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 13, 2023
Start date of measures for electronic provision: June 6, 2023
To our shareholders:
Katsuo Oguri
President and CEOTOKAI Holdings Corporation
2-6-8 Tokiwa-cho, Aoi-ku, Shizuoka City, Shizuoka
Prefecture, JapanNOTICE OF THE 12TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are hereby notified that the 12th 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 12th 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 27, 2023 (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 27, 2023 (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 27, 2023 (JST).

-1-1. Date and Time: Wednesday, June 28, 2023 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 12th Term (from April 1, 2022 to March 31,2023), 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 12th Term (from April 1, 2022 to March 31, 2023)
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 five (5) Audit & Supervisory Board Members
Proposal 5:
Election of one (1) Substitute 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 the detailsof the items before and after the revisions on the websites.
2. If attending in person, please bring your voting form with you and present it at the reception.
3. In accordance with the Companies Act, as amended, 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 the delivery of paper-based documents by the record date. However, for this General
Meeting of Shareholders, we will deliver paper-based 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 Notes to Consolidated Financial Statements and the Notes to NonConsolidated Financial Statements are omitted from the paper-based documents stating the said items in accordance with laws andregulations and the provisions of Article 16 of the Company’s Articles of Incorporation.
Accordingly, the Consolidated Financial Statements and Non-Consolidated Financial Statements provided in the paper-based
documents stating the said items constitute portions of the consolidated financial statements and non-consolidated financial
statements audited by the Accounting Auditor and Audit & Supervisory Board Members in the course 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
16 yen per common share of the Company. Total amount of dividends: 2,101,702,240 yen.
(3) Effective date of distribution of dividends of surplus
June 29, 2023.

-3-

Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for changes(1) These changes, which relate to the convener and chairman of the Board of Directors, as stipulated in Article
28 of Company’s Articles of Incorporation, are necessary for the goals of ensuring flexibility in theoperation of the Board of Directors and improving the objectivity and transparency of decision-making.
(2) In order to strengthen and upgrade the audit and supervisory system, this change would increase themaximum number of Audit & Supervisory Board Members stipulated in Article 33 of the Company’s
Articles of Incorporation by one (1) person, from four (4) members to five (5).
2. Details of the amendments
The details of the amendments are as follows:
Current Articles of Incorporation(Convener and Chairman of the Board of Directors)
Article 28
The Board of Directors shall be convened and chaired by thechairman of the Board of Directors, unless otherwise provided
for by laws and regulations. When there is a vacancy or the
Chairperson is unable to so act, the President shall convene theBoard of Directors and chair the Board of Directors meeting.
When the President is unable to so act, then in accordance withthe order determined in advance by the Board of Directors,
another Director shall convene the Board of Directors and chair
the Board of Directors meeting.
Article 29 to Article 32 - text omitted(Number of Audit & Supervisory Board Members)
Article 33
The Company shall have not more than four (4) Audit &Supervisory Board Members.

(Amended parts are underlined)
Proposed amendments(Convener and Chairman of the Board of Directors)
Article 28
A Director who has been designated in advance by the Board of
Director shall convene the Board of Directors and chair the
Board of Directors meeting, unless otherwise provided for bylaws and regulations. However, when the Director sodesignated is unable to act, then in accordance with the order
determined in advance by the Board of Directors, another
Director shall convene the Board of Directors and chair the
Board of Directors meeting.
Article 29 to Article 32 - no change(Number of Audit & Supervisory Board Members)
Article 33
The Company shall have not more than five (5) Audit &Supervisory Board Members.

-4-

Proposal 3:

Election of nine (9) Directors

The terms of office of all seven (7) Directors expire at the conclusion of this Ordinary General Meeting of
Shareholders and two (2) Directors resigned on March 31, 2023. Accordingly, the Company proposes the election ofnine (9) Directors, comprising the reelection of seven (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

Yasuhiro Fukuda
Mitsuhaya Suzuki
Mitsugu Hamazaki

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

Masahiro Goto

Director

8

Nobuko Kawashima

Director

9

Ryoko Ueda

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

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
Tenure as Director
45,250
Apr. 2015
Representative Director and President of
8 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.

-6-

No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Apr. 2006

2

3

Number of theCompany’s shares
ownedJoined TOKAI CORPORATION
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 ofTenure as Director
12,677
the Company
2 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.
Apr. 1980
Joined TOKAI CORPORATION
Jan. 2001
Director of Tokai Broadband Communications
Co., Ltd.
Oct. 2005
Managing Director of TOKAI Communications
Corporation
Yasuhiro Fukuda
June
2008
Executive Director of TOKAI Communications(December 25, 1957)
Corporation
Reelection
June 2010
Representative Director and Executive Officer
Tenure as Directorof TOKAI Communications Corporation
84,202
12 years and 3 months
Apr. 2011
Representative Director and Vice President ofAttendance at meetings of the
TOKAI Communications Corporation
Board of Directors
Apr. 2011
Director of the Company (present position)
12/12 (100%)
Apr. 2013
Representative Director and President of
TOKAI Cable Network Corporation
Apr. 2018
Representative Director and President of
TOKAI Communications Corporation (present
position)
Reasons, etc. for nomination as candidate for Director
Yasuhiro Fukuda has served as Representative Director of TOKAI Communications 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.

-7-

No.

Name
(Date of birth)

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

4

5

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
Tenure as Director
25,052of the Company
12 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 TOKAI
Mitsugu Hamazaki
CORPORATION(October 23, 1959)
Apr. 2019
Director and Vice President of TOKAI GAS
New election
CORPORATION
Tenure as Director
36,082
Apr. 2021
Executive Operating Officer of the Company– years(present position)
Attendance at meetings of the Apr. 2022
Representative Director and President ofBoard of Directors
TOKAI GAS CORPORATION– (–%)
Apr. 2023
Representative Director and President of
TOKAI CORPORATION (present position)
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)
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 serve as a Director.

-8-

No.

Name
(Date of birth)

7

Apr. 1964
June 1995
June 1998

Number of theCompany’s shares
ownedJoined Fuji Television Network, Inc.
Director of Fuji Television Network, Inc.
Executive Director of Shizuoka TelecastingCo., Ltd.
Reelection
June 2005
Representative Director and President of
OutsideShizuoka Telecasting Co., Ltd.
Independent0
June 2009
Representative Director and Chairman of
Tenure as Director
Shizuoka Telecasting Co., Ltd.
10 yearsJune
2011
Director and Corporate Counselor of Shizuoka
Attendance at meetings of theTelecasting Co., Ltd.
Board of Directors
June
2013
Outside Director of 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.
Apr. 1976
Joined Shizuoka Bank, Ltd.
Nov. 2002
Executive Officer of Shizuoka Bank, Ltd.
June 2003
Senior Executive Officer of Shizuoka Bank,Ltd.
Masahiro Goto
June 2007
Director and Senior Executive Officer of(July 7, 1952)
Shizuoka Bank, Ltd.
June 2010
Representative Director and Senior Managing
Reelection
Executive Officer of Shizuoka Bank, Ltd.
OutsideJune 2012
Representative Director and Vice President of
Independent0
Shizuoka Bank, Ltd.
Tenure as Director
June 2015
Director of Shizuoka Bank, Ltd.
5 years
June 2015
Representative Director and Chairman ofAttendance at meetings of the
SHIZUGIN BUSINESS CREATE CO., LTD.
Board of Directors
June
2015
Representative Director and Chairman of
12/12 (100%)SHIZUGIN GENERAL SERVICE CO., LTD.
June 2018
Outside Director of the Company (present
position)Jan. 2019
Director of Goto Kikaku, Ltd. (present position)
Reason for nomination as candidate for Outside Director, overview of expected role, etc.
Masahiro Goto 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 Bank, Ltd. and as the Representative Director of the bank’s Group companies, and therefore has abundant
experience and deep insight related to corporate management. As such, we judge that he will reflect his experience andinsight in regard to the management of the Group, and we have nominated 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.
Masahiro Sone
(July 27, 1940)

6

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

-9-

No.

Name
(Date of birth)

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

8

9

Notes:

Number of theCompany’s shares
ownedJoined The Long-Term Credit Bank of Japan,
LimitedNobuko Kawashima
Sept.
1987
Joined Dentsu 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,
Independent
Doshisha University0
Tenure as Director
Apr. 2004
Professor at Faculty of Economics, Doshisha
2 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
Ryoko Ueda
Nov.
2017
Seconded to Mizuho International plc (London)(February 25, 1973)
Nov. 2019
Senior Researcher of Japan Investor Relations
and Investor Support, Inc. (present position)
New election
OutsideFeb. 2020
External Director of Money Forward, Inc.
Independent0
Mar. 2020
Associate Professor of SBI Graduate School
Tenure as Director
Apr. 2020
Visiting Associate Professor of Kyoto– years
University
Attendance at meetings of the Apr. 2022
Member of the Certified Public Accountants
Board of Directors
and Auditing Oversight Board (present– (–%)
position)
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)
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 serve as an Outside Director. If she iselected 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.
1. Masahiro Sone, Masahiro Goto, Nobuko Kawashima and Ryoko Ueda 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 ten (10) years.

- 10 -

4. Masahiro Goto 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 five (5) years.
5. 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 two (2) years.
6. The Company has designated and registered Masahiro Sone, Masahiro Goto and Nobuko Kawashima 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. The Company judges there to be no concerns regarding the independence of Ryoko Ueda. If her election is approved, theCompany plans to designate her as an Independent Officer as stipulated by the Tokyo Stock Exchange.
8. 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.
9. 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.

- 11 -

Proposal 4:

Election of five (5) Audit & Supervisory Board Members

The terms of office of all four (4) Audit & Supervisory Board Members expire at the conclusion of this Ordinary
General Meeting of Shareholders, and under the condition that Proposal 2, “Partial amendments to the Articles ofIncorporation,” is approved as originally proposed, the Audit & Supervisory Board will be increased by one (1)member. Accordingly, the Company proposes the election of five (5) Audit & Supervisory Board Members,
comprising the reelection of two (2) Audit & Supervisory Board Members and the new election of three (3) Audit &Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The following persons are candidates for the Audit & Supervisory Board Members.
No.
1

Hisao Ishima

Name

Current position in the Company

2

Jiro Amagai

Audit & Supervisory Board Member

3

Yoshio Itou

Audit & Supervisory Board Member

4

Masayuki Atsumi

5Toshiro Matsubuchi

New election: New candidate for Audit & Supervisory Board Member
Reelection: Candidate for reelection as Audit & Supervisory Board Member
Outside: Candidate for Outside Audit & Supervisory Board Member
Independent: Independent officer as provided for by the Tokyo Stock Exchange- 12 -

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

No.

Name
(Date of birth)
Hisao Ishima(December 24, 1957)

1

2

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2002

Joined TOKAI CORPORATION
General Manager of Shizuoka Branch of
TOKAI CORPORATION
Director of TOKAI GAS CORPORATIONManaging Director of TOKAI GASCORPORATIONManaging Director of TOKAI Cable Network
Corporation
Director of TOKAI CORPORATIONManaging Director of TOKAI CORPORATION
Standing Audit & Supervisory Board Memberof TOKAI CORPORATION (present position)

Number of theCompany’s shares
owned

New election
Apr. 2006
Tenure as Audit & Supervisory Apr. 2011
Board Member– years
23,100
Apr. 2012
Attendance at meetings of theBoard of Directors
Apr. 2016– (%)
Apr. 2020
Attendance at meetings of theJune 2022
Audit & Supervisory Board(%)
Reasons, etc. for nomination as candidate for Audit & Supervisory Board Member
Hisao Ishima has served as Director and Standing Audit & Supervisory Board Member in companies of the Group andhe possesses expert knowledge in businesses of the Group and insight in finance and accounting. As we expect him tomonitor Directors, offer suggestions and provide advice from fair and neutral perspectives, we have nominated him as a
candidate to serve as an Audit & Supervisory Board Member.
Apr. 1968
Joined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
Jiro AmagaiJan. 1997
Director General, National Institute of Public(April 13, 1945)
Administration of the National Personnel
Authority
Reelection
July 1999
Director General, Equity and Investigation
OutsideBureau of the National Personnel Authority
Independent
Chairman of the Board of The Daiei, Inc.
Tenure as Audit & Supervisory Jan. 2001
Board Member
June 2004
Representative Director and President of Japan0
12 years and 3 months
Alcohol Trading Co., Ltd.
Attendance at meetings of the June 2006
Chairman of the Board and President of Japan
Board of Directors
Alcohol Trading Co., Ltd. (present position)
12/12 (100%)
June 2008
Director and Chairman of Japan Alcohol
Attendance at meetings of the
Corporation (present position)
Audit & Supervisory Board
Apr. 2011
Outside Audit & Supervisory Board Member of
11/11 (100%)
the Company (present position)
Oct. 2017
Representative Director and Chairman of Japan
Synthetic Alcohol Co., Ltd. (present position)
Reasons, etc. for nomination as candidate for Outside Audit & Supervisory Board Member
Jiro Amagai serves as Representative Director of Japan Alcohol Trading Co., Ltd., and has abundant experience anddeep insight related to corporate management. As we expect him to monitor Directors, offer suggestions and provide
advice from a fair and neutral perspective, we have nominated him as a candidate to continue serving 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.

- 13 -

No.

Name(Date of birth)

Career summary and position in the Company, and significant
concurrent positions outside the Company
Apr. 1975

3

4

Number of theCompany’s shares
ownedJoined Dai-Tokyo Fire and Marine InsuranceCo., Ltd.
July 2007
Managing Executive Officer and North Kanto
Division Manager of Dai-Tokyo Fire andYoshio Itou
Marine Insurance Co., Ltd.
(August 5, 1952)
Apr. 2009
Executive Officer and Tohoku Division
Manager of Dai-Tokyo Fire and Marine
Reelection
Insurance Co., Ltd.
OutsideApr. 2010
Managing Executive Officer of Dai-Tokyo Fire
Independent
and Marine Insurance Co., Ltd.
Tenure as Audit & Supervisory
Oct. 2010
Managing Executive Officer of Aioi Nissay
Board Member
0
Dowa Insurance Co., Ltd.
8 years
June 2011
Senior Executive Officer of Aioi Life
Attendance at meetings of theOct. 2011
Senior Managing Director of Mitsui Sumitomo
Board of Directors
Aioi Life Insurance Co., Ltd.
11/12 (91.7%)
Apr.
2013
Representative Director and Executive Vice
Attendance at meetings of the
President of Mitsui Sumitomo Aioi Life
Audit & Supervisory Board
Insurance Co., Ltd.
10/11 (90.9%)
June 2015
Outside Audit & Supervisory Board Member of
the Company (present position)
June 2020
Outside Audit & Supervisory Board Member ofZenchi Kyosai K.K. (present position)
Reasons, etc. for nomination as candidate for Outside Audit & Supervisory Board Member
Yoshio Itou has served as Executive Officer of Aioi Nissay Dowa Insurance Co., Ltd. and Representative Director of
Mitsui Sumitomo Aioi Life Insurance Co., Ltd., and has abundant experience and deep insight related to corporate
management. As we expect him to monitor Directors, offer suggestions and provide advice from a fair and neutral
perspective, we have nominated him as a candidate to continue serving 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.
Masayuki Atsumi
Apr. 2006
Joined General Secretariat of Japan Fair Trade(December 14, 1981)
Commission
Dec. 2009
Registered as an attorney
New election
Jan. 2010
Attorney of Mori Hamada & Matsumoto
OutsideAug. 2015
Covington & Burling LLP
Independent
Jan. 2016
Registered as an attorney in New York State
Tenure as Audit & Supervisory June 2016
Fair Trade Commission of the U.S.
Board Member
0
Sept. 2017
Registered as an attorney in the U.K.
– years
Jan. 2019
Attorney of Miura & Partners (present position)
Attendance at meetings of theSept. 2019
Part-time Lecturer of Kobe University Graduate
Board of Directors
School of Law (present position)– (–%)
May 2022
Outside Director and Audit & Supervisory
Attendance at meetings of theCommittee Member of ARCLANDS CO., LTD.
Audit & Supervisory Board(present position)– (–%)
Reasons, etc. for nomination as candidate for Outside Audit & Supervisory Board Member
Masayuki Atsumi has never in the past been involved in the management of a company except as an outside officer.
However, he serves as an attorney at Miura & Partners and possesses legal knowledge and broad insights cultivated as
an attorney. Based on the view that he will monitor Directors, offer suggestions and provide advice from fair andneutral perspectives, 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 an attorney.

- 14 -

Name(Date of birth)

No.

Notes:

1.
2.
3.

4.

5.

6.

7.

Oct. 1992
Apr. 1996
Oct. 1999
Oct. 2002
Oct. 2003
Mar. 2008

Number of theCompany’s shares
owned

Chuo Shinko Audit Corporation
Registered as a certified public accountant
Director of Business Trust Co., Ltd.
Partner of BDJ Law and Accounting Office
New election
Registered as a certified public tax accountant
OutsideRegistered as a certified administrative
Independentscrivener
Tenure as Audit & Supervisory
Aug. 2008
Partner of Vasco da Gama Offices
Board Member
0Feb. 2011
Senior Partner of Seiyo Audit Corporation– years(present position)
Attendance at meetings of theOct. 2014
Representative of Marco Polo Accounting
Board of Directors
Office (present position)– (–%)May
2017
Outside Director of Plenus Company Limited
Attendance at meetings of the(present position)
Audit & Supervisory Board
Aug.
2019
Outside Audit & Supervisory Board Member– (–%)(part-time) of FiveDrive, Inc. (present position)
Reasons, etc. for nomination as candidate for Outside Audit & Supervisory Board Member
Toshiro Matsubuchi serves as Representative of Marco Polo Accounting Office and possesses accounting knowledge
and broad insights cultivated as a certified public accountant and certified public tax accountant. Based on the view that
he will monitor Directors, offer suggestions and provide advice from fair and neutral perspectives, we have nominatedhim 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 a certified public accountant and a certified public tax accountant.
Jiro Amagai, Yoshio Itou, Masayuki Atsumi and Toshiro Matsubuchi are candidates for Outside Audit & Supervisory
Board Member.
There is no special interest between any of the candidates and the Company.
Jiro Amagai currently serves as Outside Audit & Supervisory Board Member of the Company, and as of the conclusion ofthis Ordinary General Meeting of Shareholders, he will have served as Audit & Supervisory Board Member for twelve(12) years and three (3) months.
Yoshio Itou currently serves as Outside Audit & Supervisory Board Member of the Company, and as of the conclusion ofthis Ordinary General Meeting of Shareholders, he will have served as Audit & Supervisory Board Member for eight (8)years.
The Company has designated and registered Jiro Amagai and Yoshio Itou 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.
The Company judges there to be no concerns regarding the independence of Masayuki Atsumi and Toshiro Matsubuchi.
If the election of the said candidates is approved, the Company plans to designate them as Independent Officers as
stipulated by the Tokyo Stock Exchange.
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 each candidate is elected and assumes
office as Audit & Supervisory Board Member, they 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.
Toshiro Matsubuchi(January 23, 1967)

5

Career summary and position in the Company, and significant
concurrent positions outside the Company- 15 -

Proposal 5:

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

Because the appointment of Tetsuya Mishiku as a Substitute Audit & Supervisory Board Member shall be effective
until the start of this General Meeting of Shareholders, the Company proposes the election of one (1) Substitute Audit& Supervisory Board Member once more to ensure that there will be no shortfall in the number of Audit &Supervisory Board Members stipulated by laws and regulations.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1993

Number of theCompany’s shares
ownedRegistered as a Lawyer (Daiichi Tokyo Bar Association)
Joined Iinuma & Law OfficeTetsuya Mishiku
Nov. 2003
Changed registration to the Shizuoka Bar Association(May 30, 1965)
Joined Aoba Law Office
Oct. 2005
Audit & Supervisory Board Member of TOKAI
575
Reelection
Communications Corporation
OutsideAug. 2010
Established Aoi Tower Law Office
Independent
Apr. 2013
Representative of Mishiku & Nagamachi Law Office, L.P.C.
(present position)
Reasons, etc. for nomination as candidate for Substitute Outside Audit & Supervisory Board Member
Tetsuya Mishiku has never in the past been involved in the management of a company except as an outside officer. However, he has
been nominated as a candidate as a Substitute Outside Audit & Supervisory Board Member so that he has legal knowledge and broad
insight developed as an attorney to monitor the Board of Directors and provide proposals and advice from a fair and neutral
perspective.
Notes: 1. Tetsuya Mishiku is a candidate for Substitute 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 Tetsuya Mishiku. If he assumes office as
Outside Audit & Supervisory Board Member, the Company plans to designate him as an Independent Office as stipulatedby the Tokyo Stock Exchange.
4. 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 assumes office as Audit &Supervisory Board Member, he will be included within the insureds under this insurance policy. Moreover, when thepolicy is renewed, the Company plans to renew the policy with the same terms.

- 16 -

[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)
Legal/
Corporate

Finance/

Manage-Account-

ment

ing

Compli-HR/ance andInter-

Risk

nationalDX

Sustain-HR

ability

Develop-Manage-ment

Sales/
Marketingment

Director
Representative
Director, President and Katsuo Oguri
CEO
Representative Director
and Senior Operating
Junichi Yamada
Officer
Director
Yasuhiro Fukuda

●

●

●

●

●

●

●

●

●

●

●

●

Director

Mitsuhaya Suzuki

●

●

●

●

Director

Mitsugu Hamazaki

●

●

●

●

Outside Director

Masahiro Sone

●

●

●

Outside Director

Masahiro Goto●

Outside Director

Nobuko Kawashima

●
●

●
●

●

●

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

- 17 -●●●●