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: 3167
June 7, 2024
Start date of measures for electronic provision: June 4, 2024
To our shareholders:
Katsuo Oguri
President and CEOTOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 13TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 13th Ordinary General Meeting of Shareholders of TOKAI Holdings Corporation(the “Company”) will be held as described below.
When the Company convenes the General Meeting of Shareholders, it takes measures for providing in an electronic
format the information that constitutes the content of reference documents for the general meeting of shareholders,etc. (items for which measures for providing information in an electronic format are taken) and posts the items
subject to these measures on the Company’s website as the “Notice of the 13th Ordinary General Meeting of
Shareholders.”
The Company’s website:
https://www.tokaiholdings.co.jp/ir/library/meeting.html (in Japanese)
The materials will also be posted to the following website.
• Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
After you access the TSE website, please enter the company name or its securities code and then search. Next,
under “Basic Information,” select “Basic Information” and then select “Documents for public inspection/PR
information.”• Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/3167/teiji/ (in Japanese)
Please note that if you are unable to attend on the day itself, you can exercise your voting rights using any of thefollowing methods. We would ask that you examine the Reference Documents for the General Meeting of
Shareholders and vote before the close of the Company’s business day (5:45 p.m.) on Tuesday, June 25, 2024 (JST).
Guidance on the Exercising of Voting Rights[For persons exercising voting rights in writing]
Please indicate your approval or disapproval of the proposals on the voting form, and return it so that it arrives nolater than 5:45 p.m. on Tuesday, June 25, 2024 (JST).
[For persons exercising voting rights via the Internet, etc.]
Please access the voting website (https://www.web54.net (in Japanese)), and enter your approval or disapproval ofeach proposal no later than 5:45 p.m. on Tuesday, June 25, 2024 (JST).

-1-1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (JST) (Reception will begin at 9:00 a.m.)
2. Place:
Aoi Tower GRANDAIR, Bouquet TOKAI “Symphony” on the fourth floor
17-1 Kouyamachi, Aoi-ku, Shizuoka City, Shizuoka Prefecture, Japan
3. Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 13th Term (from April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 13th Term (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1:
Distribution of dividends of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of nine (9) Directors
Proposal 4:
Election of one (1) Audit & Supervisory Board Member

1. If revisions to the items subject to measures for electronic provision arise, the Company will report the revisions and post thedetails of the items before and after the revisions on the websites.
2. If attending in person, please bring your voting form sent out with this notice with you and present it at the reception.
3. You shall in principle review the items subject to measures for electronic provision by accessing one of the aforementioned
websites. We have decided to deliver paper-based documents stating the said items only to those shareholders who request thedelivery of paper-based documents by the record date. However, for this General Meeting of Shareholders, we will deliver paperbased documents stating the said items to all shareholders, regardless of whether or not they have requested them.
4. Of the items subject to measures for electronic provision, the Internal Control system to ensure the appropriateness of operations
in a company group, Statement of Changes in Consolidated Shareholders’ Equity, Notes to Consolidated Financial Statements,
Statement of Changes in Non-Consolidated Shareholders’ Equity and the Notes to Non-Consolidated Financial Statements areomitted from the paper-based documents stating the said items in accordance with laws and regulations and the provisions ofArticle 16 of the Company’s Articles of Incorporation.
Accordingly, the Business Report, the Consolidated Financial Statements and Non-Consolidated Financial Statements provided in
the paper-based documents stating the said items constitute portions of the business report, the consolidated financial statements
and non-consolidated financial statements audited by the Accounting Auditor and Audit & Supervisory Board Members in thecourse of preparing the audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Distribution of dividends of surplus

Matters related to year-end dividends
Taking into account earnings and economic conditions and from the standpoint of paying continuous dividends toshareholders, the Company wishes to pay the year-end dividend for the fiscal year under review as follows.
(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof
17 yen per common share of the Company. Total amount of dividends: 2,233,098,291 yen.
(3) Effective date of distribution of dividends of surplus
June 27, 2024

-3-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for changes
In order to have a clear statement of the business details of the Company and subsidiaries and to accommodate
expansion and diversification of its business operations, the Company proposes to make additions andrevisions to the business purposes in Article 2 (Purpose) of the current Articles of Incorporation and to
renumber the items due to the addition of new items.
2. Details of the amendments
The details of the amendments are as follows:(Amended parts are underlined)
Proposed amendments

Current Articles of Incorporation(Purpose)(Purpose)
Article 2
Article 2
The Company aims to control and manage the business
The Company aims to control and manage the businessactivities of the domestic or foreign companies operating theactivities of the domestic or foreign companies operating theequivalent business by holding shares or interests of a company
equivalent business by holding shares or interests of a company
engaged in the following businesses.
engaged in the following businesses.
(1) to (13) - text omitted(1) to (13) - no change(14) Production, construction, maintenance, manufacture, sale,(14) Production, construction, maintenance, manufacture, sale,lease, repair, agency, subscriber introduction etc. of cable
lease, repair, agency, subscriber introduction etc. of cable
television broadcasting business in accordance with
television broadcasting business in accordance with
Telecommunications Business Law and Broadcasting Act
Telecommunications Business Law and Cable Television
based on the Telecommunications Business Act andBroadcast Law based on the Telecommunications
programs.
Business Act and programs.
(15) Wired radio broadcasting business based on the law(15) Wired radio broadcasting business based on theconcerning the regulation of operation of wired radio
Broadcasting Act
broadcasting service(16) to (24) - text omitted(16) to (24) - no change(25) Business related to the management and rental of(25) Business related to the management and rental ofentertainment facilities such as golf courses, sports andentertainment facilities such as golf courses, sports
facilities and amusement parks, accommodation facilities
leisure facilities, sightseeing boats, mobility andsuch as ryokan, hotel and meeting facilities such as
amusement parks, accommodation facilities such as
training institutes.
ryokan, hotel and meeting facilities such as training
institutes.
(26) to (40) - text omitted(26) to (40) - no change(41) Business related to trading of securities and foreign(41) Business related to acquisition, holding and trading of
exchange
securities and trading of foreign exchange(Newly established)(42) Collection of information related to venture companies,
and investment and support of said companies(Newly established)(43) Operation, management, investment advice for funds thatinvest in venture companies(Newly established)(44) Formation, management, and operation of investment
business partnerships(Newly established)(45) Management of day-care centers for children(Newly established)(46) Management of corporate management, and entrustment,
agency, and consulting for general corporate accounting(Newly established)(47) Entrustment, agency, and consulting for business
operations related to employment, personnel affairs,
compensation, and benefits(Newly established)(48) Entrustment, agency, and consulting for business
operations related to lease management and training(Newly established)(49) Worker dispatch business(42) to (44) - text omitted(50) to (52) - no change-4-Proposal 3:

Election of nine (9) Directors

The terms of office of all nine (9) Directors expire at the conclusion of this Ordinary General Meeting of
Shareholders. Accordingly, the Company proposes the election of nine (9) Directors, comprising the reelection ofseven (7) Directors and the new election of two (2) Directors.
The candidates for Directors are as follows:
No.
1

Name
Katsuo Oguri

2

Junichi Yamada

3
4
5

Mitsuhaya Suzuki
Mitsugu Hamazaki
Tsuyoshi Takahashi

Current position and responsibilities in the Company
Representative Director, President and CEO
Representative Director, Senior Operating Officer and General
Manager of Administration Headquarters
Director
Director
Executive Operating Officer

6

Masahiro Sone

Director

7

Nobuko Kawashima

Director

8

Ryoko Ueda

Director

9

Hiroshi Tsunemine

New election: New candidate for Director
Reelection: Candidate for reelection as Director
Outside: Candidate for Outside Director
Independent: Independent officer as provided for by the Tokyo Stock Exchange-5-

Attributes
Reelection
Reelection
Reelection
Reelection
New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 1995

1

2

Number of theCompany’s shares
ownedJoined TOKAI CORPORATIONHead of Chuen Branch of TOKAICORPORATION
June 2008
Operating Officer of TOKAI CORPORATION
Apr. 2011
Managing Director of TOKAI CORPORATION
Apr. 2015
Representative Director and Vice President of
TOKAI CORPORATION
Katsuo Oguri
Apr. 2015
Executive Operating Officer of the Company(February 10, 1959)
Apr. 2015
Representative Director and Chairman of
Reelection
Energy Line Corporation
48,150Tenure as Director
Apr. 2015
Representative Director and President of
9 years
JOYNET Co., Ltd.
Attendance at meetings of the June 2015
Director of the Company
Board of Directors
Apr. 2016
Representative Director and President of
12/12 (100%)TOKAI CORPORATION
Sept. 2019
Representative Director and Chairman of
Nissan Tri Star Construction, Inc.
Apr. 2021
Representative Director and Chairman of
Marco Polo Inc.
Sept. 2022
Representative Director, President and CEO of
the Company (present position)
Reasons, etc. for nomination as candidate for Director
Katsuo Oguri has served as Representative Director and President of TOKAI CORPORATION and as Representative
Director, President and CEO of the Company, and has abundant experience and track record in the Group management.
As we expect him to contribute to the further development of the Group, we have nominated him as a candidate tocontinue serving as a Director.
Apr. 1986
Joined TOKAI CORPORATION
Apr. 2006
General Manager of Human Resources
Division of TOKAI CORPORATION
Apr. 2011
Operating Officer and General Manager of
Human Resources Division of the Company
Apr. 2012
Operating Officer and General Manager of
Human Resources Planning Division of theJunichi Yamada
Company(June 8, 1963)
Apr. 2016
Operating Officer, in charge of Human
Resources Planning Division and Human
Reelection
Resources Recruitment and Training Office of
12,977
Tenure as Director
the Company
3 years
Apr. 2017
Senior Operating Officer and Deputy General
Attendance at meetings of theManager of Administration Headquarters of theBoard of Directors
Company
12/12 (100%)
Apr. 2020
Senior Operating Officer and General Manager
of Administration Headquarters of theCompany
June 2021
Representative Director, Senior Operating
Officer and General Manager of Administration
Headquarters of the Company (present
position)
Reasons, etc. for nomination as candidate for Director
Junichi Yamada has served as a person in charge of Human Resources Planning Division and Human Resources
Recruitment and Training Office, and as General Manager of Administration Headquarters Division and other positionsof the Company, and has abundant experience and track record in the Group operations. As we expect him to contributeto the further development of the Group, we have nominated him as a candidate to continue serving as a Director.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1983
May 2008

3

4

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
General Manager of Security Net Business
Division of TOKAI CORPORATION
June 2008
Operating Officer and General Manager ofSecurity Net Business Division of TOKAICORPORATION
Sept. 2010
Operating Officer and in charge of New
Mitsuhaya Suzuki
Business Development Division of TOKAI(August 21, 1957)
CORPORATION
Apr. 2011
Director, Senior Operating Officer and in
Reelection
charge of New Business Development Division
25,352
Tenure as Directorof the Company
13 years and 3 months
Apr. 2012
Director, Senior Operating Officer and in
Attendance at meetings of thecharge of overseas business of the Company
Board of Directors
Apr. 2012
Director of TOKAI (Shanghai) Trade &12/12 (100%)Commerce Co., Ltd.
Apr. 2014
Director of the Company (present position)
May 2015
Representative Director and Vice President of
TOKAI Communications Corporation
Apr. 2018
Representative Director and President of
TOKAI Cable Network Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Mitsuhaya Suzuki has served as Representative Director of TOKAI Cable Network Corporation, our group company.
As we expect him to provide advice on the Group’s business from the professional perspectives, we have nominatedhim as a candidate to continue serving as a Director.
Apr. 1982
Joined TOKAI CORPORATION
Feb. 2004
Representative Director and President of
Bouquet TOKAI Corporation
Jan. 2009
Representative Director and President of
TOKAI City Service Corporation
Apr. 2013
Managing Director of TOKAI CORPORATION
Apr. 2015
Senior Managing Director of TOKAICORPORATION
Mitsugu Hamazaki
Apr. 2019
Director and Vice President of TOKAI GAS(October 23, 1959)
CORPORATION
Reelection
Apr. 2021
Executive Operating Officer of the Company
36,182
Tenure as Director
Apr. 2022
Representative Director and President of
1 yearTOKAI GAS CORPORATION
Attendance at meetings of the Apr. 2023
Representative Director and President ofBoard of Directors
TOKAI CORPORATION (present position)
9/9 (100%)
Apr. 2023
Representative Director and Chairman of
Nissan Tri Star Construction, Inc. (present
position)
Apr. 2023
Representative Director and Chairman of
Marco Polo Inc. (present position)
June 2023
Representative Director and President of
JOYNET Co., Ltd. (present position)
June 2023
Director of the Company (present position)
Reasons, etc. for nomination as candidate for Director
Mitsugu Hamazaki has served as Representative Director of TOKAI CORPORATION, our group company. As we
expect him to provide advice on the Group’s business from the professional perspectives, we have nominated him as a
candidate to continue serving as a Director.

-7-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
July 1992
Apr. 2007

5

6

Number of theCompany’s shares
ownedJoined TOKAI Communications Corporation
General Manager of Planning and Development
Department, Communication Services Head
Quarters of TOKAI Communications
Corporation
Apr. 2014
General Manager of Service Innovation
Tsuyoshi Takahashi
Division of TOKAI Communications(December 21, 1964)
Corporation
June 2016
Director of TOKAI Communications
New election
Corporation
3,700
Tenure as Director– years
Apr. 2021
Managing Director of TOKAI Communications
Attendance at meetings of the
Corporation
Board of Directors
Apr. 2023
Representative Director and Executive Officer– (–%)of TOKAI Communications Corporation
Apr. 2024
Representative Director and President of
TOKAI Communications Corporation (present
position)
Apr. 2024
Executive Operating Officer of the Company(present position)
Reasons, etc. for nomination as candidate for Director
Tsuyoshi Takahashi has served as Representative Director of TOKAI Communications Corporation, our groupcompany. As we expect him to provide advice on the Group’s business from the professional perspectives, we havenominated him as a candidate to serve as a Director.
Apr. 1964
Joined Fuji Television Network, Inc.
Masahiro Sone
June 1995
Director of Fuji Television Network, Inc.
(July 27, 1940)
June 1998
Executive Director of Shizuoka TelecastingCo., Ltd.
Reelection
June 2005
Representative Director and President of
OutsideShizuoka Telecasting Co., Ltd.
0
Independent
June 2009
Representative Director and Chairman of
Tenure as Director
Shizuoka Telecasting Co., Ltd.
11 yearsJune
2011
Directorand Corporate Counselor of Shizuoka
Attendance at meetings of theTelecastingCo., Ltd.
Board of Directors
June
2013
OutsideDirectorof the Company (present
12/12 (100%)
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Sone participates in decision making from a fair and neutral standpoint as an Outside Director and provides
appropriate guidance and advice regarding management. Moreover, he has served as Representative Director of
Shizuoka Telecasting Co., Ltd. and has abundant experience and deep insight related to corporate management. As
such, we judge that he will reflect his experience and insight in regard to the management of the Group, and we havenominated him as a candidate to continue serving as an Outside Director. If he is elected as an Outside Director, we
expect him to provide advice, etc. for increasing corporate value based on his own insight regarding management policy
and strategy from a perspective of corporate management.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986

7

8

Number of theCompany’s shares
ownedJoined The Long-Term Credit Bank of Japan,
LimitedNobuko Kawashima
Sept.
1987
JoinedDentsu Institute(October 27, 1962)
Sept. 1995
Research Fellow at Cultural Policy ResearchCenter of University of Warwick, UK
Reelection
OutsideApr. 1999
Full-time Lecturer at Faculty of Economics,
0
Independent
Doshisha University
Tenure as Director
Apr. 2004
Professor at Faculty of Economics, Doshisha
3 years
University (present position)
Attendance at meetings of the June 2016
External Director of Takara Bio Inc. (present
Board of Directors
position)
12/12 (100%)
June 2021
Outside Director of the Company (present
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Nobuko Kawashima has never in the past been involved in the management of a company except as an outside officer.
However, she has served as a professor of Doshisha University Faculty of Economics and has expert academic
knowledge. We judge that she will participate in decision making from a fair and neutral standpoint as an Outside
Director and provide appropriate guidance and advice regarding management, and we have therefore nominated her as a
candidate to continue serving as an Outside Director. If she is elected as an Outside Director, we expect her to provide
advice, etc. for increasing corporate value based on her own insight regarding management policy and strategy from theperspective of a university professor.
Oct. 2001
Joined Mizuho Securities Co., Ltd.
Apr. 2002
Seconded to Japan Investor Relations andInvestor Support, Inc.
July 2008
Transferred to Japan Investor Relations andInvestor Support, Inc.
Nov. 2013
Special Research Fellow of Financial ResearchCenter of Financial Services Agency
Nov.
2017
Secondedto Mizuho International plc (London)
Ryoko Ueda
Nov. 2019
Senior Researcher of Japan Investor Relations(February 25, 1973)
and Investor Support, Inc. (present position)
Feb. 2020
External Director of Money Forward, Inc.
Reelection
OutsideMar. 2020
Associate Professor of SBI Graduate School
1,000
Independent
Apr. 2020
Visiting Associate Professor of Kyoto
Tenure as Director
University
1 yearApr. 2022
Member of the Certified Public Accountants
Attendance at meetings of theand Auditing Oversight Board (present
Board of Directors
position)
9/9 (100%)
June 2022
Outside Director of Hirata Corporation (present
position)
June 2022
Professor of SBI Graduate School (present
position)
Oct. 2022
Visiting Professor of Kyoto University (present
position)
June 2023
Outside Director of the Company (present
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Ryoko Ueda has never in the past been involved in the management of a company except as an outside officer.
However, she has expert knowledge on corporate governance, ESG, etc. We judge that she will participate in decision
making from a fair and neutral standpoint as an Outside Director and provide appropriate guidance and advice
regarding management, and we have therefore nominated her as a candidate to continue serving as an Outside Director.
If she is elected as an Outside Director, we expect her to provide advice, etc. for increasing corporate value based on her
own insight regarding management policy and strategy from the perspective of an expert.

-9-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1981
June 2002

9Notes:

Number of theCompany’s shares
ownedJoined Shizuoka Bank, Ltd.
General Manager of Izunagaoka Branch of
Shizuoka Bank, Ltd.
June 2003
General Manager of Fujinomiya Branch of
Shizuoka Bank, Ltd.
Hiroshi Tsunemine
June 2005
General Manager of Corporate Support(November 3, 1957)
Division of Shizuoka Bank, Ltd.
Jan. 2007
Director & General Manager of Mishima
New election
Branch of Shizuoka Bank, Ltd.
OutsideJan. 2009
Director & General Manager of Fuji Chuo0
Independent
Branch Shizuoka Bank, Ltd.
Tenure as Director
June 2011
Executive Officer & General Manager of Audit– years
Department of Shizuoka Bank, Ltd.
Attendance at meetings of the
Apr.
2015
Senior Executive Officer and Company
Board of Directors
Presidentof Eastern Area Business Unit–/– (–%)
Shizuoka Bank, Ltd.
June 2017
Representative Director of Shizuoka Hoken
July 2023
Outside Audit & Supervisory Board Member of
TOKAI GAS CORPORATION (present
position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Hiroshi Tsunemine has served as Executive Officer of Shizuoka Bank, Ltd. and as Representative Director of Shizuoka
Hoken, and therefore has abundant experience and deep insight related to corporate management. As such, we judge
that he will reflect his experience and insight in regard to the management of the Group, and we have nominated him asa candidate to serve as an Outside Director.
If he is elected as an Outside Director, we expect him to provide advice, etc. for increasing corporate value based on his
own insight regarding management policy and strategy from a perspective of corporate management.
1. Masahiro Sone, Nobuko Kawashima, Ryoko Ueda and Hiroshi Tsunemine are candidates for Outside Director.
2. There is no special interest between any of the candidates and the Company.
3. Masahiro Sone currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary General
Meeting of Shareholders, he will have served as Outside Director for eleven (11) years.
4. Nobuko Kawashima currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary
General Meeting of Shareholders, she will have served as Outside Director for three (3) years.
5. Ryoko Ueda currently serves as Outside Director of the Company, and as of the conclusion of this Ordinary General
Meeting of Shareholders, she will have served as Outside Director for one (1) year.
6. The Company has designated and registered Masahiro Sone, Nobuko Kawashima and Ryoko Ueda as Independent
Officers as stipulated by the Tokyo Stock Exchange. If the election of the said candidates is approved, the Company
plans for their designation as Independent Officers to continue.
7. Hiroshi Tsunemine serves as Outside Audit & Supervisory Board Member of TOKAI GAS CORPORATION, theCompany’s subsidiary, but he is scheduled to retire as Outside Audit & Supervisory Board Member of the company on
June 18, 2024.
8. The Company judges there to be no concerns regarding the independence of Hiroshi Tsunemine. If his election isapproved, the Company plans to designate him as an Independent Officer as stipulated by the Tokyo Stock Exchange.
9. The Company has entered into a directors and officers liability insurance policy as provided by Article 430-3, paragraph
1 of the Companies Act with an insurance company. The policy covers losses that may arise in cases where the insured,
which includes Directors of the Company, assumes liability incurred in the course of the performance of their duties orclaims pertaining to the pursuit of such liability. If each candidate is elected and assumes office as Director, they will be
included within the insureds under this insurance policy. Moreover, when the policy is renewed, the Company plans torenew the policy with the same terms.
10. Nobuko Kawashima is the name that Ms. Kawashima uses professionally. We have used the same name, as it is widely
known. However, her name in her family register is Nobuko Yokoyama.

- 10 -

Proposal 4:

Election of one (1) Audit & Supervisory Board Member

Audit & Supervisory Board Member Yoshio Itou will resign at the conclusion of this General Meeting of
Shareholders. Therefore, the Company proposes the election of one Audit & Supervisory Board Member as his
substitute.
The consent of the Audit & Supervisory Board has been obtained for this proposal, and in accordance with Article
35, Paragraph 2 of the Company’s Articles of Incorporation, the term of office of a candidate for the Audit &Supervisory Board Member shall be the remaining term of office of the Audit & Supervisory Board Member who
will resign.
The following person is a candidate for the Audit & Supervisory Board Member.
Name(Date of birth)
Yoichi Obuchi(November 8, 1959)

Career summary and position in the Company, and significant concurrent
positions outside the Company
Apr. 1982
Apr. 2013

Joined Chiyoda Fire & Marine Insurance Co., Ltd.
Executive Officer and General Manager of Business
Planning Division of Aioi Nissay Dowa Insurance Co., Ltd.
Managing Executive Officer of Aioi Nissay Dowa InsuranceCo., Ltd.
Senior Managing Executive Officer of Aioi Nissay Dowa
Insurance Co., Ltd.
Director and Chairman, Chairman and Executive Officer of
MS&AD Systems Co., Ltd.
Outside Audit & Supervisory Board Member of TOKAI
Cable Network Corporation (present position)

Number of theCompany’s shares
owned

New election
Apr. 2015
OutsideIndependent
Apr. 2018
Tenure as Audit & Supervisory
0
Board Member
Apr. 2021– years
Attendance at meetings of the July 2023
Board of Directors– (–%)
Attendance at meetings of the
Audit & Supervisory Board– (–%)
Reasons, etc. for nomination as candidate for Outside Audit & Supervisory Board Member
Yoichi Obuchi has served as Executive Officer of Aioi Nissay Dowa Insurance Co., Ltd. and Director and Chairman of MS&AD
Systems Co., Ltd., and has abundant experience and deep insight related to corporate management. As we expect him to monitor
Directors and provide advice from a fair and neutral perspective, we have nominated him as a candidate to serve as an Outside Audit& Supervisory Board Member. If he is elected as an Outside Audit & Supervisory Board Member, we expect him to appropriately
monitor Directors, offer suggestions and provide advice from a perspective of corporate management.
Notes: 1. Yoichi Obuchi is a candidate for Outside Audit & Supervisory Board Member.
2. There is no special interest between the candidate and the Company.
3. The Company judges there to be no concerns regarding the independence of Yoichi Obuchi. If his election is approved,
the Company plans to designate him as an Independent Officer as stipulated by the Tokyo Stock Exchange.
4. Yoichi Obuchi serves as Outside Audit & Supervisory Board Member of TOKAI Cable Network Corporation, theCompany’s subsidiary, but he is scheduled to retire as Outside Audit & Supervisory Board Member of the company on
June 18, 2024.
5. The Company has entered into a directors and officers liability insurance policy as provided by Article 430-3, paragraph
1 of the Companies Act with an insurance company. The policy covers losses that may arise in cases where the insured,
which includes Audit & Supervisory Board Members of the Company, assumes liability incurred in the course of theperformance of their duties or claims pertaining to the pursuit of such liability. If the candidate is elected and assumes
office as Audit & Supervisory Board Member, he will be included within the insureds under this insurance policy.
Moreover, when the policy is renewed, the Company plans to renew the policy with the same terms.

- 11 -

[Reference] Skills Matrix of Directors and Audit & Supervisory Board Members (In the Case Where All Directorand Audit & Supervisory Board Member Candidates Are Elected at the General Meeting of
Shareholders)
Corporate Finance/
Manage- Accounting
ment

Legal/
Compliance and
RiskManagement

Sustainability

HR/HR
Development

●

●

●

●

●

●

International

DX

Sales/
MarketingDirector
Representative
Director, President and Katsuo Oguri
CEO
Representative Director
and Senior Operating
Junichi Yamada
Officer
Director
Mitsuhaya Suzuki●●●

Director

Mitsugu Hamazaki●

Director

Tsuyoshi Takahashi●

Outside Director

Masahiro Sone●

Outside Director

Nobuko Kawashima

Outside Director

Ryoko Ueda

●

●
●

●
●
●
●

●

●

●
●

●

●

●

●

●

●

●

●

Outside Director●●●
Hiroshi Tsunemine
Audit & Supervisory
Board Member
Standing Audit &●●Supervisory Board
Hisao Ishima
MemberOutside Audit &Supervisory Board●●●
Jiro AmagaiMemberOutside Audit &Supervisory Board●●●●
Masayuki Atsumi
MemberOutside Audit &Supervisory Board●●●●
Toshiro Matsubuchi
MemberOutside Audit &●●●Supervisory Board
Yoichi Obuchi
MemberNote: A “●” mark has been placed next to a maximum of four notable skills among the skills possessed by each individual.

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