Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6670)
June 12, 2023
(Electronic Provision Measures Commencement Date: May 31, 2023)
To Shareholders with Voting Rights:
Motoyasu Yasui
Representative Director, President
MCJ Co., Ltd.
6-14-53, Midori-cho, Kasukabe-shi,
Saitama

NOTICE OF CONVOCATION OF
THE 25TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 25th Annual General Meeting of Shareholders of MCJ Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
In convening this meeting, the Company has taken measures for electronic provision, and matters for which
it takes electronic provision measures (Electronic Provision Measures Matters) are posted on the following
website.
The Company’s website: https://www.mcj.jp/en/ir/stock.html
In addition to the above, these matters are posted on the following website.
TSE website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do
Please access the above-mentioned website, enter the Company’s name or stock exchange code to search,and select “Basic information” and “Documents for public inspection/PR information” in this order toconfirm the information.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the Reference Documents for the General Meeting of Shareholders provided in Electronic
Provision Measures Matters, then either indicate your vote for or against the proposals on the enclosed Voting
Rights Exercise Form and return it to us, or enter your vote on the website for the exercise of voting rights
designated by the Company (https://evote.tr.mufg.jp/). In either case, please exercise your voting rights suchthat they are received no later than 6:00 p.m. Japan time on Monday, June 26, 2023.
The Company also participates in the platform for exercising voting rights for institutional investors operated
by ICJ, Inc.
1. Date and Time:

Tuesday, June 27, 2023 at 10:30 a.m. Japan time
(Venue opens at 9:30 a.m.)

2. Place:

Hall B at Otemachi PLACE Conference Center 2F at
2-3-1, Otemachi, Chiyoda-ku, Tokyo, Japan* The number of available seats is limited this year as a result of securing wide
spaces between seats in order to prevent the spread of COVID-19. Accordingly,
we would like to apologize in advance that we have to deny your entry if the seats
in Hall B are fully occupied.

-1-

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
25th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Board of Auditors on the Consolidated Financial
Statements
2. Non-consolidated Financial Statements for the Company’s 25th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Eight (8) Directors
Proposal 3:
Election of Three (3) Auditors
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

4. Documents Sent to Shareholders
The Reference Documents for the General Meeting of Shareholders are sent together to shareholders who
have not requested the delivery of written documents.
To shareholders who have requested the delivery of written documents, we sent written documents that
exclude certain items from Electronic Provision Measures Matters, pursuant to laws and regulations and theprovisions of the Company’s Articles of Incorporation.
Accordingly, the written documents that were delivered to shareholders who have requested the delivery of
written documents are a portion of the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements audited by Auditors in their preparation of the Auditors’ Report, and theConsolidated Financial Statements and Non-consolidated Financial Statements audited by Accounting
Auditors in their preparation of the Accounting Auditors’ Report.
5. Information on Exercising Your Voting Rights
If you are attending the General Meeting of Shareholders:If you are attending the meeting, please bring the enclosed Voting Rights Exercise Form with you and submit
it at the reception desk of the venue.
Attendees are kindly advised to arrive early at the venue to avoid congestion.
Date and time of the General Meeting of Shareholders:
10:30 a.m. Japan time on Tuesday, June 27, 2023 (Venue opens at 9:30 a.m.)
If you are not attending the General Meeting of Shareholders:
Exercising your voting rights in writing:
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it to the Administrator of Shareholder Registry of the Company so that it is received by the voting
rights exercise deadline. If there is no indication of a vote for or against a specific proposal on the Voting
Rights Exercise Form, it shall be deemed as an indication of approval to that proposal.
Voting rights exercise deadline:
Votes received by 6:00 p.m. Japan time on Monday, June 26, 2023
Exercising your voting rights via the Internet:
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) from your computer or
smartphone, enter the code and password for exercising your voting rights, which are indicated on theenclosed Voting Rights Exercise Form, and register your vote for or against the proposals by following theon-screen instructions.
Voting rights exercise deadline:
Votes exercised by 6:00 p.m. Japan time on Monday, June 26, 2023.
Any revisions to the Electronic Provision Measures Matters will be posted on each website where these matters areposted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

Matters regarding year-end dividend:
The Company considers the enhancement of shareholder returns as one of its important management issues,
and upholds the policy of performance-based dividend payment in accordance with the Company’s businessperformance, aiming for a total payout ratio to become 30 to 40%, with the dividend payout ratio to be 30% orabove of profit attributable to owners of parent.
In light of the Company’s business performance for the 25th fiscal year and the above policy, the Company
proposes a year-end dividend of ¥33 per share of the common stock.
(1) Type of dividend property
Cash(2) Matters related to the allocation of dividend property and the total amount thereof¥33 per share of the Company’s common stock
Total amount: ¥3,260,569,257(3) Effective date of the dividends of surplus
Wednesday, June 28, 2023

-3-

Proposal 2:

Election of Eight (8) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company requests the election of eight (8) Directors.
The candidates for Directors are as follows:

No.

Name

GenderCurrent Positions and Responsibilities
in the Company

1

Yuji Takashima[Reappointment]

Male

Representative Director, Chairman CEO

2

Motoyasu Yasui[Reappointment]

Male

Representative Director, President, and COO

3Takeshi Asagai[Reappointment]

Male

Director, Chief Administrative officer

4

Kenji Ishito[Reappointment]

Male

Director, CFO

Male

Director

Male

Director

Male

DirectorFemaleDirector

5

6

7

8

[Reappointment][Outside Director Candidate]
Katsunori Ura[Independent Director][Reappointment]
Gideon Franklin [Outside Director Candidate][Independent Director][Reappointment]
Shoichi Miyatani [Outside Director Candidate][Independent Director][Reappointment]
Unemi Yamaguchi [Outside Director Candidate][Independent Director]

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Apr. 1993

1

Number ofshares of theCompany held

Joined Takashimaya Clothing Store Co., Ltd. (name changed to
Takashima Co., Ltd. and then to Mouse Computer Japan Co., Ltd.
before being acquired by MCJ Co., Ltd.)May 1996
President & CEO, Takashimaya Clothing Store Co., Ltd. (namechanged to Takashima Co., Ltd. and then to Mouse Computer
Japan Co., Ltd. before being acquired by MCJ Co., Ltd.)
Aug. 1998
President & CEO, MCJ Ltd. (currently MCJ Co., Ltd.)
Yuji Takashima
Sep. 2005
Director, Synnex Co., Ltd. (currently Tekwind Co., Ltd.)(April 2, 1974)
Sep. 2005
Director, Arosystem Co., Ltd. (currently UNIT.COM INC.)
Chairman & CEO, MCJ Co., Ltd.
[Reappointment]
Mar. 2006
32,456,160
July 2006
Chairman & Director, MCJ Co., Ltd.
[Attendance at theOct. 2006
Director, Mouse Computer Co., Ltd.
Board of Directors
June 2008
Chairman & President & CEO, MCJ Co., Ltd.
meetings]
Nov. 2012
President & CEO, UNIT.COM INC.
100%
Aug. 2013
President & CEO, Iscorporation, Co., Ltd. (currently aprecio Co.,Ltd.)
Apr. 2017
Representative Director, Chairman CEO, MCJ Co., Ltd. (topresent)
July 2017
Representative Director, General Incorporated Foundation TKG
Association (currently Public Interest Incorporated Foundation
TKG Association) (to present)[Reason for nomination as candidate for Director]
Mr. Yuji Takashima, as the founder of the Company, has been playing a crucial role in the management of the Group since
the establishment of the Company. Currently, as the Representative Director, Chairman CEO of the Company, he has been
directing and overseeing the overall management of the Group as well as realizing a medium- to long-term growth in earnings.
With the expectation that he will continue to contribute to the enhancement of the corporate value of the Group, the Company
requests his election as Director.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
July 2001
Sep. 2002
June 2004
Apr. 2005

2

3

Number ofshares of theCompany held

Joined GDH, Co., Ltd. (currently GONZO K.K.)
Joined MCJ Co., Ltd.
Manager, Finance and Accounting Department, MCJ Co., Ltd.
Executive Officer, Management Planning Department, MCJ Co.,Ltd.
Motoyasu Yasui
Manager, Industrial Growth Platform, Inc.
Aug. 2007(July 23, 1978)
June 2008
Executive Officer, PIA Corporation
July 2011
Director, Industrial Growth Platform, Inc.
[Reappointment]
Oct. 2013
Senior Specialist, Inspection Bureau of Financial Services Agency
32,900Oct. 2014
Principal, Industrial Growth Platform, Inc.
[Attendance at theMar. 2016
Executive Officer, President’s Office, MCJ Co., Ltd.
Board of Directors
June
2016
Director, Head of Business Development & IR, MCJ Co., Ltd.
meetings]
Apr.
2017
President& COO, MCJ Co., Ltd.
100%
Jan. 2018
Director, R-Logic International Pte Ltd (to present)
Oct. 2018
Director, UNIT.COM INC. (to present)
Jan. 2020
Director, iiyama Benelux B.V. (to present)
June 2021
Representative Director, President, and COO, MCJ Co., Ltd. (topresent)[Reason for nomination as candidate for Director]
Mr. Motoyasu Yasui, as Representative Director, President, and COO, has been leveraging his extensive experience incorporate management and his knowledge of management as well as accounting and finance to promote the Group’s strategic
business development based on the Mid-term Management Plan. Also, as IR officer, he is proactively launching initiatives inthe disclosure of information, including non-financial information, which would contribute to a better understanding of theCompany and the Group. With the expectation that he will continue to contribute to the enhancement of the corporate valueof the Group, the Company requests his election as Director.
Apr. 1990
Joined The Kyowa Bank, Ltd. (currently Saitama Resona Bank,
Takeshi Asagai
Limited)(December 21, 1966)
Apr. 2001
Director, MCJ Co., Ltd.
Mar. 2006
President & CEO, MCJ Co., Ltd.
[Reappointment]
Oct. 2006
Director, Mouse Computer Co., Ltd. (to present)
1,197,800
Director & Chief Administrative officer, MCJ Co., Ltd. (to
June
2008
[Attendance at thepresent)
Board of Directors
Aug. 2013
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.) (tomeetings]
present)
100%
June 2018
Director, MID Inc. (to present)[Reason for nomination as candidate for Director]
Mr. Takeshi Asagai, as Director & Chief Administrative officer, has been overseeing the administration divisions including
general affairs, personnel affairs and legal affairs, and has been working to develop and operate an effective internal control
system for the Group as well as enhancing its corporate governance framework. With the expectation that he will continue tocontribute to the enhancement of the corporate value of the Group, the Company requests his election as Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Apr. 1991
Nov. 2000
Dec. 2003

4

5

Number ofshares of theCompany held

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
Head of Management Planning Department, Parquetech Co., Ltd.
Assistant Manager, Management Department, Yokohama Jisho
Co., Ltd.
Apr. 2004
Director & Head of Administrative Department, Yokohama Jisho
Co., Ltd.
Head of Administrative Department, Alive Community Co., Ltd.
July 2005(currently, RUDEN HOLDINGS Co., Ltd.)May 2006
Director & Head of Administrative Department, Alive Community
Kenji Ishito
Co., Ltd. (currently, RUDEN HOLDINGS Co., Ltd.)(April 18, 1968)
June 2007
Head of Management Planning Department, MCJ Co., Ltd.
June 2007
Director, ADTEC Corporation[Reappointment]
Aug. 2007
Executive officer, Head of Finance & Accounting Department,
97,900MCJ Co., Ltd.
[Attendance at theBoard of Directors
June 2008
Director & Head of Finance & Accounting Department, MCJ Co.,
meetings]
Ltd.
100%
Oct. 2008
Director & CFO, MCJ Co., Ltd. (to present)
June 2011
Director, Synnex Co., Ltd. (currently Tekwind Co., Ltd.) (topresent)
June 2012
Director, MVK Corporation (currently Aiuto Co., Ltd.) (topresent)
Aug. 2013
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.) (topresent)
June 2016
Director, UNIT.COM INC. (to present)
June 2018
Director, MID Inc. (to present)[Reason for nomination as candidate for Director]
Mr. Kenji Ishito, as Director & CFO, has been formulating and executing finance strategies in response to the changes in thebusiness environment surrounding the Group, and continues to make ongoing improvements to the Company’s finance andaccounting functions. With the expectation that he will continue to contribute to the enhancement of the corporate value of
the Group, the Company requests his election as Director.
Oct. 2003
Certified as an attorney, joined Blakemore & Mitsuki
Sep. 2007
Auditor, SVC Securities Co., Ltd. (currently DMM.com Securities
Co., Ltd.)
July 2011
Outside Director, STYLE LINK
Katsunori Ura
Jan. 2012
Partner, Blakemore & Mitsuki(March 14, 1978)
Outside Director, MCJ Co., Ltd. (to present)
June 2015
Aug. 2017
Outside Auditor, Feedforce Inc. (currently Feedforce Group Inc.)[Reappointment]
Dec. 2017
Auditor, STYLE PORT Inc.
[Candidate for Outside
May 2018
Outside Auditor, Fan’s Inc. (currently FANTAS technology Inc.)
Director](to present)[Independent Director]
Aug. 2018
Outside Director (Audit and Supervisory Committee Member),Feedforce Inc. (to present) (currently Feedforce Group Inc.)[Attendance at the
Aug.
2019
Representative Director, Gaia Co., Ltd. (to present)
Board of Directors
Oct.
2019
Outside Director, Web Co., Ltd.
meetings]
Apr.
2020
Partner,
The Tokyo-Marunouchi Law Offices (to present)
100%
June 2021
Outside Director (Audit and Supervisory Committee Member),
DAIYA TSUSHO CO., LTD.(currently CAPITA Inc.) (to present)
Dec. 2021
Outside Director (Audit and Supervisory Committee Member),
STYLE PORT Inc. (to present)[Reason for nomination as candidate for Outside Director]
Mr. Katsunori Ura is extremely knowledgeable in corporate management, based on his extensive experience and high level of
insight as an attorney, as well as his experience serving as Outside Director of other companies. He draws on his knowledge
to appropriately advise and make recommendations in important decision-making by the Board of Directors. With the belief
that he will continue to provide beneficial advice to the Company’s management, the Company requests his election as Outside
Director.

-7-

No.

Name
(Date of birth)

7

Sep. 1984
Oct. 1986
Jan. 1993

Number ofshares of theCompany held

Joined Cazenove (currently JPMorgan Chase & Co.)
Joined UBS Phillips & Drew (currently UBS AG)
Director, Schweizerische Bankgesellschaft (Deutschland) AG(currently UBS Europe SE)[Reappointment]
Feb. 1994
Managing Director, Morgan Stanley Group Inc. (currently Morgan[Candidate for Outside
Stanley)
Director]
Outside Director, Culham Prints and Drawings Ltd.
Jan. 2004[Independent Director]
July 2006
President, Gideon Franklin Limited
Nov. 2007
Managing Director, Mizuho International plc[Attendance at theAug. 2013
CEO, Gideon Franklin Limited (to present)
Board of Directors
June 2019
Outside Director, MCJ Co., Ltd. (to present)
meetings]
Apr.
2021
CEO,
Culham Prints and Drawings Ltd (to present)
95%
Apr. 2022
Outside Director, UMI Technology Holdings PLC (to present)[Reason for nomination as candidate for Outside Director]
Mr. Gideon Franklin is extremely knowledgeable in corporate management, based on his extensive experience as analyst,
M&A advisor, and corporate manager of global financial institutions. He draws on his knowledge to appropriately advise andmake recommendations in important decision-making by the Board of Directors. With the belief that he will continue toprovide beneficial advice to the Company’s management, the Company requests his election as Outside Director.
Apr. 1979
Joined NISSAN MOTOR CO., LTD.
Jan. 2000
Head of Africa and Iran Department, NISSAN MOTOR CO.,LTD.
Apr. 2003
Head of Sales Department VI, Japan Sales Division, NISSAN
MOTOR
CO., LTD.
Shoichi Miyatani
Apr.
2004
Vice
President,
NISSAN MOTOR CO., LTD.
(February 1, 1957)
Corporate Officer, NISSAN MOTOR CO., LTD.
Jan. 2006
Apr. 2010
President, Nissan Motorsports International Co., Ltd. (currently[Reappointment]
NISSAN MOTORSPORTS & CUSTOMIZING CO., LTD.)[Candidate for Outside
Apr. 2012
President and Chief Executive Officer (CEO), AUTECH JAPAN,
Director]
Inc. (currently NISSAN MOTORSPORTS & CUSTOMIZING[Independent Director]
CO., LTD.)[Attendance at theJune 2016
Outside Statutory Auditor, NISSAN SHATAI CO., LTD.
Board of Directors
Apr. 2018
Executive Director, MM Group Holdings Co., Ltd.
meetings]
Apr. 2019
Vice President, MM Group Holdings Co., Ltd.
100%
Apr. 2021
Representative Director & President, MM Group Holdings Co.,
Ltd. (to present)
Apr. 2021
Representative Director & President, MM Creative Connect Co.,
Ltd. (to present)
June 2021
Outside Director, MCJ Co., Ltd. (to present)[Reason for nomination as candidate for Outside Director]
Mr. Shoichi Miyatani is extremely knowledgeable in corporate management, based on his extensive experience as corporate
manager of companies engaged in the development of businesses globally. With the belief that he will provide beneficial
advice on the Group’s overseas expansion and its corporate governance as well as on overall management, the Company
requests his election as Outside Director.
Gideon Franklin(June 28, 1962)

6

Past experience, positions, responsibilities
and significant concurrent positions

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1985
June 1993

8

Joined John Swire & Sons (Japan) Ltd.
Section chief, Sales Promotion Section, Sales Headquarters, Apple
Computer Co., Ltd. (currently Apple Japan, Inc.)
Jan. 1998
Head of Corporate Planning Headquarters Advertising
Department, Compaq Computer Co., Ltd. (currently HP Japan
Inc.)
Oct. 2002
Head of Marketing Headquarters, Japan People Software Co., Ltd.
Unemi Yamaguchi(currently Oracle Corporation Japan)(November 26, 1962)
Head of Consumer Business Headquarters Marketing
July 2003
Department, Japan Telecom Co., Ltd. (currently SoftBank Group[Reappointment]
Corp.)[Candidate for Outside
June 2005
Head of New Business Development Department, LogiCool Co.,
Director]
Ltd.
[Independent Director]
Feb. 2008
General Manager, General Business Marketing General
Headquarters, Microsoft Co., Ltd. (currently Microsoft Japan Co.,
[Attendance at theLtd.)
Board of Directors
July 2010
Head of Partner Business Promotion Department, Partner Sales
meetings]
Headquarters, EMC Japan Co., Ltd. (currently Dell Technologies
100%Japan Inc.)
Jan. 2018
Executive Officer, Secondary Business General Manager, ICTBusiness Headquarters, Ricoh Company, Ltd.
Apr. 2018
Representative Director, Ricoh IT Solutions Co., Ltd.
Apr. 2020
Representative, U. Academy (to present)
Outside Director, MCJ Co., Ltd. (to present)
June 2022[Reason for nomination as candidate for Outside Director]
Ms. Unemi Yamaguchi has extensive experience in business planning, marketing, and project management operations at
global companies within the ICT field, as well as thorough knowledge of corporate management from her work. We request
her appointment as an outside director in recognition for the beneficial advice she has provided to the Group regarding generalmanagement issues, growth strategy, and future business expansion.

(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, designating Directors, Auditors, executive officers andemployees in managerial or supervisory positions at the Company (hereinafter “Directors, etc.”) as well as Directors,
etc. of the Company's subsidiaries as the insured. In the event of the Directors, etc. being liable for damages arising fromtheir duties, the said insurance contract shall compensate for damages and legal expenses to be borne by them. Provided,
however, that there are certain exemptions so that the appropriateness of the execution of duties by the Directors, etc. is
not impaired; for example, damage caused as a result of any conduct committed while knowing that the conduct is inviolation of laws and regulations shall not be covered. The candidates for Directors will be insured under the insurance
contract.
The Company bears the entire premium. The term of the contract is one year, and the Company plans to renew thecontract before its expiration in accordance with the resolution of the Board of Directors.
3. Roles expected to be played by the candidates for Outside Directors, Mr. Katsunori Ura, Mr. Gideon Franklin, Mr.
Shoichi Miyatani, and Ms. Unemi Yamaguchi, if elected as Outside Directors of the Company
The Company expects Outside Directors to assume the roles and responsibilities of: reviewing, from the perspective ofgeneral shareholders independent of the management team, if the business plans and strategies for achieving such plansdeveloped by the management team in charge of the execution of business operations are acceptable or not, and providing
beneficial advice based on his/her insight that he/she acquired through his/her experience in corporate management inother companies; verifying and evaluating the validity of the outcomes of the management, and appropriately reflecting
the evaluation results in the election and dismissal of the management team members and decision on their remuneration;and supervising important decision-making of the Board of Directors and proposals from the management team in termsof whether there are any issues including conflicts of interests and biased decisions.
4. Terms of office of Outside Directors of the Company
1) At the conclusion of this General Meeting of Shareholders, Mr. Katsunori Ura will have served 8 years as Outside
Director of the Company.

-9-

2)

5.

6.

At the conclusion of this General Meeting of Shareholders, Mr. Gideon Franklin will have served 4 years as Outside
Director of the Company.
3) At the conclusion of this General Meeting of Shareholders, Mr. Shoichi Miyatani will have served 2 years as Outside
Director of the Company.
4) At the conclusion of this General Meeting of Shareholders, Ms. Unemi Yamaguchi will have served 1 year as
Outside Director of the Company.
Liability limitation agreement with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into agreementswith Mr. Katsunori Ura, Mr. Gideon Franklin, Mr. Shoichi Miyatani and Ms. Unemi Yamaguchi to limit their liability
for damages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant tothe aforesaid agreement is the greater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws
and regulations. If their reelection is approved, the Company plans to continue the said agreements with them.
Independent Director
Mr. Katsunori Ura, Mr. Gideon Franklin, Mr. Shoichi Miyatani and Ms. Unemi Yamaguchi are Independent Directors as
stipulated by the Tokyo Stock Exchange and are registered as such at the said exchange. If their reelection is approved,
the Company plans to continue their designation as Independent Directors.

- 10 -

Proposal 3:

Election of Three (3) Auditors

The terms of office of all three (3) Auditors and one (1) Provisional Company Auditor will expire at theconclusion of this General Meeting of Shareholders.
Accordingly, the Company requests the election of three (3) Auditors.
The Board of Auditors has agreed to this proposal.
The candidates for Auditors are as follows:
No.
1

Name

Gender

Hikaru Miyamoto [New appointment]

2

Hiroyuki Aso

3

Kazuma Yasuda[Reappointment][Candidate for Outside Auditor][Independent Auditor][Reappointment][Candidate for Outside Auditor][Independent Auditor]- 11 -

Current Positions in the Company

Male

Provisional Company Auditor

MaleAuditor

Male

AuditorNo.

Name(Date of birth)

Past experience, positions and significant concurrent positions
Apr. 1987
June 1991
Dec. 2006
Oct. 2012
June 2013
Aug. 2013
Jan. 2014

1

Number ofshares of theCompany held

Joined SRG Standby Co., Ltd.
Goodwill Co., Ltd. (acquired by UNIT.COM INC.)
Director, Goodwill Co., Ltd.
General Manager, Amusement Department, UNIT.COM INC.
Director, Gotanda Denshi Co., ltd. (currently GDX Co., ltd.)
Hikaru Miyamoto
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.)(November 30, 1964)
Director, General Manager, FC & POS Development Department,
aprecio Co., Ltd.
[New appointment]
Apr. 2014
Director, General Manager, Operation & Development
Department, aprecio Co., Ltd.
[Attendance at theJune 2018
Director, General Manager, Product Department, aprecio Co., Ltd.
Board of Directors
June 2018
Director, MID Inc.
meetings]
Dec. 2022
Provisional Company Auditor, MCJ Co., Ltd. (to present)
100%
Dec. 2022
Auditor, Mouse Computer Co., Ltd. (to present)
Dec. 2022
Auditor, UNIT.COM INC. (to present)
Dec. 2022
Auditor, aprecio Co., Ltd. (to present)
Dec. 2022
Auditor, MID Inc. (to present)
Dec. 2022
Auditor, ark Co LTD. (to present)[Reason for nomination as candidate for Auditor]
Mr. Hikaru Miyamoto has served as Director of the group companies of the Company for many years, from which he gained
track record in corporate management as well as thorough knowledge of the Company’s business operation. Since his
appointment as Provisional Company Auditor in December 2022, he has been leveraging his extensive experience andknowledge to perform his responsibility as Auditor. With the expectation that he will leverage his extensive experience andknowledge to monitor the management in general and perform audit properly, the Company requests his election as Auditor.
Mr. Hikaru Miyamoto will be selected as Permanent Auditor.

- 12 -

No.

Name(Date of birth)3

Number ofshares of theCompany held

Joined Recruit Holdings Co., Ltd.
Founded Aso Certified Tax Accountant Office (to present)
Director, BeMap. Inc.
Outside Auditor, MCJ Co., Ltd. (to present)[Reappointment]
Auditor, Synnex Co., Ltd. (currently Tekwind Co., Ltd.) (to[Candidate forpresent)
Outside Auditor]
138,400
Auditor, Mouse Computer Co., Ltd. (to present)[Independent Auditor] Oct. 2006
June 2008
Outside Auditor, Glass Cube Co., Ltd. (to present)[Attendance at theMar. 2020
Director, Japan Perfect Seitai Association (to present)
Board of Directors
Apr. 2020
Outside Auditor, Studio Bros Inc. (to present)
meetings]
Dec. 2022
Outside Auditor, Modeling bros Inc. (to present)
100%
Mar. 2023
Accounting advisor, Gakusai Co., Ltd. (to present)[Reason for nomination as candidate for Outside Auditor]
Mr. Hiroyuki Aso, as certified tax accountant, is highly knowledgeable in finance and accounting, and has profound expertisein corporate management, based on his experience serving as director and auditor of other companies. He has been leveraging
his extensive experience and insight to contribute to the enhancement of the supervisory function of the Board of Directors
and the Board of Auditors through his useful remarks at the Board of Directors and the Board of Auditors.
With the expectation that he will leverage his extensive experience and knowledge to monitor the management in general andperform audit properly, the Company requests his reelection as Outside Auditor.
Apr. 1969
Joined Cosmo Securities Co., Ltd. (currently IwaiCosmo
Securities Co., Ltd.)
June 1996
Director, Cosmo Securities Co., Ltd. (currently IwaiCosmo
Securities Co., Ltd.)
Kazuma Yasuda
Apr. 1998
Managing Director, Cosmo Information Center Co., Ltd. (acquired(September 11, 1946)
by FUJITSU Limited)
Apr. 1999
Director, FUJITSU FSO LIMITED (acquired by FUJITSU[Reappointment]
Limited)[Candidate for
Executive Director, Morgan Stanley Japan Limited (currently
Sep. 1999
Outside Auditor]
Morgan Stanley MUFG Securities Co., Ltd.)105,400[Independent Auditor]
Dec. 2001
Head of Sales Department, Prudential Financial Advisors
Securities Co., Ltd. (currently Capital Partners Securities Co.,
[Attendance at theLtd.)
Board of Directors
July 2003
Director, FUJI SECURITY COMPANY (currently FUJI DR
meetings]
SECURITY Co., LTD.)100%
Apr. 2005
Executive Officer & Head of Security Service Department, FUJI
SECURITY COMPANY (currently FUJI DR SECURITY Co.,LTD.)
June 2007
Outside Auditor, MCJ Co., Ltd. (to present)[Reason for nomination as candidate for Outside Auditor]
Mr. Kazuma Yasuda is highly knowledgeable in finance and corporate finance in general, and has profound expertise incorporate management, based on his experience serving as director of other companies. He has been leveraging his extensive
experience and insight to contribute to the enhancement of the supervisory function of the Board of Directors and the Board
of Auditors through his useful remarks at the Board of Directors and the Board of Auditors.
With the expectation that he will leverage his extensive experience and knowledge to monitor the management in generaland perform audit properly, the Company requests his reelection as Outside Auditor.
Hiroyuki Aso(August 18, 1964)

2

Past experience, positions and significant concurrent positions
Apr. 1988
Jan. 2000
June 2001
June 2002
May 2005(Notes)1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, designating Directors, Auditors, executive officers andemployees in managerial or supervisory positions at the Company (hereinafter “Directors, etc.”) as well as Directors,
etc. of the Company's subsidiaries as the insured. In the event of the Directors, etc. being liable for damages arising fromtheir duties, the said insurance contract shall compensate for damages and legal expenses to be borne by them. Provided,
however, that there are certain exemptions so that the appropriateness of the execution of duties by the Directors, etc. is
not impaired; for example, damage caused as a result of any conduct committed while knowing that the conduct is inviolation of laws and regulations shall not be covered. The candidates for Auditors will be insured under the insurance
contract.

- 13 -

3.
4.

5.

6.

The Company bears the entire premium. The term of the contract is one year, and the Company plans to renew thecontract before its expiration in accordance with the resolution of the Board of Directors.
Mr. Hiroyuki Aso and Mr. Kazuma Yasuda are candidates for Outside Auditors.
Terms of office of Outside Auditors of the Company
1) At the conclusion of this General Meeting of Shareholders, Mr. Hiroyuki Aso will have served 21 years as Outside
Auditor of the Company.
2) At the conclusion of this General Meeting of Shareholders, Mr. Kazuma Yasuda will have served 16 years as
Outside Auditor of the Company.
Liability limitation agreement with Auditors
If the reelection of Mr. Hiroyuki Aso and Mr. Kazuma Yasuda is approved, the Company, pursuant to the provisions ofArticle 427, Paragraph 1 of the Companies Act, plans to continue the agreement with them to limit their liability fordamages under Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant to theaforesaid agreement is the greater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws andregulations.
Independent Auditors
Mr. Hiroyuki Aso and Mr. Kazuma Yasuda are Independent Auditors as stipulated by the Tokyo Stock Exchange and areregistered as such at the said exchange. If their reelection is approved, the Company plans to continue their designation
as Independent Auditors.

- 14 -

(Reference)
Major skills (knowledge, ability and experience) and specialties of the candidates for Directors and Auditors
Major Skills and Specialties
Experience
Personnel &Corporatein CoreGlobalFinance &Legal &
TalentManagement Business and Experience Accounting Compliance Developmen
Industry
t

No.

Name

Position and Roleat the Company

1

Yuji Takashima

Representative
Director, Chairman
CEO

●

●

2

Motoyasu Yasui

Representative
Director, President,
and COO●●

3

Takeshi Asagai

Director
Chief Administrative
officer●4

Kenji Ishito

Director
CFO●

5

Katsunori Ura

Outside Director
Advisory Member●

6

Gideon Franklin

Outside Director
Advisory Member

●

●

7

Shoichi Miyatani

Outside Director
Advisory Member

●

●

●

●

8

Unemi
Yamaguchi

Outside Director
Advisory Member

●

●

●

●

●

9

HikaruMiyamoto(New
Appointment)
Provisional
Company Auditor

●

●

10

Hiroyuki Aso

Outside Auditor
Advisory Member●

11

Kazuma Yasuda

Outside Auditor
Advisory Member●

IT &DigitalESG(Environmental,
Social, andGovernance)

●
●

●

●
●

●

●

●

●
●

●

●

●
●

●

●

●

●

●

(Notes)1. The skills in the above table do not represent all the skills and specialties that each person possesses.
2. Candidate No. 9 Mr. Hikaru Miyamoto is a new candidate for Auditor.

- 15 -●

(Reference)
Standards for Independence for Election of Outside Directors or Outside Auditors
The Company established the following requirements as standards to determine whether Outside
Directors or Outside Auditors (hereinafter referred to collectively as “Outside Officers”) are qualified to be
regarded as independent of the Company's management with no concerns of conflict of interests with generalshareholders.
1. An Outside Officer shall not be a person who is, or who has been within the 10 years preceding
appointment, an executive director, executive officer, manager or other employee (hereinafter referred tocollectively as “Executive, etc.”) of the Company or its current affiliated company (hereinafter referred
to collectively as the “Group”), or be a spouse, relative within the second degree of kinship or cohabiting
relative of such person.
2. An Outside Officer shall not be a person who falls under any of the following categories.
1) A person who is, or who has been within the last 5 years, an Executive, etc. of a company that iscurrently a major shareholder (a shareholder holding 10% or more of voting rights; the same applies
below) of the Company
2) A person who is, or has been within the last 5 years, an Executive, etc. of a company for which theCompany is currently a major shareholder
3) A person who has directly received ¥10 million or more of remuneration or monies or other properties,
including as a consideration for execution of business or transaction, from the Group in any of the last
5 fiscal years
Note that the actual situation will be carefully reviewed if the person indirectly received such
remuneration, monies or other properties.
4) An Executive, etc. of a company or other entity whose amount of payment or receipt of consideration
for business or transactions with the Group accounts for 2% or more of the annual consolidated grosssales of the company or other entity in any of the last 5 fiscal years5) An Executive, etc. of a company or other entity that has received donations or subsidies of ¥10 million
or more from the Group in any of the last 5 fiscal years6) An Executive, etc. of a company or other entity or its subsidiary that accepts a director or auditor fromthe Group7) An Executive, etc. of a financial institution or other major creditor that is critical for the Company's
financing and upon which the Company is dependent to a degree that it is irreplaceable (hereinafterreferred to as “Major Creditor, etc.”), or a person who was an Executive, etc. of a current Major
Creditor, etc. of the Company within the last 3 years8) A certified public accountant currently serving as Accounting Auditor of the Group, or a member,
partner or employee of an audit corporation currently serving as Accounting Auditor of the Group9) A certified public accountant who served as Accounting Auditor of the Group within the last 3 years,
or a member, partner or employee of an audit corporation that served as Accounting Auditor of theGroup within the last 3 years who was actually in charge of auditing of the Group (including those
who have already resigned or retired)
10) An attorney, certified public accountant, tax accountant or other consultant who does not fall under
the category of 8) or 9) above, and who has received ¥10 million or more per year of monetary orother property benefits other than remuneration as an officer from the Group in any of the last 3 fiscal
years11) A person who is a member, partner or employee of a law firm, audit corporation, tax accountant
corporation, consulting firm or other professional advisory firm (hereinafter referred to collectively
as “Firm”) that does not fall under the category of 8) or 9) above, that has received payment of 2% ormore of its consolidated gross sales from the Group in the immediately preceding fiscal year, and thathas the Group as its major client12) A spouse, relative within the second degree of kinship or cohabiting relative, or a person similar to
the foregoing, of a person stipulated in any of 1) through 7) above (excluding employees) (“A person
similar to the foregoing” means a person who has a relationship, such as having a personal interest,
that is reasonably considered to prevent him/her from fulfilling his/her duties as Independent Director
or Independent Auditor; the same applies below)- 16 -

13) A spouse, relative within the second degree of kinship or cohabiting relative, or a person similar to
the foregoing, of a person stipulated in any of 8) through 11) above
3. An Outside Officer shall not be an interested individual who shares the same livelihood as those fallingunder 1 above.
4. In addition, an Outside Officer shall not have any other circumstances that are reasonably considered toprevent him/her from fulfilling his/her duties as Independent Director or Independent Auditor.
5. An Outside Officer shall continue to maintain the requirements for independence and neutrality stipulated
in 1 through 4 above after assuming the office.

- 17 -