Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 7987
Start date of measures for electronic provision: June 6, 2024
Date issued: June 10, 2024
To shareholders with voting rights
Hideaki Yumoto
President
Nakabayashi Co., Ltd.
1-20 Kitahama-Higashi, Chuo-ku, Osaka

Notice of the 74th Annual General Meeting of Shareholders

Now, we will convene our 74th Annual General Meeting of Shareholders as follows.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Internet as “Notice of the 74th Annual General Meeting of Shareholders.” Please access one of
the following websites by using the Internet addresses shown below to review the information.
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7987/teiji/ (in Japanese)
The Company’s website:
https://www.nakabayashi.co.jp/ (in Japanese)
In addition to posting matters subject to measures for electronic provision on the websites above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from thefollowing website, access the TSE website (Listed Company Search) by using the Internet address shown below,
enter the issue name (company name) “Nakabayashi” or securities code “7987” (half-byte characters), and click“Search,” and then click “Basic information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or in writing.
Please review the reference documents for the general meeting of shareholders described below and exercise yourvoting rights by 5:30 p.m. (our closing time) on June 26, 2024 (Wednesday), according to the information
described below.

-1-1. Date and Time: June 27, 2024 (Thursday), 10:00 a.m. (Reception is scheduled to commence at 9:30 a.m.)
2. Place:

Our Osaka Head office 9th floor hall,
1-20 Kitahama-Higashi, Chuo-ku, Osaka

3. Meeting Agenda
Matters to be reported
1. Report on the Business Report, Consolidated Financial Statements, and the results of the audit of theConsolidated Financial Statements by the accounting auditor and the Audit and Supervisory Committee forthe 74th fiscal term (from April 1, 2023 to March 31, 2024)
2. Report on the Non-consolidated Financial Statements for the 74th fiscal term (from April 1, 2023 to March
31, 2024)
Proposals to be resolved
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
4. Information on the Exercise of Voting Rights(1) In the case of the exercise of voting rights by Electromagnetic Methods
1) Voting on the Internet
When exercising voting rights over the Internet, refer to “I. Voting on the Internet” on page 4, andthen exercise your voting rights by 5:30 p.m. (our closing time) on June 26, 2024 (Wednesday).
2) Electronic Voting Platform
With regard to the nominated shareholders (including standing proxies) of the trust management bank,etc., if an application has been made in advance for the use of the electronic voting platform operated
by ICJ, Inc., a joint venture company established by the Tokyo Stock Exchange, Inc. etc., suchplatform may be used as an electromagnetic voting method for the general meeting of shareholders in
addition to the exercise of voting rights via the Internet as described in 1) above.
(2) In the case of the exercise of voting rights in writing
Please indicate your approval or disapproval on the enclosed voting rights exercise form and return it to us
to arrive by 5:30 p.m. (our closing time) on June 26, 2024 (Wednesday).
(3) In the event that voting rights are exercised in duplicate by an electromagnetic method and in writing,voting rights exercised by the electromagnetic method shall be treated as valid. In addition, in the eventthat voting rights are exercised multiple times by electromagnetic methods (including cases where voting
rights are exercised on different devices such as PCs and smartphones), the last voting rights exercised
shall be treated as valid.
(4) If there is no indication of approval or disapproval for a proposal on the voting form when voting inwriting, it shall be treated as an indication of approval of the proposal.
5. Other Matters Concerning the Convocation of the General Meeting of Shareholders
In accordance with laws and regulations and the provisions of our Articles of Incorporation, the following
matters are not included in the paper-based documents delivered to shareholders who have made a request forthe delivery of such documents. Note that, for this general meeting of shareholders, paper-based documents
including matters for which measures for providing information in electronic format are to be taken will bedelivered to all shareholders regardless of whether they have made a request for the delivery of such documents.
The accounting auditor and the Audit and Supervisory Committee have audited the documents subject to audit,
including the following matters.

-2-

(1)

(2)
(3)

Matters related to business reports:“Summary of decisions made concerning the system to ensure the appropriateness of business operations,”“Operational status of system to ensure the appropriateness of business operations”
Matters related to Consolidated Financial Statements:“Consolidated Statements of Changes in Equity,” “Notes to Consolidated Financial Statements”
Matters related to Non-consolidated Financial Statements:“Non-consolidated Statement of Changes in Equity,” “Notes to Non-consolidated Financial Statements”◎

When attending the meeting on the day, please submit the enclosed voting rights exercise form to the venue reception desk. The
application will commence at 9:30 a.m.

◎

In the event of any amendment to matters subject to measures for electronic provision, a notification to that effect, and thematters pre- and post-amendment, will be posted on each of the above websites.

◎

At this general meeting, audio and documents will be used to facilitate the proceedings of the meeting. The facilities are also
made barrier-free to ensure smooth mobility for wheelchair users. Note that although persons other than shareholders who areentitled to exercise their voting rights are not permitted to enter the meeting, shareholders who require assistance may be
accompanied by a caregiver.

◎[Cool Biz implemented] On the day of the event, we will wear light clothing (Cool Biz). We ask our shareholders to attend themeeting in light clothing.

If you are attending the General Meeting of Shareholders
Date and Time:
Place:

June 27, 2024 (Thursday) 10:00 a.m.
Our Osaka Head office 9th floor hall
Please submit the enclosed voting rights exercise form to the venue reception desk.

If you are not attending the General Meeting of Shareholders
Exercise of voting rights via the Internet, etc.
Voting deadline
Submit by 5:30 p.m. on June 26, 2024 (Wednesday)
Please refer to the following for details, then enter your approval or disapproval of the
proposals.
Exercise of voting rights in writing
Voting deadline
Submit to arrive by 5:30 p.m. on June 26, 2024 (Wednesday)
Please indicate your approval or disapproval of the proposals on the enclosed voting rights
exercise form, then return it to us.

-3-Instructions for Voting by Electromagnetic Methods
I. Voting on the Internet
Please acknowledge the following matters in advance when exercising voting rights over the Internet.
1.

Website for Exercising Voting Rights
The exercise of voting rights via the Internet is possible only by using the following website designated byus.
The website for exercising voting rights:
https://www.web54.net (in Japanese)

2.

Methods of Exercising Voting Rights(1) For PC users
Please access the above address and use the “Voting Rights Exercise Code” and “Password” on theenclosed voting rights exercise form to enter your approval or disapproval according to the on-screen
instructions.
(2) For smartphone users
Scan the “Smartphone Voting Rights Exercise website Login QR Code*” on the enclosed voting
rights exercise form to exercise your voting rights through the Smartphone Voting Rights Exercise
website without needing to enter the “Voting Rights Exercise Code” and “Password.”
If the content of the exercise is changed after exercising your voting rights once, it is necessary toscan the QR code once again and enter the Voting Rights Exercise Code and Password on the voting
rights exercise form.
(*“QR code” is a registered trademark of Denso Wave Incorporated.)3.

Handling of Exercising of Voting Rights(1) The deadline for exercising voting rights is 5:30 p.m. on June 26, 2024 (Wednesday). Please exercise
your voting rights early.
(2) In the event that voting rights are exercised in duplicate over the Internet and in writing, voting rights
exercised over the Internet shall be treated as valid. In addition, in the event that voting rights are
exercised more than once over the Internet or in duplicate on a PC or smartphone, the last exercise of
voting rights shall be treated as valid.
(3) Fees (such as connection fees) for providers and telecommunications carriers when using the website
for exercising voting rights will be borne by shareholders.
(4) The website for exercising voting rights may not be available depending on the Internet usage
environment of your PC.

4.

Handling of Password and Voting Rights Exercise Code
(1) Passwords are important information used to confirm that voters are the shareholders themselves.
Please handle your password with care like you would a seal impression or personal identification
number.
(2) If you make a mistake more than a certain number of times, you will not be able to use the password.
If you wish to have your password reissued, follow the instructions on the screen.
(3) The Voting Rights Exercise Code on the voting rights exercise form is valid only for this general
meeting.

5.

Contact Information for Questions Regarding Operating Procedures for PCs, etc.
(1) If you have any questions on operating procedures for PCs, etc. regarding the exercise of voting rights
on this website, please contact the following.
Dial dedicated to Web Support for Sumitomo Mitsui Trust Bank, Limited[Telephone] 0120 (652) 031 (reception time: 9:00 a.m. to 9:00 p.m.)-4-

(2) For any other inquiries, please contact the following.
1) Shareholders who have an account with a securities company
For shareholders who have an account with a securities company, please contact your securities
company.
2) Shareholders who do not have an account with a securities company (shareholders with a special
account)
Stock Transfer Agency Business Planning Department, Sumitomo Mitsui Trust Bank, Limited[Telephone] 0120 (782) 031 (reception time: 9:00 a.m. to 5:00 p.m., excludes weekends andholidays)
II. Electronic Voting Platform
Institutional investors who have applied in advance to use the “Electronic Voting Platform” operated by ICJ, Inc.
are entitled to use the platform as an electromagnetic voting method for the general meeting of shareholders in
addition to the exercise of voting rights via the Internet as described in I. above.

-5-

Reference Documents for the General Meetings of Shareholders
Proposals and Reference Documents
Proposal No. 1

Appropriation of Surplus

Our basic policy on dividends is to maintain stable dividends in order to further improve profits, and to increaseinternal reserves while taking into account the strengthening of our management base and future businessdevelopment, thereby ensuring a balance between the two.
In addition, we have decided to maintain a consolidated dividend payout ratio of 30% to 40% in the 4th mediumterm management plan formulated on May 10, 2024.
With regard to the year-end dividends for the current period, taking into consideration the business performance forthe 74th period and the basic policy on dividends, we hereby propose the following.
As a result, the consolidated dividend payout ratio is 68.8%.
(1)Type of dividend property
Cash

(2)

Matters related to the allocation of the property for distribution to the shareholders, and the aggregate amountof the dividend
12 yen per share of our common stock
Total dividend:
329,238,996 yen(3)Effective date of the dividends of surplus
June 28, 2024

As an interim dividend of 10 yen has been paid, the annual dividend will be 22 yen per share of our common stock.

-6-

Proposal No. 2

1.

Amendment to the Articles of Incorporation

Purpose of amendments
In order to clarify the business activities of the Company in line with the current status of its business, theCompany proposes to add and delete a part of the business purpose stipulated in Article 2 [Purpose] of thecurrent Articles of Incorporation.

2.

Details of the amendments
The current Articles of Incorporation and the proposed amendments thereof are as follows.

Note that the amendments to the Articles of Incorporation shall become effective at the conclusion of this general
meeting.
(The underlined parts indicate the changes.)
Current Articles of Incorporation
Proposed amendments[Purpose][Purpose]
Article 2
Article 2(Same as current)
The purpose of the Company shall be to engage in thefollowing businesses.
1. Bookbinding, printing, and publishing,
1. Bookbinding and printing,
2. Manufacture, sale, and import/export of paper, wooden,
2. Manufacture, sale, and import/export of stationery, officesupplies, furniture, household goods, and lifestyle sundries,
cloth, metal, and synthetic resin stationery, office supplies,
furniture and household goods, including storage
equipment, and daily sundries,
3. Manufacture, sale, repair, and import/export of
3. Manufacture, sale, repair, and import/export ofbookbinding machinery, printing machinery, office
bookbinding machinery, printing machinery, officemachinery and equipment, computer peripherals,machinery and equipment, computer peripherals,
communications machinery and equipment, and related
communications machinery and equipment, and consumer
machinery and equipment,
electrical machinery and equipment,
4. through 7. (Articles omitted)
4. through 7. (Same as current)
8. Manufacture, sale, and import/export of automotive parts
8. Manufacture, sale, and import/export of child car seats andand automotive accessories,
automotive-related accessories,
9. Manufacture, sale, and import/export of construction
9. Manufacture, sale, and import/export of pet supplies,
materials and pet supplies,
10. Manufacture, sale, and import/export of baby products,
10. Manufacture, sale, and import/export of baby products,
entertainment products and toys,
entertainment products, toys, and plushies,
11. Manufacture, sale, and import/export of wiring devices and(Deleted)wiring accessories,
12. Sale and import/export of wires and cables,(Deleted)
13. Manufacture, sale, and import/export of consumer(Deleted)electrical machinery and equipment,
14. Manufacture, sale, and import/export of paper and textile(Deleted)sanitary materials,
15. through 21. (Articles omitted)
11. through 17. (Same as current)
22. Development, manufacture, sale, and import/export of
18. Development, manufacture, sale, and import/export of
medical supplies, and medical machinery and equipment,
medical supplies, sanitary materials, and medical
machinery and equipment,
23. Contracted services, including English/Japanese typing,
19. Library management, contracted library services, libraryinternational/domestic telex operations, English/Japanese
staff development and training, and related consulting
shorthand, keypunching, office machine operations,services,
telephone exchange, secretarial services, translation,interpretation, import/export procedures, lending/reception
services and sorting, organizing, and shelving services ofincoming books, periodicals, etc. in libraries, andconsultation services, etc.,-7-Current Articles of Incorporation
24. Planning, drafting, and provision of information on the
training of technicians and office processing related to theservices described in the preceding item,
25. and 26. (Articles omitted)
27. Heat utilization business, power generation and electricity
sales business of renewable energy,
28. Survey and design work, civil engineering construction,and maintenance business for heat utilization facilities andpower generation facilities of renewable energy,

29. (Articles omitted)
30. Production, processing, and sale of vegetables and fruits,
31. Operation and management of facilities, including
showrooms, educational, medical, sports, food andbeverage, accommodations, stores, etc.,(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)(Newly established)
32. (Articles omitted)

Proposed amendments(Deleted)

20. and 21. (Same as current)(Deleted)
22. Survey and design work, civil engineering construction,and maintenance business for heat utilization, power
generation and electricity sales business, and heatutilization facilities and power generation facilities ofrenewable energy,
23. (Same as current)
24. Production, processing, and sale of vegetables, fruits, andseedlings,
25. Operation and management of facilities, including
showrooms, educational, sports, food and beverage, stores,
etc., and planning and management of various events,
26. Secondhand goods dealer under the Secondhand Goods
Business Act,
27. Development, sale, and maintenance of computer software,and provision of services,
28. Establishment and operation of shopping malls on theInternet,
29. Personnel education and training services, and theimplementation of various certification and qualification
examinations,30. Manufacture, processing, sale, and import/export of foodproducts,
31. Restoration and preservation of paper materials, including
books,
32. Contracted planning and manufacturing of promotional
items, including novelty goods, flyers, etc.,
33. Contracted services of business process outsourcing,
34. Manufacture, sale, and import/export of security products,
disaster prevention products, and outdoor products,
35. (Same as current)
Items from 11 through 35 are renumbered upwards.

-8-

Proposal No. 3

Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

At the conclusion of this general meeting, the terms of office of six Directors (excluding those who are Audit andSupervisory Committee Members) will expire. Therefore, we would like to request the appointment of eight
Directors (excluding those who are Audit and Supervisory Committee Members).
This proposal aims to continue to increase the flexibility of the Board of Directors in the fiscal year under review inorder to respond to changing economic and social conditions, and to enhance the transparency and supervisory
functions of the Board of Directors accordingly. To this end, the Company will maintain a composition of at least
one-third outside Directors.
In addition, after consulting with the Nomination and Compensation Committee, the Audit and Supervisory
Committee has reviewed the proposal and is of the opinion that it is appropriate.
The candidates for Director (excluding those who are Audit and Supervisory Committee Members) are as follows.
Candidate
No.
1

2

3

4

5

Name
Hideaki Yumoto

Kazuyoshi Nakabayashi

Yoji Maeda

Katsuhiro Awaji

Shinichi Aoyama

Present position in our or any other company
Reappointment

Representative Director, President and Chief Executive Officer
General Manager of Business Division

Reappointment

Director and Senior Managing Executive Officer
Deputy General Manager of Business Division
President of NB Nakabayashi Co., Ltd.
President and Representative Director of Teranishi Chemical Industry
Co., Ltd.

Reappointment

Director and Managing Executive Officer
General Manager of CC Company
In charge of New Business Development and Logistics Streamlining, incharge of Product Management Department
President and Representative Director of Fujikogei-print Co., Ltd.

Reappointment

Director and Executive Officer, General Manager of Related Sales
Department of CC Company, President of Tokyo Head Office
President and Representative Director of Fueru Sales Co., Ltd.
Representative Director of Sunlemon Co., Ltd.

Reappointment

Director and Executive Officer,
General Manager of BPS Company,
General Manager of Headquarters Plant, in charge of Purchasing
Department

6

Shunsuke Nagai

New appointment

Managing Executive Officer, General Manager of Administration
Division, in charge of General Affairs Department, in charge ofInformation System Room, in charge of Internal Control Promotion
Office, President of Osaka Head Office

7

Kimihiko Koizumi

Reappointment
Outside Director

Outside Director
Executive Advisor of AGS Corporation

8

Rika Nakayama

New appointment
Outside Director

Representative Director of Dcent Inc.

-9-

Candidate
No.

Name
(Date of birth)

Hideaki Yumoto(March 1, 1959)

1

Reappointment
Years served as Director:
12 years

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Dec. 1984
Joined the Company
Jan. 2001
Director of Sendai Business office
Apr. 2009
Deputy General Manager of Manufacturing andSales Company, General Manager of
Manufacturing and Sales Department
Apr. 2010
Executive Officer
Jun. 2012
Director and General Manager of Loas Sales
Department
Jun. 2013
General Manager of Related Sales Department
Apr. 2016
General Manager of Manufacturing and Sales
Company
Jun. 2016
Managing Executive Officer
Jan. 2017
President and Representative Director ofFranklin Planner Japan Co., Ltd.
Jun. 2017Managing Director of the Company
Jun. 2018
President and Representative Director
General Manager of Business Division (topresent)
Jun. 2020
Representative Director, President and Chief
Executive Officer (to present)
Jul. 2021
Representative Director of Sunlemon Co., Ltd.

Number of ourshares owned:

40,238 shares

Reason for appointment
Based on his track record as a planning and sales representative and in charge of various sales channels ranging fromregional to nationwide, his wealth of experience centered on products and sales channels, his track record in subsidiarymanagement, and his track record in promoting and supervising all aspects of internal and external operations as
Managing Director and Representative Director, we have determined that he remains qualified to serve as a Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Kazuyoshi Nakabayashi(February 16, 1975)

2

Reappointment
Years served as Director:
14 years

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1997
Joined the Company
Apr. 2008
General Manager of Manufacturing and Sales
Company and General Manager of Planning
Department
Apr. 2009
Executive Officer
Deputy General Manager of Business Division(to present)
Jun. 2010
Director
Jun. 2011
Managing Executive Officer
Jun. 2012Managing Director
Jun. 2016
Senior Managing Director
Dec. 2017
President of NB Nakabayashi Co., Ltd. (topresent)
Jan. 2019
Executive Vice President of Teranishi Chemical
Industry Co., Ltd.
Jun. 2019
President and Representative Director of
Teranishi Chemical Industry Co., Ltd. (topresent)
Jun. 2020
Director and Senior Managing Executive
Officer of the Company (to present)

Number of ourshares owned:

42,376 shares

Significant Concurrent Positions
President of NB Nakabayashi Co., Ltd.
President and Representative Director of Teranishi Chemical
Industry Co., Ltd.
Reason for appointment
As our Director and Senior Managing Executive Officer, he has been promoting the development of new businesses bytaking advantage of his work experience in product sales, product planning, public relations, and overseas subsidiarymanagement, and has been in charge of the management of the Group. Based on the fact that he has a high level ofknowledge based on his wide range of experience, we have determined that he remains qualified to serve as a Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Yoji Maeda(October 29, 1961)

3

Reappointment
Years served as Director:
10 years

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1980
Joined the Company
Apr. 2011
General Manager of Product Management
Department of Manufacturing and Sales
Company
Apr. 2012
Executive Officer
Jun. 2012
Deputy General Manager of Related
Companies Division
General Manager of Shimane Regional H.Q. of
Business Division
President and Representative Director of
Shimane Nakabayashi Co., Ltd.
Jun. 2014
Director of the Company
Jun. 2017Managing Executive Officer
Jun. 2018
Managing Director
Apr. 2020
President and Representative Director of
Fujikogei-print Co., Ltd. (to present)
Jun. 2020
Director and Managing Executive Officer of theCompany (to present)
Oct. 2022
General Manager of CC Company, in charge of
New Business Development and Logistics
Streamlining, in charge of Product Management
Department (to present)

Number of ourshares owned:

24,971 shares

Significant Concurrent Positions
President and Representative Director of Fujikogei-print Co.,Ltd.
Reason for appointment
He has been in charge of the distribution and manufacturing divisions, etc. and has a track record of innovation in the
distribution divisions and abundant experience mainly in the manufacturing divisions. He has improved theperformance of the manufacturing subsidiaries, and based on his track record in reforming the production system andimproving the efficiency of facility upgrades, as well as a track record in developing new businesses, we havedetermined that he remains qualified to serve as a Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Katsuhiro Awaji(July 16, 1963)

4

5

Reappointment
Years served as Director:
3 years

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1986
Joined the Company
Jun. 2013
President and Representative Director of Fueru
Sales Co., Ltd. (to present)
Apr. 2015
General Manager at the Company
Jun. 2017
Executive Officer
Jun. 2018
General Manager of Related Sales Departmentof Manufacturing and Sales Company (topresent)
Apr. 2019
President of Tokyo Head Office (to present)
Jun. 2019
Director and Executive Officer
Jun. 2020
Senior Executive Officer
Jun. 2022
Director and Executive Officer (to present)
Jun. 2023
Representative Director of Sunlemon Co., Ltd.
(to present)
Significant Concurrent Positions
President and Representative Director of Fueru Sales Co., Ltd.
Representative Director of Sunlemon Co., Ltd.

Number of ourshares owned:

20,617 shares

Reason for appointment
To date, he has achieved a track record in sales channels such as stationery wholesale and retail store sales of the
Manufacturing and Sales Company (currently CC Company), and has demonstrated his ability to grow sales in ecommerce sales and contribute to the acquisition of new sales channels. Based on the above, we have determined that
he remains qualified to serve as a Director.
Apr. 1986
Joined the Company
Apr. 2007
General Manager of Sakai Plant
Apr. 2013
General Manager
Shinichi Aoyama
Jun. 2013
Director of Hyogo Nakabayashi Co., Ltd.
(March 16, 1964)
Jun. 2018
Executive Officer, in charge of Purchasing
16,337 shares
Reappointment
Department of the Company (to present)
Years served as Director:
Oct. 2019
General Manager of Headquarters Plant (to2 yearspresent)
Mar. 2022
General Manager of BPS Company (to present)
Jun. 2022
Director and Executive Officer (to present)
Reason for appointment
He has been in charge of our manufacturing department and has extensive experience. He has reformed the production
system and improved the efficiency of facility upgrades, and in his concurrent positions as the General Manager of the
Headquarters Plant and the General Manager of BPS Company, he has demonstrated his ability to contribute to theimprovement of the Company’s performance through collaboration between manufacturing and sales. Based on theabove, we have determined that he remains qualified to serve as a Director.

- 13 -

Candidate
No.

Name
(Date of birth)Shunsuke Nagai(May 29, 1966)

6

New appointment
Years served as Director:
0 years

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1989
Joined the Company
Jun. 2009
Head of Information System Room
Dec. 2018
Vice President of Osaka Branch, Sakai Office
Chief, and Head of Information System Room
Jun. 2019
Executive Officer, Vice President of Osaka
Branch, Sakai Office Chief and in charge ofInformation System RoomJan. 2021
Executive Officer, President of Osaka Head
Office (Sakai Office Chief) and in charge ofInformation System Room
Jul. 2022
Senior Executive Officer, General Manager of
Administration Division, in charge of General
Affairs Department, in charge of Information
System Room, in charge of Internal Control
Promotion Office and President of Osaka Head
OfficeJun. 2023
Managing Executive Officer, General Manager
of Administration Division, in charge ofGeneral Affairs Department, in charge ofInformation System Room, in charge of Internal
Control Promotion Office and President of
Osaka Head Office (to present)

Number of ourshares owned:

14,227 shares

Reason for appointment
He has been in charge of our administration department, has extensive experience, and has demonstrated his ability as a
key person in important internal projects, such as the establishment of Tokyo Human Resources Department and theimplementation of various systems. He is thoroughly proficient not only in administration but also in sales from thestandpoint of the President of the Head Office, and we have determined that he is qualified to serve as a Director as awell-balanced individual in the unpredictable and uncertain times ahead.

- 14 -

Candidate
No.

Name
(Date of birth)

Kimihiko Koizumi(September 1, 1959)

7

Reappointment
Outside Director
Years served as Director:
1 yearBrief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1983
Joined The Kyowa Bank, Ltd. (currently
Resona Bank, Limited)Feb. 2001
General Manager of Okabe Branch of The
Asahi Bank, Ltd. (currently Saitama Resona
Bank, Limited)
Oct. 2002
General Manager of Misato Branch
Apr. 2004
Promotion Officer of West Saitama Area Head
Office of Saitama Resona Bank, Limited
Jul. 2006
General Manager of Soka BranchOct. 2009
General Manager of Corporate Division andGeneral Manager of Corporate Pension
Promotion Office
Apr. 2013
Executive Officer, General Manager of East
Saitama Area Sales Head Office
Apr. 2016
Managing Executive Officer, Deputy General
Manager of Business Development Division of
AGS Corporation
Jun. 2016
President and Representative Director of AGS
System Advisory Corporation
Jun. 2016
Managing Executive Officer, Deputy General
Manager of Business Development Divisionand in charge of Sales Division of AGS
Corporation
Apr. 2019
Managing Executive Officer, General Manager
of Corporate Business Division
Apr. 2019
Director (part-time) of AGS Business Computer
Corporation
Jul. 2019
Managing Executive Officer, General Manager
of Corporate Business Division and General
Manager of Healthcare Solutions Division of
AGS Corporation
Oct. 2019
Managing Executive Officer, General Manager
of Corporate Business DivisionJun. 2023
Outside Director of the Company (to present)
Jun. 2023
Executive Advisor of AGS Corporation (topresent)
Significant Concurrent Positions
Executive Advisor of AGS Corporation

Number of ourshares owned:

0 shares

Reason for appointment
Based on his abundant and wide-ranging experience ranging from sales to management at financial institutions and IT
companies, he has provided useful opinions and suggestions with respect to our management from an external point ofview as an outside Director, thereby contributing to the strengthening of the functions of our Board of Directors. In
order to further strengthen the functions of our Board of Directors, we have determined that he remains qualified toserve as a Director.

- 15 -

Candidate
No.

Name
(Date of birth)

Rika Nakayama(August 27, 1970)
New appointment
Outside Director
Years served as Director:
0 years8

Brief biographical outline, position, responsibilities, and otherimportant concurrent posts
Apr. 1993
Joined OCCS PLANNING Corporation(currently Cloudpoint Inc.)
Aug. 1999
Joined HABA Laboratories Inc.
Jan. 2002
Joined CyberAgent, Inc.
Aug. 2007
Seconded to VOYAGE GROUP Inc. (currently
CARTA HOLDINGS INC.)
Jan. 2008
Transferred to VOYAGE GROUP Inc.
General Manager of Human Resources
DivisionJan. 2009
General Manager of EC Navigation Business
DivisionJan. 2014
Joined Rakuten, Inc. (currently Rakuten Group,
Inc.)
General Manager of Marketing Solution Office,Group Marketing Department
May 2015
Joined FiNC Technologies Inc.
General Manager of Marketing Division
Oct. 2017
Executive Officer, CWO/CHRO, and General
Manager of Human Resources Strategy
DivisionJan. 2020
Joined LiB, Inc.
General Manager of LiB’s Partner Business
Department
Apr. 2020
General Manager of High-Class Agent
Department
Oct. 2020
Executive Officer
Jun. 2022
Established Dcent Inc.
Representative Director (to present)
Aug. 2022
Outside Director of TENDA Co., Ltd.
Significant Concurrent Positions
Representative Director of Dcent Inc.

Number of ourshares owned:

0 shares

Reason for appointment
She not only has a wide range of experience and knowledge in marketing, human resource strategy and other areas fromher practical work in startup companies and IT companies, but also has experience as an outside Director in a listedcompany. As she also has a management perspective, we expect her to provide useful opinions and guidance withrespect to our management from an external point of view. We also expect her to advise us on advancing women’s
empowerment and developing human capital. In order to further strengthen the functions of our Board of Directors, wehave determined that she is qualified to serve as a Director.
(Notes) 1.
2.
3.
4.

5.
6.

7.

8.

There is no special interest between each candidate and us.
Mr. Kimihiko Koizumi is an outside Director.
Ms. Rika Nakayama is a candidate for outside Director.
If Ms. Rika Nakayama is appointed as an outside Director, we will enter into an agreement with her to limit her liability
for damages pursuant to Article 423, Paragraph 1 of the Companies Act in accordance with Article 427, Paragraph 1 ofthe same Act. To summarize the content of the agreement, in the event that an outside Director causes damage to theCompany due to negligence in her duties, when she performs her duties in good faith and without gross negligence, sheshall be liable for the damage up to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act.
The term of office of Mr. Kimihiko Koizumi as an outside Director will have been one year as of the conclusion of thisAnnual General Meeting of Shareholders.
We have entered into an agreement with Mr. Kimihiko Koizumi to limit his liability for damages in accordance with
Article 427, Paragraph 1 of the Companies Act and Article 32, Paragraph 2 of our Articles of Incorporation, and the limitof his liability under such agreement is the minimum amount specified by laws and regulations.
We have concluded an officer’s liability insurance contract as set forth in Article 430-3, Paragraph 1 of the Companies
Act with an insurance company and will cover the legal damages and litigation expenses incurred by the insured under
the relevant insurance contract. If the appointment of each candidate is approved, he/she will be included as an insuredof the relevant insurance contract. In addition, the contract is scheduled to be updated at the time of the next update.
Mr. Kimihiko Koizumi meets the requirements for independent Directors as stipulated by the Tokyo Stock Exchange,
and we have submitted a notification for his appointment as an independent Director.

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9. Ms. Rika Nakayama meets the requirements for independent Directors as stipulated by the Tokyo Stock Exchange, andwe will submit a notification for her appointment as an independent Director.
10. The number of our shares owned by each candidate includes the shares held by the Directors Shareholding Associationand Employees Shareholding Association (numbers are rounded down to the nearest whole share).

- 17 -

Reference [Skills Matrix]
Position

Name

Overallmanagement

Sale byorder

Product
sales

Sales
strategy

Technologicaldevelopment

Representative
Director, President
Hideakiand Chief Executive Yumoto
Officer

◎

◎

○

○

Director and Senior
Kazuyoshi
Managing Executive
Nakabayashi
Officer

○

○

◎

○

Director andManaging Executive Yoji Maeda
Officer

○

○

○

○

Director andExecutive Officer

Katsuhiro Awaji

○

○

○

Director andExecutive Officer

ShinichiAoyama○Candidate for
Director

Shunsuke
Nagai

Outside Director

Kimihiko
KoizumiCandidate for outside
Rika Nakayama
Director

○

○

◎

◎

○

◎

◎

◎

Financial
Crisis &accounting Legal affairs○○

Director and Fulltime
Audit and
Fumio
Supervisory
Kuribayashi
Committee Member

○

◎

◎

○

○

○

Outside Director and
Audit and
Naoko
Supervisory
Nakatsukasa
Committee Member○

Outside Director and
Audit andMasahiroSupervisory
Hachimonji
Committee Member

○

Note

○

Diversity

○

○

◎

◎

Includingplanning andlogistics

Management
experience- 18 -

Includingmanufacturing
Including(plant)gender andtechnology
international
development
perspectives
and IT
technology

Crisismanagement
and legal
affairs