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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6670)
June 9, 2021
To Shareholders with Voting Rights:
Yuji Takashima
Chairman
MCJ Co., Ltd.
6-14-53, Midori-cho, Kasukabe-shi,
Saitama

NOTICE OF CONVOCATION OF
THE 23RD 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 23rd Annual General Meeting of Shareholders of MCJ Co., Ltd. (the“Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, 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 such that they are received no later
than 6:00 p.m. Japan time on Wednesday, June 23, 2021.
The Company also participates in the platform for exercising voting rights for institutional investors
operated by ICJ, Inc.
1. Date and Time:Thursday, June 24, 2021 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.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
23rd Fiscal Year (April 1, 2020 - March 31, 2021) 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 23rd Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of One (1) Substitute Auditor
Proposal 4:-1-

Proposal 5:
Proposal 6:

Revision of Amounts of Remuneration for Directors
Payment of Bonuses to Directors

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of thevenue.

4. Matters to be Disclosed on the Internet
Of the matters to be included in this Notice, pursuant to laws and regulations and the provisions of Article
19 of the Company’s Articles of Incorporation, Notes to the Consolidated Financial Statements and Notes
to the Non-consolidated Financial Statements are posted on the Company’s website on the Internet andtherefore are not included in the Attached Documents to this Notice.
The Attached Documents to this Notice are a portion of the Business Report, Consolidated andNon-consolidated Financial Statements audited by Auditors in their preparation of the Auditors’ Report,
and the Consolidated 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 andsubmit 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 Thursday, June 24, 2021 (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.
Voting rights exercise deadline:
Votes received by 6:00 p.m. Japan time on Wednesday, June 23, 2021
Exercising your voting rights via the Internet:
Please access the voting rights exercise website (https://evote.tr.mufg.jp/) from your computer,smartphone or mobile phone, enter the code and password for exercising your voting rights, which areindicated on the enclosed Voting Rights Exercise Form, and register your vote for or against the proposals
by following the on-screen instructions.
Voting rights exercise deadline:
Votes exercised by 6:00 p.m. Japan time on Wednesday, June 23, 2021.
Any revisions to the accompanying Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements will be posted on the
Company’s website.
■ The Company’s website: https://www.mcj.jp/-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’sbusiness performance, while aiming for a dividend payout ratio of 30% or above of profit attributable toowners of parent.
In light of the Company’s business performance for the 23rd fiscal year and the above policy, theCompany proposes a year-end dividend of ¥31 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¥31 per share of the Company’s common stock
Total amount: ¥3,047,458,999(3) Effective date of the dividends of surplus
Friday, June 25, 2021

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reason for the Proposal
In order to prepare for further expansion of the businesses of the Group and the enhancement andstrengthening of its management structure, the maximum number of Directors will be amended from thecurrent number of eight (8) to twelve (12).
2. Details of the Amendments
The details of the amendments are as follows.
(The underlined parts are the parts to be amended.)
Current Articles of Incorporation

Proposed Amendments(Number of Directors)
Article 20.
The number of Directors of the Company shall beeight (8) or less.

(Number of Directors)
Article 20.
The number of Directors of the Company shall be
twelve (12) or less.

-4-

Proposal 3:

Election of Seven (7) Directors

The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of
Shareholders.
Accordingly, the Company requests the election of seven (7) Directors.
The candidates for Directors are as follows:
No.

Current Positions and Responsibilities in the
Company

Name

1

Yuji Takashima[Reappointment]

Chairman & CEO

2

Motoyasu Yasui[Reappointment]

President & COO

3

Takeshi Asagai[Reappointment]

Director & Chief Administrative officer

4

Kenji Ishito[Reappointment]

Director & CFO

5

6

7

[Reappointment][Candidate for Outside Director]
Katsunori Ura[Independent Director][Reappointment]
Gideon Franklin [Candidate for Outside Director][Independent Director][New appointment]
Shoichi Miyatani [Candidate for Outside Director][Independent Director]-5-

Director

Director
-

No.

Name
(Date of birth)

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

1

2

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.)
Yuji Takashima
Aug. 1998
President & CEO, MCJ Ltd. (currently MCJ Co., Ltd.)(April 2, 1974)
Sep. 2005
Director, Synnex Co., Ltd. (currently Tekwind Co., Ltd.)
Director, Arosystem Co., Ltd. (currently UNIT.COM INC.)[Reappointment]
Chairman & CEO, MCJ Co., Ltd.
Mar. 2006
32,441,160
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
Chairman & CEO, MCJ Co., Ltd. (to present)
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 Chairman & CEO of the Company, he has been directing andoverseeing 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.
July 2001
Joined GDH, Co., Ltd. (currently GONZO K.K.)
Sep. 2002
Joined MCJ Co., Ltd.
June 2004
Manager, Finance and Accounting Department, MCJ Co., Ltd.
Apr. 2005
Executive Officer, Management Planning Department, MCJ Co.,Ltd.
Motoyasu Yasui
Aug.
2007
Manager, Industrial Growth Platform, Inc.
(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
19,100Agency[Attendance at theBoard of Directors
Oct. 2014
Principal, Industrial Growth Platform, Inc.
meetings]
Mar. 2016
Executive Officer, President’s Office, MCJ Co., Ltd.
100%
June 2016
Director, Head of Business Development & IR, MCJ Co., Ltd.
Apr. 2017
President & COO, MCJ Co., Ltd. (to present)
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)[Reason for nomination as candidate for Director]
Mr. Motoyasu Yasui, as President & COO, has been leveraging his extensive experience in corporate management and his
knowledge of management as well as accounting and finance to promote the Group’s strategic business development basedon the Mid-term Management Plan. Also, as IR officer, he is proactively launching initiatives in the disclosure of
information, including non-financial information, which would contribute to a better understanding of the Company and theGroup. With the expectation that he will continue to contribute to the enhancement of the corporate value of the Group, theCompany requests his election as Director.

-6-

No.

Name
(Date of birth)

4

Apr. 1990

Number ofshares of theCompany held

Joined The Kyowa Bank, Ltd. (currently Saitama Resona Bank,
Limited)Apr. 2001
Director, MCJ Co., Ltd.
Mar. 2006
President & CEO, MCJ Co., Ltd.
[Reappointment]
Oct. 2006
Director, Mouse Computer Co., Ltd. (to present)
1,187,100
June 2008
Director & Chief Administrative officer, MCJ Co., Ltd. (to[Attendance at thepresent)
Board of Directors
Aug. 2013
Director, Iscorporation, Co., Ltd. (currently aprecio Co., Ltd.)
meetings](to 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.
Apr. 1991
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
Nov. 2000
Head of Management Planning Department, Parquetech Co.,Ltd.
Dec. 2003
Assistant Manager, Management Department, Yokohama Jisho
Co., Ltd.
Apr. 2004
Director & Head of Administrative Department, Yokohama
Jisho Co., Ltd.
July 2005
Head of Administrative Department, Alive Community Co., Ltd.
(currently, RUDEN HOLDINGS Co., Ltd.)May 2006
Director & Head of Administrative Department, Alive
Kenji Ishito
Community Co., Ltd. (currently, RUDEN HOLDINGS Co.,(April 18, 1968)
Ltd.)
June 2007
Head of Management Planning Department, MCJ Co., Ltd.
[Reappointment]
June 2007
Director, ADTEC Corporation
87,000Aug. 2007
Executive officer, Head of Finance & Accounting Department,[Attendance at the
MCJ Co., Ltd.
Board of Directors
meetings]
June 2008
Director & Head of Finance & Accounting Department, MCJ
100%
Co., Ltd.
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.)(to present)
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.

Takeshi Asagai(December 21, 1966)

3

Past experience, positions, responsibilities
and significant concurrent positions

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Oct. 2003
Sep. 2007

5

6

Number ofshares of theCompany held

Certified as an attorney, joined Blakemore & Mitsuki
Auditor, SVC Securities Co., Ltd. (currently DMM.com
Katsunori Ura
Securities Co., Ltd.)(March 14, 1978)
July 2011
Outside Director, STYLE LINK
Jan. 2012
Partner, Blakemore & Mitsuki[Reappointment]
June 2015
Outside Director, MCJ Co., Ltd. (to present)[Candidate for Outside
Aug. 2017
Outside Auditor, Feedforce Inc.
Director]
Dec. 2017
Auditor, STYLE PORT Inc. (to present)[Independent Director]
May 2018
Outside Auditor, Fan’s Inc. (currently FANTAS technologyInc.) (to present)[Attendance at theAug. 2018
Outside Director (Audit and Supervisory Committee Member),
Board of Directors
Feedforce Inc. (to present)
meetings]
Aug. 2019
Representative Director, Gaia Co., Ltd. (to present)
100%
Oct. 2019
Outside Director, Web Co., Ltd. (to present)
Apr. 2020
Partner, The Tokyo-Marunouchi Law Offices (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 levelof 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 hiselection as Outside Director.
Sep. 1984
Joined Cazenove (currently JPMorgan Chase & Co.)
Gideon Franklin
Oct. 1986
Joined UBS Phillips & Drew (currently UBS AG)(June 28, 1962)
Jan. 1993
Director, Schweizerische Bankgesellschaft (Deutschland) AG(currently UBS Europe SE)[Reappointment]
Managing Director, Morgan Stanley Group Inc (currently[Candidate for Outside Feb. 1994
Morgan Stanley)Director]
Outside Director, Culham Prints and Drawings Ltd[Independent Director] Jan. 2004
July 2006
President, Gideon Franklin Limited[Attendance at theNov. 2007
Managing Director, Mizuho International plc
Board of Directors
Aug. 2013
CEO, Gideon Franklin Limited (to present)
meetings]
June 2019
Outside Director, MCJ Co., Ltd. (to present)
100%
Apr. 2021
CEO, Culham Prints and Drawings Ltd (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
and make 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.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1979
Jan. 2000

7

Joined NISSAN MOTOR CO., LTD.
Head of Africa and Iran Department, NISSAN MOTOR CO.,LTD.
Apr. 2003
Head of Sales Department VI, Japan Sales Division, NISSAN
MOTOR CO., LTD.
Apr. 2004
Vice President, NISSAN MOTOR CO., LTD.
Shoichi MiyataniJan. 2006
Corporate Officer, NISSAN MOTOR CO., LTD.
(February 1, 1957)
Apr. 2010
President, Nissan Motorsports International Co., Ltd.
[New appointment]
Apr. 2012
President and Chief Executive Officer (CEO), AUTECH[Candidate for Outside
JAPAN, Inc.
Director]
June 2016
Outside Statutory Auditor, NISSAN SHATAI CO., LTD.
[Independent Director] Apr. 2018
Executive Director, MM Group Holdings Co., Ltd.
Apr. 2019
Vice President, MM Group Holdings Co., Ltd.
Apr. 2021
Representative Director & President, MM Group Holdings Co.,
Ltd. (to present)
Apr. 2021
Representative Director & President, MM Creative Connect 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 ascorporate 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, theCompany requests his election as Outside Director.
(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 arisingfrom their 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 thatthe conduct is in violation 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 and Mr.
Shoichi Miyatani, 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 suchplans developed by the management team in charge of the execution of business operations are acceptable or not, andproviding beneficial advice based on his/her insight that he/she acquired through his/her experience in corporate
management in other companies; verifying and evaluating the validity of the outcomes of the management, andappropriately reflecting the evaluation results in the election and dismissal of the management team members anddecision on their remuneration; and supervising important decision-making of the Board of Directors and proposals
from the management team in terms of whether there are any issues including conflicts of interests and biased
decisions.
4. Term of office of Outside Directors of the Company
1)
At the conclusion of this General Meeting of Shareholders, Mr. Katsunori Ura will have served 6 years as
Outside Director of the Company.
2)
At the conclusion of this General Meeting of Shareholders, Mr. Gideon Franklin will have served 2 years as
Outside Director of the Company.
3)
Mr. Shoichi Miyatani is a new candidate for Outside Director.
5. Liability limitation agreement with Outside Directors
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Katsunori Ura and Mr. Gideon Franklin to limit their liability for damages under Article 423,
Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant to the aforesaid agreement is the

-9-

6.

greater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws and regulations. If thereelection of Mr. Katsunori Ura and Mr. Gideon Franklin is approved, the Company plans to continue the said
agreements with them.
If Mr. Shoichi Miyatani is elected as Director of the Company, the Company plans to enter into the same agreementwith him.
Independent Directors
Mr. Katsunori Ura and Mr. Gideon Franklin are Independent Directors as stipulated by the Tokyo Stock Exchange andare registered as such at the said exchange. If their reelection is approved, the Company plans to continue theirdesignation as Independent Directors.
If Mr. Shoichi Miyatani is elected as Director of the Company, he will be designated as an Independent Director as
stipulated by the Tokyo Stock Exchange.

- 10 -

(Reference)
Major skills (knowledge, ability and experience) and specialties of the candidates for Directors and current
Auditors
Major Skills and Specialties
Experience
Position and Role
Personnel &Corporatein CoreGlobalFinance &Legal &
at the Company
talentManagement Business and Experience Accounting Compliancedevelopment
Industry

No.

Name

1

Yuji Takashima

Chairman
CEO

●

●

2

Motoyasu Yasui

President
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(NewAppointment)

●

●

8

Shoichi
Horiguchi

Permanent Auditor

9

Hiroyuki Aso

Outside Auditor
Advisory Member●

10

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. No. 1 to 7 are the candidates for Directors in this proposal.

- 11 -

●

●

●

●

●

●

(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 withgeneral shareholders.
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 (hereinafterreferred to collectively 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
the Company is currently a major shareholder
3) A person who has directly received ¥10 million or more of remuneration or monies or otherproperties, 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 ofconsideration for business or transactions with the Group accounts for 2% or more of the annual
consolidated gross sales 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
from the Group7) An Executive, etc. of a financial institution or other major creditor that is critical for theCompany's financing and upon which the Company is dependent to a degree that it is irreplaceable(hereinafter referred to as “Major Creditor, etc.”), or a person who was an Executive, etc. of acurrent 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 Auditorof the Group 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 fallunder the category of 8) or 9) above, and who has received ¥10 million or more per year ofmonetary or other property benefits other than remuneration as an officer from the Group in any ofthe 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%
or more of its consolidated gross sales from the Group in the immediately preceding fiscal year, andthat has 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) (“Aperson 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)
13) A spouse, relative within the second degree of kinship or cohabiting relative, or a person similar- 12 -

3.
4.

5.

to the foregoing, of a person stipulated in any of 8) through 11) above
An Outside Officer shall not be an interested individual who shares the same livelihood as thosefalling under 1 above.
In addition, an Outside Officer shall not have any other circumstances that are reasonably
considered to prevent him/her from fulfilling his/her duties as Independent Director or Independent
Auditor.
An Outside Officer shall continue to maintain the requirements for independence and neutrality
stipulated in 1 through 4 above after assuming the office.

- 13 -

Proposal 4:

Election of One (1) Substitute Auditor

To prepare for circumstances wherein the number of Auditors fails to meet the number prescribed bylaws and regulations, the Company proposes the election of one (1) Substitute Auditor.
The effectiveness of this election may be cancelled based on the resolution of the Board of Directors,
provided, however, that such cancellation is done prior to the assumption of office and with the consent of
the Board of Auditors.
The Board of Auditors has given consent to this proposal.
The candidate for Substitute Auditor is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1980
Mar. 1983
July 1990
Sep. 2001
Mar. 2005
July 2008

Joined Chuo Audit Corporation
Registered as Certified Public Accountant
Joined Sanyu & Co. (Currently BDO Sanyu & Co.)
Senior Partner, BDO Sanyu & Co.
Registered as Tax Accountant
Established Togo C.P.A. Office
Representative, Togo C.P.A. Office (to present)
Jan. 2009
Founded RTB Consulting Inc.
Kazuyuki Togo
Representative Director, RTB Consulting Inc. (to present)(January 20, 1957)
Jan. 2009
Founded SSJ Tax Accountant Corporation
Senior Partner, SSJ Tax Accountant Corporation (to present)
June 2009
Outside Director, OOTOYA Holdings Co., Ltd.
June 2009
External Auditor, Kakaku.com, Inc.
June 2010
Outside Audit and Supervisory Committee Member, EXCEL
CO., LTD.
June 2016
Outside Director (Audit and Supervisory Committee Member)of EXCEL CO., LTD.
[Reason for nomination as candidate for Substitute Outside Auditor]
Mr. Kazuyuki Togo is extremely knowledgeable in corporate management, based on his extensive expertise and experience
as a certified public accountant, as well as his experience serving as director and corporate auditor at other companies. The
Company believes that he will appropriately carry out his duties as Outside Auditor.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Kazuyuki Togo is a candidate for Substitute Outside Auditor.
3. If Mr. Kazuyuki Togo assumes office as an Outside Auditor, the Company, pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act, plans to enter into an agreement with him to limit his liability for damages under
Article 423, Paragraph 1 of the same Act. The maximum amount of liability for damages pursuant to the aforesaid
agreement is the greater of a predetermined amount of ¥300,000 or more or an amount stipulated by laws andregulations.
4. 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 arisingfrom their 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 thatthe conduct is in violation of laws and regulations shall not be covered.
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.
If Mr. Kazuyuki Togo assumes office as an Outside Auditor, he will be insured under the directors and officers liability
insurance contract.
5. If Mr. Kazuyuki Togo is elected as Outside Auditor, he will be designated as an Independent Auditor as stipulated by
the Tokyo Stock Exchange.

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Proposal 5:

Revision of Amounts of Remuneration for Directors

The amount of remuneration for Directors of the Company is ¥300 million or less per year (excluding
the employee salary portion for Directors who also serve as employees), as resolved at the Extraordinary
General Meeting of Shareholders held on October 2, 2000. In order to prepare for further expansion of thebusiness of the Group and enhancement and strengthening of the management structure, and to take into
consideration factors including the duties and responsibilities of Directors and the level of remuneration atother companies, the Company proposes to revise the amounts of remuneration for Directors to ¥500
million or less per year (including remuneration of ¥50 million or less per year for Outside Directors).
Please note that the remuneration for Directors will not include the employee salary portion for
Directors who also serve as employees, as has been the case in the past.
The Company believes that this revision is necessary and reasonable in order to determine the details of
remuneration, etc. of individual Directors in accordance with the “Policy on Decisions on the Content of
Remuneration, etc. of Individual Directors” as stated on page 35 to 41 of the Business Report.
The number of Directors to whom remuneration will be paid will be seven (7) (including three (3)Outside Directors) if Proposal 3 is approved as proposed.
Proposal 6:

Payment of Bonuses to Directors

As remuneration for Directors for the fiscal year under review, the Company proposes to pay a total of¥250 million of bonuses to four (4) Directors (i.e., Directors other than Outside Directors) as of the end of
the fiscal year under review. The amount has been determined by comprehensively considering thebusiness performance based on the three indices, i.e., consolidated net sales, consolidated operating profit
and ROIC, adopted by the Company as indices for calculation of bonuses to Directors, as well as the statusof execution of operations by each Director.
The details of the performance indices, etc. related to the performance-linked remuneration, the methodof calculating the amount, and the business performance based on the three indices are as stated on page 38of the Business Report. The amount to be paid to each Director has been determined by consulting with theAdvisory Board, which consists of Independent Outside Directors and Independent Outside Auditors,
reflecting the recommendation of the Advisory Board, and then submitting to the Board of Directors for its
discussion and decision. Therefore, the Company believes that the details of the amount are appropriate.

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