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

Securities Code: 2153
August 9, 2023
To our shareholders:
Yuji Kotani, President
E・J Holdings Inc.
3-1-21, Tsushima-Kyomachi, Kita-ku,
Okayama City, Okayama, Japan

Notice of the 16th Annual General Meeting of Shareholders
We are pleased to announce the 16th Annual General Meeting of Shareholders of E･J Holdings Inc. (the“Company”), which will be held as indicated below.
When convening the 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.
(items subject to measures for electronic provision) in electronic format, and posts this information on the
Company’s website. Please access the website by using the Internet address shown below to review the
information.
The Company’s website:
https://www.ej-hds.co.jp (in Japanese)(Please access the above website and select “IR Information,” “IR Events,” and “General Meeting of
Shareholders” from the menu to find the information.)
In addition to the Company’s website, please check the items subject to measures for electronic provision
posted on the website of the Tokyo Stock Exchange (TSE) listed below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the TSE website and search by entering “E・J Holdings. Inc.” in “Stock Name (company
name)” or the securities code “2153” in “Code.” Please click “Basic information” and then “Documents/PR
Information.” Please find “Notice of General Meeting of Shareholders/General Meeting of Shareholders
Materials” under “Documents for Public Inspection.”)English version of the Company’s website:
https://www.ej-hds.co.jp/en/
Only the Japanese version is disclosed on the Tokyo Stock Exchange and the Company’s Japanese website.
Please check here for the English version of the meeting notice.
If you plan on attending the General Meeting of Shareholders, we request that you carefully takepreventative measures when attending, and check the situation regarding COVID-19 infection and yourhealth condition on the date of the meeting.
Please review the “Reference Documents for the General Meeting of Shareholders” and exercise yourvoting rights according to the “Exercise of your voting rights” (in Japanese only) no later than 5:00 p.m.,on Tuesday, August 29, 2023 (JST).

-1-1. Date and Time: Wednesday, August 30, 2023 at 10:00 a.m. (JST)
2. Venue:
Phoenix Room, 4th Floor, Hotel Granvia Okayama
1-5, Ekimotomachi, Kita-ku, Okayama City
3. Purpose of the Meeting
Matters to be reported:(1) Business Report and Consolidated Financial Statements for the 16th Fiscal Year (June 1, 2022 to
May 31, 2023), and reports of the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Audit & Supervisory Board(2) Non-consolidated Financial Statements for the 16th Fiscal Year (June 1, 2022 to May 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members
Proposal No. 4
Election of Two Substitute Audit & Supervisory Board Members- If you are attending the meeting in person, please submit the voting form at the venue reception.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on the aforementioned Company’s website and TSE website.
- The items subject to measures for electronic provision listed below are not included in the document delivered to shareholders
who request delivery of paper-based documents based on laws and regulations and the provisions of Article 18, Paragraph 2of the Company’s Articles of Incorporation. (For this General Meeting of Shareholders, the same document is sent toshareholders who have not requested delivery of paper-based documents.)
In the Business Report: Status of Specified Wholly-Owned Subsidiaries, Principal Business Activities, Important
Business Offices, Status of Employees, Status of Major Lenders, and Other Important Items Concerning the Current
Status of the Corporate Group, Matters related to Stock Company’s Shares, Matters Concerning Share Acquisition Rightsof the Company, etc., Items related to Financial Auditors, and Matters Concerning the Development of Systems to EnsureFair Business Practices.
Notes to the Consolidated Financial Statements



Notes to the Non-consolidated Financial Statements
In the Audit Report: Audit Report by Financial Auditor Concerning Consolidated Financial Statements, Audit Report by

Financial Auditor, and Audit Report by Audit & Supervisory Board
Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements listed in thisdocument are part of the document that was audited by the Financial Auditor and Audit & Supervisory Board Members when
preparing their respective audit reports.

-2-

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

Appropriation of Surplus

The Company has given consideration to matters including its business performance during the fiscal year
under review and its future business development, and it proposes to pay a year-end dividend as follows:
1.
2.

3.
4.

Type of dividend property
Cash
Allotment of dividend property to shareholders and aggregate amount thereof(i) ¥50 per common share of the Company(ii) Total payment: ¥803,912,650
Effective date of dividends of surplus
August 31, 2023
Policy on decisions on dividends and other appropriation of surplus
The Company considers the return of profits to shareholders as one of management’s top priorities, andunder this policy, pays dividends based on business performance, acquires own shares, etc. For thepayment of dividends based on business performance, the Company’s basic policy is to pay stable andcontinuous dividends, and it takes into consideration the consolidated performance forecast, dividend
payout ratio and consolidated dividend on equity ratio (DOE) as well as the demand for funds necessary
for investment, etc. to enhance corporate value and the maintenance of financial constitution.
The Company has a basic policy of paying dividends of surplus once a year with year-end dividends.
The bodies responsible for determining dividends are the Board of Directors for the interim dividend,
and the General Meeting of Shareholders for the year-end dividend.

-3-Proposal No. 2

Election of Nine Directors

The terms of office of all eight Directors will expire at the conclusion of this General Meeting of Shareholders.
The Company proposes the election of nine Directors, an increase of one Director, with the aim ofstrengthening the management structure.
The selection of candidates for Director has been determined after sufficient deliberation by Nomination andCompensation Committee, in which the majority of members are outside officers. (See Business Report: 3.
Appointment/Dismissal Process and Succession/Development Planning for Directors under 2 Matters
Concerning Officers of the Company)
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Number of the
Career summary, positions, and responsibilities
Sept. 1990

Company’s
shares owned

Joined Eight Consultants Co., Ltd. (currently
Eight-Japan Engineering Consultants Inc.)

July 1992

Director and Head of Tokyo Office

Aug. 1996

President (current position)

June 2007

President of the Company (current position)

Significant concurrent positions outside the Company
Representative Chairman of the Board of Directors, EightJapan Engineering Consultants Inc. (appointment subject to409,600

approval at the August 2023 general meeting of shareholdersof the said company)
President of Yakumo Co., Ltd.
1

Representative Director of the Yakumo Foundation for
Yuji Kotani(November 25, 1957)
Reelection
Attendance at Board of
Directors meetings:
100% (12/12)

Environmental Science
Reasons for nomination as a candidate for Director
Since the establishment of the Company, Mr. Yuji Kotani has overseen the
management of the Group as President, guiding the Group with strong
leadership and decisiveness. Currently, he is steadily executing the fifth
medium-term management plan, having completed the second year of the plan.
As well as being well-versed in the overall management situation and trends inthe market environment of the industry, He also possesses sophisticatedbusiness judgment and the ability to appropriately manage from broad
perspectives. The Company has nominated him as a candidate to continue
serving as a Director because it judges that he is a suitable person to promote
the Group’s management and to strengthen corporate governance.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1979

Joined Eight Consultants Co., Ltd. (currently
Eight-Japan Engineering Consultants Inc.)

June 2003

General Manager of Accounting Division,
Corporate Administration Department

June 2006

Executive Officer and Deputy Head ofCorporate Administration Department

June 2007

Deputy Head of Corporate Administration
Department of the Company

June 2011

Head of Corporate Administration
Department

Aug. 2011

Director and Head of Corporate
Administration Department (current position)

Aug. 2013

15,000

Director, Executive Officer and Head ofCorporate Administration Department ofEight-Japan Engineering Consultants Inc.

2
Masanori Hamano(December 17, 1954)
Reelection

June 2014

Director, Senior Executive Officer and Headof Corporate Administration Department

Aug. 2020

Advisor (current position)

Significant concurrent positions outside the Company
Audit & Supervisory Board Member of Kindai-Sekkei

Attendance at Board of
Directors meetings:
100% (12/12)

Consultant, Inc.
Director of Enjoy Farm Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Masanori Hamano has held central roles in corporate administration
divisions such as management and finance of the Company and the Group formany years as Head of Corporate Administration Department. He has
appropriately fulfilled his role and duties in the administration and control ofthe entire Group as a Director of the Company since August 2011. The
Company has nominated him as a candidate to continue serving as a Director
because it judges that he possesses the ability to promote the Group’s
management and engage in appropriate management to enhance the Group’s
value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

June 2001

Joined Eight Consultants Co., Ltd. (currently
Eight-Japan Engineering Consultants Inc.)

June 2019

General Manager of General Planning
Division

June 2019

General Manager of Planning Division,
Planning Department of the Company

June 2020

Executive Officer and Head of Business
Promotion Department of Eight-Japan
Engineering Consultants Inc.

Aug. 2020

Director and Head of Planning Departmentof the Company

June 2021

Director in charge of Business Control
Department and Planning Department

Aug. 2021

Director in charge of Internal Corporate

233,000

Auditing Office (current position)
June 2022

Senior Executive Officer and Head of
Chugoku Regional Office of Eight-Japan
Engineering Consultants Inc.

3
Mitsutoshi Kotani(November 15, 1967)
Reelection
Attendance at Board of
Directors meetings:
100% (12/12)

Aug. 2022

Director, Senior Executive Officer and Headof Chugoku Regional Office (current
position)

Significant concurrent positions outside the Company
Director, Senior Executive Officer and Head of Chugoku
Regional Office of Eight-Japan Engineering Consultants Inc.
President of Nakawood Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Mitsutoshi Kotani has held central roles in corporate planning and businesspromotion divisions at the Company and its main subsidiary (Eight-Japan
Engineering Consultants Inc.). He has performed his roles appropriately inorder to enhance the corporate value of the Group. These roles include his
engagement in formulating and implementing medium-term management plans
and expanding new businesses, as well as working to strengthen the
management base through structural reform. He has also been involved incorporate management in his role as President of an affiliated company. The
Company has nominated him as a candidate to continue serving as a Director
because it judges that he is a suitable person to promote the Group’s
management.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1987

Joined Japan Engineering Consultants Co.,
Ltd. (currently Eight-Japan Engineering
Consultants Inc.)

June 2019

Executive Officer, Deputy Head of Disaster
Mitigation and Facility Maintenance
Department and Division Head of GeoEngineering Division

June 2020

Senior Executive Officer and Head ofDisaster Mitigation and Facility Maintenance
Department

Aug. 2020

Director, Senior Executive Officer and Headof Disaster Mitigation and Facility
Maintenance Department

June 2021

Director, Senior Executive Officer and Head

13,464of Corporate Administration Department
June 2021

Head of Planning Department of theCompany

Aug. 2021

Director and Head of Planning Department(current position)

4
Seikan Kim(February 21, 1963)
Reelection
Attendance at Board of
Directors meetings:
100% (12/12)

June 2023

Executive Director of Eight-Japan
Engineering Consultants Inc. (current
position)

Significant concurrent positions outside the Company
President of Eight-Japan Engineering Consultants Inc.
(appointment subject to approval at the August 2023 general
meeting of shareholders of the said company)
Reasons for nomination as a candidate for Director
Mr. Seikan Kim fulfilled a central role in production and quality improvement
as Head of Disaster Mitigation and Facility Maintenance Department at our
main subsidiary Eight-Japan Engineering Consultants Inc. As a Director of thiscompany since August 2020, he has been promoting new management reforms
including the promotion of DX and business division operations, while also
focusing on new environmental measures required of Prime-listed companies,
such as SDGs and TCFD. Moreover, since August 2021, he has worked toresolve various management planning issues and oversee improvement
measures of the Company as Director and Head of Planning Department. He
also holds an important role in the Group’s management. The Company has
nominated him as a candidate to continue serving as a Director because it
judges that he is a suitable person to promote the Group’s management.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1981
June 2017

Joined Eight Consultants Co., Ltd. (currently
Eight-Japan Engineering Consultants Inc.)
Executive Officer and Head of Infrastructure
Department

June 2020

Senior Executive Officer and Head of
Infrastructure Department

June 2021

Director, Senior Executive Officer andBusiness Control Officer

June 2022
June 2023

Director, Senior Executive Officer and Headof General Planning Department

15,502

Director, Senior Executive Officer, Head ofGeneral Planning Department and in chargeof Corporate Administration Department(current position)

5
Yuji Nagata(February 14, 1959)
New election
Attendance at Board of
Directors meetings:–% (–/–)

Significant concurrent positions outside the Company
Director, Senior Executive Officer, Head of General
Planning Department and in charge of Corporate
Administration Department of Eight-Japan Engineering
Consultants Inc.
Reasons for nomination as a candidate for Director
Mr. Yuji Nagata fulfills a central role in improving production and quality ashead of the road and transportation divisions of our main subsidiary EightJapan Engineering Consultants Inc. Since June 2022, he has properly fulfilled
his roles and responsibilities as Director and Head of General Planning
Department of the company by engaging in the management of the company
and promoting innovation to resolve various issues in business expansion basedon the medium-term management plan. The Company has therefore newly
nominated him as a candidate for Director because it judges that he is a suitableperson to promote the Group’s management.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1973

Joined Daiwa Securities Co. Ltd. (currently
Daiwa Securities Group Inc.)

May 1998

General Manager of Okayama Branch

June 2004

Standing Corporate Auditor of Daiwa AssetManagement Co. Ltd.

June 2008

Executive Advisor in charge of Management
Strategy Department of FinTech Global–

Incorporated

6

Koichi Ninomiya(May 27, 1948)

Dec. 2008

Standing Corporate Auditor

Dec. 2015

AdvisorAug. 2016

Outside Director of the Company (current
position)

Reasons for nomination as candidate for Outside Director and summary of
expected roles

Reelection
OutsideIndependent Officer

Mr. Koichi Ninomiya has been involved in the securities and finance industry
for many years. The Company judges that his abundant experience andAttendance at Board of
Directors meetings:
100% (12/12)

governance. Moreover, the Company believes that there is no risk of a conflictof interest with general shareholders, and his independence and neutrality as anadvanced knowledge enable him to make useful suggestions concerning matterssuch as the Group’s capital policy, and contribute to strengthening corporate

Outside Director is thus sufficiently assured. The Company has therefore
nominated him as a candidate to continue serving as an Outside Director.
As an Outside Director, he has expressed his candid opinions at Board of
Directors meetings and fulfilled a central role as chairman of Nomination andCompensation Committee.

-9-Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1981

Research Associate of Faculty ofEngineering, Kyoto University

Aug. 1987

Research Associate at the School ofEngineering, Okayama University

Apr. 1999

Professor at the School of Environmental
Engineering

Apr. 2004

Professor at Graduate School ofEnvironmental Science

Apr. 2007

Dean of Graduate School of Environmental
ScienceApr. 2012

Executive Director, Vice-President andProfessor at Graduate School ofEnvironmental Science

Apr. 2017

Professor at Graduate School ofEnvironmental and Life Sciences

7Mar. 2020

Retired from Okayama University

Apr. 2020

Professor Emeritus of Okayama University

Feb. 2021

Professor at the Faculty of Business
Administration, Vice President, and Director–of the Regional and Social Collaboration
Center of International Pacific University

Hirofumi Abe(January 21, 1955)(current position)

Reelection
OutsideIndependent Officer

Aug. 2021

Attendance at Board of
Directors meetings:
100% (12/12)

Professor at the Faculty of Business Administration, Vice

Outside Director of the Company (current
position)

Significant concurrent positions outside the Company
President, and Director of the Regional and Social
Collaboration Center of International Pacific University
Reasons for nomination as candidate for Outside Director and summary of
expected roles
Mr. Hirofumi Abe has never been directly involved in the management of acompany. However, as well as being deeply familiar with the environmental
engineering field as a Professor Emeritus of Okayama University, he has also
served in positions such as Director of Okayama University. The Company
judges that his abundant experience and knowledge enable him to make usefulsuggestions concerning the Group’s construction consulting business, andcontribute to the strengthening of corporate governance. Moreover, theCompany believes that there is no risk of a conflict of interest with generalshareholders, and his independence and neutrality as an Outside Director is thus
sufficiently assured. The Company has therefore nominated him as a candidate
to continue serving as an Outside Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Aug. 1981

Joined Shinwa Audit Corporation (currently
KPMG AZSA LLC)

May 1999

Partner (currently Associate Partner)

May 2006

Representative Partner (currently Partner)

July 2007

Head of the Okayama Office

June 2020

Retired from KPMG AZSA LLC

July 2020

Established Tohei Nitta CPA Office as Head(current position)

Aug. 2021

Outside Director of the Company (current
position)

Sept. 2021

Outside auditor of OLBA HEALTHCARE100

HOLDINGS, Inc. (current position)
8

Tohei Nitta(March 26, 1958)

Significant concurrent positions outside the Company
Head of Tohei Nitta CPA OfficeOutside auditor of OLBA HEALTHCARE HOLDINGS, Inc.

Reelection
OutsideIndependent Officer

Reasons for nomination as candidate for Outside Director and summary of
expected roles
Mr. Tohei Nitta has never been directly involved in the management of a

Attendance at Board of
Directors meetings:
100% (12/12)

company. However, in addition to being well-versed in fields such as corporate
finance and accounting, and governance, and having spent many years at anaudit firm, he has also held various positions in corporate management andsupervision. The Company judges that his extensive experience and insightenable him to provide useful advice and contribute to the Group instrengthening corporate governance. Moreover, the Company believes that there
is no risk of a conflict of interest with general shareholders, and his
independence and neutrality as an Outside Director is thus sufficiently assured.
The Company has therefore nominated him as a candidate to continue serving
as an Outside Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Nov. 1997

Passed the Judicial Scrivener Examination

July 2007

Representative of Futaba Judicial Scriveners(current position)

Nov. 2012

Passed the Land and House Investigators
Examination

Jan. 2013

Head of Futaba Registration Surveying
Office (current position)

Jan. 2021

Representative Director of YJ Corporation–(current position)
Significant concurrent positions outside the Company
9

Junko Isozaki(February 4, 1972)
New election
OutsideIndependent Officer

Representative of Futaba Judicial Scriveners
Head of Futaba Registration Surveying Office
Representative Director of YJ Corporation
Reasons for nomination as candidate for Outside Director and summary of
expected roles
Based on Ms. Junko Isozaki’s career and expertise as a judicial scrivener, land

Attendance at Board of
Directors meetings:–% (–/–)and house investigator, and business manager, the Company judges that she will
provide useful advice and suggestions at meetings of the Board of Directors of
the Company and strengthen the corporate governance of the Group. Moreover,
the Company believes that there is no risk of a conflict of interest with generalshareholders, and her independence and neutrality as an Outside Director is thus
sufficiently assured. The Company has therefore newly nominated her as a
candidate for Outside Director.

Notes:

1. There is no special interest between any of the candidates for Director and the Company.
2. Mr. Koichi Ninomiya, Mr. Hirofumi Abe, Mr. Tohei Nitta, and Ms. Junko Isozaki are candidates for Outside
Director.
3. Mr. Koichi Ninomiya, Mr. Hirofumi Abe, and Mr. Tohei Nitta are currently Outside Directors of the Company. At
the conclusion of this General Meeting of Shareholders, Mr. Koichi Ninomiya will have served as an Outside
Director for seven years, while Mr. Hirofumi Abe and Mr. Tohei Nitta will have served as Outside Directors for
two years.
4. The Company and the Group companies have entered into a directors and officers liability insurance contract withan insurance company, as set forth in Article 430-3, paragraph (1) of the Companies Act. The contract covers losses
arising from responsibility for the performance of duties by a corporate officer insured under the contract, andlosses in the event that a claim for legal damages is made in pursuit of this responsibility. All candidates forreelection under this proposal are already insured under the contract, and will continue to be insured if reelected,
and the candidates for new election will be insured under the contract. In addition, when the contract is renewed,
the Company plans to renew the contract with the same terms.
5. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Koichi Ninomiya, Mr. Hirofumi
Abe, and Mr. Tohei Nitta have been designated as Independent Officers as provided for by the aforementioned
exchange. If their reelection is approved, the Company plans for their designation as Independent Officers tocontinue. In addition, Ms. Junko Isozaki fulfills the requirements for an Independent Officer as provided for by
the Tokyo Stock Exchange. If her election is approved, the Company plans to designate her as an Independent
Officer.

- 12 -

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The terms of office of all three Audit & Supervisory Board Members will expire at the conclusion of thismeeting. Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
The consent of the Audit & Supervisory Board has been obtained for submission of this proposal.
The selection of candidates for Audit & Supervisory Board Member of the Company has been determined
after deliberation by Nomination and Compensation Committee in which the majority of members are outside
officers and careful consideration and consent from the Audit & Supervisory Board. (See Business Report:
3. Appointment/Dismissal Process and Succession/Development Planning for Directors under 2 Matters
Concerning Officers of the Company)
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Number of the

Name(Date of birth)

Career summary and positions
Apr. 1980

Company’s
shares owned

Joined Japan Engineering Consultants Co.,
Ltd. (currently Eight-Japan Engineering
Consultants Inc.)

Aug. 2017

Director, Senior Executive Officer and Headof General Planning Department

Aug. 2019

Director, Senior Executive Officer andBusiness Control Officer

June 2020

Executive Director

Aug. 2020

Vice-President (current position)

16,400Significant concurrent positions outside the Company
Standing Corporate Auditor of Eight-Japan Engineering
Consultants Inc. (appointment subject to approval at theAugust 2023 general meeting of shareholders of the said
1

Satoshi Yoshikawa(October 16, 1955)
New election
Attendance at Board of
Directors meetings:(–/–)
Attendance at Audit &company)
Reasons for nomination as candidate for Audit & Supervisory Board Member
In April 1980, Mr. Satoshi Yoshikawa joined Eight Consultants Co., Ltd.
(currently Eight-Japan Engineering Consultants Inc.) and fulfilled a central rolein production and quality improvement, and technology development as thehead of the company’s road and structure related engineering divisions. As a
Director of the company since August 2017, he has formulated and promoted

the medium-term management plan in the corporate planning division. Since
Supervisory Board meetings: August 2020, he has been involved in overall management as Vice-President of(–/–)
the company, appropriately fulfilling his roles and responsibilities. Mr. Satoshi
Yoshikawa will be appointed as Standing Corporate Auditor of Eight-Japan
Engineering Consultants Inc. subject to approval at the said company’s general
meeting of shareholders in August 2023. We have determined that his abundantbusiness experience and wide-ranging discernment will contribute to his role as
Audit & Supervisory Board Member and have therefore newly nominated him
as a candidate for Audit & Supervisory Board Member.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary and positions

Number of theCompany’s
shares owned

Oct. 1998

Established Matsubara CPA Office as Head(current position)

Aug. 2000

Outside Corporate Auditor of Eight
Consultants Co., Ltd. (currently Eight-Japan
Engineering Consultants Inc.)

June 2007

2,500

Outside Audit & Supervisory Board Memberof the Company (current position)

2

Jiro Matsubara(January 5, 1960)
Reelection
OutsideIndependent Officer
Attendance at Board of
Directors meetings:(12/12)
Attendance at Audit &Significant concurrent positions outside the Company
Head of Matsubara CPA Office
Reasons for nomination as candidate for Outside Audit & Supervisory Board
MemberMr. Jiro Matsubara has never been directly involved in the management of acompany. However, based on his background and past experience as a certified
public accountant, we have determined that he will provide useful advice andrecommendations to the Board of Directors, as well as conduct neutral audits of
the appropriateness of management execution, and have therefore nominatedhim as a candidate to continue serving as Outside Audit & Supervisory Board
Supervisory Board meetings: Member.
(10/10)
Apr. 1985

Registered as an attorney at law and joined
Nishida Law Office

Apr. 1988

Established Usami Law Office as Head(current position)

Aug. 2019

Outside Audit & Supervisory Board Member–of the Company (current position)
Significant concurrent positions outside the Company

3

Eiji Usami(December 5, 1953)
Reelection
OutsideIndependent Officer
Attendance at Board of
Directors meetings:(12/12)

Head of Usami Law Office
Reasons for nomination as candidate for Outside Audit & Supervisory Board
MemberMr. Eiji Usami has never been directly involved in the management of acompany. However, based on his background and expertise as a lawyer, wehave determined that he will provide useful advice and recommendations to theBoard of Directors, as well as conduct neutral audits of the appropriateness ofmanagement execution, and have therefore nominated him as a candidate tocontinue serving as Outside Audit & Supervisory Board Member.

Attendance at Audit &Supervisory Board meetings:(10/10)Notes:

1. There is no special interest between any of the candidates for Audit & Supervisory Board Member and theCompany.
2. Mr. Jiro Matsubara, and Mr. Eiji Usami are candidates for Outside Audit & Supervisory Board Member.
3. Mr. Jiro Matsubara, and Mr. Eiji Usami are currently Outside Audit & Supervisory Board Members of theCompany. At the conclusion of this General Meeting of Shareholders, Mr. Jiro Matsubara and Mr. Eiji Usami will
have served as Audit & Supervisory Board Members for 16 years and four years, respectively.

- 14 -

4. The Company and the Group companies have entered into a directors and officers liability insurance contract withan insurance company, as set forth in Article 430-3, paragraph (1) of the Companies Act. The contract covers losses
arising from responsibility for the performance of duties by a corporate officer insured under the contract, andlosses in the event that a claim for legal damages is made in pursuit of this responsibility. All candidates forreelection under this proposal are already insured under the contract, and will continue to be insured if reelected,
and the candidates for new election will be insured under the contract. In addition, when the contract is renewed,
the Company plans to renew the contract with the same terms.
5. The Company has submitted notification to the Tokyo Stock Exchange that Mr. Jiro Matsubara and Mr. Eiji Usami
have been designated as Independent Officers as provided for by the aforementioned exchange. If their reelection
is approved, the Company plans for their designation as Independent Officers to continue.

- 15 -

Reference Expertise and Experience Required of Directors and Audit & Supervisory Board Membersof the Company
Skills Matrix
Governance,

Corporate

Internal/
No.
OutsideManage-Candidate Name

ment
and
Corporate

Technology,
Qualityand R&D

Sales

Financial

Risk

Strategy

StrategyManage-

and

and

ment

MarketingAccountingandCompliance

Labor,HR
Development
andDiversity

Internal Yuji Kotani●

2Internal Masanori Hamano●

3Internal Mitsutoshi Kotani

4Internal Seikan Kim

5Internal Yuji Nagata

6

Outside Koichi Ninomiya

●

7

●

9

Outside Hirofumi Abe
Outside Tohei Nitta
Outside Junko Isozaki●

1

Internal Satoshi Yoshikawa●

2

Outside Jiro Matsubara●

3

Outside Eiji Usami

●

Note:

The above list does not represent all the expertise and experience of each Director and each Audit & Supervisory

Directors

1

Audit &
Supervisory
Board

Strategy

Personnel,

8

●

●

●

●

●

●

●

●

●
●

●

●

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Board Member.
SkillsCorporate Management andCorporate Strategy

Criteria for Indicating as a Skill in the Skills Matrix
Can contribute to formulating management strategy based on attributes such as experience incorporate management and important corporate decision-making

Can contribute to management based on experience and knowledge in fields such as theTechnology, Quality and R&D introduction of new technologies vital for innovation, ICT, information security, and quality
response
Sales Strategy and Marketing

Can contribute to management in understanding market trends in Japan and overseas anddetermining sales strategy

Financial Strategy andAccounting

Can contribute to management based on experience and knowledge concerning fields suchas finance, accounting, taxation, and long-term investment (including M&A)

Governance, Risk Management Can contribute to management based on experience and knowledge concerning fields suchand Complianceas corporate governance, risk management, legal affairs and compliance
Personnel, Labor, HR
Development and Diversity

Can contribute to management based on experience and knowledge concerning fields suchas the formulation of human resources strategy, human resources development, diversity, andwork-style reform- 16 -

Proposal No. 4

Election of Two Substitute Audit & Supervisory Board Members

The Company requests approval for the election of two substitute Audit & Supervisory Board Members toenable them to be ready to fill a vacant position should the number of Audit & Supervisory Board Members
fall below the number required by laws and regulations. Mr. Senji Nagai will be the substitute for the Audit& Supervisory Board Member other than Outside Audit & Supervisory Board Members, and Mr. Yasuhide
Aoki will be the substitute for Outside Audit & Supervisory Board Members. The Company requests theelection of each candidate, and as provided for in the Company’s Articles of Incorporation, the term of officeof an Audit & Supervisory Board Member who is elected as a substitute shall continue until the time the termof office of the Audit & Supervisory Board Member who retired from office is to expire.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for substitute Audit & Supervisory Board Member are as follows:- 17 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1980

Joined Eight Consultants Co., Ltd. (currently
Eight-Japan Engineering Consultants Inc.)

Aug. 2017

Director, Senior Executive Officer and Headof Business Promotion Department

June 2019

Director, Senior Executive Officer and Headof General Planning Department

June 2020

Executive Director, Business Control Officer
and in charge of General Planning

June 2021

Executive Director and in charge of General
Planning

June 2021

Head of Business Control Department of the

42,000Company
Aug. 2021

Director and Head of Business Control
Department (current position)

Significant concurrent positions outside the Company
Standing Corporate Auditor of Eight-Japan Engineering
1Consultants Inc. (appointment subject to approval at theAugust 2023 general meeting of shareholders of the said
company)
Senji Nagai(November 21, 1955)

Audit & Supervisory Board Member of Enjoy Farm Co.,Ltd.
Reasons for nomination as candidate for substitute Audit & Supervisory Board
MemberMr. Senji Nagai has held central roles in divisions including technology,
corporate planning, and business promotion at the Company’s main subsidiary(Eight-Japan Engineering Consultants Inc.). He has also been engaged in the
management of Eight-Japan Engineering Consultants Inc. as Director sinceAugust 2017. He has been engaged in management of the Group as Directorand Head of Business Control Department of the Company since August 2021,
and has been involved in corporate management as President of an affiliatedcompany. The Company judges that his extensive business experience andwide-ranging discernment will contribute to his duties as an Audit &Supervisory Board Member and has therefore nominated him as a candidate for
substitute Audit & Supervisory Board Member.

- 18 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, and responsibilities

Number of theCompany’s
shares owned

Apr. 1993

Joined Asahi Shinwa & Co. (currently
KPMG AZSA LLC)

Apr. 1996

Registered as a certified public accountant

May 2008

Appointed as Partner

July 2022

Retired from KPMG AZSA LLC

Aug. 2022

Joined Minori Audit Corporation

Aug. 2022

Appointed as Partner (current position)–

Significant concurrent positions outside the Company
2Partner of Minori Audit Corporation
Reasons for nomination as candidate for substitute Outside Audit &Yasuhide Aoki
(July 14, 1970)
OutsideIndependent Officer

Supervisory Board Member
Mr. Yasuhide Aoki has never been directly involved in the management of acompany. However, based on his background and past experience as a certified
public accountant, we have determined that he will provide useful advice andrecommendations to the Board of Directors of the Company, as well as conduct
neutral audits of the appropriateness of management execution, and havetherefore nominated him as a candidate for substitute Outside Audit &Supervisory Board Member.

Notes:

1. There is no special interest between any of the candidates for substitute Audit & Supervisory Board Member andthe Company.
2. Mr. Yasuhide Aoki is a candidate for Outside Audit & Supervisory Board Member, and if he is appointed in thisposition, the Company intends to provide notification to the Tokyo Stock Exchange concerning his designation as
an Independent Officer.
3. The Company and the Group companies have entered into a directors and officers liability insurance contract withan insurance company, as set forth in Article 430-3, paragraph (1) of the Companies Act. The contract covers losses
arising from responsibility for the performance of duties by a corporate officer insured under the contract, andlosses in the event that a claim for legal damages is made in pursuit of this responsibility. If the substitute Audit &Supervisory Board Member assumes the office of Audit & Supervisory Board Member, he will be insured in thecontract. In addition, when the contract is renewed, the Company plans to renew the contract with the same terms.

- 19 -