Translation:
Please note that the following purports to be a translation from the Japanese original Notice of the 16th Annual
General Shareholders Meeting of TIS Inc. prepared for the convenience of shareholders outside Japan withvoting rights. However, in the case of any discrepancy between the translation and the Japanese original, thelatter shall prevail.

(Securities Code: 3626)

Date of sending by postal mail: June 3, 2024
Start date of measures for electronic provision: May 18, 2024
To Our Shareholders:

TIS Inc.
17-1, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo
President and Representative Director: Yasushi Okamoto

Notice of the 16th Annual General Meeting of Shareholders
We are pleased to invite you to attend the 16th Annual General Meeting of Shareholders of TIS
Inc. (the “Company”) to be held as described below.
In convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of Reference Materials for the Meeting, etc. (matters forwhich measures for providing information in electronic format are to be taken) in electronic format,
and posts this information as “Notice of the 16th Annual General Meeting of Shareholders” on eachof the websites of the Company below. Please access any of the websites to review the information.
[Company website]
https://www.tis.co.jp/ir/stock/general_meeting/index.html (in Japanese)
The matters, for which measures for providing information in electronic format are to be taken,
are also posted on the website of the Tokyo Stock Exchange (TSE). Please check below;[Tokyo Stock Exchange website (TSE Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the TSE website indicated above, enter “TIS” into the “Issue name (company name)” field or theCompany’s securities code “3626” into the “Code” field, and click “Search,” select “Basic information,” then“Documents for public inspection/PR information,” and refer to the information from the “Notice of the General
Meeting of Shareholders/Informational Materials for a General Shareholders Meeting” column in “Filed
information available for public inspection.”)If you do not attend the meeting, you can exercise your voting rights via the Internet or inwriting as described on the next page. Please review the “Reference Materials for the General
Meeting of Shareholders” below to exercise your voting rights no later than 5:30 p.m. JST on
Monday, June 24, 2024.
Schedule of the Annual General Meeting of Shareholders
1. Date & Time

Tuesday, June 25, 2024 at 10 a.m. JST

2. Place

Meeting room on the 1st floor of the Bellesalle Shinjuku Ground17-3, Nishi-shinjuku 8-chome, Shinjuku-ku, Tokyo

3. Agenda:
Matters for Report:
1. Business Report, Consolidated Financial Statements and Accounting Auditor’s Report and the
Audit & Supervisory Board’s Report on the Audit of the Consolidated Financial Statements for the
16th Fiscal Year of the Company (from April 1, 2023 to March 31, 2024)
2. Non-Consolidated Financial Statements for the 16th Fiscal Year of the Company (from April 1, 2023
to March 31, 2024)- 1 -Matters for Approval:
Proposition No. 1: Appropriation of Retained Earnings
Proposition No. 2: Election of Nine (9) Directors
Proposition No. 3: Election of Four (4) Audit & Supervisory Board Members
Proposition No. 4: Revision of Remuneration for Directors and Audit & Supervisory Board Members
Proposition No. 5: Amendment to Amount and Details of Performance-linked Stock Incentive Plan for
Directors, etc.
4. Exercising Voting Rights
If you are unable to attend the meeting, you may exercise your voting rights by means of either of themethods described below.
[Exercising Voting Rights via Internet, etc.]
Please check the description entitled “Guidance for the Exercise of Voting Rights via the Internet, etc.,”
access the designated site for exercising your voting rights (https://evote.tr.mufg.jp/; available only inJapanese), and indicate your approval or disapproval of each of the items no later than 5:30 p.m. JST on
Monday, June 24, 2024. (The English translation of the “Guidance” is intentionally omitted as the Internet
voting service is only available in Japan in the Japanese language.)[Exercising Voting Rights via Mail]
Please indicate your approval or disapproval for the propositions below on the enclosed form, and returnthe form to the Company no later than 5:30 p.m. JST on Monday, June 24, 2024.

Other information regarding the notice* Of the matters for which measures for providing information in electronic format are to be taken, the following
matters are not included in the documents to be delivered to shareholders, who have requested to have thedocuments delivered, in accordance with the provisions of the laws and regulations and Article 16 of theCompany’s Articles of Incorporation, but are posted on each of the websites on the Internet as “Notice of the
16th Annual General Meeting of Shareholders (Matters not stated in the documents to be delivered).”(1) “Organizational Design to Ensure Appropriateness of Business Operations and State of
Implementation of the Same” in the Business Report(2) Notes to Consolidated Financial Statements(3) Notes to Non-Consolidated Financial Statements* The business report audited by Audit & Supervisory Board members consists of the “Notice of the 16th
Annual General Meeting of Shareholders” posted on each of the websites on the Internet and (1) above. The
consolidated financial statements and non-consolidated financial statements audited by the financial auditor
and Audit & Supervisory Board members consist of the “Notice of the 16th Annual General Meeting of
Shareholders” posted on each of the websites on the Internet and each of the documents described in (2) and(3) above.
* If any revision is made to the matters for which measures for providing information in electronic format are
to be taken, the matters before and after the revision will be posted on each of the websites on the Internet.

- 2 -Reference Materials for the General Meeting of Shareholders
Propositions and Reference Matters
Proposition No. 1: Appropriation of Retained Earnings
The Company recognizes returns to shareholders as an important management issue and strives for asustainable and stable dividend payout in consideration of consolidated business performance while maintaining
a level of retained earnings appropriate for business development over a mid- to long-term management
perspective.
Based on this policy, in regard to the Medium-term Management Plan (Fiscal 2021 to Fiscal 2023), theCompany is raising our total return ratio target from 40% to 45% and has a policy to continually enhance thedividend per share, while balancing the promotion of investment for growth, the maintenance of fiscal health andthe strengthening of shareholder returns. In order to continually enhance the return of profits to shareholders, theCompany believes it is desirable to return to shareholders based on profits from business activities that are notaffected by one-off profits.
In regard to the year-end dividend, as earnings growth in this fiscal year is above the plan, we would like topropose raising the year-end dividend from the original plan of 36 yen per share by 3 yen per share to 39 yen per
share as follows; combined with the interim dividend, which has already been paid out, this will bring the annual
dividend to 56 yen per share.
(1)

Dividend Types
Cash dividend(2)

Allotment of Dividend and Total Amount of Dividends
39 yen per common share of the Company
Total payment: 9,213,054,903 yen(3) Effective Date for the Payment of Dividend from Retained Earnings
June 26, 2024
Moreover, an acquisition of treasury shares worth approx. 28,600 million yen in aggregate conducted during
the fiscal year under review brought our consolidated total return ratio to 85.8% for the aforementioned year.
However, a consolidated total return ratio calculated with the exclusion of an acquisition of treasury shares worth
approx. 22,400 million yen, done according to the business corporation shareholders’ intention to sell, in addition
to the above-mentioned interpretation of the Company, is 44.9%, in line with our basic policy.
(Reference) Transition of annual dividends, etc. per share
Category
Annual dividend pershare (yen)Annual dividends
paid (Millions of yen)
Payout ratio (%)
Total return ratio (%)

13th Fiscal Year
Fiscal year ended
March 31, 2021

14th Fiscal Year
Fiscal year ended
March 31, 2022

15th Fiscal Year
Fiscal year ended
March 31, 2023

16th Fiscal year
(fiscal year underreview)
Fiscal year ended
March 31, 2024

35

44

50

56

8,823

11,051

12,167

13,314

31.9
42.8

27.9
39.3

22.0
76.0

27.5
85.8

- 3 -

Proposition No. 2: Election of Nine (9) Directors
The term of office of all nine (9) current Directors will expire at the close of this Annual General Meeting of
Shareholders.
To ensure an effective corporate governance structure toward sustainable growth and medium- to long-term
increase in corporate value, the Board of Directors is composed of Directors with abundant management
experience, high insight, and varied and highly specialized skills and capabilities. To enhance the supervisory
function of the Board of Directors, the Company also elects 1/3 or more of all the Directors from persons who
fulfill the Company’s Criteria Concerning Independent Officers.
Accordingly, we would like to propose that nine (9) Directors including three (3) External Directors be elected.
The Skills Matrix of the candidates for Directors is as described on page 23-24.
List of candidates for Directors
Candidate
No.

Rate of Attendance at theBoard Meeting(Number of Attendances)
100%(Attended all 19 meetings)

Name of Candidates for Directors

Current Position and Responsibility at theCompany1

Toru Kuwano(Reappointed)

Chairman and Director

2

Yasushi Okamoto(Reappointed)

3

Josaku Yanai(Reappointed)

4

Shinichi Horiguchi(Reappointed)

5

Takayuki Kitaoka(Reappointed)

Director

100%(Attended all 19 meetings)

6

Shuzo Hikida(Reappointed)

Director

100%(Attended all 14 meetings)

7

Fumio Tsuchiya(Reappointed, external, independent)

Director (External Director)

100%(Attended all 19 meetings)

Director (External Director)

100%(Attended all 19 meetings)

Director (External Director)–

8
9Naoko Mizukoshi(Reappointed, external, independent)
Junko Sunaga(Newly appointed, external,
independent)

President and Representative Director
In charge of the Audit Department
Representative Director, Executive Vice
President
In charge of Financial Industry SBU, Industries& Public Solutions SBU, Digital Innovation
SBU, Enterprise Consulting SBU, IT Platform
SBU, Business Innovation Div., Social
Innovation Div., Global Div., Division Directorof Social Innovation Div., Business SBU andDivision Director of Global Div., Business SBU
Representative Director, Executive Vice
President
In charge of Corporate Planning SBU,
Human Resources SBU, Corporate
Management SBU, Technology &Innovation SBU, System Development &Quality Management Innovation SBU,
Corporate Digital Transformation
Promotion SBU

100%(Attended all 19 meetings)

100%(Attended all 19 meetings)

100%(Attended all 14 meetings)(Notes) 1. “Reappointed” refers to candidates reappointed as Directors, “Newly appointed” refers to candidates newly appointed as Directors,“External” refers to candidates for external Directors, and “Independent” refers to directors for which a notice has been filed with theTokyo Stock Exchange stating that they are Independent Officers.
2. The meetings of the Board of Directors, which were held after their appointment on June 23, 2023 are included in the scope of the status ofattendance of Messrs. Shinichi Horiguchi and Shuzo Hikida at meetings of the Board of Directors.

- 4 -Candidate
No.

Name
(Date of Birth)

Toru Kuwano(May 3, 1952)
1

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1976

Joined Toyo Information Systems Co., Ltd. *1

June 2000

Director of Toyo Information Systems Co., Ltd.

April 2004

Executive Director of TIS Inc.

April 2008

Executive Managing Director of TIS Inc.

April 2010

Executive Vice President and Representative
Director of TIS Inc.

April 2011

President and Representative Director of TIS Inc.

April 2013

Chairman, President and Representative Director of
TIS Inc.

June 2013

Chairman, President and Representative Director of
TIS Inc.
Director of the Company *2June 2016

Chairman, President and Representative Director of
TIS Inc.
President and Representative Director of theCompany

July 2016

President and Representative Director of theCompany, in charge of Auditing Dept.

June 2018

Chairman, President and Representative Director of
the Company, in charge of Auditing Dept.

April 2021

Chairman and Director of the Company (to thepresent)<Reappointment Candidate><Number of Years in Office>11 years

No. of Shares
Held in the
Company

174,200
sharesReasons for the Selection of Candidate for Director
After assuming the office of President and Representative Director of the Group company, Toru Kuwano was appointed as a Director of theCompany in June 2013 and President and Representative Director in June 2016. Since April 2021, he has assumed the office of Chairman and
Director of the Company. He has a wealth of experience and knowledge about the Company’s and its Group’s business, as well as in businessadministration.
Since April 2021, he has also assumed the position of Chairman and Director as a non-executive Director, in order to realize fair management
supervision. He has promoted a stronger and more effective corporate governance structure and worked toward the sustainable growth andincrease in the medium- to long-term corporate value of the Company. He is nominated as a candidate for Director since he is highly expected
to continue to fulfill the duties of significant decision-making for the Company’s Group as well as the administration and oversight ofbusiness management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of June 2013, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company’s wholly-owned subsidiary, being the absorbed company. With themerger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

- 5 -Candidate
No.

2

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1985

Joined Toyo Information Systems Co., Ltd. *1

April 2010

Managing Executive Officer, Department Manager
of Corporate Planning and Management Department
of SORUN CORPORATION *2

April 2011

Executive Officer, Department Manager ofCorporate Planning & Control Dept. of TIS Inc. *2

October 2011

Executive Officer, Department Manager ofCorporate Planning & Control Dept. and Section
Manager of Global Business Planning Office of TIS
Inc.

January 2012

Yasushi Okamoto(March 3, 1962)

Executive Officer, Department Manager ofCorporate Planning & Control Dept. and Section
Manager of Global Business Planning Office of TIS
Inc.
Managing Director of TISI (Singapore) Pte. Ltd.

April 2013

Managing Executive Officer, Division Manager of
IT Solutions Services SBU of TIS Inc.

<Reappointment Candidate>

April 2016

Senior Managing Executive Officer, Division
Manager of Industries & Solutions SBU of TIS Inc.

<Number of Years in Office>6 years

July 2016

Senior Managing Executive Officer, Division
Manager of Industries & Solutions SBU of theCompany *3

April 2017

Senior Managing Executive Officer, in charge ofIndustries & Solutions SBU, Business Innovation
Div., Division Manager of Business Innovation Div.
of the Company

April 2018

Senior Managing Executive Officer, Sector Directorof Service Strategy Sector of the Company

June 2018

Director, Senior Managing Executive Officer, Sector
Director of Service Strategy Sector of the Company

April 2020

Director, Executive Vice President, Sector Directorof Service Strategy Sector of the Company

April 2021

President and Representative Director of theCompany, in charge of Auditing Dept. (to thepresent)

No. of Shares
Held in the
Company

58,756 shares

Reasons for the Selection of Candidate for Director
Yasushi Okamoto served as Senior Managing Executive Officer and Division Manager of the planning and development department ofindustrial systems from July 2016, and as Director from June 2018, after having been engaged in corporate business in the corporate planningdepartment of the Company for many years. He was appointed to the office of President and Representative Director in April 2021.
Based on these experiences, he is a person who can exert leadership to further promote the sustainable growth and increase in corporate valueof the Group through the steady implementation of the new Medium-Term Management Plan (2024-2026). He is nominated as a candidate
for Director since he is highly expected to fulfill the duties of significant decision-making for the Group and oversight of business
management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. Effective as of April 1, 2011, a merger took effect with TIS Inc., the Company’s wholly-owned subsidiary, being the surviving
company and UFIT Co., Ltd., and SORUN CORPORATION being the absorbed companies.
*3. Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company’s wholly-owned subsidiary, being the absorbed company. With themerger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

- 6 -Candidate
No.

Name
(Date of Birth)

Josaku Yanai(November 14, 1963)3

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1987

Joined The Long-Term Credit Bank of Japan,
LimitedJanuary 2000

Joined Toyo Information Systems Co., Ltd. *1

April 2009

Executive Officer, Department Manager ofCorporate Planning & Control Dept., Corporate
Planning & Control Div. of TIS Inc.

April 2011

Executive Officer, Division Manager of Corporate
Planning Division of the Company *2

May 2015

Managing Executive Officer, Division Manager ofCorporate Planning Division of the Company

June 2016

Director, Managing Executive Officer and Division
Manager of Corporate Planning SBU of theCompany

July 2016

Director, Managing Executive Officer, in charge ofCorporate Planning SBU and Corporate
Management SBU and Division Manager ofCorporate Planning SBU of the Company

April 2018

Director, Senior Managing Executive Officer andSector Director of Industry Strategy Sector of theCompany

April 2020

Director, Executive Vice President and Sector
Director of Industry Strategy Sector of the Company

April 2021

Representative Director, Executive Vice President,
in charge of Financial Industry SBU, Industries &Public Solutions SBU, Digital Transformation
Business Unit, Enterprise Business Unit, Business
Innovation Unit, Digital Society Service Planning
Unit, IT Platform SBU, and Global Div., andDirector of Global Div. of the Company

April 2022

Representative Director, Executive Vice President,
in charge of Digital Transformation Promotion
SBU, Financial Industry SBU, Industries & Public
Solutions SBU, Digital Transformation Business
Unit, Enterprise Consulting Business Unit, IT
Platform SBU, Business Innovation Unit, DigitalSociety Service Planning Unit, and Global Div., andDirector of Global Div. of the Company

April 2024

Representative Director, Executive Vice President,
in charge of Financial Industry SBU, Industries &Public Solutions SBU, Digital Innovation SBU,Enterprise Consulting SBU, IT Platform SBU,
Business Innovation Div., Social Innovation Div.,
Global Div., Division Director of Social Innovation
Div., Business SBU and Division Director of GlobalDiv., Business SBU of the Company (to the present)<Reappointment Candidate><Number of Years in Office>8 years

No. of Shares
Held in the
Company

61,900 shares

Reasons for the Selection of Candidate for Director
Josaku Yanai was mainly engaged in the corporate section in the corporate planning department of the Company and its Group company formany years. He assumed the office of Executive Officer and Division Manager of corporate planning division of the Company in April 2011.
He became a Director of the Company in June 2016 and a Representative Director in April 2021. He has a wealth of experience andknowledge about the business of the Company and its Group, as well as in business administration. Based on these experiences, he isnominated as a candidate for Director since he is highly expected to further promote the sustainable growth and increase in corporate value of
the Group through the steady implementation of the new Medium-Term Management Plan (2024-2026) and fulfill the duties of significant
decision-making for the Group and the administration and oversight of business management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. As of April 2011, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company’s wholly-owned subsidiary, being the absorbed company. With themerger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

- 7 -Candidate
No.

Name
(Date of Birth)

Shinichi Horiguchi(June 23, 1962)
4<Reappointment Candidate>

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1987

Joined Toyo Information Systems Co., Ltd. *1

December 2002

Department Manager of the Business System
Operation Development Department of the Finance/ Card Division No. 1 of Toyo Information Systems
Co., Ltd.

November 2006

General Manager, Card Solutions Department. No.
6, Card Division No. 2 of Toyo Information Systems
Co., Ltd.

April 2009

General Manager, Human Resources Department,
Planning Division of Toyo Information Systems
Co., Ltd.

April 2012

General Manager, Planning Department, Corporate
Division of Toyo Information Systems Co., Ltd.

April 2013

Executive Officer and Division Manager of theCredit Platform Division of the Financial Industry
SBU No. 1 of Toyo Information Systems Co., Ltd.

October 2016

Executive Officer and Deputy General Manager of
the Financial Industry SBU and Division Managerof the Credit Platform Division of the Financial
Industry SBU of the Company (*2)

April 2017Managing Executive Officer and General Managerof the Financial Industry SBU and Division
Manager of the Credit Platform Division of the
Financial Industry SBU of the Company

April 2018

Managing Executive Officer and General Managerof the Financial Industry SBU of the Industry
Strategy Sector of the Company

April 2020

Senior Managing Executive Officer and officer incharge of Financial Industry SBU of the Industry
Strategy Sector and General Manager of the
Financial Industry SBU of the Industry Strategy
Sector of the Company

April 2021

Senior Managing Executive Officer, General
Manager of the Financial Industry SBU

April 2022

Senior Managing Executive Officer, General
Manager of the Financial Industry SBU and General
Manager of the IT Platform SBU of the Company

April 2023

Senior Managing Executive Officer in charge ofCorporate Planning SBU, Human Resources SBU,
Corporate Management SBU, Technology &Innovation SBU, System Development & Quality
Management Innovation SBU, General Manager of
the IT Platform SBU of the Company

June 2023

Director, Senior Managing Executive Officer, incharge of Corporate Planning SBU, Human
Resources SBU, Corporate Management SBU,
Technology & Innovation SBU, System
Development & Quality Management Innovation
SBU, Division Director of the IT Platform SBU of
the Company

April 2024

Representative Director, Executive Vice President,
in charge of Corporate Planning SBU, Human
Resources SBU, Corporate Management SBU,
Technology & Innovation SBU, System
Development & Quality Management Innovation
SBU, Corporate Digital Transformation Promotion
SBU of the Company (to the present)<Number of Years in Office>1 year- 8 -No. of Shares
Held in the
Company

25,419 shares

Reasons for the Selection of Candidate for Director
Shinichi Horiguchi has been engaged in finance/credit card business for many years, has been promoting corporate business operations at the
Human Resources Department and Corporate Planning Department since April 2009, and has served as General Manager of the Financial
Systems Planning and Development Department for financial systems as Managing Executive Officer of the Company since April 2017. He
was appointed to the office of Director in June 2023 and the office of Representative Director in April 2024. Based on these experiences, he isnominated as a candidate for Director since he is highly expected to promote the new Medium-Term Management Plan (2024-2026), andfulfill the duties of significant decision-making for the Group and the oversight of business management.
*1. Toyo Information Systems Co., Ltd. changed its trade name to TIS Inc. on January 1, 2001.
*2. Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company’s wholly-owned subsidiary, being the absorbed company. With themerger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

- 9 -Candidate
No.

Name
(Date of Birth)

Takayuki Kitaoka(December 14, 1960)
5

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1984

Joined INTEC Inc.

January 2005

General Manager of Product Solutions Marketing
Dept. of INTEC Inc.

April 2008

Manager of N&O Business Promotion Dept. of
INTEC Inc.

April 2012Manager of Corporate Planning Department of theCompany *1

April 2015

General Manager of BPO Division of INTEC Inc.

April 2016

Executive Officer, General Manager of Corporate
Planning Division of INTEC Inc.

April 2017Managing Executive Officer, General Manager ofCorporate Planning Division of INTEC Inc.

April 2018

President and Representative Director of INTEC
Inc.

June 2018

Director of the Company (to the present)

April 2024

Executive Chairman and Director, INTEC Inc. (tothe present)<Reappointment Candidate><Number of Years in Office>6 years

No. of Shares
Held in the
Company

19,362 shares(Other Important Concurrent Positions)
Chairman of Telecom Services Association
Reasons for the Selection of Candidate for Director
Takayuki Kitaoka was engaged in business related to IT infrastructure of INTEC Inc., the Company’s major subsidiary, and served inmanagement administration of the Group companies at the Company for three years from April 2012. Furthermore, he has assumed the officeof President and Representative Director of INTEC Inc. since April 2018, the office of Executive Chairman and Director of the said company
since April 2024, and the office of Director of the Company since June 2018. He is nominated as a candidate for Director since he is highly
expected to continue to fulfill the duties of significant decision-making for the Group and the administration and oversight of business
management under the new Medium-Term Management Plan (2024-2026), based on the above experiences and from the viewpoint of Groupmanagement.
*1. As of April 2012, the Company’s trade name was IT Holdings Corporation.
Effective as of July 1, 2016, an absorption-style merger took effect with the Company (formerly IT Holdings Corporation)
being the surviving company and TIS Inc., the Company’s wholly-owned subsidiary, being the absorbed company. With themerger, the trade name of the Company was changed from IT Holdings Corporation to TIS Inc.

- 10 -

Candidate
No.

Name
(Date of Birth)

Shuzo Hikida(October 24, 1964)
6<Reappointment Candidate>

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1988

Joined INTEC Inc.

June 2007

General Manager, Sales Department No. 1, WesternJapan Region Division of INTEC Inc.

April 2015

Deputy General Manager, Network & Outsourcing
Division and General Manager, N&O Business
Promotion Division of INTEC Inc.

April 2018

Executive Officer, Deputy General Manager of theMetropolitan Industry SBU and Department
manager of the MCI Sales Department of INTEC
Inc.

April 2019

Managing Executive Officer, General Manager of
the Industry SBU of INTEC Inc.

May 2019

Managing Executive Officer and General Managerof the Network & Outsourcing SBU of INTEC Inc.

April 2021

Senior Managing Executive Officer, in charge of theDistribution Service SBU and Network &Outsourcing SBU, and General Manager of the
Network & Outsourcing SBU of INTEC Inc.

April 2022

Senior Managing Executive Officer in charge of theDistribution Service SBU, the Network &Outsourcing SBU and the Central / West Japan
Industry SBU, and General Manager of the Network& Outsourcing SBU of INTEC Inc.

April 2023

Director and Executive Vice President in charge ofthe MCF Operation Department, Network &Outsourcing Division, East Regional Control
Headquarters and General Manager of Special
Project Management Office of INTEC Inc.

June 2023

Director of the Company (to the present)
Director and Executive Vice President in charge ofthe MCF Operation Department, Network &Outsourcing Division, East Regional Control
Headquarters and General Manager of Special
Project Management Office of INTEC Inc.

April 2024

President and Representative Director of INTEC
Inc. (to the present)<Number of Years in Office>1 yearNo. of Shares
Held in the
Company

4,400 shares

Reasons for the Selection of Candidate for Director
Shuzo Hikida is engaged in business activity to create strategic informatization directly connected to business strategy of top-class companies
in the industry at INTEC Inc., one of our major group companies, to establish the revenue base of the network & outsourcing business
operation and create new services. Also, he was appointed as director and executive vice president of the said company in April 2023 and as
President and Representative Director of the said company in April 2024. He is nominated as a candidate for Director since he is highly
expected to promote the new Medium-Term Management Plan (2024-2026) at the said company to play a sufficient role in supervision ofdecision-making on significant matters and the oversight of execution of business management for the Group based on his experiences.

- 11 -

Candidate
No.

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
July 1971

Joined Japan Airlines Co., Ltd.

July 1995

Regional Manager of Madrid Branch of Japan
Airlines Co., Ltd.

May 1999

Director and Section Manager of Personnel &Corporate Planning Section of JAL Hotels Co., Ltd.
(currently Okura Nikko Hotel Management Co.,Ltd.)

April 2001

Manager of Corporate Planning Section of Japan
Airlines Co., Ltd.

October 2002

Executive Officer, Deputy Section Manager ofCorporate Planning Section of Japan Airlines
System, Inc. (currently Japan Airlines Co., Ltd.)

April 2004

Executive Officer and Section Manager ofCorporate Planning Section of Japan Airlines
System, Inc.

Fumio Tsuchiya(May 10, 1948)
7<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate<Number of Years in Office>7 years

June 2004

Director and Section Manager of Corporate
Planning Section of Japan Airlines Corporation(currently Japan Airlines Co., Ltd.)

April 2006

Managing Director, in charge of PR & IR, Legal
Affairs and General Affairs of Japan Airlines Co.,Ltd.

June 2007

President & CEO of JALCard, Inc.

June 2010Retired from JALCard, Inc.

August 2010

Section Manager of Internal Auditing Office ofFaith, Inc.

June 2011

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

June 2017

External Director of the Company (to the present)

No. of Shares
Held in the
Company–

Reasons for the Selection of Candidate for External Director and Expected Role
Fumio Tsuchiya previously worked in an important position in overseas offices and the Corporate Planning Department of Japan Airlines Co.,
Ltd. (“JAL”). After having assumed the office of Director of JAL in June 2004, he served as Managing Director and was thereafter appointed
as President & CEO of JALCard, Inc. in June 2007, which is a group company of JAL. He has a wide range of experience and a wealth ofexpertise in corporate management.
Since assuming the office of External Director of the Company in June 2017, he has given advice and suggestions from an independent
perspective by utilizing these experiences and expertise in the Company’s business to ensure that the decisions to be made by the Company’s
Board of Directors will be reasonable and appropriate.
Since June 2023, he has acted as Chairperson of the Nomination and Remuneration Committees which are voluntary advisory bodies to theBoard of Directors, and fulfills an important role in the deliberation and advice to the Board of Directors on the nomination and remunerationof directors, etc. in response to the consultation of the Board of Directors. He is highly expected to be a person who will continue to contributeto the increase in corporate value and enhancement of corporate governance of the Company. Therefore, we have nominated him as a candidate
for external director.
Items Pertaining to Independence
While the Company has business transactions with JALCard, Inc. (“JALCard”), which Mr. Tsuchiya belonged to until June 2010, JALCard’s
consolidated sales to the Company represent 0.2% and 0.3% of the Company’s consolidated and non-consolidated sales, respectively.
Because Mr. Tsuchiya satisfies the requirements of the “Criteria Concerning Independence of External Officers of the Company” and the
proportion of sales is minimal, we have determined that his independence as an External Director is sufficiently secured.

- 12 -

Candidate
No.

8

Name
(Date of Birth)

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1993

Entered the Legal Training and Research Institute ofSupreme Court of Japan

April 1995

Registered as a lawyer with Osaka Bar Association
Joined Miyazaki Sogo Law Office (currently Legal
Professional Corporation Miyazaki Sogo Law
Office)April 1998

Naoko Mizukoshi(September 23, 1967)

Registered as a lawyer with Yokohama Bar
Association (currently Kanagawa Bar Association)
Joined Legal Department of Nomura ResearchInstitute, Ltd.

September 1999

<Reappointment Candidate>
External Director Candidate
Independent Officer Candidate

Registered as a lawyer with Daini Tokyo Bar
Association
Joined Legal Department of Autodesk, Ltd.

September 2002

<Number of Years in Office>6 years

Legal Affair Division, Microsoft Corporation(currently Japan Microsoft Corporation)
Qualified as a lawyer in the state of California

November 2006

Joined TMI Associates

January 2008

Partner of TMI Associates (resigned February 2010)

March 2010

Founded Endeavour Law OfficePartner of Endeavour Law Office

June 2018

External Director of the Company (to the present)
Partner of Endeavour Law Office (resigned
December 2018)

December 2018

Partner of Leftright Law & IP (to the present)

No. of Shares
Held in the
Company

1,700 shares(Other Important Concurrent Positions)
External Director of Nabtesco Corporation
Reasons for the Selection of Candidate for External Director and Expected Role
Naoko Mizukoshi is a qualified lawyer and has a wealth of professional knowledge of, and experiences in, intellectual property, ICT andinternational transactions.
Since assuming the office of External Director of the Company in June 2018, she has given advice and suggestions from an independent
perspective by utilizing these experiences and expertise in the Company’s business to ensure that the decisions to be made by the Company’s
Board of Directors will be reasonable and appropriate. She is highly expected to be a person who will continue to contribute to the increase incorporate value and enhancement of the corporate governance of the Company.
Moreover, although she has not participated in corporate management in any manner other than as an External Director, she has expertise incorporate legal works. Therefore, she is nominated as a candidate for External Director since she could discharge duly the duties of External
Director.
Items Pertaining to Independence
There is no business relationship between the Company and Leftright Law & IP to which Ms. Mizukoshi currently belongs. She fulfills the“Criteria Concerning Independence of External Officers of the Company” and the Company believes that she has no conflict of interest withany shareholders.

- 13 -

Candidate
No.

Name
(Date of Birth)

Junko Sunaga(September 25, 1960)

9

Career Summary, Position, and Responsibility at the Company andImportant Positions of Other Organizations Concurrently Assumed
April 1983

Joined NEC Corporation

January 1993

Seconded to NEC Electronics Inc.

April 1996

Returned to NEC Corporation

March 1997

Retired from NEC Corporation

April 1997

Joined and Product Marketing Manager ofQualcomm International Japan (currently
Qualcomm Japan, LLC)

April 1998

Qualcomm Japan, Inc. (currently Qualcomm Japan,
LLC) (Corporate registration)

May 2005

Director of Qualcomm Japan, Inc.

November 2008

Senior Director of Qualcomm Japan, Inc.

June 2016

Vice President of Qualcomm Japan, Inc.
Vice President of Qualcomm Inc.

April 2018

President and Representative Director of Qualcomm
Japan, Inc. (currently Qualcomm Japan, LLC)
President and Representative Director of Qualcomm
CDMA Technologies GmbH
Vice President of Qualcomm Inc.

<Newly Appointed>
External Director Candidate
Independent Officer Candidate
September 2018

Representative and President of Qualcomm Japan,
LLC
President and Representative Director of Qualcomm
CDMA Technologies GmbH
Vice President of Qualcomm Inc.

June 2021

Representative and President of Qualcomm Japan,
LLC
President and Representative Director of Qualcomm
CDMA Technologies GmbH
Vice President of Qualcomm Inc.
Outside Director of IWASAKI ELECTRIC CO.,LTD. (resigned June 2023)

June 2023

Advisory Chairman of Qualcomm Japan, LLC (tothe present) (scheduled to resign June 4, 2024)<Number of Years in Office>–No. of Shares
Held in the
Company–(Other Important Concurrent Positions)
Outside Director of KYOCERA Corporation (scheduled to be appointed
June 25, 2024)
Reasons for the Selection of Candidate for External Director and Expected Role
Junko Sunaga has worked in the semiconductor business, with a focus on mobile phones, and in April 1997 joined the Japan arm of Qualcomm(USA), a leading company in the mobile communications industry, as its first employee. Since April 2018, she has been President andRepresentative Director of Qualcomm Japan, Inc., where she has achieved successful results in expanding the domestic semiconductor business.
She is nominated as a candidate for External Director based on the belief that she will contribute to the enhancement of the corporate governanceof the Company by utilizing these experiences and expertise in the Company’s business and by giving advice and suggestions from an
independent perspective to ensure that the decisions to be made by the Company’s Board of Directors will be reasonable and appropriate.
Items Pertaining to Independence
There is no business relationship between the Company and the Qualcomm group to which Ms. Sunaga currently belongs. She fulfills the“Criteria Concerning Independence of External Officers of the Company” and the Company believes that she has no conflict of interest withany shareholders.
(Notes)1.
None of the Director candidates above has any special interest with the Company.
2.
Mr. Fumio Tsuchiya, Mses. Naoko Mizukoshi and Junko Sunaga are candidates for External Directors as set forth under Item
7, Paragraph 3, Article 2 of the Regulations for the Enforcement of the Companies Act.
Furthermore, in accordance with the procedures, the Company has designated Mr. Fumio Tsuchiya and Ms. Naoko Mizukoshi
as Independent Officers and filed a notice accordingly with the Tokyo Stock Exchange. If the re-election of Mr. Fumio
Tsuchiya and Ms. Naoko Mizukoshi is approved, the Company will renew this filing. As for Junko Sunaga, new candidate
for External Director, she also meets the independence criteria of the Company. If she is elected as External Director byshareholders’ approval, the Company will file her status as an independent officer with the Tokyo Stock Exchange.
The Company’s independence criteria of External Officers are described on page 25.

- 14 -

3.

4.

5.

6.
7.
8.

So that External Directors may fully fulfill their expected roles, the Company has entered into an agreement with Mr. Fumio
Tsuchiya and Ms. Naoko Mizukoshi to limit their liability for damages as outlined under Paragraph 1, Article 423 of theCompanies Act in accordance with Paragraph 1, Article 427 of the Companies Act and Article 32 of the Articles ofIncorporation, thus the maximum amount of liability under said agreement is the minimum liability amount as provided inlaws and regulations. If their reappointment is approved at this Annual General Meeting of Shareholders, the Company will
renew the agreement with them.
Additionally, if Junko Sunaga is elected, the Company will enter into the same agreement with her.
The Company has entered into an indemnification agreement with each of its directors as provided for in Paragraph 1, Article
430-2 of the Companies Act, under which the Company will compensate for expenses under Item 1 and losses under Item 2of the same paragraph to the extent permitted by law.
Furthermore, the Company takes measures to ensure that the appropriateness of the performance of duties by Company
officers is not undermined, such as excluding officers from indemnification if the Company pursues liability against them inthe event that damage is caused by malice or gross negligence in the performance of their duties.
If the re-election of Director candidates Mr. Toru Kuwano, Mr. Yasushi Okamoto, Mr. Josaku Yanai, Mr. Shinichi Horiguchi,
Mr. Takayuki Kitaoka, Mr. Shuzo Hikida, Mr. Fumio Tsuchiya and Ms. Naoko Mizukoshi is approved at this General Meeting,
the Company will renew this agreement. Furthermore, if the election of Director candidate Ms. Junko Sunaga is approved,
the Company will enter into this same agreement with her as well.
The Company has concluded a directors and officers liability insurance agreement provided for in Paragraph 1, Article 4303 of the Companies Act with an insurance company. In the event of a claim for damages due to an action (including in-action)by the insured as part of their duties as officers etc., damages including compensation for damages and legal expenses to beborne by the insured shall be compensated under the said insurance agreement. (Damages, etc., incurred by officers themselves,
who have conducted a criminal act such as bribery and/or intentionally conducted an illegal act, are not subject tocompensation.) Each candidate will be covered as the insured by the insurance policy subject to the approval of their election.
The registered family name of Ms. Naoko Mizukoshi is Ms. Naoko Suzuki.
The registered family name of Ms. Junko Sunaga is Ms. Junko Inoue.
The number of shares of the Company that are held by each of the candidates for Directors includes the unit shares held by
each candidate in the Directors’ Shareholdings Association of TIS INTEC Group.

- 15 -

Proposition No. 3: Election of Four (4) Audit & Supervisory Board Members
The term of office of Audit & Supervisory Board Members Tetsuya Asano, Yukio Ono, Akiko Yamakawa andHiroko Kudo will expire at the close of this Annual General Meeting of Shareholders. Accordingly, we would
like to propose that four (4) Audit & Supervisory Board Members, including three (3) External Audit &Supervisory Board Members be elected.
In addition, prior consent of the Audit & Supervisory Board has been obtained for the submission of this
proposal.
The candidates for Audit & Supervisory Board members are as follows;
List of candidates for Audit & Supervisory Board members
Candidate
No.

(Notes)Name of Candidates for Audit& Supervisory Board member

1

Hideki Kishimoto(Newly Appointed)

2

Yukio Ono
(Reappointed, external,
independent)

3

Akiko Yamakawa(Reappointed, external,
independent)

4

Hiroko Kudo
(Reappointed, external,
independent)

Current Position of theCompany

Advisor
Audit & Supervisory Board
Member(External Audit &Supervisory Board
Member)Audit & Supervisory Board
Member(External Audit &Supervisory Board
Member)Audit & Supervisory Board
Member(External Audit &Supervisory Board
Member)Rate of Attendance at
the Board Meeting(Number ofAttendances)

Rate of Attendance at
the Audit &Supervisory Board
Meeting(Number ofAttendances)

–

–

94.7%
(Attended 18 meetingsof out of 19 meetings)

92.9%(Attended 13 meetingsof out of 14 meetings)

100%(Attended all 19
meetings)

92.9%(Attended 13 meetingsof out of 14 meetings)

89.5%(Attended 17 meetingsof out of 19 meetings)

100%(Attended all 14
meetings)“Newly appointed” refers to candidates newly appointed as Audit & Supervisory Board Members, “Reappointed” refers to candidates
reappointed as Audit & Supervisory Board Members, “External” refers to candidates for external Audit & Supervisory Board Members,
and “Independent” refers to Audit & Supervisory Board Members filed as Independent Officers with the Tokyo Stock Exchange.

- 16 -

Candidate
No.

Name
(Date of Birth)

Hideki Kishimoto(November 27, 1964)
1

Career Summary, Position, and Important Positions of Other
Organizations Concurrently Assumed
April 1987

Joined the Sanwa Bank, Limited (currently MUFG
Bank, Ltd.)

June 2013

Executive Officer, General Manager of USA Sales
Department III, USA Division and General Manager
of Los Angeles Branch, seconded to Union Bank,
N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd.
(currently MUFG Bank, Ltd.)

July 2014

Executive Officer, seconded to MUFG Union Bank,
N.A. and General Manager of Los Angeles Branchof The Bank of Tokyo-Mitsubishi UFJ, Ltd.

May 2015

Executive Officer, General Manager of Compliance
Division of The Bank of Tokyo-Mitsubishi UFJ,Ltd.
Executive Officer, Assistant Manager toCompliance Division of Mitsubishi UFJ Financial
Group, Inc.

July 2015

Executive Officer, General Manager of Compliance
Division of The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (currently MUFG Bank, Ltd.)
Executive Officer, General Manager of Compliance
Division of Mitsubishi UFJ Financial Group, Inc.

May 2018

Managing Executive Officer, Assistant to Manager
of Legal Department and Assistant to Manager of
Retail Department of MUFG Bank, Ltd.

July 2018

Managing Executive Officer, General Manager ofRegional Division (in charge of West Japan) of
MUFG Bank, Ltd.

May 2019

Retired from MUFG Bank, Ltd.
Managing Executive Officer in charge of Kinki
region of Mitsubishi UFJ Morgan Stanley Securities
Co., Ltd.

June 2021

Retired from Mitsubishi UFJ Morgan Stanley
Securities Co., Ltd.
Managing Executive Officer, Deputy Chief Risk
Officer and Deputy Chief Compliance Officer,
Assistant Officer in charge of General Risk
Management Department, Compliance Division and
Legal Department of Mitsubishi UFJ NICOS Co.,Ltd.

June 2022

Managing Executive Officer and Chief Compliance
Officer in charge of Compliance Division and Legal
Department of Mitsubishi UFJ NICOS Co., Ltd.

June 2023

Managing Executive Officer and Chief Compliance
Officer jointly in charge of Internal Audit
Department of Mitsubishi UFJ NICOS Co., Ltd.

March 2024

Retired from Mitsubishi UFJ NICOS Co., Ltd.

April 2024

Advisor to the Company (to the present)<Newly Appointed><Number of Years in Office>–No. of Shares
Held in the
Company–

Reasons for the Selection of Candidate for Audit & Supervisory Board Member
Mr. Hideki Kishimoto has experience in global management through his work in the finance sector promoting business overseas, and also has
extensive experience and broad insight into corporate governance as head of compliance divisions over many years. He is nominated as a
candidate for Audit & Supervisory Board Member because it is expected that he can contribute to the enhancement of governance as theGroup globalizes as well as perform accurate and fair monitoring and oversight functions for the execution of business by the Company’s
directors.

- 17 -

Candidate
No.

Name
(Date of Birth)

Yukio Ono
(January 1, 1950)

2<Reappointed>
External Audit & Supervisory
Board Member Candidate
Independent Officer Candidate<Number of Years in Office>4 years

Career Summary, Position, and Important Positions of Other
Organizations Concurrently Assumed
March 1973

Joined Tohmatsu & Awoki Audit Corporation(currently Deloitte Touche Tohmatsu LLC)

June 1980

Transferred to New York Office of Touche Ross &Co. (currently Deloitte & Touche LLP)

August 1984

Returned to Tokyo Office of Tohmatsu & Awoki
Audit Corporation (currently Deloitte Touche
Tohmatsu LLC)

May 1985

Partner of Tohmatsu & Awoki Audit Corporation

November 2010

Partner and Chairman of the Board of Tohmatsu &Awoki Audit Corporation

December 2010

Partner and Chairman of the Board of Tohmatsu &Awoki Audit Corporation
Member of Board of Director of Deloitte Touche
Tohmatsu Limited

October 2013

Partner of Deloitte Touche Tohmatsu LLC
Deputy Chairman of the Accounting Standards
Board of Japan

March 2014

Retired from Deloitte Touche Tohmatsu LLC

April 2014

Chairman of the Accounting Standards Board ofJapan

April 2019

Senior Advisor of Accounting Standards Board ofJapan
Founded and President of Accounting Offices of
Yukio Ono (to the present)

June 2020

External Audit & Supervisory Board Member of theCompany (to the present)

No. of Shares
Held in the
Company

3,000 shares(Other Important Concurrent Positions)
External Statutory Auditor of Tokyo Financial Exchange
External Audit & Supervisory Board Member of SEIKITOKYUKOGYO CO., LTD.
Reasons for the Selection of Candidate for External Audit & Supervisory Board Member
Yukio Ono is a licensed certified public accountant. His expertise and knowledge in the field of finance and accounting and many years ofexperience in corporate audit are beneficial to the Company in strengthening the audit system of the Company. Moreover, although he has notparticipated in corporate management in any manner other than as an external officer, he is nominated as a candidate for External Audit &Supervisory Board Member as he is considered to appropriately perform the duties of External Audit & Supervisory Board Member for theabove credentials.
Items Pertaining to Independence
While the Company has business transactions with Deloitte Touche Tohmatsu LLC, which Mr. Yukio Ono belonged to until March 2014, thetransactions represent less than 0.0% of the Company’s consolidated and non-consolidated sales, and no consulting or other agreements or
payments exist between Deloitte Touche Tohmatsu LLC and the Company. Nor does the Company have business transactions with the
Accounting Offices of Yukio Ono, to which Mr. Yukio Ono currently belongs. Therefore, we have determined that his independence as anExternal Audit & Supervisory Board Member is sufficiently secured.

- 18 -

Candidate
No.

Name
(Date of Birth)

Akiko Yamakawa(April 5, 1973)

3

Career Summary, Position, and Important Positions of Other
Organizations Concurrently Assumed
March 1997

Entered Legal Research and Training Institute of theSupreme Court of Japan

March 1999

Registered as a lawyer with the Dai-ichi Tokyo Bar
Association

April 1999

Joined Komatsu Koma & Nishikawa Law Office

March 2000

Left Komatsu Koma & Nishikawa Law Office

April 2000

Joined Freshfields Bruckhaus Deringer LLP<Reappointed>
External Audit & Supervisory
Board Member Candidate
Independent Officer Candidate

January 2004

Registered as a lawyer with New York Bar

August 2017

Left Freshfields Bruckhaus Deringer LLP

September 2017

Founded and Partner of Vanguard Lawyers Tokyo,
Partner (to the present)<Number of Years in Office>4 years

June 2020

External Audit & Supervisory Board Member of theCompany (to the present)

No. of Shares
Held in the
Company–(Other Important Concurrent Positions)
Member of Basic Sub-committee of Labor Policy Council of Ministryof Health, Labour and Welfare
Supervisory Director of KDX Realty Investment Corporation
Member of Board of Overseers of Temple University Japan Campus
Reasons for the Selection of Candidate for External Audit & Supervisory Board Member
Ms. Akiko Yamakawa is a licensed attorney and has extensive experience and knowledge regarding labor issues, including handling litigation
regarding employment disputes at global corporations. In addition, through her external activities such as supporting women’s participation in
the workforce, she is expected to provide appropriate monitoring and supervision of the Company’s global business execution and humanresources strategies. Moreover, although she has not participated in corporate management in any manner other than as an external officer, she
is nominated as a candidate for External Audit & Supervisory Board Member as she is considered to appropriately perform the duties of External
Audit & Supervisory Board Member for the above credentials.
Items Pertaining to Independence
No business transactions exist between the law offices to which Ms. Akiko Yamakawa belonged and the Company. Therefore, we havedetermined that her independence as an External Audit & Supervisory Board Member is sufficiently secured.

- 19 -

Candidate
No.

Name
(Date of Birth)

Hiroko Kudo
(February 28, 1968)

4<Reappointed>
External Audit & Supervisory
Board Member Candidate
Independent Officer Candidate<Number of Years in Office>2 years

Career Summary, Position, and Important Positions of Other
Organizations Concurrently Assumed
April 1995

Full-time lecturer, Aichi Shukutoku University
Faculty of Modern Society

April 1996

Part-time lecturer, Waseda University School ofInternational Studies (now School of International
Liberal Studies) (to the present)

April 1998

Full-time lecturer, Waseda University School of
Education

July 1998

Obtained Doctorate in Public Policy Studies from
Venice University

October 2001

Visiting researcher, Cabinet Office Economic andSocial Research Institute

April 2002

Audit Committee member, Chiyoda City

April 2003

Assistant Professor, Waseda University School of
Education

April 2005

Professor, Chuo University Faculty of Law (to thepresent)

April 2008

Part-time lecturer, University of Tokyo Graduate
School of Public Policy

April 2016

Senior visiting researcher, Ministry of Finance
Policy Research InstituteMay 2018

Visiting Professor, Newcastle Business School

April 2020

Visiting Professor, University of Ljubljana Facultyof Public Administration

June 2022

External Audit & Supervisory Board Member of theCompany (to the present)

No. of Shares
Held in the
Company

500 shares(Other Important Concurrent Positions)
Ad hoc member, Ministry of Finance Fiscal System Council, National
Public Service Personnel Mutual Aid Association Subcommittee
Committee member, Tokyo Metropolitan Government Tax Commission
Reasons for the Selection of Candidate for External Audit & Supervisory Board Member
Ms. Hiroko Kudo has deep insight into domestic and international administrative and financial affairs, a PhD in public policy, and is an active
global figure as a university professor and researcher. Moreover, although she has not participated in corporate management in any manner
other than as an external officer, she is nominated as a candidate for External Audit & Supervisory Board Member as it is considered that she
will be able to utilize her extensive experience and knowledge to appropriately perform the duties of an Audit & Supervisory Board Member,thereby improving the value that DX provides to resolve social issues through the Company’s business and deepening and expanding global
management.
Items Pertaining to Independence
No business transactions exist between the Company and the universities, etc. to which Ms. Hiroko Kudo belonged. Therefore we havedetermined that her independence as an External Audit & Supervisory Board Member is sufficiently secured.
(Notes)1.
None of the aforementioned candidates for Audit & Supervisory Board Member has any special interest with the Company.
2.
Mr. Yukio Ono, Mses. Akiko Yamakawa and Hiroko Kudo are candidates for External Audit & Supervisory Board Members
as set forth under Item 8, Paragraph 3, Article 2 of the Regulations for the Enforcement of the Companies Act.
Furthermore, the Company has designated Mr. Yukio Ono and Mses. Akiko Yamakawa and Hiroko Kudo as independent
officers and filed accordingly with the Tokyo Stock Exchange, and they meet the independence criteria of the Company. If
the re-election proposal for Mr. Yukio Ono and Mses. Akiko Yamakawa and Hiroko Kudo is approved, the Company will
renew this filing.
The Company’s independence criteria of External Officers are described on page 25.
3.
The Company has entered into an agreement with candidates for External Audit & Supervisory Board Members Yukio Ono,
Akiko Yamakawa and Hiroko Kudo to limit their liability for damages as outlined under Paragraph 1, Article 423 of theCompanies Act in accordance with Paragraph 1, Article 427 of the Companies Act and Article 42 of the Articles ofIncorporation, thus the maximum amount of liability under said agreement is the minimum liability amount as provided inlaws and regulations. If their reappointment is approved at this Annual General Meeting of Shareholders, the Company will
renew the agreement with them.
4.
The Company has entered into an indemnification agreement with each of its External Audit & Supervisory Board Members
as provided for in Paragraph 1, Article 430-2 of the Companies Act, under which the Company will compensate for expenses
under Item 1 and losses under Item 2 of the same paragraph to the extent permitted by law.

- 20 -

5.

6.

Furthermore, the Company takes measures to ensure that the appropriateness of the performance of duties by Company
officers is not undermined, such as excluding officers from indemnification if the Company pursues liability against them inthe event that damage is caused by malice or gross negligence in the performance of their duties.
If the re-election of External Audit & Supervisory Board Members candidates Mr. Yukio Ono, Mses. Akiko Yamakawa andHiroko Kudo is approved at this Annual General Meeting of Shareholders, the Company will renew the agreement with them.
Additionally, if the election of External Audit & Supervisory Board Member candidate Mr. Hideki Kishimoto is approved,
the Company will enter into this same agreement with him as well.
The Company has concluded a directors and officers liability insurance agreement provided for in Paragraph 1, Article 4303 of the Companies Act with an insurance company. In the event of a claim for damages due to an action (including in-action)by the insured as part of their duties as officers etc., damages including compensation for damages and legal expenses to beborne by the insured shall be compensated under the said insurance agreement. The insurance premiums, including coverageof special conditions, will be fully borne by the Company. (Damages, etc., incurred by officers themselves, who haveconducted a criminal act such as bribery and/or intentionally conducted an illegal act, are not subject to compensation.) Eachcandidate will be covered as the insured by the insurance policy subject to the approval of their election.
The number of shares of the Company, that are held by each of the candidates for Audit & Supervisory Board Members,
includes the unit shares held by each candidate in the Directors’ Shareholdings Association of TIS INTEC Group.

- 21 -

<Reference> List of Audit & Supervisory Board Members
If Proposition No. 3 is approved as originally proposed, the composition of the Audit & Supervisory Board will
be as follows.
The number of Audit & Supervisory Board Members will remain unchanged (Internal: 2; External: 3).
In addition, the Skills Matrix for each Audit & Supervisory Board Member following the conclusion of theAnnual General Meeting of Shareholders is as described on page 23-24.
Name

Attendance of the
Attendance of theCurrent Position of the Company meetings of the Board meetings of the Audit
of Directors& Supervisory Board
100%
100%
Full-Time Audit & Supervisory(Attended all 14(Attended all 12
Board Member
meetings)
meetings)

Makoto Tsujimoto

Currently in office

Hideki Kishimoto

Newly Appointed

Advisor

Yukio Ono

Currently in office
External
Independent

Akiko Yamakawa

Currently in office
External
Independent

Hiroko Kudo

Currently in office
External
Independent

Audit & Supervisory Board
Member(External Audit & Supervisory
Board Member)
Audit & Supervisory Board
Member(External Audit & Supervisory
Board Member)
Audit & Supervisory Board
Member(External Audit & Supervisory
Board Member)

–

–

94.7%
92.9%
(Attended 18 out of 19 (Attended 13 meetings
meetings)
of out of 14 meetings)
100%(Attended all 19
meetings)

92.9%(Attended 13 meetingsof out of 14 meetings)

89.5%(Attended 17 meetingsof out of 19 meetings)

100%(Attended all 14
meetings)(Notes)1. “External” refers to External Audit & Supervisory Board Members and candidates for the same, and “Independent” refers to
Audit & Supervisory Board Members who have been or will be filed with the Tokyo Stock Exchange as Independent Officers.
2. The meetings of the Board of Directors and the Audit & Supervisory Board, which were held after his appointment on June 23,
2023 are included in the scope of the status of attendance of Mr. Makoto Tsujimoto at meetings of the Board of Directors andthe Audit & Supervisory Board.

<Reference> Regarding the selection of candidates for Directors and Audit & Supervisory Board Members(1) Policies and Procedures for Election, Dismissal and Nomination of Directors, etc.
In order to realize effective corporate governance and contribute to the sustainable growth of the Company aswell as the enhancement of its medium- to long-term corporate value, in nominating candidates for Directors andAudit & Supervisory Board Members, etc., the Board of Directors, following the report from the Nomination
Committee, which is chaired by an external director, whose members comprise a majority of independent
external officers, will nominate the candidates based on election criteria determined by the Company underwhich they are selected as Directors or Audit & Supervisory Board Members. The Board of Directors willnominate candidates with extensive experience, a high level of insight and advanced specialization, while also
considering aspects of diversity such as gender, internationality, work history and age.
If a situation arises where a management executive should be dismissed, the Board of Directors shall resolve
upon a dismissal proposal. However, the dismissal of a director shall be conducted in accordance with theCompanies Act and other relevant provisions.

- 22 -

(2) Skills Matrix (If Propositions No. 2 and No. 3 are approved as originally proposed)
The Board of Directors needs to have a wide range of knowledge, experience and diversity in order to ensure thesustainable growth of the Company and increase its corporate value over the medium to long term. The
experience, knowledge, skills, etc. that we consider to be particularly necessary have been set out below basedon our materiality, GroupVision2032, and Medium-Term Management Plan 2024-2026.
Skills Item

Skills Explanation

Company Management

Experience as a company representative director, or practical experience in evaluating important business
opportunities and risks, making risk-taking decisions, and achieving business transformation as a manager
with knowledge of corporate governance premised on sustainable management

Industry Knowledge

Cutting-edge knowledge of ICT and DX, as well as extensive knowledge and expertise in the information
services industry and cybersecurity, all of which are necessary for promoting DX together with customers

Globalization

Practical experience in management of a company that operates globally, or practical experience inunderstanding the opportunities and risks of global business and engaging in business expansion overseasIntellectual Property,
Technology andInnovation
Human Resources

Expertise in intellectual property, which is essential for sustained improvement of corporate value, or
practical experience and knowledge in driving innovation that brings prosperity to society through applied
technology, and other such tools
Knowledge and practical experience to secure and promote the active participation of talented humanresources capable of providing high added value, and to foster a work environment and corporate culture
in which diverse human resources can work with motivation and peace of mind
Possess knowledge of corporate finance necessary for medium- to long-term sustainable value creation, andpractical experience in decision-making regarding investment and financial strategies

Finance/Accounting
Legal Affairs/Risk
Management

Expertise and practical experience in legal matters essential for the development of service businesses andglobal businesses, or knowledge of risk management necessary for a company to survive- 23 -

Skills matrix: Among the skills possessed by each candidate, the skills that are particularly expected

Position (Note)

Director

Chairman and
Director
President andRepresentative
Director
Representative
Director
Representative
Director
Director
Director
External Director
External Director

Name

Independent
Officer

Skill set showing the top three skills required of the Directors and Audit & Supervisory
Board membersIntellectual
Legal
Company
Property,
Affairs/
Industry
GlobalizaHuman
Finance/
ManageTechnology
Risk
Knowledgetion
Resources Accounting
mentandManageInnovation
ment

Toru Kuwano〇〇

YasushiOkamoto〇〇Josaku Yanai〇

ShinichiHoriguchi
Takayuki
Kitaoka
Shuzo Hikida
Fumio
Tsuchiya
Naoko
Mizukoshi
Junko Sunaga

〇
〇
〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇
〇
〇

〇

〇

Audit & Supervisory Board Member〇〇〇〇
External Director
Full-Time Audit
Makoto〇〇& Supervisory
Tsujimoto
Board Member
Full-Time Audit
Hideki& Supervisory〇
Kishimoto
Board Member
External Audit &〇〇Supervisory
Yukio Ono
Board Member
External Audit &Akiko
Supervisory〇〇
Yamakawa
Board Member
External Audit &〇〇〇〇Supervisory
Hiroko Kudo
Board Member(Note) The position after close of this Annual General Meeting of Shareholders is shown.
■Board of Directors (independence)

〇

〇

〇

〇

〇

〇

〇

〇

〇

■Board of Directors / Audit & Supervisory Board (diversity)
Female Director: 2 persons
Female Audit & Supervisory
Board Member: 2 persons

Independent

Female Officer

External Director

4/14
28.6%

3/9
33.3%

- 24 -

(3) Criteria Concerning Independence of External Officers of the Company (revised on December 21, 2016)
In order to reinforce the supervisory function of its Board of Directors, the Company has established as follows
the judgment criteria for ensuring the independence of its external directors and external audit & supervisory board
members (hereafter, the “external officers”) as described below, with reference to the rules of the Tokyo Stock
Exchange, etc., in addition to the requirements of the Companies Act.
1.

External directors (including candidates) are defined by Article 2, Paragraph 15 of the Companies Act(Requirements of External Directors) and shall have never served as an executive director, manager or other
employee of the TIS INTEC Group (Note 1) even in the past.

2.

External audit & supervisory board members (including candidates) are defined by Article 2, Paragraph 16of the Companies Act (Requirements of External Company Auditors) and shall have never served as a director,
manager or other employee of the TIS INTEC Group even in the past.

3.

In the current fiscal year and during the past three fiscal years, external officers shall fall under none of eachof the following items.
(1) A counterparty which has transactions principally with the Company (Note 2) or a person who executesthat counterparty’s business(2) A counterparty which has transactions principally with the TIS INTEC Group (Note 3) or a person who
executes that counterparty’s business(3) A consultant, accounting professional or legal professional who has received a large amount of moneyor other assets (Note 4) other than executive remuneration from the Company. In addition, when these
are received by an organization such as a corporation or partnership, this includes persons who belong
to the applicable organization.
(4) A major shareholder of the Company (Note 5). In addition, when the major shareholder is a corporation,
this includes a person who executes the business of the corporation.
(5) A person other than those in (1), (2) and (3) above who executes the business of a counterparty of theCompany (Note 6)(6) A person who was formerly a member of a counterparty which is in a situation of cross-assumption of
offices of external officers(7) A counterparty or former member of the counterparty that receives donations from the Company

4.

External officers must not be a relative within the second degree of a person who falls under each of thefollowing items;(1) A person mentioned in (1) to (3) of the previous clause(2) A person who executes the business of a subsidiary of the Company(3) A non-executive director of a subsidiary of the Company (limited to external audit & supervisory board
members)(4) A person who fell under (2) or (3) above or a person who executes the business of the Company(including a non-executive director in the case of an audit & supervisory board member) recently (inthe current fiscal year and during the past four (4) fiscal years)

5.

In addition to the above, there shall be no circumstances in which duties imposed on an independent external
officer are reasonably deemed not to be achieved.

Note 1: The “TIS INTEC Group” means the Company and its subsidiaries.
Note 2: A “counterparty which has transactions principally with the Company” means a counterparty which
provides products or services to the Company and whose payments from the Company constitute at least
2% of the sales of such counterparty in one fiscal year. The main bank (MUFG Bank, Ltd.) and the leadmanaging underwriters (Nomura Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co, Ltd.,and SMBC Nikko Securities Inc.) of the Company shall also each be a “counterparty which has
transactions principally with the Company” regardless of the transaction amount.
Note 3: A “counterparty which has transactions principally with the TIS INTEC Group” means a counterparty
with sales exceeding 2% of the total consolidated sales of the TIS INTEC Group.
Note 4: “A large amount of money or other assets” means the total value exceeds 10 million yen per fiscal year.
This shall apply also to a consultant, accounting professional or legal professional that enters a consulting
agreement or similar arrangement and periodically pays an amount of money or other assets, regardlessof the amount.
Note 5: A “major shareholder” means a person or company, and the like, that directly or indirectly holds 10% ormore of total voting rights. However, the Company’s leading shareholders (the top 10 approximately)shall be treated as “major shareholders.”
Note 6: A “counterparty which has transactions with the Company” means the case when transactions with theCompany per fiscal year constitute at least 2% of non-consolidated sales of the Company.

- 25 -

Proposition No. 4: Revision of Remuneration for Directors and Audit & Supervisory Board Members
It has been resolved at the first Annual General Meeting of Shareholders, which was held on June 25, 2009,that the amount of remuneration for Directors and Audit & Supervisory Board Members shall be 400 million yen
or less per year (of which, 50 million yen or less for External Directors) and 85 million yen or less per year for
Audit & Supervisory Board Members.
Since then, for Directors, these amounts of remuneration have been used as the upper limits of the sum of baseremuneration and performance-linked remuneration (monetary compensation linked to the degree ofachievement against the initial performance targets of the fiscal year). However, the Company decided to review
the remuneration system to cope with changes in the business environment surrounding the Group and motivate
Directors to work on sustainable growth and improvement of corporate value by further sharing value withshareholders by increasing the remuneration ratio that is linked to performance.
Therefore, along with the revision of the remuneration system, we would like to propose changing the
remuneration for Directors to 800 million yen or less per year (of which, 100 million yen or less for External
Directors).
Moreover, for Audit & Supervisory Board Members, due to the expansion of the Company’s business, thestrengthening of group governance framework, etc., the scope of duties of Audit & Supervisory Board Members
is expanding. To achieve a level of remuneration that matches their roles and responsibilities, we would like topropose changing the remuneration (base remuneration) for Audit & Supervisory Board Members to 150 million
yen or less per year.
As for this revision of remuneration for Directors and Audit & Supervisory Board Members, the change ofpolicy concerning the determination of remuneration for Directors, etc. was resolved after consultation with avoluntary advisory body for the Board of Directors, the Remuneration Committee, the majority of whose
members are independent external directors, on condition that this proposal and Proposition No. 5 are approved
as they are at the General Meeting of Shareholders held on May 8, 2024. Since this proposal sets out
remuneration based on the total amount of individual remuneration amounts, etc. in accordance with the policy
after the amendment (please refer to pages 30 to 34 of the Notice of the 16th Annual General Meeting of
Shareholders), we judge that it is appropriate.
Furthermore, the Company provides no employee portion of salaries for Directors who concurrently serve as
employees. Therefore, such salaries are not included in the remuneration for Directors.
As of now, there are nine (9) Directors (including three (3) External Directors) and five (5) Audit &Supervisory Board Members. If Proposition No. 2 and No. 3 are approved as they are, there will be no changes
in the numbers of Director and Audit & Supervisory Board Members.
(Supplement)
Among Directors, non-executive directors and External Directors are not eligible for performance-linked
remuneration to clarify their positions. In their position, non-executive directors shall manage and supervise theexecuting side, and External Directors should independently manage and supervise the Company’s management.
Audit & Supervisory Board Members are excluded from eligible persons from the viewpoint of independence.

- 26 -

Proposition No. 5: Amendment to Amount and Details of Performance-linked Stock Incentive Plan for Directors,
etc.
1.

Reason why the proposed revision is considered appropriate
The Company has introduced a performance-linked stock incentive plan for Directors, Executive
Officers, Executive Fellows (other than External Directors, part-time Directors, and non-residents) of theCompany (hereinafter referred to as the “System”). The System was approved by shareholders at the 10th
Annual General Meeting of Shareholders held on June 26, 2018, and its partial amendment, which is to add
eligible people, and continuation were approved at the 13th Annual General Meeting of Shareholders heldon June 24, 2021. The System is a stock remuneration system under which stock is acquired through a trust
established based on resourced funds contributed by the Company from the amount for Directors’
remuneration, etc. and the Company’s stock or cash equivalent to proceeds from the liquidation of theCompany’s stock (hereinafter referred to as the “Company’s Stock, etc.”) is delivered or provided to
Directors, etc. (hereinafter referred to as the “Delivery, etc.”).
The Company proposes to revise the System so that it will cover the Directors and Executive Officers of
the Company (other than non-executive Directors and non-residents; hereinafter referred to as “Directors,etc.”) and the Directors and Executive Officers of INTEC Inc., a subsidiary of the Company (other thannon-executive Directors and non-residents; hereinafter referred to as the “Directors, etc. of a Subsidiary”).
Directors, etc. of a Subsidiary and Directors, etc. of the Company are collectively referred to as “Eligible
Directors, etc.” We also seek the approval of shareholders for the revision, which is to change thecalculation method and the delivery period for the Company’s shares to be granted to the Eligible Directors,
etc., and continuation of the System to have the System function to enhance management’s motivation tocontribute to the medium- to long-term improvement of the Company’s corporate value by further
promoting the continuous possession of common interests with shareholders of the Company.
The change of the policy concerning the determination of remuneration for Directors, etc. was resolved
after consultation with a voluntary advisory body for the Board of Directors, the Remuneration Committee,
the majority of whose members are independent external directors, on condition that this proposal and
Proposition No. 4 are approved as they are at the General Meeting of Shareholders held on May 8, 2024.
This proposal is reasonable in the Company’s judgement because the purpose of the revision is inadherence with the purpose of the System as well as the policy concerning the determination of
remuneration, etc. of Directors, etc. Furthermore, the partial revision and continuation of the System havebeen deliberated by the Remuneration Committee, which is a voluntary advisory board to the Board of
Directors of the Company. Furthermore, if Proposition No. 2 “Election of Nine (9) Directors” is approved
as proposed, the number of Directors falling under the System will be three (3). As aforementioned, theSystem covers Executive Officers of the Eligible Companies so that the remuneration under the System
includes remuneration to Executive Officers. This revision is proposed on the basis that the total
remuneration payable under the System is remuneration payable to Directors based on the understandingthat such Executive Officers might be promoted to Directors during the period in question when the System
is applicable.

2.

Amended details etc. of the System
With the renewal of the System, the Company proposes to amend a portion of the details of the System.
Details of the amendments are as follows.
(1) Summary of the System
The System is a stock remuneration system under which stock is acquired through a trust
established based on resourced funds contributed by the Company from the amount for Eligible
Directors’ remuneration, etc. and the Company’s Stock, etc. is delivered or provided to Directors,
etc. (The details are stated in (2) below.)i. To whom the Company’s Stock, etc. isdelivered.

・The Company’s Directors (other than non-executive Directors andnon-residents)
・The Subsidiary’s Directors (other than non-executive Directors andnon-residents)

ii. Impact on the Company’s stock deliverable under the System on the total number of issued outstanding shares
Upper limit of amount contributed by
the Company(as stated in (2) below)
Method by which the Company’s
stock is acquired (as stated in (2)below) and upper limit of number of
the Company’s Stock, etc. delivered
to Eligible Directors, etc. (as stated in(3) below).

・1,810 million yen during three (3) business years (of which, 1,630
million yen for the Company).
・Upper limit of the Company’s Stock, etc. deliverable to Eligible
Directors, etc. during one (1) business year being 230,000 shares (ofwhich, 200,000 shares for the Company) and during three (3)business years being 690,000 shares.
・Ratio of upper limit of the Company’s Stock, etc. deliverable to
Eligible Directors, etc. during one (1) business year to the total
number of issued outstanding shares as of March 31, 2024, would
be approximately 0.1% (after deducting treasury shares).

- 27 -

・Shares are scheduled to be purchased in the market so that nodilution will take place.
iii. Details of condition to accomplish
results of operation (as stated in (3)below)

・The performance-linked part fluctuates within a range of 0% to200% according to the TSR’s growth rate against TSR
corresponding to the assessment period (three (3) years from theprovision of points during the applicable term; the same shall apply
hereinafter).
・The provision ratio that includes the fixed part fluctuates between
50% and 150%.

iv. Time of delivery of the Company’s
Stock, etc. to Eligible Directors, etc.
(as stated in (4) below).

・As a general rule, after three (3) fiscal years have passed.

(2) Upper limit of amount contributed by the Company
The System is applicable during the consecutive three (3) business years (initially the three (3)business years commencing from the business year ending March 31, 2025, to the business year
ending March 31, 2027, and if the trust term is extended as stated below the System will beapplicable in the succeeding three business years (hereinafter referred to as the “Applicable Term”).
The Company will contribute an amount not more than 1,810 million yen (of which, 1,630 million
yen for the Company) in each Applicable Term for Eligible Directors’ remuneration and establish atrust for a trust term of three (3) years designating Eligible Directors, etc. as the beneficiary(hereinafter referred to as the “Trust”).
The Trust will acquire shares of the Company in the market according to instructions of the
manager of the Trust based on its funds.
The Company will grant Directors, etc. points (stipulated in (3) below) and deliver the Company’s
Stock, etc. corresponding to the points to Directors, etc. from the Trust.
Furthermore, the Trust might be continued upon amendment of the trust agreement or additional
trust at the maturity of the term of the Trust. In such case, the trust term will be extended three (3)years. The three (3) business years upon the extension of the trust term will become the newly
Applicable Term. The Company will contribute additional funds amounting to not more than 1,810
million yen (of which, 1,630 million yen for the Company) for the extended trust term and continue
to grant Eligible Directors, etc. points and the Trust will deliver the Company’s Stock, etc. to
Directors, etc.
This is provided, however, that if shares of the Company (other than undelivered shares equivalent
to outstanding points granted to Directors, etc. (hereinafter referred to as the “Remaining Shares”)
and cash (hereinafter referred to together with the Remaining Shares referred to as the “Remaining
Shares, etc.”) remain in the Trust at the time of the extension, the sum of the amount of theRemaining Shares, etc. and of the total amount of trust funds additionally contributed shall be no
more than 1,810 million yen (of which, 1,630 million yen for the Company). The extension of thetrust term will not be necessarily only once, but the Trust might be continued again in the samemanner thereafter.
In case no amendment to the trust agreement or no additional contribution is made, no points will
be granted to Eligible Directors, etc. thereafter.
(3) Method of determining the number of shares delivered to Eligible Directors, etc.
Under the System, the remuneration consists of performance-linked and fixed parts. For the
performance-linked part, the Company’s stock, etc. is delivered in accordance with the growth rateof the Company’s stock price throughout the assessment period, with the main purpose being tocreate an incentive to ensure the Company’s sustainable growth and improvement of the medium- tolong-term corporate value. For the fixed part, the delivery of a certain number of the Company’s
stock, etc. is conducted mainly focusing on the promotion of share-holding during the term of office
to have common interests with shareholders.
At the designated time of each business year in the trust term, 50% of the base points determinedfor each position in the business year are granted as the performance-linked part and the other 50%
is provided separately as the fixed part.
For people who satisfy the eligibility during the designated time after the Applicable Term (as ageneral rule, three (3) years after the provision of points), each base point of the performance-linked
part and fixed part is converted into stock delivery points, and the Delivery, etc. of the Company’s
Stock, etc. is conducted in accordance with the stock delivery points.
For the performance-linked part, it is converted into stock delivery points by multiplying by acoefficient that corresponds to the duration of the term of office during the Applicable Term andperformance-linked coefficient according to the growth rate of the Company’s stock (Growth rate of- 28 -

Total Shareholder Return against TOPIX) throughout the assessment period after the ApplicableTerm.
For the fixed part, it is converted into stock delivery points by multiplying by a coefficient that
corresponds to the duration of the term of office after the assessment period.
One (1) point is one (1) share. This is provided, however, if there is any event that reasonably
necessitates an adjustment of points such as a stock split or consolidation of stock of the Company,
then the number of shares of the Company per point shall be adjusted according to the split ratio or
consolidation ratio.
The total number of shares of the Company delivered to Directors, etc. in the trust term of theTrust shall be limited to 230,000 shares (of which, 200,000 for the Company) in one business year
and the aggregate number of shares delivered during the Applicable Term shall be limited to 690,000
shares (of which, 600,000 shares for the Company). The upper limit of the number of theCompany’s Stock, etc. delivered to Eligible Directors, etc. was set forth upon reference to the stock
price of the Company in the past taking into consideration the upper limit of the trust fund as statedin (2) above.
(4) When and how the Company’s Stock, etc. is delivered to Eligible Directors, etc.
As a general rule, directors, etc. who meet the beneficiary requirements will receive the Delivery,
etc. of the number of the Company’s Stock, etc. corresponding to the stock delivery points
calculated in accordance with the formula in (3) above after three (3) years since the provision of thebase points in each business year. In such case, Eligible Directors, etc. shall be granted theCompany’s stock equivalent to 50% of stock delivery points (disregarding any fraction less than aunit of shares) and cash converted from the other 50% of shares within the Trust.
Moreover, if Eligible Directors, etc. die or become a non-resident within three (3) years from thetime of the granting of base points, Eligible Directors, etc. (in case of death, inheritors of the
Eligible Directors, etc.) shall receive the delivery of cash within the Trust from the shares equivalent
to the stock delivery points calculated based on the base points until the time.
(5) Exercise of the Voting Rights of the shares kept within the Trust
For the purpose of securing neutrality toward the management, the voting rights associated withthe shares kept within the Trust will not be exercised.
(6) Handling of Trust Property at the time of termination of the TrustAt the time of termination of the Trust (if the trust term is extended in (2) above, the time oftermination of the extended trust term) if the Remaining Shares remain in the Trust based on theevaluation of the stock price index, the Company will receive free distribution of the Remaining
Shares from the Trust and the Company will cancel the shares upon resolution of the Board of
Directors as a way of returning to shareholders. Remaining dividends received on shares within the
Trust during the trust term will be applied to a share acquisition cost and in case of termination of
the Trust due to maturity of the trust term, a portion in excess of an allowance of trust expense isscheduled to be donated to an organization with which the Company or Directors, etc. do not have
any interest.
(7) Other details of the System(i) Provisions of clawback clause, etc.
Any Eligible Director, etc. who has engaged in misconduct, an illegal act, etc. (when the
Board of Directors admitted that Eligible Directors, etc. committed a significant breach of theirduties or internal rules, or carried out a serious accounting fraud or caused a large amount ofloss, etc.), shall no longer be eligible for receiving the Delivery, etc. of Stock, etc. If it is
discovered after the delivery of stock, etc. that a Director, etc. had engaged in misconduct, anillegal act, etc., the Company shall demand the payment of compensation for a monetaryamount calculated in accordance with the calculation method prescribed by the Stock Delivery
Regulations.
(ii) Other
Other details of the System shall be determined by the Board of Directors each time the trust
agreement is modified and each time additional money is contributed to the Trust.

- 29 -

<Reference> Revision of remuneration structure for Directors, etc.
The Company made a resolution at the Board of Directors held on May 8, 2024, to revise the remuneration
system for Directors, Executive Officers and Executive Fellows (excluding External Directors, part-time
Directors and those who do not reside in Japan) (hereinafter referred to as the “Revision of the Remuneration
System”) as follows.
Along with the Revision of the Remuneration System, the Company proposes Proposition No. 4, which is torevise remuneration for Directors and Audit & Supervisory Board Members and Proposition No. 5, which is torevise the upper limit of share acquisition cost for the performance-linked stock incentive plan and the upper
limit of the number of the Company’s stocks granted to Directors and Executive Officers (excluding nonexecutive Directors and non-residents) at the 16th Annual General Meeting of Shareholders (hereinafter referred
to as the “General Meeting of Shareholders”). The application starts with officers’ remuneration paid to
Directors, etc. in July 2024, subject to the approval of these proposals at the General Meeting of Shareholders.
The Revision of the Remuneration System was presented to and resolved by the Board of Directors after
receiving a report from the Remuneration Committee, which is a voluntary advisory body for the Board of
Directors and the majority of the committee members are Independent External Directors.
Overview of the policies for determination of remuneration, etc. for Directors
1.

Remuneration determination policies
In order to ensure objectivity and transparency of the remuneration determination process and further
strengthen the corporate governance framework, the Company has set up an arbitrary remunerationcommittee consisting mainly of Independent External Directors as an advisory body to the Board of
Directors.
Officers’ remuneration is determined by the resolution of the Board of Directors after consulting andreporting to the Remuneration Committee with the basic policy of strengthening incentives to improve
performance by implementing a remuneration system linked to the company performance indicators.

2.

Remuneration structure for officers
The Company’s remuneration system consists of base remuneration, performance-linked remunerationand performance-linked stock remuneration. Each remuneration’s type, calculation method and provision
method are as follows.
Type

Performance-linked
remuneration

Non-monetary remuneration

Variable compensation (performance-linked)

Performance-linked
stock remuneration

Calculation method, etc.
・It is determined based on the role and the scope of
responsibility for each position.
Monetary remuneration

Fixed
remuneration

Name
Base remuneration

Provision method
Monthly payment

It is provided once a year
・The Company-wide performance is calculated bybased on the evaluationconsidering the degree of achievement of financialof the previous fiscal
and non-financial indicators of the previous fiscal
year.
year.
・When the standard is set at 100%, the provision rate
fluctuates between 0% and 150%.
・Individual performance-linked remuneration is
calculated based on the standard remuneration limit
for each position and performance.
Provided every three (3)・The Company’s stock is granted based on actual
years
performance as performance-linked stock*The provision rate isremuneration.
・Relative TSR is set as an indicator, and it is calculated between 50% to 150%.
based on the performance-linked coefficient that isdetermined after three (3) fiscal years have passed
from the beginning of the application (50% is paid in
cash equivalent to the market value).
・Performance-linked coefficient fluctuates within arange of 0% to 200%.
・The Company’s stock is granted in accordance withthe calculation made for each position as
performance-linked stock remuneration.
・It is paid after three (3) fiscal years have passed fromthe beginning of the application (50% is paid in cash
equivalent to the market value).
・The provision rate is calculated as 50% of
performance-linked stock remuneration when it ispaid 100% for each position.

- 30 -

3.

Remuneration structure for External Directors and Audit & Supervisory Board Members
The remuneration for External Directors consists of only base remuneration without performance-linked
remuneration paid.
Also, remuneration for Audit & Supervisory Board Members is determined through discussions among
Audit & Supervisory Board Members. Only base remuneration is paid without linking to performance fromthe perspective of ensuring a high degree of independence.

Remuneration ratio for each position
Officer’s category and position

Base
remuneration

Performancelinked
remuneration

Performancelinked type
Stockremuneration

Director
President
50.0%
25.0%
25.0%
Executive Vice President, Senior Managing
55.0%
22.5%
22.5%
Executive Officer
Managing Executive Officer, Executive
60.0%
20.0%
20.0%
Officer
Director (excluding Executive Officer)
100.0%－－
External Director
100.0%－－
Audit & Supervisory Board Member
100.0%－－* Since Directors, External Directors and Audit & Supervisory Board Members are Non-executive Officers who are in aposition to manage and supervise the executing side, they are not paid performance-linked remuneration but are granted
only base remuneration.

4.

Other
When the performance-linked stock remuneration system was introduced, the Board of Directors resolved
to stipulate activities that are not complying with the stock delivery regulations and a clause that makes it
possible to request that a person who has violated the regulations returns the amount equivalent to thedelivered shares, etc. and a clause that makes it possible to confiscate the awarded points.

5.

Process to determine officers’ remuneration(1) Based on the medium-term management plan, evaluate the results including the status of achievementof the business plans drawn up at the beginning of the fiscal year at a performance evaluation meeting
to be held in late May, every year.
(2) At the performance evaluation meeting mentioned in (1) above, the President and Representative
Director evaluates officers.
(3) Consult on the evaluation result of (2) above and the amount of remuneration based on the evaluation
result at the Remuneration Committee to be held in mid-June each year.
(4) The Board of Directors shall resolve the amount of remuneration for officers, which has been
mentioned to and discussed with the Remuneration Committee mentioned in (3) above.
(5) Among the annual amount of officers’ remuneration, which has been resolved at the meeting of theBoard of Directors as described in (4) above, base remuneration is paid monthly while performancelinked remuneration is paid in one lump sum in July.
(6) As for the level of the amount of officers’ remuneration, we ask a third-party organization to conduct asurvey on officers’ remuneration to analyze trends of other companies from July each year.
(7) We report the result of the officers’ remuneration survey conducted by the third-party in (6) above to
the Remuneration Committee in November each year to inquire about a revision of the amount ofofficers’ remuneration.
Performance-linked stock remuneration is calculated based on the stock delivery regulations, and there is
no room for discretion of the Representative Director or the Remuneration Committee.

6.

Method of calculating remuneration
The calculation methods for the base remuneration, performance-linked remuneration and performancelinked stock remuneration shown in 2. are as follows:(1) Base remuneration
Paid based on the magnitude of the role and the scope of responsibility for each position.
(2) Performance-linked remuneration
For the calculation of performance-linked remuneration, a provision rate is calculated based oncompany-wide performance, the performance of the responsible organization and individual appraisal.
Then, a performance evaluation ratio for each position is added to the calculated provision rate. The
delivered rate is used for the calculating individual payments (0% to 150%). The specific calculation
method is as follows:- 31 -

Performance-linked remuneration assessment item(i)

Allocation ratio of performance evaluation for each position
The amount of individual performance-linked remuneration is calculated by determining an allocation
ratio of performance evaluation for each position as follows, and calculating an evaluation score forcompany-wide performance, the performance of the responsible organization and individual appraisal
separately.
Position

Company-wide
performance

Organizational
performance

Individual
performance

100%
60%

–
20%

–
20%

40%

40%

20%

Director
President
Executive Vice President, Senior
Managing Executive Officer
Managing Executive Officer,
Executive Officer(ii) Determination of company-wide performance evaluation score
1) Company-wide performance indicator and evaluation ratio
Company-wide performance evaluation is determined with the degree of achievement of the plan foreach indicator and each indicator’s ratio.
A company-wide performance score is calculated based on the company-wide performance score
formula in 2).
Type
Financial
indicator

Indicator
Ratio
Consolidated net sales
25%
Consolidated operating income
25%
EPS
25%
Non-financial
Stakeholders’ satisfaction
15%
indicator
ESG score5%
Governance
5%*The target value for the plan of each indicator is set higher than the announced value for the operation.

2)

Company-wide performance evaluation score formula
A company-wide performance evaluation score is determined using the formula below based on the
degree of achievement of the target value for each company-wide performance indicator and eachindicator’s ratio.
Company-wide performance evaluation score = Σ (Degree of achievement of each financial indicator× each ratio) + Σ (Degree of achievement of each non-financial indicator × each ratio)*The upper limit is 150% if it exceeds 150%.

(iii) Determination of organizational performance evaluation score
Organizational performance is calculated within a range of 0 to 100 points based on the degree ofachievement of financial and non-financial indicators for the officer’s responsible organization during
the target fiscal year for the performance evaluation. The calculated organizational performance
evaluation score is divided by the base score of 66.5 points so that it falls within a range of 0% to
150%, and the evaluation score is determined within a range of 0% to 150%.
Organizational performance evaluation score = Performance evaluation of responsibleorganization/base score*The upper limit is 150% if it exceeds 150%.
(iv) Determination of individual performance evaluation score
An individual performance evaluation score is delivered as a final five-grade evaluation based on the
two-axis evaluation assessing the progress of the strategies developed as targets by an eligible officer
for his/her responsible organization in the previous fiscal year (three-grade evaluation) and the degreeof leadership demonstrated (three-grade evaluation) by the officer.

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*Evaluation based on organizational strategy
and leadership*Five-grade evaluation
Evaluation
Evaluation

Leadership
Organizational
strategy

3

2

1

3

A

B

C

2

B

C

D

1

C

D

E

ratio

A

B

C

D

E

150

100

50

25

0

(v) Formula for individual performance-linked remuneration(i) Allocation ratio of performance evaluation for each position, (ii) Company-wide performance, (iii)
Organizational performance and (iv) Individual performance described above are separately evaluated.
The amount of remuneration is determined with the following formula.
PerformanceIndividual
linkedperformance= remuneration
linkedfor eachremuneration
position←Fluctuate within a range of 0 to

←Fluctuate within a range of 0 to

←Fluctuate within a range of 0 to

150%→

150%→

150%→

x(

Performance
Company-wide
evaluation ratio
performance
Company-wide
Organizationalx+x of responsible +ratio for eachperformance
performanceorganization for
positioneach position

Individual
evaluation

Individual
performancex evaluation ratio )for eachposition

3) Performance-linked stock remuneration
Performance-linked stock remuneration is a system that provides non-monetary remuneration (hereinafterreferred to as the “System”). The Company establishes an incentive plan that covers consecutive three (3)fiscal years (hereinafter referred to as the “Assessment Period”) as the consideration for executing duties
during the target job execution period. Under the System set in fiscal 2024, the Company grants officers
who are eligible for the System (hereinafter referred to as “Eligible Officers”) 50% each of the base points
defined for each position as a performance-linked part (PSU) and fixed part (RSU) during the Assessment
Period of the three (3) consecutive fiscal years from fiscal 2024 to fiscal 2026. As a general rule, in July,after the completion of the Assessment Period, for people who satisfy certain requirements, the number ofbase points is converted into stock delivery points based on the formula for performance-linked stock
remuneration for each person, and the Company’s common stock is provided in accordance with the total
number of the stock delivery points.
(1 point = 1 share)
About 50% of the Company stock is sold on the stock market to secure the funds to pay taxes and theproceeds of the sales is paid.
・ PSU (Performance Share Unit) is the Company’s common stock provided after three (3) fiscal years
have passed from the beginning of the application to Eligible Officers who belong to the Company asof April 1 of the initial fiscal year of the application based on the growth rate of the Company’s stock
price during the Assessment Period. (50% is paid in cash equivalent to the market price.)
・ RSU (Restricted Share Unit) system is introduced in fiscal 2024 and allows the Company to grantEligible Officers who belong to the Company as of April 1 of the initial fiscal year of the application afixed number of the Company’s common stock after three (3) fiscal years have passed from the
beginning of the application. (50% is paid in cash equivalent to the market price.)(i)

Performance evaluation period (model period from 2024 to 2026)

Establishedfiscal year
Fiscal 2024
Fiscal 2025
Fiscal 2026

Type

2024

PSU
RSU
PSU
RSU
PSU
RSU

☐
☐

Legend: ☐ Grant of base points
payment of cash

2025

2026

2027

2028

2029

■☆
■☆
☐
☐

■☆
■☆
☐
☐

■ Convert to stock delivery points■☆
■☆

☆ Delivery of company stock and(ii) Calculation of base amount for each position
Base amount used to grant points is set for each position as follows:- 33 -

Base amount for each position = Base remuneration for each position × Coefficient for each position
Coefficient for each position
Position

Coefficient for eachposition

Director
President
Executive Vice President, Senior
Managing Executive Officer
Managing Executive Officer, Executive
Officer

25.0%
22.5%
20.0%

(iii) Method of calculating point (1 point = 1 share)
1) PSU：
A. At the beginning of fiscal year
Number of base points (PSU) =Base amount for each position × 50% / The Company’s stock price at the time of acquisition (figures
below the decimal point are omitted)
B.

At the time of performance evaluation (at the time of granting stock)
Number of stock delivery points (PSU) =Number of base points (PSU) = Number of months of service / 12 months × Performance-linked
coefficient (figures below 1 point are omitted)

C.

Performance-linked coefficient
The performance-linked coefficient applied at the time of the performance evaluation (at the time of
granting stock) is determined based on relative TSR as follows:
Relative TSR (%)
200% or higher
50% or higher, less than 200%
Less than 50%

Performance-linked coefficient200%
Calculated relative TSR (%)
0%

2)
A.

RSU：
At the beginning of fiscal year
Number of base points (RSU) == Base amount for each position × 50% / The Company’s stock price at the time of acquisition(figures below the decimal point are omitted)

B.

At the time of share delivery
Number of stock delivery points (RSU)= Number of base points (RSU) = Number of months of service/12 months × Performance-linked
coefficient (figures below 1 point are omitted)

3)

Number of stock delivery points:
Number of stock delivery points= Number of stock delivery points (PSU) + Number of stock delivery points (RSU)(iv) Calculation method of relative TSR (%) (As an example for the explanation, the case of fiscal 2024 isshown.)
Relative TSR (%) = The Company’s RSR (%) / TOPIX growth rate (%)
The Company’s RSR (%) = (B + C) / A
A: Average closing price of the Company’s stock on the Tokyo Stock Exchange in May 2024
B: Average closing price of the Company’s stock on the Tokyo Stock Exchange in May 2027
C: Total amount of dividend per share of the Company’s stock from the beginning of fiscal 2024 to theend of fiscal 2026
TOPIX growth rate (%) = E / D
D: Average closing price of TOPIX on the Tokyo Stock Exchange in May 2024
E: Average closing price of TOPIX on the Tokyo Stock Exchange in May 2027

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