Companies Act, the Company has stipulated in the Articles of Incorporation that theCompany may enter into an agreement with the Company Auditor to limit his liability for damages under Article
423, paragraph (1) of the same act.
The Company plans to enter into the aforementioned agreement with Mr. Minoru Kida if his election is approved
and he assumes the office of outside Company Auditor.
A summary of the details of the agreement is as follows:(1) The maximum amount of liability for damages under the aforementioned agreement shall be one (1) million
yen or the amount set forth in Article 425, paragraph (1) of the Companies Act, whichever is higher.

- 12 -

4.

(2) Limitation of liability shall be permitted only when such Company Auditor has performed the duties thatgave rise to the liability in good faith and without gross negligence.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses that may arise from theinsured’s assumption of liability incurred in the course of the performance of duties as an officer or a person at a
certain position, or receipt of claims pertaining to the pursuit of such liability.
If Mr. Minoru Kida’s election is approved, he will be included in the policy as an insured at the time he assumes
the office of outside Company Auditor. In addition, the Company plans to renew the policy with the same terms
at the next renewal.

- 13 -