These documents are partial translations of the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translations.

(Stock Exchange Code 8708)
June 1, 2023
(Date of commencement of electronic provision measures: May 31, 2023)
To Shareholders with Voting Rights:
Takuya Aizawa
President
AIZAWA SECURITIES GROUP CO., LTD.
1-9-1 Higashi-Shimbashi, Minato-ku,
Tokyo, JapanNOTICE OF THE 103RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 103rd Annual General Meeting of Shareholders of AIZAWASECURITIES GROUP CO., LTD. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionand matters subject to measures for electronic provision are posted as the “Notice of the 103rd Annual General
Meeting of Shareholders” on the following website on the Internet.
[The Company’s website]
https://www.aizawa-group.jp/english/investor_relations.html
In addition to the above website, this information is also posted on the following website on the Internet.
[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the above website, search by entering the Company’s name or the Stock Exchange Code, andselect “Basic information” and “Documents for public inspection/PR information” in that order to view the
information.
If you attend the meeting, please kindly check your own physical condition, etc. on the date of the event,and consider refraining from attending the meeting if you have any concern or anxiety about the above. In
addition, the Company may, at its discretion, take some measures required to ensure the safety of ourshareholders and prevent the spread of infection at the site of the meeting. We kindly appreciate yourcooperation in this regard.
If you do not attend the meeting in person, you can exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders included in the matterssubject to measures for electronic provision and exercise your voting rights by 5:00 p.m. (JST) on Wednesday,June 21, 2023, Japan time.

11. Date and Time:Thursday, June 22, 2023 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

1F, Hotel Villa Fontaine Grand Tokyo - Shiodome
Shiodome Sumitomo Bldg., 1-9-2 Higashi-Shimbashi, Minato-ku, Tokyo(See the map of the meeting venue at the end of this document. Please note thatthe location is different from last time.)* The Company will not hand out souvenirs for the General Meeting of
Shareholders. We would appreciate your understanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 103rd Fiscal
Year (April 1, 2022 - March 31, 2023) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit
and Supervisory Committee
2. Non-consolidated Financial Statements for the 103rd Fiscal Year (April 1,
2022 - March 31, 2023)
Proposals to be resolved:
Election of Seven (7) Directors (Excluding Directors Serving as Audit andProposal 1:
Supervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Proposal 2:
Members
Election of One (1) Substitute Director Serving as Audit and Supervisory
Proposal 3:
Committee Member
Should the matters subject to measures for electronic provision require any revisions, the details of the revisions will
be posted on the websites on which the matters are posted.
We are sending you documents containing the matters subject to measures for electronic provision, which are to besent to those shareholders who have requested the delivery of the paper-based documents. In accordance with theprovisions of laws and regulations and Article 18 of the Company’s Articles of Incorporation, the following matters
are not included in the documents. Thus, said documents constitute a portion of the scope of audit in the Independent
Auditor’s Report and the Audit Report by the Audit and Supervisory Committee.
“Systems to Ensure Appropriateness of Business Operations” in the Business Report
Notes to the Consolidated Financial Statements

Notes to the Non-consolidated Financial Statements

The Company intends to hold the company information session after the General Meeting of Shareholders at the siteof the meeting.

2

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all seven (7) Directors (excluding Directors Serving as Audit and Supervisory
Committee Members; hereinafter, the same shall apply in this proposal) will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of seven (7) Directors.
The candidates for Directors are as follows:
No.
1

2
3
4
5

Name
Takuya Aizawa

Atsushi Ohishi
Kazuhiro
Mashiba
Shinichiro
ShirakiYasuhiro
Shibata

6

KunimiTokuoka

7

Kiichiro Masui

Reappointment

Reappointment
Reappointment
Reappointment

Current positions andresponsibilities at the Company

Attendance at Meetings ofthe Board of Directors

President and CEO
In charge of Audit Department100%(18 out of 18 meetings)

Director and Senior Managing
Executive Officer CCO
In charge of ComplianceDepartment
Director and Managing Executive
Officer CMO
Director

New
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent－100%(18 out of 18 meetings)
100%(18 out of 18 meetings)
100%(14 out of 14 meetings)–

Director100%(18 out of 18 meetings)

Director93%(13 out of 14 meetings)

3

No.

Name
(Date of birth)

Career summary, positions and responsibilities

October 1997 Joined Nomura Research Institute, Ltd.
July 2005
Joined the Company
March 2010 Senior General Manager; Dedicated General Manager,
Planning Department
June 2012
Director
May 2013
Director, YAHATA SECURITIES CO., LTD. (currently theCompany)
June 2014
Senior Managing Director;
Head of Administration Division
June 2014
Director, AIZAWA Investments Co., Ltd. (current position)
June 2016
Representative Senior Managing Director;
Head of Administration Division
Reappointment
March 2017 President, Japan Asia Securities Co., Ltd. (currently theCompany)
Takuya Aizawa
March 2017 Director(September 5, 1974)
June 2018
Director, JAPAN SECURITIES INC. (currently Japan
Securities Co., Ltd.)
July
2018
President
Attendance at
October
2018
President COO and CHO
Meetings of the
June
2019
President CEO and CHO
Board of Directors:
April
2020
President and Representative Director
100%
April
2021
President and Representative Director, AIZAWA(18 out of 18
1
SECURITIES DIVISION PREPARATION CO., LTD.
meetings)(currently AIZAWA SECURITIES CO., LTD.)
October 2021 President and Representative Director, AIZAWASECURITIES CO., LTD. (current position)
October 2021 President and CEO (current position)

Number ofshares of theCompany held

1,401,508[Significant concurrent positions]
President and Representative Director, AIZAWA SECURITIES CO., LTD.
Director, AIZAWA Investments Co., Ltd.
[Business in Charge in the Company]
Audit Department[Reason for nomination as a candidate for Director]
Mr. Takuya Aizawa, serving as President and CEO, is in charge of the management of the Group and is leading
the Company toward establishing the wealth building business under the Company’s medium-term management
plan. He has extensive knowledge relating to finance-related systems acquired through engaging in the financerelated system engineering business, and also has a high level of expertise in the financial instruments businessand corporate management in general as he has been mainly involved in product planning, corporate planning,and IR, as well as in the management of subsidiaries, since joining the Company. Accordingly, we consider him
qualified to take charge of enhancing the Company’s medium- to long-term corporate value and again nominate
him as a candidate for Director.

4

No.

Name
(Date of birth)

Career summary, positions and responsibilities

Joined the Company
General Manager, Investment Bank Department
President, AIZAWA Investments Co., Ltd.
General Manager, Investment Bank Department I
Executive Officer; General Manager, Planning Department
Director, AIZAWA Investments Co., Ltd. (current position)
Director, YAHATA SECURITIES CO., LTD. (currently theCompany)
June 2013
Executive Officer; Head of Business Strategy Division andGeneral Manager, Planning Department
June 2014
Director; Head of Business Strategy Division and General
Manager, Planning Department
March 2017 Director, Japan Asia Securities Co., Ltd. (currently theCompany)
April 2017Managing Director; Head of Sales Division and General
Manager, Chugoku region Sales Division
May
2019
Managing Director CMO
Reappointment
January 2020 Managing Director CMO and General Manager,
Underwriting Department
Atsushi Ohishi
Director and Managing Executive Officer(December 10, 1967) April 2020
April 2021
Director and Senior Managing Executive Officer
April 2021
Director, AIZAWA SECURITIES DIVISION
Attendance at
PREPARATION CO., LTD. (currently AIZAWA
Meetings of the
SECURITIES CO., LTD.)
Board of Directors: April 2021
Director, LIFE DESIGN PARTNERS CO., LTD. (current
100%
position)2(18 out of 18
October 2021 Director and Senior Managing Executive Officer, AIZAWA
meetings)
SECURITIES CO., LTD. (current position)
October 2021 Director and Senior Managing Executive Officer CMO
April 2023
Director and Senior Managing Executive Officer CCO(current position)
April 2023
Director, Aizawa Asset Management Co., Ltd. (current
position)

Number ofshares of theCompany held

April 1990
July 2005
July 2005
July 2006
June 2009
June 2009
May 2013

43,600[Significant concurrent positions]
Director and Senior Managing Executive Officer, AIZAWA SECURITIESCO., LTD.
Director, AIZAWA Investments Co., Ltd.
Director, Aizawa Asset Management Co., Ltd.
Director, LIFE DESIGN PARTNERS CO., LTD.
[Business in Charge in the Company]
Compliance Department[Reason for nomination as a candidate for Director]
Mr. Atsushi Ohishi has pursued the transition from the conventional brokerage business to the wealth building
business with agility, which is currently being promoted by the Group, led the business in order to promptly
establish it and has been contributing to the enhancement of the Company’s corporate value. He has been
engaged in retail sales, investment banking, sales planning, and corporate planning as well as establishing andstrengthening the Group’s compliance system at the Group’s subsidiaries, and has a wealth of experience,achievements, and expertise in corporate management in general. In view of these achievements, we again
nominate him as a candidate for Director.

5

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
April 2001
July 2005
June 2011
October 2011
May 2013

Reappointment
Kazuhiro Mashiba(April 29, 1966)

3

Attendance at
Meetings of theBoard of Directors:
100%(18 out of 18
meetings)

Joined NAITO Securities Co., Ltd.
Joined the Company
Director, AIZAWA Investments Co., Ltd.
President, AIZAWA Investments Co., Ltd.
General Manager, Accounting Department
Audit & Supervisory Board Member, YAHATASECURITIES CO., LTD. (currently the Company)
June 2016
Executive Officer; General Manager, Accounting
Department
March 2017 Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently the Company)
April 2017
Senior Executive Officer; Head of Administration Division
and General Manager, Corporate Planning Department
March 2018 Senior Executive Officer; Head of Administration Division,
General Manager, Corporate Planning Department andGeneral Manager, Business Management Department
June 2018
Director; Head of Administration Division
May 2019
Director CFO
May 2019
Director, JAPAN SECURITIES INC. (currently Japan
Securities Co., Ltd.)
April 2020
Director and Senior Executive Officer
June 2020
Director, Asuka Asset Management Co., Ltd. (currently
Aizawa Asset Management Co., Ltd.)
April 2021
Director and Managing Executive Officer
April 2021
Director, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD. (currently AIZAWASECURITIES CO., LTD.)
October 2021 Director and Managing Executive Officer, AIZAWASECURITIES CO., LTD. (current position)
October 2021 Director and Managing Executive Officer CFO
April 2023
Director and Managing Executive Officer CMO (current
position)
April 2023
Director, AIZAWA Investments Co., Ltd. (current position)

Number ofshares of theCompany held

33,200[Significant concurrent positions]
Director and Managing Executive Officer, AIZAWA SECURITIES CO.,LTD.
Director, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Kazuhiro Mashiba has been contributing to the enhancement of the Company’s corporate value in order toestablish the wealth building business by actively expressing his opinions and making proposals as an officer incharge of investor relations, disclosure, and accounting and finance, etc. He also has a wealth of experience,achievements and expertise in corporate management in general as he engaged in investment banking andcorporate planning at the Group’s subsidiaries and has worked on the wealth building business promoted by theGroup as well as endeavored to strengthen its customers base and support sales system. In view of theseachievements, we again nominate him as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1993
June 2007

Reappointment
Shinichiro Shiraki(July 16, 1970)

4

Attendance at
Meetings of theBoard of Directors:
100%(14 out of 14
meetings)

Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
Director, Monex Alternative Investments, Inc. (currently
PayPay Asset Management Corp.)
February 2009 Chairman and Director
February 2011 President and Representative Director
April 2013
CIO, Astomax Co., Ltd. (currently PayPay AssetManagement Corp.)
June 2015
Representative Director and President, Akebono AssetManagement Ltd. (currently Aizawa Asset Management
Co., Ltd.)
June 2019
Outside Director, the Company
June 2020
Director, Asuka Asset Management Co., Ltd. (currently
Aizawa Asset Management Co., Ltd.)
August 2020 Chairman, Japan Executive Committee, The Alternative
Investment Management Association APAC Limited(current position)
February 2021 Representative Director, CEO, Aizawa Asset Management
Co., Ltd. (current position)
June 2022
Director, the Company (current position)

Number ofshares of theCompany held

5,500

[Significant concurrent positions]Representative Director, CEO, Aizawa Asset Management Co., Ltd.
Chairman, Japan Executive Committee, The Alternative Investment
Management Association APAC Limited[Reason for nomination as a candidate for Director]
As Representative Director, CEO of Aizawa Asset Management Co., Ltd., Mr. Shinichiro Shiraki has been
involved in the management of subsidiaries and has contributed to the improvement of the corporate value of theCompany by leading the investment management business of the Group. He has long been engaged in theinvestment management industry and also serves as manager of an asset management company and has a wealthof expertise and experience in finance, investment, and financial strategy in general. In view of his involvementin the management of the Company, we again nominate him as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1986

Number ofshares of theCompany held

Joined the Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd.)
April 2005
General Manager, Credit Trading Department, Mizuho
Securities Co., Ltd.
April 2008
General Manager, Market Trading Department
April 2009
General Manager, Fixed Income Business Division
April 2011
Deputy General Manager of Market Trading Group
January 2013 General Manager of Market Trading Group
April 2014
Deputy President, Mizuho International plc
April 2016
Executive Officer, Co-Head of Fixed Income Business
Division, Mizuho Securities Co., Ltd. and Deputy President,
Mizuho International plc
New
January 2018 Deputy President, Mizuho Securities USA LLC.
–
Managing Executive Officer, Head of Global Markets
Yasuhiro Shibata April 2019
(November 24, 1963)
Division and Head of Global Markets, Mizuho Securities
Co., Ltd.
5
April 2020
Senior Executive Officer, Co-Head of Global Markets
Company, Mizuho Financial Group, Inc. and Managing
Executive Officer, Co-Head of Global Markets Division,
Mizuho Bank, Ltd.
April 2021
Senior Executive Officer, Co-Head of Global Markets
Company, Mizuho Financial Group, Inc., Managing
Executive Officer, Co-Head of Global Markets Division,
Mizuho Bank, Ltd. and Managing Executive Officer, CoHead of Global Markets Division, Mizuho Trust & Banking
Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Yasuhiro Shibata has controlled a market division and sales and trading services at Mizuho Financial Group,
Inc. and has a wealth of expertise and experience in finance in general, the financial instruments business andrelated areas. He has a wealth of experience of having been involved in governance overseas and in Japan as acorporate executive of financial institutions as he has served as Executive Officer at Mizuho Financial Group, Inc.
In view of this, we believe that he will be able to contribute to the enhancement of the Company’s corporate value
and accordingly nominate him as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1976

Number ofshares of theCompany held

Joined the Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd.)
Reappointment
May
1987
Seconded to IBJ International plc, Associate Director
OutsideJuly 1993
General Manager, Bond Sales Division I, IBJ Securities Co.,
IndependentLtd. (currently Mizuho Securities Co., Ltd.)
June 1999
Executive Officer
Kunimi Tokuoka(November 27, 1951) October 2000 Managing Executive Officer; General Manager, Market
Sales Group, Mizuho Securities Co., Ltd.
–
April 2007
Managing Executive Officer; General Manager, Global
Investment Bank Department
Attendance at
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
Meetings of theBoard of Directors: 2008
100%
June 2009
Representative Director and Deputy President(18 out of 18
June 2016
Outside Director, the Company (current position)
6
meetings)
July 2017
Outside Director (Audit and Supervisory Committee
Member), ES NETWORKS CO., LTD.
[Reason for nomination as a candidate for Outside Director and the summary of expected roles]
Having served as Managing Executive Officer, Mizuho Securities Co., Ltd. and Representative Director and
Deputy President, Aozora Bank, Ltd., etc., Mr. Kunimi Tokuoka has long been affiliated with financial institutions
and engaged in corporate management. He has actively expressed his opinions and played a prominent role in thediscussion at meetings of the Company’s Board of Directors from the viewpoint of corporate management ingeneral. In addition, he serves as a Nomination and Remuneration Advisory Committee Member and has engaged
in review of the Company’s Director remuneration system and decisions on the level of Directors’ remuneration.
In view of these achievements and his wealth of expertise and experience in finance in general, the financial
instruments business and related areas, we believe that he will be able to continue to duly perform his duties as
Outside Director, such as providing appropriate advice for the management of the Company, and nominate him
as a candidate for Outside Director. He will have served as an Outside Director of the Company for seven (7)years at the conclusion of this General Meeting of Shareholders.

9

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1973
July 1998
June 2000
July 2003
September 2005
May 2006

Reappointment
OutsideIndependent
Kiichiro Masui(July 16, 1950)

7

Attendance at
Meetings of theBoard of Directors:
93%(13 out of 14
meetings)

July 2008
June 2012
July 2013
June 2014
November 2015
June 2016
June 2017
June 2017
June 2017
June 2018
May 2022
June 2022

Joined Ministry of FinanceDirector-General of the Tokai Local Finance Bureau,
Ministry of FinanceDirector-General of the Kinki Local Finance Bureau,
Ministry of FinanceDirector-General of the Planning and Coordination
Bureau, Financial Services Agency
Senior Managing Director, Japan Securities Dealers
AssociationVice-Chairman and Senior Managing Director, Japan
Securities Dealers AssociationVice-Chairman, Japan Securities Dealers Association
Director, The Tokyo Shoken Building Inc.
Chairman, Japan Investor Protection Fund
President, Japan Securities Research Institute (current
position)
Trustee, Small & Medium Enterprises Welfare
Corporation (current position)
Outside Director, Japan Credit Rating Agency, Ltd.
(current position)
Auditor, The Center for Financial Industry Information
Systems (current position)
Outside Director, Heiwa Real Estate Co., Ltd. (current
position)
Director, General Insurance Rating Organization ofJapan (current position)
Auditor, Japanese Foundation for Cancer Research(current position)
Director, ISHII MEMORIAL SECURITIESRESEARCH PROMOT1ON FOUNDATION(current position)
Outside Director, the Company (current position)

Number ofshares of theCompany held–

[Significant concurrent positions]
President, Japan Securities Research Institute
Trustee, Small & Medium Enterprises Welfare Corporation
Outside Director, Japan Credit Rating Agency, Ltd.
Auditor, The Center for Financial Industry Information Systems
Outside Director, Heiwa Real Estate Co., Ltd.
Director, General Insurance Rating Organization of Japan
Auditor, Japanese Foundation for Cancer Research
Director, ISHII MEMORIAL SECURITIES RESEARCH PROMOT1ON
FOUNDATION[Reason for nomination as a candidate for Outside Director and the summary of expected roles]
Having served as Director-General of the Tokai Local Finance Bureau and the Kinki Local Finance Bureau,
Ministry of Finance, as Director-General of the Planning and Coordination Bureau, Financial Services Agency,
and as Senior Managing Director and Vice-Chairman of the Japan Securities Dealers Association, Mr. Kiichiro
Masui currently serves as President of the Japan Securities Research Institute. He has a wealth of expertise andexperience in finance in general, the financial instruments business, and related areas. In view of this, we believethat he will be able to duly perform his duties as Outside Director and contribute to the enhancement of theCompany’s corporate value. Therefore, we nominate him as a candidate for Outside Director. He will have served
as an Outside Director of the Company for one (1) year at the conclusion of this General Meeting of Shareholders.
(Notes) 1. There are no special interests between each candidate for Directors and the Company.
2. Mr. Kunimi Tokuoka and Mr. Kiichiro Masui are candidates for Outside Directors. The Company has registered themas independent officers with the Tokyo Stock Exchange pursuant to the rules stipulated by the Exchange. If the election

10

of the candidates is approved as proposed, the Company plans to continue registering them as independent officers
with the Exchange.
3. To facilitate the recruitment of talented human resources as Outside Directors, the Company has stipulated in its
Articles of Incorporation that it may enter into an agreement with Outside Directors to limit their liability for damages
to the Company to a certain range. The Company has entered into the liability limitation agreement with Mr. Kunimi
Tokuoka and Mr. Kiichiro Masui.
Outline of the contents of the agreement is as follows:
・If an Outside Director is liable for damages to the Company due to negligence of his/her duty, his/her liability will
be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
・This liability limitation shall be applied only in cases where such Outside Director performed his/her duties giving
rise to such liabilities in good faith and without gross negligence.
If the election of Mr. Kunimi Tokuoka and Mr. Kiichiro Masui as Outside Directors is approved, the Company plansto enter into a similar liability limitation agreement with them.
4. The Company has concluded with an insurance company a directors and officers liability insurance agreement thatcovers the Company’s directors and officers as the insured and compensates the insured for damages that may arise in
the event that the insured are held liable, or incur any claim made in pursuit of such liability, with regard to theperformance of their duties. If their election is approved, the seven (7) candidates for Directors will be covered by the
insurance agreement as the insured. The Company plans to renew the insurance agreement on similar terms andconditions during their terms of office.

11

Proposal 2:

Election of Three (3) Directors Serving as Audit and Supervisory Committee Members

The terms of office of three (3) Directors Serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes theelection of three (3) Directors Serving as Audit and Supervisory Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidates for Directors Serving as Audit and Supervisory Committee Members are as follows:

No.

Name
(Date of birth)

New
FemaleNaoi Niijima(July 6, 1960)

1

Attendance at
Meetings of theBoard of Directors:
100%(18 out of 18
meetings)

Career summary, positions and responsibilities
February 1989 Joined the Company
August 2000 Manager, Corporate Planning Section, Corporate Planning
Department
June 2007
General Manager, Planning Department I
August 2011 Senior General Manager; Deputy Head of Administration
Division and General Manager, General Affairs andPersonnel Department
June 2014
Executive Officer; Deputy Head of Administration Division
and General Manager, General Affairs and Personnel
Department
June 2015
Audit & Supervisory Board Member, AIZAWA Investments
Co., Ltd. (current position)
March 2017 Executive Officer; Head of Administration Division
March 2017 Audit & Supervisory Board Member, Japan Asia Securities
Co., Ltd. (currently the Company)
April 2017
Executive Officer; Head of Compliance Division
June 2017
Director; Head of Compliance Division
March 2018 Director; Head of Compliance Division and General
Manager, Sales Administration Department
July 2018
Director; Head of Compliance Division
April 2020
Director and Managing Executive Officer
February 2021 Director, Aizawa Asset Management Co., Ltd. (current
position)
April 2021
Director, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD. (currently AIZAWASECURITIES CO., LTD.)
April 2021
Director, LIFE DESIGN PARTNERS CO., LTD. (current
position)
October 2021 Director and Managing Executive Officer, AIZAWASECURITIES CO., LTD.
October 2021 Director and Managing Executive Officer CCO
April 2023
Director (current position)
April 2023
Director, AIZAWA SECURITIES CO., LTD. (current
position)

Number ofshares of theCompany held

36,600[Significant concurrent positions]
Director, AIZAWA SECURITIES CO., LTD.
Audit & Supervisory Board Member, AIZAWA Investments Co., Ltd.
Director, Aizawa Asset Management Co., Ltd.
Director, LIFE DESIGN PARTNERS CO., LTD.
[Reason for nomination as a candidate for Director Serving as Audit and Supervisory Committee Member]
Ms. Naoi Niijima has endeavored to strengthen the Company’s compliance system and establish its risk
management system, and is contributing to the enhancement of the Company’s corporate value. She has a wealthof experience, achievements and expertise as she has served as Directors of the Group’s subsidiaries in order toestablish the wealth building business that the Group has been aiming for as well as endeavored to establish andstrengthen the compliance system. In view of these, we expect that she will be able to audit the performance of
duties of Directors from an objective and neutral standpoint and accordingly nominate her as a candidate for
Director Serving as Audit and Supervisory Committee Member.
12

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1998
July 2001
July 2003

Reappointment
OutsideIndependent
Yukinori Hanafusa(May 10, 1975)
Attendance at
Meetings of theBoard of Directors:
100%(18 out of 18
meetings)

2

Attendance at
Meetings of the
Audit andSupervisory
Committee:
100%(19 out of 19
meetings)

Joined Aoyama Audit Corporation
Registered as Certified Public Accountant
Joined Japan Asia Holdings Limited (currently Japan Asia
Group Limited)
August 2009 Established Accounting Works Co., Ltd.; President (current
position)
March 2015 Audit & Supervisory Board Member, ARCLAND SERVICE
CO., LIMITED (currently ARCLAND SERVICEHOLDINGS CO., LTD. )March 2016 Outside Director (Audit and Supervisory Committee
Member) (current position)
September
Outside Director (Audit and Supervisory Committee
2017
Member), PeptiDream Inc. (current position)
May 2018
Outside Audit and Supervisory Board Member, GIFT inc.
(currently GIFT HOLDINGS INC.)
January 2019 Outside Director (Audit and Supervisory Committee
Member) (current position)
June 2020
Outside Director, the Company
June 2021
Outside Director (Audit and Supervisory Committee
Member) (current position)
October 2021 Representative Partner, Hatchobori Tax Accountant
Corporation (current position)

Number ofshares of theCompany held–

[Significant concurrent positions]
President, Accounting Works Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), ARCLANDSERVICE HOLDINGS CO., LTD.
Outside Director (Audit and Supervisory Committee Member), PeptiDreamInc.
Outside Director (Audit and Supervisory Committee Member), GIFT
HOLDINGS INC.
Representative Partner, Hatchobori Tax Accountant Corporation[Reason for nomination as a candidate for Outside Director Serving as Audit and Supervisory Committee Member
and the summary of expected roles]
As a Certified Public Accountant, Mr. Yukinori Hanafusa is experienced in corporate accounting and auditing,and has vast professional knowledge and experience, including a wealth of experience as an outside director andauditor and as an executive at listed companies, as well as deep insights. We expect that he will engage in reviewof the Company’s Director remuneration system and decisions on the level of Directors’ remuneration as a
Nomination and Remuneration Advisory Committee Member and will be able to duly perform his duties as
Outside Director, such as providing appropriate advice for the management of the Company, and accordingly
nominate him as a candidate for Outside Director Serving as Audit and Supervisory Committee Member. He will
have served as Outside Director of the Company for three (3) years and Outside Director Serving as Audit andSupervisory Committee Member of the Company for two (2) years at the conclusion of this General Meeting of
Shareholders.

13

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990

New
FemaleOutsideIndependent

Number ofshares of theCompany held

Joined The Sumitomo Trust and Banking., Co., Ltd.
(currently Sumitomo Mitsui Trust Bank, Limited)
Seconded to SBI Sumishin Net Bank, Ltd.
General Manager, Risk Management Department II

April 2011
December
2011
October 2012 Deputy General Manager, Inter-Market Settlement
Department, Sumitomo Mitsui Trust Bank, Limited
Maki Seike
October 2016 General Manager in charge of Human Resources–(September 20,
Department and General Manager, Diversity & Inclusion
1966)
Promotion Office
October 2018 General Manager, Inter-Market Settlement Department
July 2020
General Manager, Shin Yurigaoka Branch
3
August 2021 Seconded to General Manager, Planning and Administration
Department, UBS SuMi TRUST Wealth Advisory Co., Ltd.
(current position)[Reason for nomination as a candidate for Outside Director Serving as Audit and Supervisory Committee Member
and the summary of expected roles]
Ms. Maki Seike has been engaged in marketable financial instrument business, risk management operation, andpromotion of diversity and inclusion, etc. at financial institutions and has a wealth of experience, achievements
and expertise in risk assessment and management and promotion of diversity at financial institutions. We expectthat she will be able to duly perform her duties as Outside Director such as providing appropriate advice for the
management of the Company, and accordingly nominate her as a candidate for Outside Director Serving as Audit
and Supervisory Committee Member.
(Notes) 1. There are no special interests between each candidate for Directors and the Company.
2. Mr. Yukinori Hanafusa and Ms. Maki Seike are candidates for Outside Directors Serving as Audit and Supervisory
Committee members. The Company has registered Mr. Yukinori Hanafusa as an independent officer with the Tokyo
Stock Exchange pursuant to the rules stipulated by the Exchange. If the election of the candidate is approved as
proposed, the Company plans to continue to registering him as an independent officer with the Exchange. If Ms. Maki
Seike is elected as proposed, the Company plans to newly register her as an independent officer with the Exchange.
3. The Company has stipulated in its Articles of Incorporation that it may enter into an agreement with Directors(excluding Directors serving as executive officers) to limit their liability for damages to the Company to a certain
range. The Company has entered into the liability limitation agreement with Mr. Yukinori Hanafusa.
Outline of the contents of the agreement is as follows:
・If a Director (excluding a Director serving as an executive officer) is liable for damages to the Company due tonegligence of his/her duty, his/her liability will be limited to the minimum amount of liability stipulated in Article
425, Paragraph 1 of the Companies Act.
・The aforementioned liability limitation shall be applied only in cases where such Director (excluding a Director
serving as an executive officer) performed his/her duties giving rise to such liabilities in good faith and withoutgross negligence.
If the proposal is approved as proposed, the Company plans to continue the same liability limitation agreement with
Mr. Yukinori Hanafusa. In addition, the Company plans to enter into a similar liability limitation agreement with Ms.
Naoi Niijima and Ms. Maki Seike.
4. The Company has concluded with an insurance company a directors and officers liability insurance agreement thatcovers the Company’s directors and officers as the insured and compensates the insured for damages that may arise in
the event that the insured are held liable, or incur any claim made in pursuit of such liability, with regard to theperformance of their duties. If their election is approved, the three (3) candidates will be covered by the insurance
agreement as the insured. The Company plans to renew the insurance agreement on similar terms and conditions
during their terms of office.
5. The registered name of Ms. Maki Seike is Maki Ishikawa. The name she uses in her business duties is stated here.

14

Proposal 3:

Election of One (1) Substitute Director Serving as Audit and Supervisory Committee
MemberIn preparation for the possibility of the number of Directors Serving as Audit and Supervisory Committee
Members falling below the number stipulated in laws and regulations, the Company proposes the election of
one (1) substitute Director Serving as Audit and Supervisory Committee Member.
The Company has obtained the consent of the Audit and Supervisory Committee for this proposal.
The candidate for a substitute Director Serving as Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, positions and responsibilities

Number ofshares of theCompany held

April 1976

Joined the Industrial Bank of Japan, Ltd. (currently Mizuho
Bank, Ltd.)May 1987
Seconded to IBJ International plc, Associate Director
July 1993
General Manager, Bond Sales Division I, IBJ Securities Co.,
Ltd. (currently Mizuho Securities Co., Ltd.)
June 1999
Executive Officer
OutsideOctober 2000 Managing Executive Officer; General Manager, Market
Independent
Sales Group, Mizuho Securities Co., Ltd.
–
April 2007
Managing Executive Officer; General Manager, Global
Kunimi Tokuoka
Investment Bank Department(November 27, 1951)
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
2008
June 2009
Representative Director and Deputy President
June 2016
Outside Director, the Company (current position)
July 2017
Outside Director (Audit and Supervisory Committee
Member), ES NETWORKS CO., LTD.
[Reason for nomination as a candidate for a substitute Outside Director Serving as Audit and Supervisory
Committee Member and the summary of expected roles]
Having served as Managing Executive Officer, Mizuho Securities Co., Ltd. and Representative Director and
Deputy President, Aozora Bank, Ltd., etc., Mr. Kunimi Tokuoka has long been affiliated with financial institutions
and engaged in corporate management. He has a wealth of expertise and experience in finance in general, thefinancial instruments business and related areas, and we believe that he will be able to continue to duly perform
his duties as Outside Director, such as providing appropriate advice for the management of the Company, andaccordingly nominate him as a candidate for a substitute Outside Director Serving as Audit and Supervisory
Committee Member. He will have served as an Outside Director of the Company for seven (7) years at theconclusion of this General Meeting of Shareholders.
(Notes) 1. There are no special interests between the candidate for Director and the Company.
2. If proposal 1 “Election of Seven (7) Directors (Excluding Directors Serving as Audit and Supervisory Committee
Members)” is approved as proposed, the candidate will take office as Outside Director who is not an Audit andSupervisory Committee Member. In the event, however, that the number of Directors Serving as Audit and Supervisory
Committee Members falls below the number stipulated in laws and regulations, then the candidate will retire as
Director who is not an Audit and Supervisory Committee Member and take office as Outside Director Serving as Audit
and Supervisory Committee Member.
3. To facilitate the recruitment of talented human resources as Outside Directors, the Company has stipulated in its
Articles of Incorporation that it may enter into an agreement with Outside Directors to limit their liability for damages
to the Company to a certain range. The Company has entered into the liability limitation agreement with the candidate.
If the election of the candidate is approved and the candidate takes office as Outside Director Serving as Audit andSupervisory Committee Member, the Company plans to enter into a liability limitation agreement with the candidate.
Outline of the contents of the agreement is as follows:
・If an Outside Director is liable for damages to the Company due to negligence of his/her duty, his/her liability will
be limited to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the Companies Act.
・The aforementioned liability limitation shall be applied only in cases where such Outside Director performed his/herduties giving rise to such liabilities in good faith and without gross negligence.
4. As the candidate satisfies the requirements for an independent officer set forth in the rules of the Tokyo Stock Exchange,
the Company has registered him as an independent officer with the Exchange, and if he takes office as Outside Director
Serving as Audit and Supervisory Committee Member, the Company will continue to designate him as an independent
officer.
5. The Company has concluded with an insurance company a directors and officers liability insurance agreement thatcovers the Company’s directors and officers as the insured and compensates the insured for damages that may arise in
the event that the insured are held liable, or incur any claim made in pursuit of such liability, with regard to the15performance of their duties. If the election of the candidate is approved and takes office as Outside Director Serving
as Audit and Supervisory Committee Member, the candidate will be covered by the insurance agreement as the insured.
The Company plans to renew the insurance agreement on similar terms and conditions during his term of office.

16

(Reference)
Directors’ Skill Matrix(If the candidates for Directors are elected at this Annual General Meeting of Shareholders)
The following is a skill matrix of the Company’s Directors.
Corporate
Mgmt

Securities

Takuya Aizawa〇〇

Atsushi Ohishi

〇

〇

〇

Kazuhiro Mashiba

〇

〇

〇

〇

Shinichiro Shiraki

〇

〇

〇

Yasuhiro Shibata

〇

〇

〇

〇

Kunimi Tokuoka

〇

〇

〇

〇

Name

Kiichiro Masui
Naoi Niijima

Investment
Mgmt

Finance
Accounting

IT
Systems〇

Personnel
Human
Law
Resources
Compliance
Development

〇

〇
〇

〇
〇

〇
〇

〇

〇

〇

Yukinori Hanafusa〇〇

Maki Seike

〇

〇

17

〇

〇