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

Securities code: 4951
Date of mailing: May 31, 2024
Start date of measures for electronic provision: May 27, 2024
To our shareholders:Yo Kozuki
President & CEO
S.T. CORPORATION
4-10, Shimoochiai 1-chome,
Shinjuku-ku, Tokyo, JapanNOTICE OF THE 77TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 77th Ordinary General Meeting of Shareholders of S.T. CORPORATION(hereinafter the “Company”; this meeting, the “Meeting”) to be held as indicated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the following websites. Please access these sites to review the information.
The Company website: https://www.st-c.co.jp/ir/meeting.html (in Japanese)
In addition to the Company website, matters for which measures for providing information in electronic format are
to be taken are also posted on the website for the Tokyo Stock Exchange (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “S.T.” in “Issue name (company name)”or the Company’s securities code “4951” in “Code,” and click “Search.” Then, click “Basic information” and select“Documents for public inspection/PR information.” Under “Filed information available for public inspection,” click“Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting].”)If you are unable to attend the Meeting in person, you may exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the Ordinary General Meeting of Shareholders, and exercise
your voting rights by 5:00 p.m. on Monday, June 17, 2024 (Japan Standard Time).

-1-1. Date and Time: 10:00 a.m., Tuesday, June 18, 2024
2. Location:

Royal Hall on the third floor of the RIHGA Royal Hotel Tokyo
104-19, Totsuka-machi 1-chome, Shinjuku-ku, Tokyo, Japan

3. Agenda:
Matters to be reported
1. Business Report, Consolidated Financial Statements and Audit Report on Consolidated Financial Statements
by the Accounting Auditor and Audit Committee for the 77th fiscal term (from April 1, 2023 to March 31,2024)
2. Non-Consolidated Financial Statements for the 77th fiscal term (from April 1, 2023 to March 31, 2024)
Matters to be resolved
Proposal No. 1
Approval of Partial Share Exchange Plan
Proposal No. 2
Election of Nine (9) Directors
4. Matters Determined Concerning the Convocation
If any shareholder wishes to split a vote, he or she must notify the Company in writing or via electronic means tothat effect and the reasons for splitting the vote at least three days before the Meeting.
- If you attend the Meeting in person, please deliver the ballot sent to you and this notice of convocation to the reception desk at the
Meeting site. No souvenirs will be made available.
- If revisions are made to matters for which measures for providing information in electronic format are to be taken, a notice of therevisions and the matters before and after the revisions will be posted on each of the aforementioned websites.
- Paper-based copies containing the matters for which measures for providing information in electronic format are to be taken will besent along with this notice of convocation to those shareholders who request paper-based copies, but the following matters will not
be included, in accordance with the provisions of laws and regulations and the Articles of Incorporation of the Company.
• The “System to Ensure Appropriate Operations” from the Business Report• The “Consolidated Statements of Changes in Net Assets” and the “Notes to Consolidated Financial Statements” from theConsolidated Financial Statements• The “Non-Consolidated Statements of Changes in Net Assets” and the “Notes to Non-Consolidated Financial Statements” fromthe Non-Consolidated Financial Statements
As such, the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements in this paper-based
copy are part of the documents that are audited when the accounting auditors create their accounting audit reports and when the
Audit Committee creates its audit report.

-2-

Shareholder opinion contact form
● The Company maintains a shareholder contact page on our corporate website for inquiries, opinions, questions and othercommunications from our shareholders. If you have any comments or suggestions regarding matters for reporting or
resolution at this year’s General Meeting of Shareholders, please contact us through the shareholder contact page on our
website. Based on the feedback we received through the year, we plan to provide explanations about topics that we thinkmost shareholders will be interested in at the General Meeting of Shareholders. Please note that feedback regarding theGeneral Meeting of Shareholders this year does not constitute a notification as set forth in Article 71, item (i), (a) of theRegulations for Enforcement of the Companies Act, and the Company may therefore not respond to each individual
feedback.
********************************************************************
Shareholder contact page (in Japanese)(https://www.st-c.co.jp/contact/inquiry/index/3)********************************************************************
Viewing the Meeting on-demand
A video of the Meeting will be available on-demand on our website at a later date.

-3-

Proposal No. 1

Approval of Partial Share Exchange Plan

The Company resolved at its Board of Directors meeting held on May 20, 2024, to conduct a partial share exchange(hereinafter the “Partial Share Exchange”) where the Company will be a parent company resulting from a sharepartial exchange and Shaldan Co., Ltd. (hereinafter “Shaldan”) will be a subsidiary company resulting from a partial
share exchange, and approved a partial share exchange plan (hereinafter the “Partial Share Exchange Plan” or the“Plan”) for the Partial Share Exchange.
The Proposal is to request your approval for the Partial Share Exchange Plan stated below.
Reasons for conducting the Partial Share Exchange, details of the Partial Share Exchange Plan, and other mattersregarding the Proposal are as follows.
1.

Reasons for conducting the Partial Share Exchange

Since its establishment in 1946, the Company has embraced a management philosophy of contributing to society byproviding customers with the most reliable products, and has grown by offering solutions to a variety of trouble andinconvenience in daily lives and providing customers with “freshness and comfort.”
Meanwhile, the Company recognizes that its surrounding business environment has been changing at an accelerated
pace. The Company acknowledges that it needs to contribute to solving various issues in response to social needs forfurther efforts in corporate ESG (Environmental, Social and Governance) strategies and governance-related actions,on top of dealing with the lifestyle diversification observed before and after the COVID-19 pandemic in particular,
and to steadily take necessary measures in anticipation of upcoming risks.
Under these conditions, the Group is working on “further increasing profits in existing core businesses,”“countermeasures to soaring material costs,” “investment towards domains for growth and development of new
businesses,” and “creating a base to survive periods of ESG” in order to improve its brand value and enable
sustainable growth. Among them, in “creating a base to survive periods of ESG,” the Group has formulated asustainability policy and revised its environment, human rights, and procurement policies to clarify its stance onsustainability and ESG. In addition, the Group has developed a plan based on these policies and thoroughly discusses
them at the newly established Sustainability Committee.
In terms of corporate governance, the Company, as a global company listed on the Prime Market of TSE, isstrengthening its governance and working on improvement of capital efficiency by changing its management
indicator from “operating income margin” to “return on equity (ROE),” in order to conduct management with anawareness of capital cost and return on invested capital. The Company will also set the agile execution of capital
policies in response to the management environment as one of its material issues.
In the course of such efforts, the Company, under the current management execution structure launched in June 2023,
considered the revision of its capital policies and concluded that promptly resolving the discrepancy between
demands from the capital market and the Company’s current shareholder composition and its stock liquidity would
be a significant issue in enhancing its corporate value.
That is, Shaldan Co., Ltd., the Company’s largest shareholder and an unlisted company (owning 5,587,000 sharesand 24.8% of voting rights of the Company), also falls under the category of “other affiliated companies” and thisshareholder composition has contributed to securing the Company’s management stability, whereas the capital andmanagement of the companies have continued to appear practically integrated as the Company’s founding family isamong shareholders of Shaldan. Also, due to this shareholder composition, liquidity of the Company’s stock has
been relatively restricted.
As a means to improve the above situation, the Company has decided to conduct the Partial Share Exchange making
Shaldan a subsidiary. Through the Partial Share Exchange, the Company’s shares held by Shaldan will be directly
held by individuals and companies that are shareholders of Shaldan responding to the Partial Share Exchange, andresultantly, no fixed major shareholders will exist for the Company, which will likely lead to enhancement ofcorporate governance and improvement of stock liquidity in terms of shareholder composition. Also, the Company
believes that a partial share exchange, unlike a share exchange, would enable the Company to make Shaldan asubsidiary while also respecting the will of Shaldan’s shareholders, and that this scheme is the most desirable method
for the Company from the medium- to long-term perspective.
In addition, the Company will issue only its shares in the Partial Share Exchange as consideration for shares of
Shaldan, which will become a subsidiary of the Company, and thus no funds will flow out of the Company. This way,
the Company believes that the Partial Share Exchange would help improve the Company’s shareholder composition-4-and its stock liquidity, consequently contributing to further enhancement and improvement of corporate governanceand shareholder value.
After conducting the Partial Share Exchange, the Company plans to conduct a merger where the Company will be
surviving and Shaldan will be disappearing. This merger is a response to Shaldan, which will have become asubsidiary of the Company after the completion of the Partial Share Exchange, being required to dispose of theCompany’s shares it holds at an appropriate time (Article 135, paragraph (3) of the Companies Act). Also, theCompany’s shares will temporarily increase, but the Company will examine the cancellation of treasury shares
toward enhancing its corporate value.
2. Outline of details of the partial share exchange plan
An outline of details of the partial share exchange plan is as follows.

Partial Share Exchange Plan (Copy)
S.T. Corporation (hereinafter the “Company”) shall formulate a partial share exchange plan (hereinafter the “Plan”)
as follows, in conducting a partial share exchange (hereinafter the “Partial Share Exchange”) where the Company
will be a parent company resulting from a partial share exchange and Shaldan Co., Ltd. (hereinafter “Shaldan”) will
be a subsidiary company resulting from a partial share exchange.
Article 1

Name and address of the subsidiary company resulting from the partial share exchange

The name and address of Shaldan are as follows.
Name:
Shaldan Co., Ltd.
Address:
17-11, Sakurashinmachi 1-chome, Setagaya-ku, Tokyo
Article 2

Lower limit number of shares of the subsidiary company resulting from the partial share exchange tobe accepted by the parent company resulting from the partial share exchange in the Partial Share
Exchange

The lower limit number of common shares of Shaldan to be accepted by the Company shall be 136,000 shares.
Article 3

Shares to be delivered to the transferor of shares of the subsidiary company resulting from the partial
share exchange in the Partial Share Exchange and the allotment thereof

1. In the Partial Share Exchange, the Company shall deliver to the transferor of common shares of Shaldan thenumber of common shares of the Company obtained by multiplying the total number of common shares of
Shaldan to be transferred by 20.41 as consideration for such common shares.
2. In the Partial Share Exchange, the Company shall allot to the transferor of common shares of Shaldan 20.41
common shares of the Company for one (1) common share of Shaldan.
Article 4

Amount of stated capital and reserves of the parent company resulting from the partial share exchange

The amount of stated capital and reserves of the Company that should be increased in the Partial Share Exchange
shall be as follows.
(1) Amount of stated capital
0 yen(2) Amount of capital reserves
The amount to be prescribed separately by the Company pursuant to
Article 39-2 of the Regulations on Corporate Accounting(3) Amount of retained earnings reserves
0 yen
Article 5

Date of application for the transfer of shares of the subsidiary company resulting from the partial shareexchange

The date of application for the transfer of common shares of Shaldan shall be June 28, 2024. However, the Company
shall be entitled to change the above schedule if it is necessary to do so for procedural needs regarding the Partial
Share Exchange or for other reasons.

-5-Article 6

Effective date for the Partial Share Exchange

The effective date (hereinafter the “Effective Date”) for the Partial Share Exchange shall be July 1, 2024. However,
the Company shall be entitled to change the above schedule if it is necessary to do so for procedural needs regarding
the Partial Share Exchange or for other reasons.
Article 7

Conditions for execution of the Partial Share Exchange

The Plan shall cease to be valid if it fails to obtain approval by resolution at the Company’s General Meeting of
Shareholders by the date prior to the Effective Date.
Article 8

Changes in the Plan and cancellation of the Partial Share Exchange

The Company shall be entitled to change the details of the Plan or cancel the Partial Share Exchange if such an event
occurs as may materially affect the execution of the Partial Share Exchange in the period between the date offormulating the Plan and the Effective Date, making it difficult to achieve the purpose of the Partial Share Exchange.
Article 9

Non-prescribed matters

In addition to matters prescribed in the Plan, the Company shall determine matters regarding the Partial Share
Exchange in accordance with the purpose of the Partial Share Exchange.
May 20, 2024
Yo Kozuki
President & CEO
S.T. CORPORATION
4-10, Shimoochiai 1-chome,
Shinjuku-ku, Tokyo, Japan-6-

3. Overview of details of the items prescribed in Article 213-2 of the Regulations for Enforcement of the Companies
Act (excluding item (vi) and item (vii))(1) Reasons for determining that the lower limit number of shares of the subsidiary company resulting from thepartial share exchange to be accepted by the parent company resulting from the partial share exchange meets therequirement prescribed in Article 774-3, paragraph (2) of the Companies Act (Article 213-2, item (i) of theRegulations for Enforcement of the Companies Act)In the Partial Share Exchange Plan, the Company has set the lower limit number of common shares of Shaldan to be
accepted at 136,000 shares.
The Company has confirmed, based on the registration information of Shaldan as of May 17, 2024, that the total
number of issued common shares of Shaldan was 204,000 shares as of the same day and that Shaldan had issued noclass shares with voting rights as of the same day, and has verified with Shaldan that the registration information
accurately reflected the status of the issued shares of Shaldan as of the same day and that Shaldan had no plan toissue or grant shares, share options, bonds with share options, and other rights convertible to shares of Shaldan in the
period between the same day and the Effective Date.
Taking the above into consideration, the Company has determined that setting the lower limit number of commonshares of Shaldan to be accepted in the Partial Share Exchange at 136,000 shares meets the requirement prescribedin Article 774-3, paragraph (2) of the Companies Act.
(2) Matters regarding the appropriateness in the provisions on the matters set forth in Article 774-3, paragraph (1),item (iii) through item (vi) (Article 213-2, item (ii) of the Regulations for Enforcement of the Companies Act)
1) Details of allotment in the Partial Share Exchange
The Company will allot and deliver 20.41 common shares of the Company for one (1) common share of Shaldan.
All the common shares the Company will deliver as allotment in the Partial Share Exchange will be shares theCompany will newly issue. The lower limit number of common shares of Shaldan to be accepted by the Company
will be 136,000 shares. The number of common shares of the Company to be allotted and delivered when the
Company accepts this lower limit number of shares will be 2,775,760 shares, the number of common shares of theCompany to be allotted and delivered when the Company accepts all shares of Shaldan will be 4,163,640 shares, andthe ratios to the Company’s total number of issued shares of 23,000,000 as of March 31, 2024 will be 12.1% and18.1%, respectively.
S.T.
Parent Company in the Partial Share
Exchange
Delivery Ratio of Common Shares in
the Partial Share Exchange
Number of Shares to Be Delivered in
the Partial Share Exchange

ShaldanSubsidiary Company in the Partial
Share Exchange
1

20.41

Number of common shares: 4,163,640 shares (plan)

Notes: 1. Handling of shares less than one share unit
Shaldan’s shareholders who receive an allotment of common shares of the Company constituting less than one share unit
(100 shares) (hereinafter the “Shares Less Than One Share Unit”) as a result of the Partial Share Exchange cannot sell the
Shares Less Than One Share Unit they hold on the Tokyo Stock Exchange. Pursuant to the provision of Article 192,
paragraph (1) of the Companies Act, Shaldan’s shareholders who hold Shares Less Than One Share Unit may request that
the Company purchase the Shares Less Than One Share Unit they hold.
2. Treatment of fractional shares less than one share
For Shaldan’s shareholders who receive an allotment of a fractional share less than one share of the Company as a result of
the Partial Share Exchange, the Company may, pursuant to the provisions of Article 234 of the Companies Act and otherrelevant laws and regulations, sell the number of shares of the Company equivalent to the sum of the fractional shares anddeliver the proceeds from the sale to those shareholders in proportion to the fractional shares attributed to them.

2) Grounds, etc. for details of allotment in the Partial Share Exchange(i)

Grounds and reasons for details of allotment

In considering the partial share exchange ratio for the Partial Share Exchange, with the aim of ensuring the fairness
and appropriateness, the Company selected KPMG FAS Co., Ltd., a third-party institution independent of theCompany and Shaldan, and obtained a report on calculation of partial share exchange ratio as of May 17, 2024.
-7-

Referring to these calculation results, the Company comprehensively considered and conducted repeated analyses
on the status of assets and liabilities of Shaldan, its current situation and future prospects and other factors. As aresult, the Company decided that the partial share exchange ratio specified in the above “(2) 1) Details of allotmentin the Partial Share Exchange” would be appropriate, not undermining the interest of the Company’s shareholders,
as it is within the partial share exchange ratio range calculated by KPMG FAS Co., Ltd.
In the event of any material change in the terms and conditions on which the calculation is based, or as a result of
deliberations between the Company and shareholders of Shaldan, the partial share exchange ratio may be changed.
(ii) Matters regarding calculation(a) Name of the valuation institution and its relationship with the Company and Shaldan
KPMG FAS Co., Ltd. is not classified as a related party of either the Company or Shaldan, and has no significant
interest in the Partial Share Exchange.
(b) Outline of calculation
When evaluating the Company’s share value as consideration in the Partial Share Exchange, KPMG FAS Co., Ltd.
determined that the market price method would provide sufficiently appropriate results, on the grounds that theCompany’s common stock is listed on the Prime Market of TSE and has a certain degree of liquidity, and thus used
the market price method in its calculation. When evaluating Shaldan’s share value, KPMG FAS Co., Ltd. used theadjusted net asset method in its calculation to reflect unrealized gains/losses on assets, considering that Shaldan is
an unlisted company and that its main asset is the Company’s shares.
The calculation result of the partial share exchange ratio for one (1) common share of Shaldan, when the value forone (1) common share of the Company is one (1), is as follows.
Calculation Result of Partial Share Exchange Ratio
19.29―22.21
In the market price method, with May 17, 2024 set as the reference date for calculation, the Company’s share value
was analyzed based on the closing price on the Prime Market of TSE on the reference date for calculation and thesimple average closing prices for the preceding one-month, three -month, and six-month periods.
Calculation Method

Calculation Result (Per-Share Value)

Market Price Method

1,527―1,549 yen

In the adjusted net asset method, Shaldan’s share value was analyzed by calculating the amount of adjusted net assetsthat reflected unrealized gains, etc. of the Company’s shares held by Shaldan in the book-value net assets on thebalance sheet of Shaldan as of February 29, 2024. Unrealized gains of the Company’s shares held by Shaldan were
calculated by applying a certain discount on the abovementioned market price method analysis.
Calculation Method

Calculation Result (Per-Share Value)

Adjusted Net Asset
Method29,461―34,395 yen

In calculating the partial share exchange ratio, KPMG FAS Co., Ltd., used information provided by the Company
and Shaldan and publicly available information, etc. basically as they are, assumed that the documents andinformation, etc. are accurate and complete with no facts that may materially affect its calculation of the partial shareexchange ratio remaining undisclosed to KPMG FAS Co., Ltd., and has not independently verified their accuracy
and completeness. In addition, KPMG FAS Co., Ltd. has not undertaken any independent evaluation, appraisal orassessment of any of the assets or liabilities of the Company and Shaldan (including contingent liabilities except for
the Company’s shares held by Shaldan) including any analysis or evaluation of each individual asset or liability, nor
has it made any request to a third-party institution for an appraisal or assessment of such. The calculation results by
KPMG FAS Co., Ltd. reflect the information and economic conditions available as of May 17, 2024. The calculation
results of the partial share exchange ratio by KPMG FAS Co., Ltd., are not to express its opinion on the fairness of-8-the partial share exchange ratio in the Partial Share Exchange, and the Company has not obtained any written opinion
expressing that the partial share exchange ratio in the Partial Share Exchange is fair for general shareholders of theCompany from the financial point of view (the “Fairness Opinion”).
(iii) Measures to ensure fairness
Since Shaldan, the subsidiary company resulting from the Partial Share Exchange, holds 24.8% of voting rights of
total shareholders of the Company (as of March 31, 2024), the following measures have been taken to ensure thefairness of the Partial Share Exchange.
(a) Calculation report from independent third-party valuation institution
In conducting the Partial Share Exchange, in order to ensure the fairness of the Partial Share Exchange, the Company
obtained a report on calculation of partial share exchange ratio from KPMG FAS Co., Ltd., a third-party valuation
institution independent of the Company and Shaldan. Also, the Company has not obtained from KPMG FAS Co.,
Ltd., any written opinion expressing that the partial share exchange ratio in the Partial Share Exchange is appropriate
from the financial point of view (the “Fairness Opinion”).
(b) Advice from financial advisor
The Company selected Capital Strategy Consulting Co., Ltd., as its financial advisor for the Partial Share Exchange,and has obtained advice from the financial point of view with respect to calculation of the partial share exchange
ratio, etc.
(c) Advice from law office
The Company selected Nishimura & Asahi (Gaikokuho Kyodo Jigyo) as its legal advisor and has obtained advice inprocedures and decision-making method and process, etc. for the Partial Share Exchange from the legal point of view,and based on this advice, the Company has worked on the formulation of the Partial Share Exchange Plan, etc.
(iv) Measures to avoid conflicts of interest
As no shareholder or director of Shaldan is among directors of the Company, there is no possible conflict of interest.
Nevertheless, from the perspective of quickly ensuring the appropriateness and fairness of the Partial Share Exchange
for general shareholders of the Company, a special committee (hereinafter the “Special Committee”) was set up
comprising independent outside directors of the Company Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko
Wachi and Masayoshi Miyanaga, and in considering the Partial Share Exchange, the Company has sought advice
from the Special Committee, regarding 1) the validity and reasonableness of the purpose of the Partial Share
Exchange; 2) the fairness and appropriateness of the terms and conditions for the Partial Share Exchange; 3) the
fairness of the procedures for the Partial Share Exchange; 4) whether or not the Partial Share Exchange may beconsidered not disadvantageous to general shareholders of the Company; and 5) whether or not the Company’s Boardof Directors should execute the Partial Share Exchange based on the above points 1) through 4).
The Special Committee held a total of four meetings in the period between March 7, 2024, and May 20, 2024.
The Special Committee reviewed relevant documents and received explanations from related parties. Under suchcircumstances, after carefully considering the calculation results in the report on calculation of partial share exchange
ratio and details of explanations, etc. from related parties, the Company submitted to its Board of Directors as of
May 20, 2024, a report indicating that the Partial Share Exchange can be determined not disadvantageous to generalshareholders of the Company on the grounds that the Partial Share Exchange would contribute to corporate valueenhancement; the purpose of the Partial Share Exchange is valid and reasonable; the partial share exchange ratio in
the Partial Share Exchange can be recognized as fairly determined and appropriate; the negotiation process leading
to the Partial Share Exchange and procedures for the Partial Share Exchange are fair.
(v) Matters regarding the appropriateness of the amounts of increases in the Company’s stated capital and reservesin the Partial Share Exchange
The amounts of increases in the Company’s stated capital and reserves in the Partial Share Exchange are as follows.
The Company considers this treatment appropriate as the Company has comprehensively taken into account theCompany’s capital policies and other circumstances after the Partial Share Exchange, and it has been determined to
be within the scope of laws and regulations.
Amount of stated capital
0 yen
Amount of capital reserves
The amount to be prescribed separately by the Company pursuant to
Article 39-2 of the Regulations on Corporate Accounting-9-

Amount of retained earnings reserves

0 yen(3) Matters regarding the appropriateness in the provisions on share options, etc. to be delivered in a partial shareexchange (Article 213-2, item (iii) of the Regulations for Enforcement of the Companies Act)Not applicable.
(4) Matters regarding a subsidiary company in a partial share exchange (Article 213-2, item (iv) of the Regulations
for Enforcement of the Companies Act)
1) Details of financial statements, etc. in the last fiscal year
The financial statements, etc. of Shaldan in the last fiscal year are as shown in Appendix.
2) Details of extraordinary financial statements, etc. after the end of the last fiscal year
Not applicable.
3) Significant subsequent events after the end of the last fiscal year
Not applicable.
(5) Matters regarding a parent company in a partial share exchange (Article 213-2, item (v), (a) of the Regulations
for Enforcement of the Companies Act)The Company, at the Board of Directors meeting held on May 20, 2024, resolved to conduct the Partial Share
Exchange and approved the Partial Share Exchange Plan. The details of the Partial Share Exchange Plan are as shownin the above 2. and the Company, after conducting the Partial Share Exchange, plans to execute a merger where theCompany will be surviving and Shaldan will be disappearing.

- 10 -

Appendix
Business Report for the 43rd Term
(From March 1, 2023 to February 29, 2024)
1. Matters regarding the current status of the company(1) Business progress and results
Operating loss for the current fiscal year was 15,855,031 yen, while ordinary profit was 196,682,807 yen and profit
was 168,611,155 yen.
(2) Status of assets and profits/losses in the preceding fiscal years

The 41st Term

The 42nd Term

–

–

(Yen)
The 43rd Term(the current fiscal
year)–

Operating loss (loss)(17,493,297)(18,117,272)(15,855,031)

Ordinary profit

173,113,472

180,421,647

196,682,807

Profit150,487,648

156,258,739

168,611,155

737.68765.97826.53

Total assets

3,322,096,028

3,378,941,099

3,388,887,647

Net assets

1,593,639,653

1,749,898,392

1,918,509,547

7,811.96

8,577.93

9,404.46

Net sales

Basic earnings per share

Net assets per share(3) Main businesses

The company engages in non-life insurance agency business and real-estate leasing business, etc.
(4) Main offices
Head office(5) Main creditors and borrowings
Creditors
Mizuho Bank, Ltd.
The Bank of Tokyo-Mitsubishi
UFJ, Ltd.

Outstanding borrowings
1.2 billion yen
100 million yen

2. Matters regarding shares(1) Total number of authorized shares

480,000(2) Total number of issued shares

204,000 (no treasury shares)(3) Number of shareholders at the end of the current fiscal year11

- 11 -

(4) Status of top 10 shareholders

Kanichi Suzuki

Number ofshares held
49,240Common shares

Chizuko Mikami

26,480Common shares

Atsuko Fujikawa

25,120Common shares

Takako Suzuki

25,120Common shares

Setsuko Fujii

19,480Common shares

Satoko Tamura

19,480Common shares

Suzuki Seiichi Shoten Ltd.

11,000Common shares

Fujii Planning

10,000Common shares

Kaoru Fujiwara

8,160

Common shares

Aoi Suzuki

8,160

Common shares

Name of shareholder

Type of shares

3. Matters regarding directors
Name

Position

Chizuko Mikami

Representative
Director

Takako Suzuki

Director

Setsuko Fujii

Director

Kanichi Suzuki

Director

Significant concurrent positions outside thecompany

Former Director and President & CEO of S.T.
Corporation

Kaoru Fujiwara

Director
Audit & Supervisory
Former Director and Chairman of S.T.
Takashi Suzuki
Board Member
Corporation
Note: Keiko Suzuki, Aoi Suzuki, and Satoko Tamura retired as directors as of May 17, 2023.

- 12 -

4. Non-consolidated financial statements of this company(1) Balance sheet (as of February 29, 2024)(Thousands of Yen)
Assets
Account
Current assets
Cash and deposits

Liabilities
AmountAccount

Amount244,967
225,340

Current liabilities
Income taxes payable

11,378
11,133

Prepaid expenses
Accounts receivable - other

1,480
18,146

Deposits received
Non-current liabilities

244
1,459,000

Non-current assets
Investments and other assets

3,143,920
3,143,920

Investment securities

3,143,920

Long-term borrowings

1,459,000

Total liabilities

1,470,378
Net assets

Shareholders’ equity
Share capital

Total assets
Note:3,388,887

1,918,509
51,000Capital surplus
Legal capital surplus

51,00051,000Retained earnings
Legal retained earnings

1,816,509
7,304

Other retained earnings
General reserve

1,809,205
40,000Retained earnings brought
forward1,769,205

Total net assets

1,918,509

Total liabilities and net assets

3,388,887

The amounts shown are rounded down to thousands.

- 13 -

(2) Statement of income (March 1, 2023―February 29, 2024)(Thousands of Yen)
Account

AmountGross profit
Selling, general and administrative expenses–

Remuneration for directors (and other officers)
Entertainment transportation expenses

12,437172

Meeting expenses
Travel and transportation expenses

101
180

Supplies expenses
Office supply expenses

37Commission expenses
Taxes and dues

128
74

Fee expenses

2,748

Total selling, general and administrative expenses

15,855

Operating loss
Non-operating income

15,855Interest income
Dividend income

2,098
229,084

Total non-operating income

229,086

Non-operating expenses
Interest expenses

16,548

Total non-operating expenses

Note:

16,548

Ordinary profit

196,682

Profit before income taxes

196,682

Income taxes - current

28,071

Profit168,611

The amounts shown are rounded down to thousands.

- 14 -

(3) Statement of changes in equity (March 1, 2023―February 29, 2024)(Thousands of Yen)
Shareholders’ equity
Capital surplus
SharecapitalBalance at beginningof period
Changes during
periodChanges during
periodTotal changes during
periodBalance at end of
period

Note:

Legal
capitalsurplus51,000Retained earnings

Total
capitalsurplus51,000Legalretainedearnings

51,000

Other retained earnings
Retained
Generalearnings
reservebrought
forward

7,304

40,000Total net
assetsTotal retained
earnings

Total
shareholders’equity1,600,594

1,647,898

1,749,898

1,749,898

168,611

168,611

168,611

168,611

–

–

–

–

–

168,611

168,611

168,611

168,61151,00051,00051,0007,304

40,0001,769,205

1,816,509

1,918,509

1,918,509

The amounts shown are rounded down to thousands.

(4) Notes to Non-Consolidated Financial Statements
Notes to Significant Accounting Policies
1. Standards and methods for valuation of assets
1) Standards and methods for valuation of securities
Affiliated company shares……moving average cost method
Notes to Statement of Changes in Equity
1. Number of issued shares at the end of the current fiscal year
Common Stock 204,000 shares
2. Number of treasury shares as of the last day of this fiscal year
Not applicable.
3. Dividends of surplus conducted during this fiscal year
Not applicable.
4. Number of shares of this company pertaining to share acquisition rights as of the last day of this fiscal year
Not applicable.
5. Number of shares that will be the purpose of share options issued by this company as of the last day of this fiscal
year (excluding those for which the first day of the exercise period has not arrived)
Not applicable.

- 15 -

Audit Report
I audited the non-consolidated financial statements and supplementary schedules for the 43rd term from March 1,2023 to February 29, 2024. I hereby report the method and results of the audit as follows.
The scope of the audit by the Audit & Supervisory Board Members was limited to accounting matters and, therefore,
the Audit & Supervisory Board Members were not authorized to audit the business report.
1. Auditing methods and content of audit
As an Audit & Supervisory Board Member, I received reports on a regular basis from the Directors, etc. regarding
the execution of their duties related to accounting, and reviewed important decision-making documents related toaccounting.
In addition, I examined accounting records and related materials, and reviewed the non-consolidated financial
statements and supplementary schedules for the fiscal year under review.
2. Results of audit
The non-consolidated financial statements and supplementary schedules present fairly, in all material respects, thefinancial position and results of operations of the company.
April 18, 2024
Shaldan Co., Ltd.
Audit & Supervisory Board Member Takashi Suzuki (Seal)- 16 -

Proposal No. 2

Election of Nine (9) Directors

At the conclusion of this general meeting of shareholders, the terms of office of all nine (9) directors will expire.
Therefore, the Company proposes the election of nine (9) Directors pursuant to the resolution of the Nomination
Committee.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibilities in the Company

1

Yo Kozuki

Reappointment

Chairman of the Board, President & CEO

2

Seiichi Nishida

Reappointment

Executive Vice President & CDO*

3

Koichi Yoshizawa

Reappointment

Managing Executive Officer

4

Kazunari Yamamoto

New election

Executive Officer

5

Shinzo Maeda

6

Shoichiro Iwata

7

Hiroko Noda

8

Yoko Wachi

9

Masayoshi Miyanaga

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent* CDO: Chief Digital Officer- 17 -

Nomination

Nomination
Compensation

Nomination
Audit
Compensation
Nomination
Audit
Compensation
Nomination
Audit
Audit
Audit
Compensation

Areas of expected contribution by the candidate
Candidate

Management
strategy

Name

No.

Innovation

Sustainability

MarketingGlobalbusinessIT/digitalFinance/accounting

Compliance/risk
management

1

Yo Kozuki○

2

Seiichi Nishida○

3

Koichi Yoshizawa

4

Kazunari
Yamamoto

5

Shinzo Maeda○

6

Shoichiro Iwata○

7

Hiroko Noda

○

○

8

Yoko Wachi

○

○

9

Masayoshi
Miyanaga○○

Nomination
Audit
Compensation
New election
OutsideIndependent

○
○

○
○

○

○

○
○

○

Nomination Committee member
Audit Committee member
Compensation Committee member
Candidate for newly elected Director
Candidate for outside director
Candidate for independent officer- 18 -

○
○

○

○

○

○

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987
Apr. 2002
Feb. 2004
Apr. 2008
Oct. 2009

1

Number of theCompany’s shares
ownedJoined the Company
Manager, Sales Planning Group
Chief, Hiroshima BranchManager, Management Planning Group
Executive Officer, in charge of the Marketing
Division
Feb. 2011
Executive Officer, in charge of the R&D
Division
Jun. 2012Managing Executive Officer, in charge of the
Global Marketing Division
Oct. 2013
Managing Executive Officer, in charge of theSales Division
Oct. 2019
Managing Executive Officer, in charge of theBusiness Administration Division, the Corporate
Communication Division
Sept. 2021
Managing Executive Officer, in charge of theProfessional Use Business, President of
20,000S.T.PRO Co., Ltd. (Company subsidiary)May
2023
Managing
Executive
Officer,inchargeofthe
Yo Kozuki
Professional Use Business(July 29, 1963)
Jun. 2023
Chairman of the Board, President & CEO, incharge of overall management
Reappointment
Nov. 2023
Chairman of the Board, President & CEO, incharge of overall management, the Customer
Attendance at Board ofFirst Promotion Headquarters, the New BusinessDirectors and other meetings
Development Office, the Strategic Investment
Board of Directors meetings
Office, Head of the Customer First Promotion
11/11
Headquarters
Nomination Committee
meetings 6/6
Apr. 2024
Chairman of the Board, President & CEO, incharge of overall management, the New
Business Development Office, the Strategic
Investment Office, the Customer Relation Office(current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Since joining the Company in 1987, Mr. Kozuki has a wealth of experience having worked primarily in the Sales andMarketing Divisions and also has been involved in marketing, R&D, sales, business administration, corporate
communication, and served as President of the subsidiary of professional use business before assuming his position as
President & CEO of the Company in June 2023. He has made significant achievements, such as creating a solid
foundation for the Company’s primary brand. He has once again been nominated as a candidate for director in
expectation of his effectiveness in management supervision.

- 19 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987
Jun. 2010

2

Number of theCompany’s shares
ownedJoined Nippon Life Insurance Company
Director, General Manager of the Corporate
Planning Department, Nissay Information
Technology Co., Ltd.
Apr. 2011
Director, General Manager of the Corporate
Planning Department, General Manager of theLegal Affairs and Compliance Management
OfficeApr. 2018
Director, Executive Officer, General Manager of
the Corporate Planning Department, Nissay
Leasing Company, Limited
Apr. 2020
Dispatched to the Company, Manager assigned
to the President
Jun. 2020
Manager, Business Management Division
Apr. 2021
Joined the Company, Executive Officer, incharge of the Business Management DivisionJun. 2021
Director, Executive Officer, in charge of theBusiness Management Division
Sept. 2021
Director, Executive Officer, in charge of theBusiness Management Division, the Corporate
1,000
Planning Office, New Business Development
Oct. 2021
Director, Executive Officer, in charge of theSeiichi Nishida
Business Management Division, the Corporate(April 3, 1963)
Planning Office, the ESG Promotion Office,
New Business Development
Reappointment
Apr. 2022
Director, Managing Executive Officer, in chargeof the Corporate Value Enhancing Division, theAttendance at Board of
Customer First Promotion Division, New
Directors and other meetings
Business Development, Management Reform
Board of Directors meetings
Apr. 2023
Director, Senior Managing Executive Officer, in
13/13
charge of the Business Administration
Headquarters, the Corporate Value Enhancing
Headquarters, the Customer First Promotion
Headquarters, the New Business Development
Office, Management Reform
Nov. 2023
Director, Executive Vice President & CDO, incharge of the Corporate Value Enhancing
Headquarters (current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Mr. Nishida has a wealth of experience, leveraging his experience from prior roles and, since joining the Company in
2021, he has served in various capacities, including as Executive Officer in charge of the Business Management
Division, Executive Officer in charge of the Corporate Planning Office, Executive Officer in charge of the ESG
Promotion Office, and Executive Officer in charge of new business, before assuming his position as Executive Vice
President & CDO, in charge of the Corporate Value Enhancing Headquarters in November 2023. He has once again
been nominated as a candidate for director in expectation of his effectiveness in management supervision.

- 20 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1985
Apr. 2007
Apr. 2009
Apr. 2010

3

Number of theCompany’s shares
ownedJoined the Company
Manager, Finance and General Affairs GroupManager, Management Planning Group
Assistant General Manager, Corporate Staff
Division, Manager of the Management PlanningGroup
Apr. 2012
Assistant Head, Business Administration
Headquarters, Business Administration Division,
Manager of the Management Planning Group
Apr. 2013
Senior Manager of the Management PlanningGroup
Apr. 2014
Executive Officer, in charge of the Business
Strategy Division and responsible for Domestic
Group Companies, Manager of the Management
Planning Group
Jun. 2014
Director, Executive Officer, in charge of theBusiness Strategy Division and responsible for
Domestic Group Companies
Apr. 2017
Director, Executive Officer, in charge of theBusiness Strategy Division, the Manufacturing
Division
Apr. 2018
Director, Executive Officer, in charge of the
16,500Koichi Yoshizawa
Business Strategy Division and responsible for(October 26, 1962)
Domestic Group Companies
May 2018
Outside Director, NS FaFa Japan Co., Ltd.
Reappointment
Oct. 2019
Director, Executive Officer of the Company, incharge of the Business Strategy Division, theAttendance at Board of
Business Management Division, and responsible
Directors and other meetings
for Domestic Group Companies
Board of Directors meetings
Apr. 2021
Director, Executive Officer, in charge of the
13/13
Business Administration Division and
Nomination Committee
responsible for Domestic Group Companies
meetings 6/6
Apr. 2023
Director, Executive Officer, in charge of theCompensation Committee
Business
Administration Headquarters andmeetings 6/6
responsible for Domestic Group Companies
Nov. 2023
Director, Managing Executive Officer, in chargeof the Business Administration Headquarters
and responsible for Domestic Group Companies
Apr. 2024
Director, Managing Executive Officer, in chargeof the Business Administration Headquarters
and responsible for Domestic Group Companies(current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Mr. Yoshizawa has a wealth of experience. Since joining the Company in 1985, he has mainly served in the area offinance and in the Management Planning Division, and has served in various capacities, including as Manager of theManagement Planning Group, Assistant General Manager of the Corporate Staff Division, Executive Officer in chargeof the Manufacturing Division, and Executive Officer in charge of the Business Administration Headquarters, and his
current position as Executive Officer in charge of the Business Administration Headquarters and responsible for
Domestic Group Companies. He has once again been nominated as a candidate for director in expectation of his
effectiveness in management supervision.

- 21 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1992
Apr. 2000
Apr. 2011
Sept. 2012

4

Number of theCompany’s shares
ownedJoined Kagome Co., Ltd.
Unit Manager, Beverage Business UnitManager, Corporate Planning Department
Managing Director, OSOTSPA KAGOME CO.,LTD. (Thailand)
Oct. 2017
General Manager of the Global Consumer
Department, International Business Division
Jan. 2021
Joined Daio Paper Corporation, General
Manager of the Overseas Sales Division,
Overseas Business Group, Home & Personal
Care Unit
Apr. 2021
Dispatched to Elleair International (Thailand)Co., Ltd., Director
Jun. 2022
Joined the Company, Manager, Marketing
Planning Group, Global Marketing Division
500
Apr. 2023
Head, Marketing Planning Headquarters,
General Manager, Marketing Planning Division
Kazunari Yamamoto
Jul. 2023
Executive Officer in charge of the Domestic(July 14, 1969)
Business Headquarters, the Marketing Planning
Headquarters, Head of the Domestic Business
New election
Headquarters, Head of the Marketing Planning
Headquarters
Attendance at Board ofApr. 2024
Executive Officer, in charge of the BusinessDirectors and other meetings
Division 2, the Marketing Planning Division,
Division Director of the Business Division 2, theMarketing Planning Division, General Managerof the Aroma Business Development Section(current position)
Significant concurrent positions outside the Company
Reasons for nomination as candidate for director, etc.
Since joining the Company in 2022, Mr. Yamamoto has been in charge of the Domestic Business Headquarters and theMarketing Planning Headquarters, taking advantage of his previous work experience. He took the initiative of acquiring
the pet care business from Kao Corporation in December 2023 and has taken charge of the pet care business and thearoma business development sections, which are innovation domains of “Aroma & Wellness & Global,” the theme for
the Company’s medium- and long-term strategies, and can be expected to demonstrate the ability of execution andleadership that would help involve people around him toward corporate value enhancement. He has been nominated asa candidate for new director in expectation of his effectiveness in management supervision.

- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1970
Jun. 1996

Shinzo Maeda(February 25, 1947)

5

Reappointment
OutsideIndependent

Joined Shiseido Company, Limited
General Manager, Cosmetics Strategic Planning
Department, Cosmetics Marketing DivisionDec. 1997
Chief Officer of Asia-Pacific Regional
Headquarters, International Operations Division,
Shiseido Company, Limited, and Director andPresident, Shiseido Asia Pacific
Apr. 2001
General Manager, Sales Promotion Department,
Cosmetics Strategic Planning Department,
Shiseido Company, Limited
Jun. 2003
Director, Executive Officer, and General
Manager of Corporate Planning Department
Jun. 2005
President & CEO, Representative Director
Apr. 2011
Chairman, Representative Director
Apr. 2013
Chairman, Representative Director, President &CEO
Apr. 2014
Chairman, Representative Director
Jun. 2014
Senior Advisor
Jun. 2015
Outside Director, Yuasa Trading Co., Ltd.
(current position)
Sept. 2015
Outside Director, TOSHIBA Corporation
Jun. 2021
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company
Outside Director, Yuasa Trading Co., Ltd.

Number of theCompany’s shares
owned

—

Attendance at Board of
Directors and other meetings
Board of Directors meetings
13/13
Nomination Committee
meetings 7/7
Compensation Committee
meetings 6/6
Audit Committee meetings 5/6
Reasons for nomination as candidate for outside director and overview of expected roles
Mr. Maeda is expected to demonstrate his knowledge, experience and abilities as a corporate manager and to makeappropriate decisions in overall management. In addition, he has once again been nominated as a candidate for outside
director in expectation of his effectiveness in management supervision from the standpoint of an independent, objective
director.

- 23 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Mar. 1973

Shoichiro Iwata(August 14, 1950)

6

Reappointment
OutsideIndependent

Joined Lion Fat and Oil Co., Ltd. (currently
Lion Corporation)
Mar. 1986
Joined PLUS CORPORATION
May 1992
General Manager, ASKUL Business Promotion
Office, Sales Division
Mar. 1997
President, ASKUL Corporation
May 2000
President & Chief Executive Officer (CEO)Jun. 2006
External Director, Shiseido Company, Limited
Sept. 2019
Representative Director and CEO, FORCE
marketing and management, inc. (current
position)Jul. 2020
Outside Director, Safie Inc. (current position)
Jun. 2021
Outside Director of the Company (current
position)
Significant concurrent positions outside the Company
Representative Director and CEO, FORCE marketing andmanagement, inc.
Outside Director, Safie Inc.

Number of theCompany’s shares
owned

100

Attendance at Board of
Directors and other meetings
Board of Directors meetings
13/13
Nomination Committee
meetings 7/7
Compensation Committee
meetings 6/6
Audit Committee meetings 6/6
Reasons for nomination as candidate for outside director and overview of expected roles
Mr. Iwata is expected to demonstrate his knowledge, experience and abilities as a corporate manager and to makeappropriate decisions in overall management. In addition, he has once again been nominated as a candidate for outside
director in expectation of his effectiveness in management supervision from the standpoint of an independent, objective
director.

- 24 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1987

7

Number of theCompany’s shares
ownedJoined KPMG Minato Audit Corporation(currently KPMG AZSA LLC)
Aug. 1987
Joined Prudential Securities Incorporated Tokyo
BranchMar. 1990
Registered as Certified Public Accountant,
Representative of NODA C.P.A. Accounting
Firm (current position)
Aug. 1992
Joined Banque Indosuez S.A. (currently Crédit
Agricole CIB) Tokyo Branch
Jun. 2000
Joined Canadian Imperial Bank of Commerce
Tokyo BranchJul. 2006
Joined BUSICOM Co., Ltd.
Sept. 2007
Representative Director, Prominent Consulting
Co., Ltd.
May 2010
Representative Director, Probity Consulting Co.,
Ltd. (current position)
Apr. 2014
Part-time Lecturer, Graduate School of Asianand International Business Strategy, Asia
University (current position)
Mar. 2019
External Director, MODEC, Inc.
Mar.
2019
OutsideDirector (Audit & Supervisory
Hiroko Noda—
Committee
Member), Okabe Co., Ltd. (current(July 3, 1960)
position)
Jun.
2021
OutsideDirector of the Company (current
Reappointment
position)
OutsideJun. 2022
Outside Director, Chori Co., Ltd. (current
Independent
position)
Attendance at Board ofDec. 2023
Outside Audit & Supervisory Board Member,
Directors and other meetings
Frontier Management Inc.
Board of Directors meetings
Mar. 2024
External Director (Audit and Supervisory
13/13
Committee Member), MODEC, Inc. (current
Nomination Committee
position)
meetings 6/6
Significant concurrent positions outside the Company
Audit Committee meetings 6/6 Representative of NODA C.P.A. Accounting Firm,
Representative Director, Probity Consulting Co., Ltd.,
Part-time Lecturer, Graduate School of Asian and International
Business Strategy, Asia University,
Outside Director, Okabe Co., Ltd. (Audit & Supervisory
Committee Member),Outside Director, Chori Co., Ltd.,
External Director, MODEC, Inc. (Audit & Supervisory
Committee Member)
Reasons for nomination as candidate for outside director and overview of expected roles
Ms. Noda is expected to demonstrate her knowledge, experience and abilities as a certified public accountant and to
make management decisions from high-level accounting and financial perspectives. In addition, she has once again
been nominated as a candidate for outside director in expectation of her effectiveness in management supervision fromthe standpoint of an independent, objective director.

- 25 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1989

Yoko Wachi(April 29, 1960)
8

Reappointment
OutsideIndependent

Registered as a lawyer, and joined Kajitani Law
Offices
Apr. 2006
Mediator of Family Conciliations, Tokyo Family
Court (current position)
Jun. 2015
Outside Company Auditor, Nichias Corporation
Mar. 2016
Outside Company Auditor, Otsuka Holdings
Co., Ltd.
Jan. 2019
Partner, Kajitani Law Offices (current position)
Apr. 2019
Vice President, Tokyo Association of Family
Conciliations
Jun. 2019
Outside Director, Nichias Corporation (current
position)
Jun. 2023
Outside Director of the Company (current position)
Significant concurrent positions outside the Company
Partner, Kajitani Law Offices, Mediator of Family
Conciliations, Tokyo Family Court, Outside Director, Nichias
Corporation

Number of theCompany’s shares
owned

—

Attendance at Board of
Directors and other meetings
Board of Directors meetings
11/11
Audit Committee meetings 4/4
Reasons for nomination as candidate for outside director and overview of expected roles
Ms. Wachi is expected to demonstrate her knowledge, experience and abilities as an attorney at law and to makemanagement decisions from a high-level legal perspective. In addition, she has once again been nominated as a
candidate for outside director in expectation of her effectiveness in management supervision from the standpoint of an
independent, objective director.

- 26 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1981

9

Notes:

1.
2.
3.
4.

5.

Number of theCompany’s shares
ownedJoined Nippon Credit Bank, Ltd. (currently
Aozora Bank, Ltd.)
Feb. 1990
Dispatched to Investment advisor of the Nippon
Credit Bank, Ltd.
Oct. 1991
Dispatched to Nippon Credit Gartmore Ltd.
(UK)
Apr. 1995
Joined Schroders Investment Management Japan
Limited (currently Schroders Investment
Management (Japan) Limited)
Apr. 2000
DirectorJan. 2001
CIO in charge of Stock Investment, Prudential
Asset Management Japan Co., Ltd. (currently
PGIM Japan Co., Ltd.)
Nov. 2003
Co-representative Partner, IRB Inc. (currently
FALCON Research & Consulting Ltd.)
Nov. 2011
Representative Director of IRB
Masayoshi Miyanaga—
Apr. 2017
Director, FALCON Research & Consulting Ltd.
(June 3, 1958)(current position)
Apr. 2017
Professor, Graduate School of Innovation
Reappointment
Studies (currently Graduate School of
OutsideManagement), Tokyo University of Science
Independent
Jun. 2017
Outside Member of the Board of Directors,
Universal Entertainment Corporation (current
Attendance at Board of
position)
Directors and other meetings
Board of Directors meetings
Apr. 2023
Specially Appointed Professor, Chuo University
11/11
Business School (current position)
Nomination Committee
Jun. 2023
Outside Director of the Company (current
meetings 4/4
position)
Audit Committee meetings 4/4 Significant concurrent positions outside the Company
Director, FALCON Research & Consulting Ltd., Outside
Member of the Board of Directors, Universal Entertainment
Corporation, Specially Appointed Professor, Chuo University
Business School
Reasons for nomination as candidate for outside director and overview of expected roles
In addition to his experience as a company manager, Mr. Miyanaga is expected to apply his technical expertise in thefields of corporate valuation, corporate finance, and ESG management as a university professor and provide highly
strategic opinions on management from an objective standpoint. In addition, he has once again been nominated as a
candidate for outside director in expectation of his effectiveness in management supervision from the standpoint of an
independent, objective director.
There is no special interest between any of the candidates and the Company.
Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko Wachi and Masayoshi Miyanaga are candidates for outside directors.
Yoko Wachi has never been directly involved in the management of a company, except as an outside officer. However, theCompany has judged that she will appropriately fulfill her duties as an outside director based on the above reasons.
Number of years in office for outside director candidates(1)
Shinzo Maeda is currently an outside director of the Company, and at the conclusion of this annual general meetingof shareholders, his tenure as outside director will have been three years.
(2)
Shoichiro Iwata is currently an outside director of the Company, and at the conclusion of this annual general
meeting of shareholders, his tenure as outside director will have been three years.
(3)
Hiroko Noda is currently an outside director of the Company, and at the conclusion of this annual general meetingof shareholders, her tenure as outside director will have been three years.
(4)
Yoko Wachi is currently an outside director of the Company, and at the conclusion of this annual general meetingof shareholders, her tenure as outside director will have been one year.
(5)
Masayoshi Miyanaga is currently an outside director of the Company, and at the conclusion of this annual general
meeting of shareholders, his tenure as outside director will have been one year.
The Company has entered into an agreement with outside director candidates Shinzo Maeda, Shoichiro Iwata, Hiroko
Noda, Yoko Wachi, and Masayoshi Miyanaga as outside directors currently in office, pursuant to the provisions of Article
427, paragraph (1) of the Companies Act, to limit their liability for damages under Article 423, paragraph (1) of the- 27 -

Companies Act. The Company plans to renew the limited liability agreements with each of these candidates provided that
their respective reappointments are approved.
Pursuant to these agreements, the defined maximum amount of liability for damages is either an amount specified inadvance that is not less than ¥7 million, or an amount as prescribed by laws and regulations, whichever is higher.
6. The Company has entered into a directors and officers liability insurance agreement insuring all directors. This insurance
policy will cover losses or damage that the insured parties would bear if they were to assume liability for the performanceof their duties or be subject to a claim for the pursuit of such liability.
However, there are grounds for exemptions, including non-coverage of losses or damage caused intentionally or as a resultof gross negligence. Note that the Company bears the full amount of insurance premiums. If each of the candidates for
director is appointed, each will be insured under the insurance agreement, which is to be renewed during their terms ofoffice.
7. On April 25, 2024, during their tenures as outside directors, Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko Wachi
and Masayoshi Miyanaga received an order to take action from the Consumer Affairs Agency in accordance with theprovisions of Article 7, paragraph (1) of the Act against Unjustifiable Premiums and Misleading Representations. Until
the violations were found, they had been unaware of the fact, but at the Board of Directors, etc., had established theinternal control system and had regularly verified its operation, calling for the importance of compliance with laws andregulations. After confirming the violations, they have fulfilled their responsibilities by making proposals on initiatives
toward ensuring compliance with laws and regulations and preventing any recurrence, among other things.
8. Candidates for outside director Shinzo Maeda, Shoichiro Iwata, Hiroko Noda, Yoko Wachi and Masayoshi Miyanaga
satisfy Tokyo Stock Exchange, Inc.’s requirements for independent officers and the Company’s own requirements forindependence standards. Therefore, if their appointments are approved and authorized, the Company plans to submit
notification to the stock exchange accordingly again.

- 28 -