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

Securities Code: 4819
June 3, 2020
To Our Shareholders:
Kaoru Hayashi, Representative Director

Digital Garage, Inc.
3-5-7 Ebisu Minami, Shibuya-ku, Tokyo

Notice of the 25th Ordinary Shareholders’ General Meeting
We are pleased to announce the 25th Ordinary Shareholders’ General Meeting of Digital Garage, Inc. (the“Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights by either ofthe following methods. Please review the attached Reference Documents for the Shareholders’ General
Meeting and exercise your voting rights.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval for each proposal on the enclosed voting card, and post it soas to arrive no later than 6:30 p.m. on Monday, June 22, 2020 (JST).
[Exercising your voting rights on the Internet]
Please access to the Website for Exercising Voting Rights designated by the Company(https://www.web54.net) and enter your approval or disapproval for each proposal to exercise your voting
rights by no later than 6:30 p.m. on Monday, June 22, 2020 (JST).

1The Company’s measures at the 25th Ordinary Shareholders’ General Meeting to prevent the spreadof novel coronavirus disease (COVID-19) are as outlined below. We ask for the cooperation andunderstanding of all shareholders.
<The Company’s responses>The officials and staff at the meeting will have their temperatures checked and be wearing face masks.
Face masks and alcohol-based sanitiser will be available near the venue reception.
To prevent infection within the venue, the spaces between seats will be increased and the number ofseats will be less than usual.
All shareholders attending the meeting will upon entry have their temperatures checked by themeeting staff.

<Requests for Shareholders>






Please exercise your voting right prior to the meeting in writing (and return the voting card by post)
or via the internet.
We recommend that you refrain from attending regardless of health conditions, giving top priority
to the health and safety of shareholders.
In particular, we strongly recommend that you refrain from attending if you are elderly, have an
underlying disease or are pregnant.
Please be aware that meeting staff may ask shareholders attending who look unwell to refrain fromentering the meeting.
Please note in advance that by conducting proceedings in a smooth, brief manner, the meeting is
expected to run for a shorter time than usual.

If there are any significant changes in the arrangements or the venue for the General Meeting of Shareholders,
depending on the future situation, we will publish the information as it becomes available on the Company’s
website (https://www.garage.co.jp/ja/ir/).

2

1. Date and Time:

Tuesday, June 23, 2020, at 10:00 a.m. (Reception starts at 9:30 a.m.)

2. Venue:

Dragon Gate (DG’s conference hall) 18F Shibuya PARCO DG Building
15-1 Udagawa-cho, Shibuya-ku, Tokyo
Please note that the meeting will be held at a different venue this year.

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 25th
fiscal year (from April 1, 2019 to March 31, 2020), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee
2. The Non-consolidated Financial Statements for the 25th fiscal year (from April
1, 2019 to March 31, 2020)
Matters to be resolved
Proposal No. 1: Dividends of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Nine (9) Directors who are not Audit and Supervisory Committee
Members
Proposal No. 4: Election of Five (5) Directors who are Audit and Supervisory Committee
Members

When you attend the meeting, you are kindly requested to present the enclosed voting card at the reception.
If any changes are made to items in the reference documents for the shareholders’ general meeting and the business report, or
to consolidated financial statements and non-consolidated financial statements, such changes will be posted on the Company’s
website.
The Company’s website: https://www.garage.co.jp/ja/ir/

3

Reference Documents for the Shareholders’ General Meeting
Proposals and Reference Information
Proposal No. 1

Dividends of Surplus

The Company views shareholder returns as one of its principal management concerns. Decisions about
dividends are based on considerations of factors such as financial condition, business performance outlook
and future funding needs.
The Company plans to effectively use internal reserves to further reinforce its financial position and to
expand its business in the future through investment, business alliances and other means.
The Company, taking into account factors such as operating results for the fiscal year under review andfuture business development, proposes to pay dividends of surplus (year-end dividends) for the 25th fiscal
year as follows:
Year-end dividends
Type of dividend property:

CashAllotment of dividend property
and aggregate amount thereof:¥38 per common share of the Company¥1,748,626,392 in total

Effective date of dividends of surplus:

Wednesday, June 24, 2020

4

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
To provide for the expansion of the description of the Group’s businesses and future businessdevelopment, with regard to Article 2 (Purpose) of the Current Articles of Incorporation, it is proposed
to organize and integrate text, and review expressions, in addition to adding business purposes.
2. Details of the amendments
Details of amendments are as follows:(Underlined portions are amended)
Current Articles of Incorporation

Proposed Amendments

Article 2 (Purposes)
The purpose of the Company is to engage in the following
businesses as well as to control and manage businessactivities of companies (including foreign companies;
hereinafter the same shall apply in this article) which
conduct the following or similar types of business, throughacquisition of and holding their entire or partial shares.

Article 2 (Purposes)
The purpose of the Company is to engage in the following
businesses as well as to control and manage businessactivities of companies (including foreign companies;
hereinafter the same shall apply in this article) which
conduct the following or similar types of business, throughacquisition of and holding their entire or partial shares.

1. Business of creation and distribution of software to besupplied to telecommunication media.

<Deleted>

2. Business of planning, development, manufacture, sale,
1. Business of development, manufacture, sale, export andexport and import, installation, maintenance, repair,import, maintenance management, commissioned
operation, dispatch of personnel, commissioned
calculation, rental and intermediation of computers andcalculation, rental and intermediation of computers,
peripheral equipment, and communications equipment,
peripheral equipment and telecommunication devices, etc.,
etc., and planning and contracted setup of informationand planning and contracted setup of informationcommunication networks.
communication networks.
3. Business of information delivery based on the
2. Telecommunication business.
telecommunication business under the
Telecommunications Business Act.
4.
<Omitted>
3.
<Unchanged>
5. Business of planning, production, purchase and sale,
4. Business of planning, production, sale and purchase,agency, intermediation and operation of information media
agency, intermediation, operation and consulting services
for advertising, and planning, production, sale andrelated to advertising and various sales promotion.
distribution of the Internet-, broadcast-, or computerrelated videos, music, speech information, textual
information, software and various music and video
programs.
6. Mail-order business.
5. Mail-order business.
7. - 8.

<Omitted>

6. - 7.

9. Business of personnel training and related consulting
services.
10.
<Omitted><Unchanged>

8. Human resource consulting businesses.
9.

<Unchanged>

11. Business of planning, production and advertising agency
services related to advertising, promotion, and various
sales promotional activities, and consulting services
utilizing newspapers, magazines broadcasting, theInternet, sales promotion, movies, indoor and outdoor
locations, means of transportation, direct mails, etc.
12.
<Omitted>
10.

<Deleted>

13. Business of planning and production of graphic design.
(such as poster, catalogues, brochures and direct mails)
14. - 15.
<Omitted>
11. - 12.

<Deleted>

5<Unchanged><Unchanged>

Current Articles of Incorporation
Proposed Amendments
16. Business of planning, plan designing, production and 13. Business of planning and running of theatrical plays,
running of theatrical plays, musicals, concerts,
musicals, concerts, and other various events.
exhibitions, and other various events.
17. Business of planning, design, construction, setup and 14. Business of planning, management and operation of
display of shops, offices, showrooms, space creation,
shops, rental conference rooms, studios, showrooms,
event sites, and others.
event sites, and others.
18. Business of planning, management and operation of rental
conference rooms and studios, etc.
19.
<Omitted>
15.

<Deleted><Unchanged>

20. Business of design, production, sale, and export and 16. Business of production, sale, and export and import ofimport of character goods (items with images of people,
character goods, toys, ornaments and everyday sundries.
animals, etc. having unique names and characteristics onthem), toys, ornaments and everyday sundries.
21. Business of sales promotion planning, design, production, 17. Business of sales promotion planning, design, production,
sale, export and import of goods related to display
manufacture, sale, export and import of goods and related
to display materials, mobile equipment, control
materials, mobile equipment, control equipment,
equipment, garments, foodstuffs, alcoholic beverages,
clothing, convenience goods, garment textiles, foodstuffs,
beverages, alcoholic beverages, stationery, sports goods,
sports goods, cosmetics, precious metals, precious stones,
toys, cosmetics, precious metals, precious stones,
artworks, etc.
artworks, etc.
22. Restaurant business, and business of management of cafes, 18. Restaurant business.
etc.
23.
<Omitted>
19.
<Unchanged>
24. Business of management, administration and operation of 20. Business of management, administration and operation of
hotels, inns and other accommodation facilities.
accommodation facilities.
25.
<Omitted>
21.
<Unchanged>
26. Business of planning, production, editing and sale of audio 22. Business of planning, production, editing, sale andand video works including TV programs, radio programs,
distribution of audio and video works including videos,videos, records, commercials and movies, and planning
records, commercials and movies.
and production of stage performance.
27.- 31.
<Omitted>23.- 27.
<Unchanged>
32. Business of collection and sale of information via
communication system.
33.

<Omitted><Deleted>
28.

34. Business of acquisition, planning, production,
preservation, permission for use, sale, lease, consulting
services, and management and operation of industrial
property rights, intellectual property rights such as
copyrights, portrait rights, merchandising rights, knowhow, system engineering and other software, andintermediation services thereof.
35. - 37.
<Omitted><Unchanged>

29. Business of acquisition, planning, production,
preservation, permission for use, sale, lease, consulting
services, and management and operation of intellectual
property rights, portrait rights, merchandising rights,
know-how, system engineering and other software, andintermediation services thereof.
30. - 32.

<Unchanged>

38. Business of administrative agency services related to 33. Business of administrative agency services related tocommercial transactions and payment processing using
payment processing using networks of the Internet, etc.,
networks of the Internet, etc.
and business related to countermeasures against unlawfulacts.
39. Design, development, management, operation and 34. Design, development, management, operation andmaintenance of product sale and purchase systems using
maintenance of product sale and purchase systems at
shopping malls and other locations using networks suchnetworks of the Internet, etc., and related commissioned
as the Internet, and related commissioned business, inbusiness.
addition to management and operation of related
logistics centers, and collection and processing services
for logistics information.

640. - 41.

Current Articles of Incorporation<Omitted>

35. - 36.

42. Research and development business for logistics system.
43. - 47.

Proposed Amendments<Unchanged><Deleted><Omitted>

37. - 41.

48. Business of acquisition, trading, investment, retention
and management of financial products, real estate
securitization products, currency and virtual currencies,etc.
49. - 53.
<Omitted><Unchanged>

42. Business of acquisition, trading, investment, retention
and management of financial products, real estate
securitization products, currency and crypto assets, etc.
43. - 47.

<Unchanged>

54. Business of intermediation, brokerage, or agency for 48. Business of intermediation, brokerage, or agency forvirtual currencies transactions.
crypto assets transactions or over-the-counter derivativetransactions related to crypto assets.
55. Business related to provision of virtual currencies 49. Business related to provision of services andexchange and transaction services and other services
development and provision of systems associated withenabled by using it.
crypto assets.
56. Business related to the development and provision of<Deleted>systems for virtual currencies exchange and transaction
services and intermediation, brokerage, or agency for it.
57. Business related to the development and provision of 50. Business related to the development and provision ofvirtual currencies and financial instruments using
crypto assets and financial instruments using blockchain
blockchain and infrastructure associated with them.
and infrastructure associated with them, and business ofdevelopment and maintenance of systems for online
financial services using crypto assets and blockchain.

58. Business of development and maintenance of systems foronline financial services using virtual currencies andblockchain.

<Deleted>

59. Business of over-the-counter transactions of derivatives<Deleted>for virtual currencies, or intermediation, brokerage, or
agency for it.
60. The business of purchase and sale of virtual currencies or 51. The business of purchase and sale of crypto assets orintermediation, brokerage, or agency for it, using anintermediation, brokerage, or agency for it, using anelectronic data processing system, conducted through aelectronic data processing system, conducted through afixed price formation methods or other similar methods,
fixed price formation methods or other similar methods,
with a large number of persons participatingwith a large number of persons participating
simultaneously as parties on one side of the transaction
simultaneously as parties on one side of the transactionor as parties on both sides of the transaction.
or as parties on both sides of the transaction.
61. Agency and intermediation services for business alliances 52. Agency and intermediary services for business alliances,
related to companies’ technologies, sale, manufacture,
capital alliances, and organizational restructuring
planning, etc., and agency and intermediation services
activities, etc.
related to business transfer, sale and purchase of assets,
capital participation and merger.
62. - 70.
<Omitted>
53. - 61.
<Unchanged>
71. Business of sale of telephone subscription rights, lease and 62. Business of sale, lease and rental of movable assets,
rental of movable assets, automobiles, and telephone
automobiles and telephone subscription rights, andsubscription rights, and intermediation services thereof.
intermediation services thereof.

7

72. - 73.

Current Articles of Incorporation<Omitted>

63. - 64.

74. Personnel assessment, in-company educational training,and personnel consulting services.
75. Management and operation of logistics centers related to
product sale and purchase systems using networks of theInternet, etc., and collection and processing services forlogistics information.
76. Business of setup of shopping malls on the Internet, andcommissioning thereof.
77. - 78.
<Omitted>
65. - 66.

Proposed Amendments<Unchanged><Deleted><Deleted><Deleted><Unchanged>

79. Website operation management business using networks<Deleted>of the Internet, etc.
80. Business of call center operation.
67. Call center operation business.
<Newly established>

81.

68. Investigation, planning, research, manufacture, sale anddevelopment and provision of related systems in the
medical and healthcare sectors, and any other businesses
that utilize IT in the medical healthcare business.
69.
<Unchanged><Omitted>8

Proposal No. 3

Election of Nine (9) Directors who are not Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all eight (8) Directors who are not Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect nine (9) Directors who are not Audit and Supervisory Committee Members, increasing the number of
Directors who are not Audit and Supervisory Committee Members by one (1) to enhance the management
system.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to execute the business of the Company accurately, fairly andefficiently as candidates for Directors (excluding Audit and Supervisory Committee Members and Outside
Directors). In addition, it is the policy of the Company to select suitable people who have outstanding
personalities and insight, and are able to provide advice regarding overall management based on their own
knowledge, as well as appropriately represent the views of minority shareholders and other stakeholders at
the Board of Directors from an independent standpoint as Outside Directors who are not Audit andSupervisory Members. Based on these policies, the President Executive Officer proposed candidates andreports were received from the Nomination and Remuneration Advisory Committee, over half of whose
members were independent Outside Directors, regarding whether the candidate was appropriate. After this,the candidates were approved by the Board of Directors.
The candidates for Directors who are not Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Kaoru Hayashi

Reelection

Representative Director, President Executive Officer andGroup CEO2

Makoto Soda

Reelection

Director, Senior Managing Executive Officer

3

Keizo Odori

Reelection

Director, Senior Managing Executive Officer

4Masashi Tanaka

Reelection

Director, Senior Executive Officer

5Masahito Okuma

Reelection

Director, Senior Executive Officer

6

Joichi Ito

Reelection

Director

7

Kenji Fujiwara

Reelection
OutsideIndependent

Outside Director

8

Emi Omura

Reelection
OutsideIndependent

Outside Director

9

Hiroshi Shino

New election

Senior Corporate Officer

9CandidateNo.

1
Reelection

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1983

Representative Director, From Garage, Inc.

Aug. 1995

Founded the Company
Representative Director, the Company

Dec. 1996

Representative Director, K Garage, Inc. (now Representative
Partner, K Garage, G.K.) (current position)

June 2003

Chairman and Director, Kakaku.com, Inc. (current position)

Nov. 2004

Representative Director, President and Group CEO, theCompany

Oct. 2013

Director and Chairman, VeriTrans Inc. (current position)

Kaoru Hayashi(December 26, 1959)

Oct. 2013

Director and Chairman, ECONTEXT, INC. (current position)

Oct. 2015

Director President & Chairman, econtext Asia Limited (current
position)

Number of the Company’s
Shares Owned:
6,819,200 shares

July 2016

Director Chairman & CEO, Digital Garage US, Inc. (current
position)

July 2016

Director, DG Daiwa Ventures, Inc. (current position)

Sept. 2016

Representative Director, Chairman and CEO, BI. Garage, Inc.
(current position)

Sept. 2016

Representative Director, President Executive Officer andGroup CEO, the Company (current position)

May 2017

Representative Director, Chairman and President, DG
Incubation Inc. (now DG Ventures, Inc.) (current position)

Aug. 2018

Chairman CEO, DG Communications Co., Ltd. (current
position)

Sept. 2018

Director, Crypto Garage, Inc. (current position)

Reason for the nomination as candidate for Director
Having paid particular attention to the potential of the Internet service in Japan from its predawn era, Kaoru
Hayashi, as founding business manager of the Company, has created new Internet businesses since founding
the Company in 1995. In addition, he has driven the Group business management and contributed to
expansion of the business, leveraging his wealth of insights about overall Internet business. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

10Candidate
No.

Name (Date of birth)

Makoto Soda
(June 30, 1963)
Number of the Company’s
Shares Owned:
16,900 shares
2
Reelection

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
June 1994

Joined Dresdner Kleinwort Benson Securities, Ltd.

June 1997

Joined Daiwa Institute of Research Ltd.

Apr. 2000

Joined Monex Securities Inc.

Mar. 2007

Joined the Company
Executive Officer, in charge of the Corporate Strategy Division

June 2009

Director, DG Incubation, Inc. (now DG Ventures, Inc.) (current
position)

Sept. 2009

Director, Head of Group CEO Office, the Company

Jan. 2012

Director, in charge of the Corporate Strategy Division, theCompany

Sept. 2016

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Media Incubation
Segment, the Company

June 2017

Director, econtext Asia Limited (current position)

Apr. 2019

Director, Senior Executive Officer, in charge of the Corporate
Strategy Division, and in charge of the Long-term Incubation
Segment, the Company

June 2019

Director, Senior Executive Officer, and in charge of the
Corporate Strategy Division, the Company

Apr. 2020

Director, Senior Managing Executive Officer, and in charge of
the Corporate Strategy Division, the Company (current
position)

Reason for the nomination as candidate for Director
Since joining the Company, Makoto Soda has been engaged in primarily corporate planning, finance, andinvestor relations, in his capacities as Director in charge of the Corporate Strategy Division and directors of
the Group companies. In addition, he has contributed to strengthening of the financial base and expansion of
the Group through M&As by reflecting his wealth of experience and expertise in overall business
management and financial matters. The Company therefore expects him to continue appropriately overseeing
business operation of the Company and driving its medium- to long-term growth strategy, and nominated him
as a candidate for Director.

11

Candidate
No.

Name (Date of birth)

Keizo Odori(May 10, 1970)
Number of the Company’s
Shares Owned:
8,800 shares
3

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 2000

Joined Faith, Inc.

June 2005

Director, Faith, Inc.

Sept. 2010

Director, the Company

Apr. 2012

Director, VeriTrans Inc. (current position)

Sept. 2012

Director and in charge of the Payment Segment (now the
Financial Technology Segment), the Company

Sept. 2012

Director, econtext Asia Limited (current position)

Oct. 2013

Representative Director and President, Econtext, Inc. (current
position)

Oct. 2015

Director, iRidge, Inc. (current position)

Sept. 2016

Director, DG Technologies, Inc. (current position)

June 2017

Representative Director and President, DK Gate, Inc. (current
position)

June 2018

Director, DG MARKETING DESIGN, Inc.

Oct. 2018

Director, Senior Executive Officer, in charge of the Financial
Technology Segment, and in charge of the MarketingTechnology Segment, the Company

Reelection

Jan. 2019

Director, TD Payment Corporation (current position)

Feb. 2019

Director, CyberBuzz, Inc. (current position)

June 2019

Director, DG Daiwa Ventures, Inc. (current position)

Mar. 2020

Director, BI. Garage, Inc. (current position)

Apr. 2020

Director, Senior Managing Executive Officer, in charge of theMarketing Technology Segment, and in charge of the Longterm Incubation Segment, the Company (current position)

Reason for the nomination as candidate for Director
Since joining the Company, Keizo Odori has been engaged primarily in the online settlement business, in his
capacities as Director in charge of the Financial Technology Segment, in charge of the Marketing Technology
Segment, and directors of the Group companies. In addition, he has contributed to growth of the business bystrengthening the revenue base, managing the operation and implementing reorganization, by reflecting his
wealth of experience in operational management. The Company therefore expects him to continue
appropriately overseeing business operation of the Company and driving its medium- to long-term growthstrategy, and nominated him as a candidate for Director.

12

Candidate
No.

4Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1998

Joined Nippon Information and Communication Corporation

Aug. 2001

Joined the Company

July 2006

Director, DG&Ibex Company

Oct. 2008

Senior Operating Officer, Executive Vice President of
DG&Ibex Company, a member of the Group CEO Office, andDirector of econtext Company, the Company

Jan. 2011

Senior Operating Officer, Head of Hybrid Solution Planning
Office, Executive Vice President of DG&Ibex Company, andExecutive Vice President of econtext Company, the Company

Apr. 2012

Director, VeriTrans Inc.

Apr. 2012

Director, NaviPlus Co., Ltd.

Sept. 2012

Director, Head of Corporate Strategy Division, and Executive
Vice President of DG&Ibex Company, the Company

July 2015

Masashi Tanaka(October 27, 1975)

Director, Head of Corporate Strategy Division, Head ofGeneral Affairs Department, in charge of the Media Incubation
Segment, and Executive Vice President of MarketingTechnology Company, the Company

July 2016

Number of the Company’s
Shares Owned:
17,200 shares

Director, in charge of DG Lab, Head of Corporate Strategy
Division, Head of General Affairs Department, and in chargeof the Media Incubation Segment, the Company

Sept. 2016

Representative Director, DG Technologies, Inc. (current
position)

Apr. 2017

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Head ofCorporate Strategy Division, the Company

May 2017

Director, Vice President and COO, DG Incubation, Inc (nowDG Ventures, Inc.) (current position)

June 2017

Director, DK Gate, Inc. (current position)

May 2018

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and in chargeof the Group CEO Division, the Company

Sept. 2018

Director, Crypto Garage, Inc. (current position)

June 2019

Director, Senior Executive Officer, in charge of DG Lab, incharge of the Incubation Technology Segment, and Executive
Director of the Group CEO Division, the Company

Dec. 2019

Director, Digital Garage US, Inc. (current position)

Apr. 2020

Director, Senior Executive Officer, and in charge of the
Incubation Technology Segment, the Company (current
position)

Reelection

Reason for the nomination as candidate for Director
Since joining the Company, Masashi Tanaka has been engaged primarily in the marketing business andbusiness administration of the overall Group, in his capacities as directors of the Group companies and Headof Corporate Strategy Division. In addition, he has contributed to business expansion of the Group andefficiency improvement of the business management based on his in-depth understanding on the overall
Group business operation. The Company therefore expects him to continue appropriately overseeing business
operation of the Company and driving its medium- to long-term growth strategy, and nominated him as a
candidate for Director.

13

Candidate
No.

5
Reelection

Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1999

Joined Mitsubishi Corporation

Mar. 2011

Joined FAST RETAILING CO., LTD.

Dec. 2015

Vice President, UNIQLO USA LLC

Nov. 2016

Joined the Company

Apr. 2017

Corporate Officer and COO of DG Lab, the Company

May 2017

Director, DG Incubation, Inc. (now DG Ventures, Inc.) (current
position)

Dec. 2017

Director COO, Digital Garage US, Inc. (current position)

Apr. 2018

Senior Corporate Officer and COO of DG Lab, the Company

May 2018

Senior Corporate Officer, COO of DG Lab, Head of GroupCEO Division, and Head of Business Innovation Department,Group CEO Division, the Company

Masahito Okuma(October 24, 1975)

June 2018

Director, Senior Executive Officer, COO of DG Lab, Head ofGroup CEO Division, and Head of Business Innovation
Department, Group CEO Division, the Company

Number of the Company’s
Shares Owned:
2,700 shares

Sept. 2018

President, Crypto Garage, Inc.

Dec. 2018

Director, Senior Executive Officer, COO of DG Lab, and Headof Group CEO Division, the Company

Apr. 2019

President and CEO, Crypto Garage, Inc. (current position)

June 2019

Representative Director, DG Daiwa Ventures, Inc. (current
position)

June 2019

Director, Senior Executive Officer, in charge of the GroupCEO Division, Head of the Group CEO Division, in charge of
the Long-term Incubation Segment, and COO of DG Lab, theCompany

Aug. 2019

Dentsu ScienceJam Inc. (current position)

Nov. 2019

Representative Director, BrainscanTechnologies, Inc. (current
position)

Apr. 2020

Director, Senior Executive Officer, in charge of DG Lab
Division, and in charge of other related business, the Company(current position)

Reason for the nomination as candidate for Director
Masahito Okuma joined the Company after working at a major general trading company and a major apparelmaker. Since then, taking advantage of his previous experience at business corporations, he has put effort into
not only the development of next-generation business but also global alliances, mainly while in charge of DG
Lab, an R&D organization. The Company therefore believes that he will promote the appropriate supervisionof its business operations, the development of new business, and global alliances, and that he will contributeto improving value over the medium- to long-term. Accordingly, the Company nominated him as a candidate
for Director.

14

Candidate
No.

6Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1994

Representative Director, Ecosys Ltd.

Aug. 1995

Founded the Company
Representative Director, the Company

June 1999

Director, the Company

June 1999

Representative Director and Chairman, Infoseek Corporation

Dec. 1999

Representative Director and President, Neoteny Co., Ltd.

Sept. 2000

Representative Director, Cura Co., Ltd.

June 2002

Director, PIA Corporation

Joichi Ito(June 19, 1966)

Dec. 2004

Adviser, the Company

Jan. 2005

Director, Technorati Japan, Inc.

Number of the Company’s
Shares Owned:
20,000 sharesNov. 2005

Director, Mozilla Japan, a Middle-natured Corporation with
the Limited Liability

Aug. 2006

Director, BI. Garage, Inc.

Sept. 2006

Director, the Company (current position)

June 2009

Outside Director, Culture Convenience Club Co., Ltd.

Apr. 2011

Director, Massachusetts Institute of Technology (MIT) MediaLab

July 2011

Director, Digital Garage US, Inc.

June 2012

Board Member, The New York Times Company

June 2013

Director, Sony Corporation

May 2015

Board Member, Chairman, PureTech Health plc

Reelection

Reason for the nomination as candidate for Director
Joichi Ito has been engaged in a number of Internet businesses, leading penetration of Internet in Japan andco-founding the Company. He has also contributed to business expansion of the Group by leveraging his
broad experience in Internet company management and engagement as venture capitalist. The Company
therefore expects him to continue appropriately overseeing business operation of the Company and driving its
medium- to long-term growth strategy, and nominated him as a candidate for Director.

Kenji Fujiwara(September 25, 1946)7
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:
23,800 shares

Apr. 1969

Joined Shufu-no-mise Daiei, Inc. (now The Daiei, Inc.)

May 1993

Director, Shufu-no-mise Daiei, Inc.

June 1994

Representative Director & President, Daiei Convenience
Systems, Co. Ltd. (now Lawson, Inc.)

May 2000

Director, President & Chairman, former Econtext, Inc.

May 2002

Chairman and Representative Director, Daiei Convenience
Systems Co., Ltd. (now Lawson, Inc.)

June 2003

President, Representative Director, FANCL CORPORATION

Mar. 2007

Chairman, Representative Director, FANCL CORPORATION

Jan. 2008

Director and Chairman, ThreeWin Co. Ltd.

July 2008

Director, SBS Corporation

Sept. 2008

Outside Director, the Company (current position)

June 2009

Director, Kakaku.com, Inc. (current position)

June 2015

Outside Director, SUNDRUG CO. LTD. (current position)

Reason for the nomination as candidate for Outside Director
Kenji Fujiwara has experience as business manager gained through the positions as President and Chairman of
Daiei Convenience Systems, Co. Ltd. (now Lawson, Inc.) and other important posts at listed companies. As
Outside Director of the Company, he has provided us with valuable opinions and suggestions concerningbusiness management of the Company from a holistic perspective based on his wealth of experience asbusiness manager. The Company therefore expects him to continue contributing to appropriate oversight ofbusiness operation of the Company, and nominated him as a candidate for Outside Director who is not an
Audit and Supervisory Committee Member.

15

Candidate
No.

8Name (Date of birth)

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Oct. 2002

Admitted to practice law in Japan (Tokyo Bar Association)

July 2008

Partner, Athena Law OfficeEmi Omura(September 2, 1976)

Sept. 2010

Associate Expert, International Labour Office in Geneva, theInternational Labour Organization (ILO)

Number of the Company’s
Shares Owned:– sharesJan. 2014

Director, the Office of International Affairs, Japan Federationof Bar Associations

Sept. 2014

Outside Director, the Company (current position)

June 2019

Counsel, Kamiyacho International Law Office (current
position)

Reelection
OutsideIndependent

Reason for the nomination as candidate for Outside Director
Although Emi Omura has not been involved in corporate management other than having served as an outside
officer, she has experience in global work environment through her post at an international institution in
addition to her wealth of experience and expertise as attorney-at-law. As Outside Director of the Company,
she has provided us with valuable opinions and suggestions concerning business management of the Company
from a broader perspective. The Company therefore expects her to continue contributing to appropriate
oversight of business operation of the Company, and nominated her as a candidate for Outside Director who is
not an Audit and Supervisory Committee Member.

9
New election

Apr. 2000

Joined Softbank Finance Corporation

Nov. 2011

Director and Executive Officer, VeriTrans Inc.

Apr. 2013

Representative Director, Executive Officer and CEO, NaviPlus
Co., Ltd. (current position)

Oct. 2013

Director, Executive Officer and COO, VeriTrans Inc.

Hiroshi Shino(July 24, 1976)

July 2015

Corporate Officer, the Company

Sept. 2015

Director, ECONTEXT, INC. (current position)

Number of the Company’s
Shares Owned:
3,800 shares

Sept. 2015

Representative Director, Executive Officer and President,
VeriTrans Inc. (current position)

Sept. 2016

Senior Corporate Officer, the Company

Oct. 2016

Director and COO, ANA Digital Gate, Inc. (current position)

Dec. 2018

Director, TD Payment Corporation (current position)

Sept. 2018

Director, SCORE.Co., Ltd. (current position)

Apr. 2020

Senior Corporate Officer and in charge of the Financial
Technologies Segment, the Company (current position)

Reason for the nomination as candidate for Director
Hiroshi Shino has been engaged in the online payment business since its early days. He has also contributed tobusiness growth, principally as Representative Director of VeriTrans Inc. and Director of ECONTEXT, INC.,
engaging in financial technology businesses, by leveraging his past experience since he joined the Group. The
Company therefore believes that he will contribute to the appropriate supervision of its business operations,promoting the financial technology business, and improving value of the Company over the medium- to longterm. Accordingly, the Company nominated him as a candidate for Director.

*1 Candidate for Director Kaoru Hayashi serves concurrently as Representative Director, Chairman and
CEO of BI. Garage, Inc., which is a subsidiary of the Company. The Company has a business relationshipwith BI. Garage, Inc. concerning (i) outsourcing service for administrative work of BI. Garage, Inc., (ii)
office leasing, (iii) office equipment leasing at BI. Garage, Inc., (iv) secondment of the Company’s
employees to BI. Garage, Inc., (v) business transactions.
Kaoru Hayashi also serves concurrently as Chairman CEO of DG Communications Co., Ltd., which is a
subsidiary of the Company. The Company has a business relationship with DG Communications Co.,
Ltd. concerning (i) secondment of the Company’s employees to DG Communications Co., Ltd., (ii)business transactions.
*2 Candidate for Director Keizo Odori serves concurrently as Representative Director and President of DK
Gate, Inc., which is a subsidiary of the Company. The Company has a business relationship with DK
Gate, Inc. concerning (i) outsourcing service for administrative work of DK Gate, Inc., (ii) secondmentof the Company’s employees to DK Gate, Inc.
16

*3 Candidate for Director Masashi Tanaka serves concurrently as Representative Director of DG
Technologies, Inc., which is a subsidiary of the Company. The Company has a business relationship with
DG Technologies, Inc. concerning (i) outsourcing service for administrative work of DG Technologies,
Inc., (ii) office leasing, (iii) office equipment leasing at DG Technologies, Inc.
*4 Candidate for Director Masahito Okuma serves concurrently as President and CEO of Crypto Garage,
Inc., which is a subsidiary of the Company. The Company has a business relationship with Crypto Garage,
Inc. concerning (i) outsourcing service for administrative work of Crypto Garage, Inc., (ii) office leasing,(iii) office equipment leasing at Crypto Garage, Inc., (iv) secondment of the Company’s employees to
Crypto Garage, Inc.
Masahito Okuma also serves concurrently as Representative Director of DG Daiwa Ventures, Inc., which
is an equity-method affiliate of the Company. The Company has a business relationship with DG Daiwa
Ventures, Inc. concerning (i) outsourcing service for administrative work of DG Daiwa Ventures, Inc.,(ii) office leasing, (iii) office equipment leasing at DG Daiwa Ventures, Inc., (iv) secondment of theCompany’s employees to DG Daiwa Ventures, Inc.
*5 There is no special interest between any other candidates for Directors and the Company.
*6 Candidate for Director Kenji Fujiwara is a candidate for Outside Director. At the conclusion of thismeeting, his tenure as Outside Director of the Company will have been 11 years and nine months.
Kenji Fujiwara is serving as a non-Executive Director in Kakaku.com, Inc., which is a specified affiliatedbusiness operator for the Company. (scheduled to retire on June 18, 2020) Kakaku.com, Inc., which is anaffiliate of the Company, has a business relationship with the Company. In the fiscal year ended March
31, 2020, the value of business transactions between the Company and Kakaku.com, Inc. was as low as
less than 3% of net sales on a consolidation of the Company as well as that of Kakaku.com, Inc.
Consequently, the Company has determined that Kenji Fujiwara is sufficiently independent to fulfill hisrole as Director.
*7 Candidate for Director Emi Omura is a candidate for Outside Director. At the conclusion of this meeting,her tenure as Outside Director of the Company will have been five years and nine months.
*8 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Kenji Fujiwara and Emi Omura to limit their
liability for damages. If the Proposal No. 3 is approved, the Company plans to renew the agreement withthem.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*9 The Company has designated candidates for Directors Kenji Fujiwara and Emi Omura as independent
officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified therein. If they are
reelected, the Company plans to continue their independent officer designation.

17

Proposal No. 4: Election of Five (5) Directors who are Audit and Supervisory Committee Members
At the conclusion of this meeting, the terms of office of all four (4) Directors who are Audit andSupervisory Committee Members of the Company will expire. At this juncture, the Company proposes toelect five (5) Directors who are Audit and Supervisory Committee Members, increasing the number of
Directors who are Audit and Supervisory Committee Members by one (1) to enhance the audit andsupervisory system.
It is the policy of the Company to select suitable people who have outstanding personalities and insight inaddition to the knowledge and experience to audit the execution of duties of Directors accurately, fairly andefficiently as candidates for Directors who are Audit and Supervisory Members. Based on this policy, thePresident Executive Officer proposed candidates, and reports were received from the Nomination andRemuneration Advisory Committee, over half of whose members were independent Outside Directors,
regarding whether the candidate was appropriate. After this, consent was received from the Audit andSupervisory Committee regarding the submission of a proposal for their election at the General Meeting of
Shareholders, and the candidates were approved by the Board of Directors.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name

Present position in the Company

1

Yasuyuki Rokuyata

Reelection

Director, Audit and Supervisory Committee Chairperson

2

Makoto Sakai

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

3

Junji Inoue

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

4

Koji Makino

Reelection
OutsideIndependent

Outside Director, Audit and Supervisory Committee Member

5

Minoru Ohno

New election
OutsideIndependent―18

Candidate
No.

Name (Date of birth)

Yasuyuki Rokuyata(April 5, 1956)

1
Reelection

Number of the Company’s
Shares Owned:
401,700 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Feb. 1979

Representative Director, Dude, Co., Ltd. (current position)

July 1994

Director, Studio Garage, Inc.

Dec. 1995

Director, the Company

Dec. 2004

Representative Director and President, Creative Garage, Inc.

Mar. 2011

Representative Director and President, DG Incubation, Inc.
(now DG Ventures, Inc.)

July 2011

Director and COO, the Company

Sept. 2012

Director, Vice President and in charge of the Incubation
Segment (now the Incubation Technology Segment), theCompany

July 2013

Director, Digital Garage US, Inc.

June 2015

Representative Director and President, DK Gate, Inc.

Aug. 2015

Director, econtext Asia Limited

Sept. 2016

Director, Vice President Executive Officer, and in charge of the
Incubation Technology Segment, the Company

Nov. 2016

Director, DG Communications Co., Ltd.

Apr. 2017

Director, Vice President Executive Officer, the Company

June 2018

Auditor, DG Daiwa Ventures, Inc. (current position)

June 2018

Auditor, BI. Garage, Inc. (current position)

June 2018

Auditor, DG Communications Co., Ltd. (current position)

June 2018

Auditor, DG Incubation, Inc. (now DG Ventures, Inc.) (current
position)

June 2018

Auditor, DG Technologies, Inc. (current position)

June 2018

Auditor, DK Gate, Inc. (current position)

June 2018

Director (Audit and Supervisory Committee Chairperson), theCompany (current position)

July 2018

Auditor, D2 Garage, inc. (current position)

Sept. 2018

Auditor, Crypto Garage, Inc. (current position)

Jan. 2019

Auditor, TD Payment Corporation (current position)

June 2019

Auditor, BrainscanTechnologies, Inc. (current position)

Jan. 2020

Auditor, ACADEMIE DU VIN (current position)

Reason for the nomination as candidate for Director
Yasuyuki Rokuyata has been active in the business management of the Company since its foundation, and has
been engaged in the overall businesses of the Group, centering on incubation business in his capacities as Vice
President of the Company and directors of the Group companies. The Company therefore expects him tocontribute to appropriate oversight of business operation of the Company and ensuring its sound business
management by leveraging his extensive experience in business management, and nominated him as a
candidate for Director who is an Audit and Supervisory Committee Member.

19

Candidate
No.

Name (Date of birth)

Makoto Sakai(February 21, 1957)

2
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:
1,300 shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1986

Admitted to practice law in Japan (Nagoya Bar Association)

Apr. 1988

Registered to the Tokyo Bar Association

Aug. 2000

Established the Sakai Makoto Law Office

June 2001

Corporate Auditor, Oak Capital Corporation (current position)

Mar. 2005

Partner, the Sirius Law Office

Sept. 2010

Outside Auditor, the Company

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Mar. 2019

Representative, the Sakai Makoto Law Office (current
position)

Reason for the nomination as candidate for Outside Director
Although Makoto Sakai has not been involved in corporate management other than having served as an
outside officer, he has considerable experience and expertise as attorney-at-law. As Outside Auditor andOutside Director who is an Audit and Supervisory Committee Member of the Company, he has provided us
with valuable opinions and suggestions concerning business management of the Company from the legal
perspective. The Company therefore expects him to continue contributing to appropriate oversight of business
operation of the Company and ensuring its sound business management, and nominated him as a candidate for
Outside Director who is an Audit and Supervisory Committee Member.

20

Candidate
No.

Name (Date of birth)

Junji Inoue(September 18, 1949)

3
Reelection
OutsideIndependent

Number of the Company’s
Shares Owned:– shares

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Apr. 1974

Joined Mitsubishi Corporation

June 1993

Chief of Palo Alto Office, Mitsubishi International Corporation
Established MC Silicon Valley
President, MC Silicon Valley

Mar. 2000

Senior Vice President and General Manager, eCommerce
Department, iMIC Division, Mitsubishi International
Corporation

Apr. 2003

Executive Officer, Mitsubishi Corporation

June 2003

Representative Director, Executive Officer & President, IT
Frontier Corp.

Mar. 2005

Representative Director and President, IT Frontier Corp.

June 2007

Director, eAccess Ltd.

Apr. 2009

Representative Director & Chairman, CEO and CTO, IT
Frontier Corp.

Apr. 2011

Adviser, IT Frontier Corp.

Apr. 2012

Adviser, Bewith, Inc. (current position)

June 2012

Executive Managing Director, Remote Sensing Technology
Center of Japan (current position)

Sept. 2012

Outside Auditor, the Company

July 2016

Adviser, Takasago Thermal Engineering Co., Ltd. (current
position)

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Reason for the nomination as candidate for Outside Director
Junji Inoue has a wealth of overseas business experience, and as Outside Auditor and Outside Director who is
an Audit and Supervisory Committee Member of the Company, he has provided us with valuable opinions andsuggestions concerning business management of the Company from a global perspective. The Company
therefore expects him to continue contributing to appropriate oversight of business operation of the Company
and ensuring its sound business management, and nominated him as a candidate for Outside Director who is
an Audit and Supervisory Committee Member.

21

Candidate
No.

Name (Date of birth)

Koji Makino(October 7, 1966)

4

Number of the Company’s
Shares Owned:
1,000 shares

Reelection
OutsideIndependent

Career Summary, and Position and Responsibility in the Company(Significant Concurrent Positions outside the Company)
Oct. 1988

Joined KPMG Minato Audit Firm (now KPMG AZSA LLC)
Tokyo Office

Aug. 1992

Became a Certified Public Accountant

Aug. 1997

Manager, KPMG Melbourne Office

Sept. 2000

Century Ota Showa & Co. (now KPMG AZSA LLC) Tokyo
OfficeSept. 2001

Joined Dan Consulting Co., Ltd.

Oct. 2001

Became a Certified Public Tax Accountant

July 2003

Director, Dan Consulting Co., Ltd.

Jan. 2006

Established and Representative, Makino Koji Certified Public
Accountant Office (current position)

Feb. 2009

Director, BE1 Accounting Office (current position)

Sept. 2012

Outside Auditor, the Company

June 2013

Outside Auditor, Inageya Co., Ltd. (current position)

Dec. 2015

Outside Auditor, Obara Group Inc.

Sept. 2016

Outside Director (Audit and Supervisory Committee Member),the Company (current position)

Dec. 2017

Outside Director, Obara Group Inc. (current position)

Reason for the nomination as candidate for Outside Director
Although Koji Makino has not been involved in corporate management other than having served as an outside
officer, he has a wealth of experience and expertise as certified public accountant and consultant. As Outside
Auditor and Outside Director who is an Audit and Supervisory Committee Member of the Company, he has
provided us with valuable opinions and suggestions concerning business management of the Company fromthe accounting and taxation perspective. The Company therefore expects him to continue contributing toappropriate oversight of business operation of the Company and ensuring its sound business management, andnominated him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.

Minoru Ohno
(November 13, 1952)

5
New election
OutsideIndependent

Number of the Company’s
Shares Owned:– sharesJan. 1977

Established Labor Consultants Ohno Office

Apr. 2003

Representative Member, Labor Consultants Ohno Office(current position)

Sept. 2003

Auditor, the Company

Apr. 2009

Part-time lecturer, Graduate School of Law, Aoyama Gakuin
University

May 2013

Chairman, Tokyo Labor and Social Security Attorney
Association

June 2013

Vice Chairman, Japan Federation of Labor and Social Security
Attorney’s Associations

Dec. 2013

Council Member, Japan Pension Service Management Council

June 2015

Advisor, Japan Federation of Labor and Social Security
Attorney’s Associations

June 2017

Chairman, Tokyo Labor and Social Security Attorney
Association

June 2017

Outside Director (Audit and Supervisory Committee Member),the Company

June 2019

Chairman, Japan Federation of Labor and Social Security
Attorney’s Associations (current position)

Reason for the nomination as candidate for Outside Director
Although Minoru Ohno has not been involved in corporate management other than having served as an
outside officer, he has a wealth of experience and expertise as labor and social security attorney. As Outside
Auditor and Outside Director who is an Audit and Supervisory Committee Member of the Company, he hadprovided us with valuable opinions and suggestions concerning business management of the Company in thepast. The Company therefore expects him to contribute to appropriate oversight of business operation of theCompany and ensuring its sound business management, and nominated him as a candidate for Outside
Director who is an Audit and Supervisory Committee Member.

*1 Makoto Sakai is a candidate for Outside Director. He is currently an Outside Director who is an Audit
and Supervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’22General Meeting, he will have been in the post for three years and nine months. Including his time as an
Outside Auditor, Makoto Sakai’s total length of service will amount to nine years and nine months.
*2 Junji Inoue is a candidate for Outside Director. He is currently an Outside Director who is an Audit andSupervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’
General Meeting, he will have been in the post for three years and nine months. Including his time as an
Outside Auditor, Junji Inoue’s total length of service will amount to seven years and nine months.
*3 Koji Makino is a candidate for Outside Director. He is currently an Outside Director who is an Audit andSupervisory Committee Member of the Company. At the conclusion of this Ordinary Shareholders’
General Meeting, he will have been in the post for three years and nine months. Including his time as an
Outside Auditor, Koji Makino’s total length of service will amount to seven years and nine months.
*4 Candidate for Director Minoru Ohno concurrently serves as Representative Member of Labor
Consultants Ohno Office. While the Company has entered into an advisory agreement with the said office,the advisory fee paid by the Company to the office in the fiscal year ended March 31, 2020 was less than
1 million yen (less than 0.01% of net sales on a consolidation of the Company) and as low as less than
1% of annual net sales of the said office.
*5 Candidate for Director Minoru Ohno is a new candidate for Director. In addition, Minoru Ohno is acandidate for Outside Director.
*6 Candidate for Director Minoru Ohno has been a non-executive officer (Auditor and Director who is an
Audit and Supervisory Committee Member) of the Company in the past.
*7 It is prescribed in the Articles of Incorporation of the Company in effect that the Company may enter into
an agreement with Directors (excluding Executive Directors, etc.) to limit their liability for damages to
the Company in an effort to attract competent individuals to the said posts.
The Company has entered into the said agreement with Makoto Sakai, Junji Inoue, and Koji Makino tolimit their liability for damages. If the Proposal No. 4 is approved, the Company plans to renew theagreement with them.
If the election of candidate for Director Minoru Ohno is approved, the Company plans to enter into thesaid agreement with him.
The details of the agreement are as follows:• The Director shall be liable to the Company for damages caused by neglect of his or her duties, under
Article 423, paragraph 1 of the Companies Act, up to the minimum amount prescribed in Article 425,
paragraph 1 of the same Act.
• The limitation of the liability above shall apply only when the Director acted in good faith and withoutgross negligence in performing the duties giving rise to said liabilities.
*8 The Company has designated candidates for Directors Makoto Sakai, Junji Inoue, and Koji Makino as
independent officers in accordance with the regulations of Tokyo Stock Exchange Inc. and notified
therein. If they are reelected, the Company plans to continue their independent officer designation.
Candidate for Director Minoru Ohno satisfies the independent officer requirements in accordance withthe regulations of Tokyo Stock Exchange Inc. and the Company plans to notify him as an independent
officer to the said exchange.
*9 There is no special interest between any other candidates for Directors and the Company.

23

(Reference) Composition of the Board of Directors
Assuming Proposal No. 3 and Proposal No. 4 are approved without changes, the composition of theCompany’s Board of Directors will be as follows.

Number of People

Outside Director
Independent Officer

Proportion of
Independent Officer

Director(excluding Audit andSupervisory
Committee Member)

9

2

2

22.2%

Director(Audit and Supervisory
Committee Member)

5

4

4

80.0%

Total

14

6

6

42.9%

As shown above, six of the 14 members of the Board of Directors will be Outside Directors, accounting for
more than one third of the total. The all six Outside Directors will be independent officers. The Company
believes this structure will result in highly effective oversight within the Board of Directors.
End24