Japan Medical Dynamic Marketing, INC.
12-2 Ichigayadaimachi, Shinjuku-ku
Tokyo 162-0066 JapanMay 31, 2024
(Date of commencement of the measures for electronic provision: May 30, 2024)
NOTICE OF CONVOCATION OF THE 52nd ORDINARY GENERAL MEETING OF SHAREHOLDERS
To: Our Shareholders
We are pleased to inform you that the 52nd Ordinary General Meeting of Shareholders will be held as described below.
In convening this General Meeting of Shareholders, the Company has provided information electronically (the “measures for electronic provision”)
and posted the matters to be provided electronically on the following website on the Internet:
The Company website: https://www.jmdm.co.jp/en/ir/meeting/In addition to the website mentioned above, the matters to be provided electronically are also available on the following website on the Internet:
Tokyo Stock Exchange (TSE) website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the TSE website mentioned above, enter the Company’s name in the “Issue name (company name)” field or its securities code
“7600” in the “Code” field, click the “Search” button, and select “Basic Information” then “Documents for public inspection/PR information.”
In lieu of attending the meeting, you may exercise your voting rights in writing or via the Internet. You are requested to study the Reference
Documents for the General Meeting of Shareholders included in the matters to be provided electronically and exercise your voting rights byThursday, June 20, 2024 at 5:00 p.m.
Sincerely yours,
Toshiyuki Hironaka
Representative Director and President
1. Date and time:
2. Venue:
3. Agenda
Matters to be reported(1)(2)
Matters to be resolved
Proposal No.1:
Proposal No.2:
Proposal No.3:

10:00 a.m., Friday, June 21, 2024 (Reception starts at 9:00 a.m.)
Ohgi Room, 4th Floor of the South Tower, Keio Plaza Hotel 2-2-1 Nishi Shinjuku, Shinjuku-ku, Tokyo
Business Report, Consolidated Financial Statements, and results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Board of Statutory Auditors for the 52nd fiscal term (from
April 1, 2023 to March 31, 2024)
Non-consolidated Financial Statements for the 52nd fiscal term (from April 1, 2023 to March 31, 2024)
Appropriation of Surplus
Election of Seven (7) Directors
Election of One (1) Substitute Statutory Auditor― 1 ―Notes
1. For those attending, please present the Voting Rights Exercise Form at the reception desk on arrival at the Meeting.
2. In accordance with laws and regulations and the Company’s Articles of Incorporation, the following items are not included in the documents
mailed to shareholders who have made a request for delivery of documents. In addition, the corporate auditors and the accounting auditor haveaudited the documents to be audited, including the following matters.
 “(Reference) Corporate Governance of Japan MDM,” “Matters Regarding Accounting Auditors,” “Outline of Decision or Resolution
Contents Regarding Establishment of a System to Ensure the Appropriateness of Business Activities,” and “Outline of the Operating Statusof a System to Ensure the Appropriateness of Business Activities”
 “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements”
 “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-consolidated Financial Statements”
 “Financial Audit Report on Consolidated Financial Statements,” “Financial Audit Report on Non-Consolidated Financial Statements” and“Audit Report of Audit & Supervisory Board”
3. Should the matters to be provided electrically require revisions, the revised versions will be posted on each of the websites where such matters
are posted.

― 2 ―CONSOLIDATED BALANCE SHEET(As of March 31, 2024)(Thousands of yen)
ASSETS
CURRENT ASSETS

21,582,880

Cash in hand and in banks

2,321,552

Trade receivables and contract assets

5,915,467

Merchandise and finished goods

10,259,039

Work in process

919,068

Raw materials and supplies

1,914,371

Other current assets

257,347

Allowance for bad debts(3,966)

FIXED ASSETS

9,902,978

TANGIBLE:

8,320,618

Buildings and structures

876,633

Machinery, equipment and vehicles

354,459

Tools, furniture and fixtures

4,935,249

Land

1,960,584

Other fixed assets

193,692

INTANGIBLE:

219,262

INVESTMENTS AND OTHER ASSETS:

1,363,097

Investments in capital of subsidiaries and associates

157,654

Deferred tax assets

1,136,171

Other investments

69,272

Allowance for bad debts(1)
Total assets― 3 ―31,485,859

CONSOLIDATED BALANCE SHEET(As of March 31, 2024)(Thousands of yen)
LIABILITIES AND NET ASSETSCURRENT LIABILITIES

4,030,510

Accounts payable

1,403,276

Short-term bank loans

1,162,382

Lease obligations

37,600

Income taxes payable

192,482

Accrued expenses

551,182

Accounts payable, other

235,050

Provision for bonuses

237,310

Provision for directors' bonuses

27,252Other current liabilities

183,973

LONG-TERM LIABILITIES

1,851,545

Long-term bank loans

259,820

Lease obligations

34,629Net defined benefit liability

1,424,964

Provision for directors' stock payments

80,571

Asset retirement obligations

31,560Long-term deposits received

20,000Total liabilities

5,882,056

NET ASSETSSTOCKHOLDERS’ EQUITY

22,007,572

Common stock

3,001,929

Additional paid-in-capital

2,587,237

Retained earnings

16,583,962

Treasury stocks(165,556)

Valuation And Translation Adjustments Abstract
Deferred gains or losses on hedges

3,503,749
47,015Adjustments on foreign currency statement translation

3,614,304

Remeasurements of defined benefit plans(157,570)

Non-controlling interests

92,480Total net assets

25,603,802

Total liabilities and net assets

31,485,859― 4 ―CONSOLIDATED PROFIT AND LOSS STATEMENT(For the year ended March 31, 2024)(Thousands of yen)
Net Sales

23,177,747

Cost of sales

8,415,514
Gross profit

14,762,232

Selling, general and administrative expenses

13,015,317

Operating income (loss)

1,746,914

Non operating income
Interest income

106

Foreign exchange gains

190,683

Insurance claim income

2,121

Others20,121

213,033

Non operating expenses
Interest expenses

31,778

Share of loss of entities accounted for using equity
method65,126

Syndicated loan commission

9,559

Others

10,492
Ordinary income (loss)

116,957
1,842,991

Extraordinary losses
Loss on disposal of fixed assets

48,512

Loss on valuation of investment securities

72,205

Impairment loss

70

Transfer to provision for litigation settlement-

Settlement-related costs

75,000Loss on product sales suspension

10,416

Profit (loss) before income taxes
Income taxes - current

739,109

Income taxes - deferred(407,812)

Profit (loss)

206,204
1,636,787
331,297
1,305,490

Profit (loss) attributable to non-controlling interests

Profit (loss) attributable to owners of parent― 5 ―33,807
1,271,682

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS(For the year ended March 31, 2024)(Thousands of yen)
Stockholders’ equity
Additional
paid-in
capitalCommonstock
Balance at April 1, 2023

3,001,929

2,587,029

Retainedearnings

Treasury
Stock15,656,266(202,730)

Total

21,042,494

Changes in the year ended March 31, 2024
Cash dividend(343,986)(343,986)

Profit (loss) attributable to owners of parent for the year
ended March 31, 2024

1,271,682

1,271,682

Purchase of treasury shares
Disposal of treasury shares
Change in ownership interest of parent due to transactions
with non-controlling interests
Net change in items other than shareholders’ equity during
the year ended March 31, 2024
Total (net)
Balance at March 31, 2024

(152)

(152)

37,32637,326

208

208

―

208

927,696

37,174

965,078

3,001,929

2,587,237

16,583,962(165,556)

22,007,572(Thousands of yen)
Valuation And Translation Adjustments Abstract
Adjustments on
Remeasurements
Deferred gains or foreign currencyof defined benefit
statement
losses on hedges
planstranslation
Balance at April 1, 2023

30,294

2,163,161(74,317)

Total

2,119,138

Non-controllinginterests

130,462

Total
net assets

23,292,095

Changes in the year ended March 31, 2024
Cash dividend(343,986)

Profit (loss) attributable to owners of parent for the year
ended March 31, 2024

1,271,682

Purchase of treasury shares(152)

Disposal of treasury shares

37,326

Change in ownership interest of parent due to transactions
with non-controlling interests
Net change in items other than shareholders’ equity during
the year ended March 31, 2024
Total (net)
Balance at March 31, 2024

208
16,7201,451,143(83,252)

1,384,611(37,982)

1,346,628

16,7201,451,143(83,252)

1,384,611(37,982)

2,311,707

47,0153,614,304(157,570)

3,503,749

92,48025,603,802― 6 ―NON-CONSOLIDATED BALANCE SHEET(As of March 31, 2024)(Thousands of yen)
ASSETS
CURRENT ASSETS
Cash in hand and in banks
Notes receivable, trade
Electronically recorded monetary claims - operating
Accounts receivable, trade
Merchandise and finished goods
Work in process
Raw materials and supplies
Prepaid expenses
Short-term loans receivable
Accounts receivable, other
Other current assets
Allowance for bad debts

12,025,339
1,973,414
694,076
1,913,160
1,960,261
5,290,362
6,547
40,70360,2991,122
20,17969,180(3,970)FIXED ASSETSTANGIBLE:
Buildings
Structures
Machinery and equipment
VehiclesTools, furniture and fixtures
Land

8,456,309
4,875,270
343,628
2,945
32,618100
2,573,395
1,922,582

INTANGIBLE:
SoftwareTelephone rights

117,604
108,433
9,170

INVESTMENTS AND OTHER ASSETS:
Investments in subsidiaries
Long-term loans receivable
Deferred tax assets
Leasehold deposits
Other investments
Allowance for bad debts
Total assets― 7 ―3,463,434
2,643,682
3,860
750,480
34,34031,072(1)
20,481,648

NON-CONSOLIDATED BALANCE SHEET(As of March 31, 2024)(Thousands of yen)
LIABILITIES AND NET ASSETSCURRENT LIABILITIES
Accounts payable, trade
Short-term bank loans
Lease obligations
Accounts payable, otherAccrued expenses
Income taxes payable
Accrued consumption taxes
Provision for bonuses
Provision for directors' bonuses
Deposits received
Other current liabilities

2,248,553
649,640
685,472
2,158
235,050
99,326
128,369
78,645
237,310
27,252
15,60589,721

LONG-TERM LIABILITIESLong-term bank loans
Lease obligations
Accrued retirement benefits to employees
Provision for directors' stock payments
Long-term deposits received
Asset retirement obligations
Total liabilities

1,592,102
259,820
2,297
1,197,852
80,571
20,00031,5603,840,655

Total net assets
Total liabilities and net assets

16,593,977
3,001,929
2,587,029
2,587,029
11,170,575
197,500
10,973,075
4,913,000
6,060,075(165,556)
47,01547,015
16,640,993
20,481,648

NET ASSETSSTOCKHOLDERS’ EQUITY
Common stock
Capital Surplus
Additional paid-in-capital
Retained earnings
Legal reserve
Retained earnings, other
General reserve
Unappropriated retained earnings
Treasury stocks
Valuation and translation adjustments
Deferred gains or losses on hedges― 8 ―NON-CONSOLIDATED PROFIT AND LOSS STATEMENT(For the year ended March 31, 2024)(Thousands of yen)
Net Sales

13,004,313

Cost of sales

6,075,616
Gross profit

6,928,696

Selling, general and administrative expenses

5,835,445

Operating income (loss)

1,093,251

Non operating income
Interest income

106

Foreign exchange gains

7,997

Contract services income-

Insurance claim income

2,347

Commission fee

3,993

Compensation income

9,019

Others44

23,508

Non operating expenses
Interest expenses

5,687

Syndicated loan commission

9,559

Others3,514
Ordinary income (loss)

18,761
1,097,997

Extraordinary losses
Loss on disposal of fixed assets

37,351

Impairment loss

70

Settlement-related costs

75,000Loss on product sales suspension

10,416

Profit (loss) before income taxes

975,159

Income taxes - current

305,044

Income taxes - deferred(4,697)

Profit (loss)

122,838

300,347
674,812― 9 ―NON-CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS(For the year ended March 31, 2024)(Thousands of yen)
Stockholders’ equity
Retained earnings

Capital surplus
Commonstock

Balance at April 1, 2023

Additional
paid-in
capital3,001,929

2,587,029

Treasurystock

OthersLegalreserve

Generalreserve

197,500

Total

Unappropriatedretained earnings

4,913,000

5,729,249(202,730)

16,225,977

Changes in the year ended March 31, 2024
Cash dividend(343,986)(343,986)

Profit(loss) for the year ended March 31, 2024

674,812674,812Purchase of treasury shares

(152)

(152)

Disposal of treasury shares

37,32637,326

Net change in items other than shareholders’equity during the year ended March 31, 2024
Total (net)
Balance at March 31, 2024

0

0

0

0

330,826

37,174

368,000

3,001,929

2,587,029

197,500

4,913,000

6,060,075(165,556)

16,593,977(Thousands of yen)
Valuation and translation
adjustments
Deferred gains or
Total
losses on hedges
Balance at April 1, 2023

30,294Total
net assets

30,294

16,256,272

Changes in the year ended March 31, 2024
Cash dividend(343,986)

Profit(loss) for the year ended March 31, 2024

674,812Purchase of treasury shares(152)

Disposal of treasury shares

37,326

Net change in items other than shareholders’equity during the year ended March 31, 2024
Total (net)
Balance at March 31, 2024

16,72016,72016,72016,72016,720384,72047,01547,015

16,640,993― 10 ―

REFERENCE DOCUMENTS FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References
Proposal No.1: Appropriation of Surplus
In view of the operating results for the fiscal term, future business development and other factors, the Company proposes to pay the
year-end dividend for the 52nd fiscal term as follows.
(1) Dividend property classification
Cash(2) Matters related to allotment of dividend property and its total amount¥14 per one (1) common stock share of the Company
In this case, the total amount to be paid out in the form of dividends comes to ¥370,444,494.
(3) Effective date of distribution of surplus
June 24, 2024

― 11 ―

Proposal No.2: Election of Seven (7) Directors
The term of office of seven (7) Directors, Messrs. Toshiyuki Hironaka, Yasuaki Hidaka, Brent Allen Bartholomew,Tomoyuki Okamura, Hiroshi
Ishikawa, Toshio Saburi and Tokiko Ide will expire at the conclusion of this General Meeting of Shareholders. Therefore, for the purpose ofenhancing the Company’s sustainable growth and increasing its corporate value over the medium to long term, and in order to improve thediversity and the management oversight function of the Board of Directors, the Company proposes the election of seven (7) Directors, increasing
the number of Independent Outside Directors by one (1). If this proposal is approved as proposed, more than one-third of the Company’s Directors
will be Independent Directors.
The candidates for Directors are as follows:
Candidate
NumberName(Date of Birth)1

Toshiyuki Hironaka(November 17, 1962)(Reappointment)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies
April 1986
August 2001

Number ofCompany
shares held
10,800 shares

Joined ITOCHU Corporation
General Manager of Business Sales Headquarters, Dell Computer
Corporation (currently Dell Technologies Japan Inc.)
December 2006 Managing Corporate Officer, Lenovo Japan Ltd.
August 2009
Director, Assistant to President, in charge of sales, Japan Medical
Attendance at the
Dynamic Marketing, INC.
Board of Directors
August 2010
Director in charge of the Sales Division and ODEV
meetings:
Director of Ortho Development Corporation (current position)
100% (16 /16)
June 2013
Director in charge of sales and corporate planning, Japan Medical
Dynamic Marketing, INC.
April 2014
Director in charge of sales, corporate planning and the Control
Division
June 2016
Director in charge of corporate planning
May 2021
Director of Changzhou Waston Ortho Medical Appliance Co., Ltd.
(current position)
June 2021
Director in charge of the Control Division, the SCM Division and the
Corporate Planning Division, Japan Medical Dynamic Marketing,
INC.
April 2022
Director, Senior Executive Officer, in charge of the Management
Strategy Division
April 2023
Representative Director and President (current position)
Reason for the nomination as a candidate for Director
Mr. Toshiyuki Hironaka has led the Group's business management and mid-term management planning as well as worked on the
expansion of the Group's business.
Based on this wealth of experience and accomplishments, he exercises his leadership skills to make important management
decisions and fully supervises the executive officers in the execution of their duties.
He continues to be a candidate for the position of Director because of his ability to direct management as President and CEO, aswell as his suitability for appropriate disclosure, reporting, and decision-making at Board of Directors meetings.

― 12 ―

Candidate
NumberName(Date of Birth)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies

2

Yasuaki Hidaka(September 11, 1970)(Reappointment)

December 1992
June 2008
August 2010

Attendance at theBoard of Directors
meetings:
100% (13 /13)

April 2015
April 2017
June 2020
April 2022
June 2023

Joined Japan Medical Dynamic Marketing, INC.
General Manager of the Sales Department of the Sales Division
General Manager of the West Japan Sales Department of the Sales
Division
General Manager of the Trauma Product Department of theMarketing Group, the Business Promotion Division
General Manager of the Special Sales Department of the Sales
Division
Director, Deputy General Manager of the Sales Division
Senior Executive Officer, Deputy General Manager of the Sales
Division (current position)
Director, Deputy General Manager of the Sales Division (current
position)

Number ofCompany
shares held
3,100shares

Reason for the nomination as a candidate for Director
Mr. Yasuaki Hidaka is familiar with trends in the orthopedic medical device industry in which the Group belongs to, and has awealth of sales experience in the field. He has also engaged in product development by leveraging his network with health care
professionals, has made efforts to plan and direct the implementation of the Company’s sales strategy, and has also played a leadingrole in coping with changes in the trading environment.
He has an experience as a Director of the Company, he will be able to fully play his role as a Director in deciding important matters,
executing business, and supervising other Director’s execution of business.
The Company has judged that making use of this candidate’s wealth of knowledge and experience in order to further strengthen the
Company’s sales department and successfully cope with technological advances and new developments in the industry will be
optimal for the Company, and continues to be nominated Mr. Yasuaki Hidaka as a candidate for Director.

― 13 ―

Candidate
NumberName(Date of Birth)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies

3

Brent Allen
Bartholomew(January 29, 1970)(Reappointment)

January 1996
February 1999

Number ofCompany
shares held
– shares

Joined Deloitte Touche Tohmatsu Limited
Joined Ortho Development Corporation and appointed Director andController
November 2000 CFO and Vice President of FinanceFebruary 2002
Director and CFO in charge of Finance & Administration
Attendance at theJune 2006
Executive Vice President
Board of Directors
September 2009 President (current position)
meetings:
March 2018
Legal Representative of Ortho Development Corporation-China
100% (16 /16)
(current position)
May 2021
Director of Changzhou Waston Ortho Medical Appliance Co., Ltd.
(current position)
June 2021
Director of Japan Medical Dynamic Marketing, INC. (current
position)
Reason for the nomination as a candidate for Director
Mr. Brent Allen Bartholomew has been involved in the management of ODEV for many years and has been a driving force behindthe company's growth.
He has based on his many years of experience and performance in the management of ODEV, has fulfilled his role as a director in
making decisions on important matters and supervising the executive officers in the execution of their duties.
In order to establish and strengthen the integrated business operation and management system integrating the Company and ODEV,he has been continues to be nominated as a candidate for the position of Director, based on the judgment that his extensive
experience, knowledge and diverse values would best serve the management of the Company group.

― 14 ―

Candidate
NumberName(Date of Birth)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies

4

Tomoyuki Okamura(January 1, 1971)(Reappointment)(Outside)

April 1995

Number ofCompany
shares held
– shares

Joined Technical Research Institute, Mitsui Toatsu Chemicals, Inc.
(currently Mitsui Chemicals, Inc.)
July 2003
Display Materials Team Leader, Interface Control Group, Material
Science Laboratory, Mitsui Chemicals, Inc.
October 2010
Development Team Leader of Performance Film & Sheet Project,
Attendance at the
New Materials Development Center
Board of Directors
August 2013
New Business Development Team Leader, Dental Materials Group,
meetings:
Health Care Materials Division
100% (16 /16)
May 2017
In charge of Strategy & Alliances, Business Planning Group,
Planning & Coordination Division, Healthcare Business Sector
Number of
April 2019
Business Planning Group Leader, Planning & Coordination Division,
concurrent positions
Healthcare Business Sector
at other listed
April 2022
General Manager, Medical Business Development Division, Life &companies: 2*
Healthcare Solutions Business Sector (current position)*
June 2022
Director of Japan Medical Dynamic Marketing, INC. (current
position)
June 2023
DNA Chip Research Inc. (current position) *Reason for the nomination as a candidate for Outside Director and overview of expected roles
Mr. Tomoyuki Okamura has many years of experience in corporate R&D departments and is well versed in the development of newtechnologies and products. In the field of medical devices, he also has experience in the development of dental materials as well as
experience as the person in charge of healthcare business. The Company has judged that making use of this candidate’s wealth ofexperience and extensive knowledge on corporate governance will be optimal for the Company in order to supervise themanagement of the Company from the perspective of research and development, and so has nominated Mr. Tomoyuki Okamura as a
candidate to continue serving as an Outside Director.

― 15 ―

Candidate
NumberName(Date of Birth)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies

5

Hiroshi Ishikawa(June 8, 1968)(Reappointment)(Outside)(Independent)

April 1999
June 2013
December 2013

Joined Ohhara Law Office, registered as a lawyer (current position)
Outside Director, Japan Medical Dynamic Marketing, INC. (current
position)
Supervisory Director, Daiwa House Residential Investment
Corporation (currently Daiwa House REIT Investment Corporation)(current position)*

Number ofCompany
shares held
– shares

Attendance at theBoard of Directors
meetings:
100% (16 /16)
Number of
concurrent positionsat other listedcompanies: 1*
Reason for the nomination as a candidate for Outside Director and overview of expected roles
Mr. Hiroshi Ishikawa has extensive knowledge and experience as a lawyer and is familiar with corporate governance. The Company
has judged that the Company will be able to further strengthen the supervisory function of the Board of Directors with his advice asa legal expert to improve the transparency and fairness of the Company’s management, and so has nominated Mr. Hiroshi Ishikawa
as a candidate to continue serving as an Outside Director. Additionally, as a member of the Nomination and Remuneration Advisory
Committee, which holds consultations regarding nomination of directors of the Company and decisions on their remuneration, he isexpected to play a role in supervising the management team, such as reflecting evaluation of the Company’s performance in theappointments of officers of the Company and decisions on their remuneration from an objective standpoint.

― 16 ―

Candidate
NumberName(Date of Birth)

6

Toshiro Saburi(June 2, 1949)(Reappointment)(Outside)(Independent)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies
October 1982
March 1986
September 1993
January 1999
October 2002
June 2004
June 2005
October 2008

Number ofCompany
shares held
4,600shares

Joined Chuo Accounting Audit Corporation
Registered as a Certified Public Accountant
Partner, Chuo Accounting Audit Corporation
Joined Tempstaff Co., Ltd.
Auditor, e-staffing Co., Ltd.
Director, General Manager of Support Division, Tempstaff Co., Ltd.
Executive Managing Director, Tempstaff Co., Ltd.
Attendance at the
Executive Managing Director and General Manager of Group
Board of Directors
Corporate Planning Division, Temp Holdings Co., Ltd.
meetings:
May 2010
Executive Managing Director, General Manager of Group Corporate
100% (16 /16)
Planning Division, Temp Holdings Co., Ltd. and Director, Kelly
Services, Inc.
Number ofJune 2015
Outside Director, Japan Medical Dynamic Marketing, INC. (current
concurrent positions
position)at other listed
July 2019
Outside Director (Audit & Supervisory Committee Member),companies: 1*
RAIZNEXT Corporation (current position)*
Reason for the nomination as a candidate for Outside Director and overview of expected roles
Mr. Toshio Saburi has specialized knowledge and experience garnered as a certified public accountant, and also has expertise andexperience being engaged in corporate management of listed companies and global business. Therefore, the Company has judgedthat the Company will be able to further strengthen the supervisory function of the Board of Directors with his advice to improve
the transparency and fairness of the Company’s management, and so has nominated Mr. Toshio Saburi as a candidate to continue
serving as an Outside Director. Additionally, as the Chairman of the Nomination and Remuneration Advisory Committee, whichholds consultations regarding nomination of directors of the Company and decisions on their remuneration, he is expected to play arole in supervising the management team, such as reflecting evaluation of the Company’s performance in the appointments ofofficers of the Company and decisions on their remuneration from an objective standpoint.

― 17 ―

Candidate
NumberName(Date of Birth)

Career summary, positions and responsibilities, and major concurrent titles at othercompanies

7

Tokiko Ide(April 16, 1958)(Reappointment)(Outside)(Independent)

April 1981
April 1988
June 1998

Number ofCompany
shares held
– shares

Joined Victor Company of Japan, Limited
Joined Japan Motorola, Inc.
Joined Dell Computer Corporation (currently Dell Technologies
Japan Inc.)
September 2005 Finance Vice President, Baxter Limited
July 2012
CFO, Acyan Corporation
Attendance at the
April 2014
CFO, NEW Asurion Asia Pacific Japan G.K. (currently Asurion Japan
Board of Directors
Holdings G.K.)
meetings:
August 2016
CEO, Asurion Japan K.K
85% (11 /13)
July 2017
Outside Director, ARUHI Corporation (currently SBI ARUHI
Corporation)
June 2018
Advisor, Asurion Japan Holdings G.K.
June 2023
Outside Director, Japan Medical Dynamic Marketing, INC. (current
position)
Reason for the nomination as a candidate for Outside Director and overview of expected roles
Ms. Tokiko Ide has a wealth of experience and expertise as a corporate manager and a financial officer.
The Company has judged that, mainly in the field of finance, she can grasp the Company’s business issues accurately from a
professional perspective and provide advice and supervision on the Company’s business execution from an objective and long-term
perspective, and continues to be nominated Ms. Tokiko Ide as a candidate for Outside Director.
In addition, she is expected to leverage her experience as a corporate manager and her expertise as a financial officer to play a rolein judging the resolution of the Board of Directors and supervising the management team from an independent and objective
standpoint.
Notes: 1. No conflict of interest exists between the Company and the above candidates for Director.
2. Messrs. Tomoyuki Okamura, Hiroshi Ishikawa and Toshio Saburi and Ms. Tokiko Ide are candidates for Outside Directors. When
Messrs. Messrs. Hiroshi Ishikawa, Toshio Saburi and Ms. Tokiko Ide are re-elected as Outside Directors, they will continue to be
Independent Directors in accordance with the listing regulations of the Tokyo Stock Exchange, Inc.
3. Special notes with regard to candidates for Outside Directors are as follows:(1) Independence of candidates for Outside Directors
Messrs. Hiroshi Ishikawa and Toshio Saburi and Ms. Tokiko Ide have not accepted any significant amount of money or other asset(excluding remuneration for Directors) from the Company or any parties specially related to the Company in the past two years, norwill they do so in the future. In addition, they are not spouses, relatives within the third degree of kinship, or any other equivalents ofthe executive officers or officers of the Company or of any parties specially related to the Company.
(2) The terms of office since the candidates for Outside Directors are in office as Outside Directors
Mr. Tomoyuki Okamura, currently an Outside Director of the Company, will have been in office for one (2) year at the conclusion ofthis General Meeting of Shareholders.
Mr. Hiroshi Ishikawa, currently an Outside Director of the Company, will have been in office for ten (11) years at the conclusion ofthis General Meeting of Shareholders.
Mr. Toshio Saburi, currently an Outside Director of the Company, will have been in office for eight (9) years at the conclusion of this
General Meeting of Shareholders.
Ms. Tokiko Ide, currently an Outside Director of the Company, will have been in office for eight (1) years at the conclusion of this
General Meeting of Shareholders.
4. Liability limitation agreement with the candidates for Directors
Messrs. Tomoyuki Okamura, Hiroshi Ishikawa, Toshio Saburi and Ms. Tokiko Ide have actually concluded a liability limitationagreement with the Company and are scheduled to conclude the same with the Company after their re-election. The contents of the― 18 ―

agreement are outlined as follows: Liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act shall be covered to the extent stipulated bylaws and regulations, if the Director performs his/her duties in good faith and without gross negligence.
5. The Company has concluded a directors and officers liability insurance contract under which all Directors are the insured. The contract
will cover damage that may arise as a result of the insured Directors’ assumption of liability for the execution of their duties or
receiving claims for the pursuit of such liability. When each candidate assumes office as Director, he/she will be insured under the
insurance contract, and the Company plans to renew the insurance contract during his/her terms of office.
Proposal No.3: Election of One (1) Substitute Statutory Auditor
In preparation for the case of lacking the number of Statutory Auditors required by laws and regulations, the Company proposes the election of one(1) Substitute Statutory Auditor in advance. The Board of Statutory Auditors has previously given its approval for this proposal.
The candidate for Substitute Statutory Auditor is as follows:
Name(Date of Birth)

Career summary and major concurrent titles at other companies

Motoshige Murakami(August 26, 1978)(Outside)(Independent)

April 2007
September 2008
September 2008
January 2014
October 2015

Number ofCompany
shares held
– shares

Entered the Legal Training and Research Institute of Japan
Registered as a lawyer (current position)
Joined Ohhara Law OfficeOutside Director of Accea Co., Ltd. (current position)
Representative Member of Management Concierge (legal professional
Number of concurrent
corporation) (current Management Concierge Law Office) (current position)
positions at other listed
October 2019
Representative Member of clarity (labor and social security attorney corporation)companies: 0(current position)
June 2020
Representative Director of Naru Co., Ltd. (current position)
November 2020 Auditor of cheids (corporation engaging in specified non-profit activities)(current position)
Reason for the nomination as a candidate for Substitute Statutory Auditor
Mr. Motoshige Murakami has specialized knowledge and experience garnered as an attorney, and has a wealth of experience as a corporate
manager. He is also well versed in corporate governance. The Company has nominated Mr. Motoshige Murakami as a Substitute Statutory Auditor
in order for him to make use of his specialized knowledge and experience in maintenance and enhancement of the Company’s auditing system.
Notes: 1. No conflict of interest exists between the Company and the above candidate for Substitute Statutory Auditor.
2. The above candidate for Substitute Statutory Auditor is a candidate for Outside Statutory Auditor.
When Mr. Motoshige Murakami is appointed as Outside Statutory Auditor, he will be Independent Auditor. appointed as Independent
Auditors in accordance with the listing regulations of the Tokyo Stock Exchange, Inc.
3. Special notes with regard to candidates for Substitute Outside Statutory Auditor are as follows:(1) Independence of candidates for Substitute Statutory Auditors
Mr. Motoshige Murakami has not accepted any significant amount of money or other asset (excluding remuneration for Statutory
Auditor) from the Company or any parties specially related to the Company in the past two years, nor will he do so in the future.
Furthermore, he is not a spouse, a relative within the third degree of kinship, or any other equivalent of the executive officers orofficers of the Company or of any parties specially related to the Company.
(2) Liability limitation agreement with Outside Statutory Auditors
If Mr. Motoshige Murakami assumes office as Outside Statutory Auditor, the Company will enter into the said liability limitationagreement with him.
The contents of the agreement are outlined as follows: Liability of Outside Statutory Auditor for damages as stipulated in Article 423, Paragraph 1 of the Companies Act shall becovered to the extent stipulated by laws and regulations, if the Outside Statutory Auditor performs his/her duties in good faith andwithout gross negligence.
4. The Company has concluded a directors and officers liability insurance contract under which all Statutory Auditors are the insured. The
contract will cover damage that may arise as a result of the insured Statutory Auditors’ assumption of liability for the execution of their― 19 ―

duties or receiving claims for the pursuit of such liability. When the candidate assumes office as Statutory Auditor, he will be insured
under the insurance contract, and the Company plans to renew the insurance contract during his term of office.

― 20 ―

[Reference] Directors’ Skills Matrix (planned composition after the conclusion of this Ordinary General Meeting of Shareholders)Expertise and Experience
Position in the
Company

Name

Representative
Director and President

Toshiyuki
Hironaka

Director
Director
Outside Director
Outside Director

Yasuaki
HidakaBrent Allen
Bartholomew
Tomoyuki
OkamuraHiroshiIshikawa

Corporate
Management

Governance

Global Business

○

○

○

○
○

Toshio Saburi○

Outside Director

Tokiko Ide○

Statutory Auditor

Itsuro Numata

Outside Statutory
AuditorKazukoHashimotoOutside Statutory
AuditorYoshiaki Jitto

Sustainability

Financial Strategy& Accounting

○

○

○
○

○

○

○

○

Outside Director

Legal,
Compliance &Risk Management

○

○

○
○
○

○

○
○

○

○

○
○

○

○

○

○

― 21 ―○○

SkillDefinition

Corporate
Management

Corporate Management involves possessing the skills and experience necessary to provide highly effective
supervision of the management team (executive officers), who continuously run the business, from an
independent and objective standpoint, by establishing management principles, etc., and presenting the broad
direction of corporate strategy and the Company’s ideal future state, with the aim of continuously increasing
corporate value.

Governance

Governance involves possessing the skills and experience necessary to appropriately establish a system forsound corporate management through compliance, internal control over financial reporting, and proactive risk
management, and to effectively supervise the operation of such a system to ensure that it is operating effectively.
Global Business involves possessing the skills and experience necessary to demonstrate leadership while
showing respect for diversity, with experience in overseas business and overseas subsidiary operations, and withthe language skills to communicate appropriately in any situation.

Global Business

Legal, Compliance &Risk Management

Sustainability

Financial Strategy &Accounting

Legal, Compliance & Risk Management involves possessing the skills and experience necessary for an
appropriate establishment of a proactive risk management system and effective control of whether the system issuccessfully operated with knowledge of laws, regulations, and guidelines applicable to the Company’s business,
including the Companies Act and the Act on Securing Quality, Efficacy and Safety of Products Including
Pharmaceuticals and Medical Devices.
Sustainability involves possessing the skills and experience necessary to recognize sustainability-related issues,
which encompass environmental problems like climate change, as well as considerations for human rights,
employee health and working conditions, the fair and equitable treatment of employees, proper transactions withbusiness partners, and risk management for natural disasters, and to be proactive in addressing these issues.
Financial Strategy & Accounting involves possessing the skills and experience necessary to develop an accurate
financial reporting system as well as internal controls over financial reporting, and to formulate appropriate
financial strategies that comprehensively take into account the balance between the promotion of investment ingrowth to build a robust financial ground and increase sustainable corporate values and shareholder returns.

― 22 ―