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 4, 2021
To Shareholders with Voting Rights:
Takuya Aizawa
President
AIZAWA SECURITIES CO., LTD.
1-20-3 Nihonbashi, Chuo-ku,
Tokyo, JapanNOTICE OF THE 101ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to inform you that the 101st Annual General Meeting of Shareholders of AIZAWASECURITIES CO., LTD. (the “Company”) will be held for the purposes as described below.
In order to prevent the spread of the coronavirus disease (COVID-19) infection, we strongly encourage ourshareholders to exercise your voting rights in advance in writing or via the Internet, etc. to the extent possible.
If you attend the meeting, please kindly check the COVID-19 infection situation and your own physicalcondition on the date of the event, and give thoughtful attention to the prevention of the infection, including
wearing a face cover. In addition, the Company may, at its discretion, take some measures required to ensure
the safety of our shareholders and prevent the spread of infection at the site of the meeting. We kindly appreciate
your cooperation in this regard.
When exercising your voting rights in writing or via the Internet, etc., please review the attached Reference
Documents for the General Meeting of Shareholders, and exercise your voting rights by 5:00 p.m. (JST) on
Thursday, June 24, 2021.
1. Date and Time:

Friday, June 25, 2021 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)

2. Place:

4F, Bellesalle Tokyo Nihonbashi, Tokyo Nihonbashi Tower
2-7-1 Nihonbashi, Chuo-ku, Tokyo, Japan* The Company will not hand out souvenirs to those who will attend the General
Meeting of Shareholders this year as well. We would appreciate yourunderstanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the 101st Fiscal
Year (April 1, 2020 - March 31, 2021) and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Audit& Supervisory Board
2. Non-consolidated Financial Statements for the 101st Fiscal Year (April 1,2020 - March 31, 2021)
Proposals to be resolved:
Approval of Absorption-type Company Split Agreement
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Six (6) Directors (Excluding Directors Serving as Audit andProposal 3:
Supervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Proposal 4:
Members1

Proposal 5:
Proposal 6:
Proposal 7:
Proposal 8:

Election of One (1) Substitute Director Serving as Audit and Supervisory
Committee Member
Determination of the Amount of the Remuneration for Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members)
Determination of the Amount of the Remuneration for Directors Serving as
Audit and Supervisory Committee Members
Determination of the Amount of the Remuneration for Granting to Directors(Excluding Directors Serving as Audit and Supervisory Committee Members)
Restricted StockIn accordance with the provisions of laws and regulations and Article 18 of the Company’s Articles of Incorporation,
the following matters are posted on the Company’s website, and are not included in this Notice and attacheddocuments. (URL: https://www.aizawa.co.jp/ir/library/general_meeting.html)<1> The Non-consolidated Financial Statements of AIZAWA Investments Co., Ltd. pertaining to the company’s
final fiscal year
<2> “Systems to Ensure Appropriateness of Business Operations” in the Business Report<3> Notes to the Consolidated Financial Statements<4> Notes to the Non-consolidated Financial Statements
Thus, documents provided with this Notice constitute a portion of the scope of audit in the Independent Auditor’sReport and the Audit Report by the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require any revisions, the revisions will be posted on the
Company’s website (https://www.aizawa.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposal 1:

Approval of Absorption-type Company Split Agreement

1. Reasons for implementing the absorption-type company split
Under the management philosophy of “Serving more people for their prosperity and happy lives throughsecurities investment,” the Company engages in the wealth building business, while upholding its vision to bea “Hope Courier,” a company that delivers hope to customers by providing financial instruments, and to be “aretail securities firm that goes beyond retailing” by not only offering conventional securities house services,
but also supporting customers in resolving their issues.
The financial industry, in which the Company operates its business, is facing demands to reform its
traditional sales model, which has been largely dependent on in-person visits, due to the impact of the COVID19 pandemic, and is currently finding itself in an intensively competitive environment due to the trend of lower
commission fees centered around online securities firms, while competitors are entering the securities business,
including independent financial advisors (IFA) and those from other industries.
Under these circumstances, it is imperative to establish an organizational system that allows for more
appropriate and speedier decision making and more flexible execution of business strategies than ever before.
Accordingly, the Company and its subsidiaries and affiliates (collectively referred to as “the Group”) havedecided to segment the Group’s businesses into four sectors—securities, financial instruments intermediary,
asset management, and investment—and to shift to a holding company structure under which operatingcompanies engaged in each sector as core business are controlled by the holding company. The Group hasreached a conclusion that the shift to a holding company structure will enable the Group to, among other aims,
achieve greater agility in its business operations as the entire Group, speed up decision making, enhance its
financial position through more effective resource allocation, and formulate strategies for creating new
businesses without being limited by the conventional mindset. Under the new system, the Group will seek tobecome a comprehensive financial services group that offers high quality services.
In order to shift to a holding company for the reasons above, the Company proposes that AIZAWASECURITIES DIVISION PREPARATION CO., LTD., a wholly-owned subsidiary of the Company, succeed
to the rights and obligations pertaining to the financial instruments business, one of the businesses currently
operated by the Company, and AIZAWA Investments Co., Ltd., a wholly-owned subsidiary of the Company,
succeed to the rights and obligations pertaining to the investment business, effective as of October 1, 2021
(scheduled).
2. Outline of the details of the absorption-type company split agreement(1) “Absorption-type company split agreement (copy)” (AIZAWA SECURITIES DIVISION PREPARATION
CO., LTD.)
Absorption-type Company Split Agreement
AIZAWA SECURITIES CO., LTD. (“Party A”) and AIZAWA SECURITIES DIVISION PREPARATION CO.,LTD. (“Party B”) hereby enter into this Absorption-type Company Split Agreement (“this Agreement”) as set
forth below, regarding an absorption-type company split whereby Party B shall succeed to the rights andobligations held by Party A in respect of the financial instruments business and related businesses (the“Business”), one of the businesses of Party A (the “Company Split”).
Article 1 (Trade names and domiciles of the companies that are the parties to this Agreement)
The trade names and domiciles of the splitting company and the successor company pertaining to theCompany Split shall be as follows:(Party A) The splitting company
Trade name:AIZAWA SECURITIES CO., LTD.
Domicile:
1-20-3, Nihonbashi, Chuo-ku, Tokyo, Japan(Party B) The successor company
Trade name:AIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
Domicile:
1-20-3, Nihonbashi, Chuo-ku, Tokyo, Japan3

Article 2 (Assets, liabilities, employment contracts, and other rights and obligations to be succeeded)
1. The details of the assets, liabilities, employment contracts, other rights and obligations, andcontractual status succeeded by Party B from Party A as a result of the Company Split (the “Rights,
Obligations and Others to be Succeeded”) shall be as specified in the “Itemized List of Rights,
Obligations and Others to be Succeeded” attached hereto; provided that if permission, authorization
or approval by relevant government or public authorities is required for the transfer of any of theRights, Obligations and Others to be Succeeded, such Rights, Obligations and Others to be Succeeded
shall be transferred and succeeded by the Company Split subject to the acquisition of such permission,authorization or approval; and provided further that if any conflict arises in respect of the Rights,
Obligations and Others to be Succeeded due to the provisions of the contracts pertaining thereto, Party
A and Party B shall have a consultation about such conflict.
2. The succession of any and all liabilities by Party B from Party A under the provisions of paragraph 1of this Article shall be performed in the form of a concomitant assumption of liabilities (chojo-tekisaimu hikiuke); provided, however, that, Party B shall ultimately assume all such liabilities between
Party A and Party B, and if Party A has assumed any of such liabilities to be succeeded by performing
obligations or otherwise, Party A shall be entitled to claim compensation from Party B for any and all
costs and expenses incurred by Party A in connection with such assumption.
3. If the transfer of any of the Rights, Obligations and Others to be Succeeded is subject to registration,
entry, notice, consent or any other proceeding, or entails any of such proceedings as a perfection
requirement, Party A shall, subject to consultation between Party A and Party B, cooperate with Party
B in such proceeding as needed. Party B shall bear the registration fees and other costs and expenses
for such proceeding.
Article 3 (Delivery of money, etc. for the company split)
Upon the execution of the Company Split, Party B shall issue 200,000 shares of its common stock andallocate and deliver all of the shares to Party A as the consideration for the Rights, Obligations and Others
to be Succeeded.
Article 4 (Amounts of Party B’s share capital and others)
The amounts of Party B’s share capital and legal capital surplus as a result of the Company Split shall be
as stated herein below; provided, however, that Party A and Party B may change such amounts subject toconsultation between Party A and Party B, depending on the state of the assets and liabilities of the Businessas of the date upon which the Company Split takes effect (the “Effective Date”).
(1) Share capital
0 yen(2) Legal capital surplus
0 yen(3) Other capital surplus
Equal to changes in equity less the amounts of the preceding items(4) Legal retained earnings
0 yen(5) Other retained earnings
0 yen
Article 5 (Effective date of the Company Split)
The Effective Date shall be October 1, 2021; provided, however, that if deemed necessary due to progressin proceedings hereunder or for any other reason, the Effective Date may be changed subject to consultation
between Party A and Party B.
Article 6 (Approval by the general meeting of shareholders)
1. Party A shall obtain approval for this Agreement at the general meeting of its shareholders scheduled
to be held on June 25, 2021 to perform the Company Split; provided, however, that if deemednecessary due to progress in proceedings hereunder or for any other reason, this process may bechanged subject to consultation between Party A and Party B.
2. Party B shall obtain approval for this Agreement at the general meeting of its shareholders scheduled
to be held on June 25, 2021 to perform the Company Split; provided, however, that if deemednecessary due to progress in proceedings hereunder or for any other reason, this process may bechanged subject to consultation between Party A and Party B.
Article 7 (Change of trade names)
1. Subject to the Company Split taking effect, Party A shall change its trade name to “AIZAWASECURITIES GROUP CO., LTD.” as of the Effective Date.
2. Subject to the Company Split taking effect, Party B shall change its trade name to “AIZAWASECURITIES CO., LTD.” as of the Effective Date.
4

Article 8 (Non-competition)
Party A shall in no way be subject to the obligations not to compete in connection with the Business evenafter the Company Split.
Article 9 (Due care of a prudent manager)
During the period between the execution of this Agreement and the Effective Date, Party A and Party B
shall execute their respective operations and manage and operate their respective properties with the due
care of a prudent manager, and Party A and Party B shall not perform any act which may have a material
effect on their respective properties, rights and obligations without prior consultation between Party A andParty B.
Article 10 (Modification of the terms and conditions of this Agreement and termination of this Agreement)
During the period between the execution of this Agreement and the Effective Date, Party A and Party B
may modify the terms and conditions for the Company Split or terminate this Agreement subject toconsultation between Party A and Party B, in the event that: any material change has occurred in the stateof assets or business of Party A or Party B due to a natural disaster or any other event; statutory approval
by relevant government or public authorities is not granted; a certain event has occurred that constitutes amajor impediment to the execution of the Company Split; or otherwise it becomes difficult to achieve theobjectives of the Company Split.
Article 11 (Matters for consultation)
The matters stipulated in this Agreement or any matter necessary in respect of the Company Split shall be
determined upon consultation between Party A and Party B in accordance with the purpose of thisAgreement.
IN WITNESS WHEREOF, Party A and Party B have caused this Agreement to be duly prepared, by placing
their signatures and seals thereon, and Party A shall retain the original and Party B shall retain one copy thereof.
April 28, 2021
Party A

1-20-3, Nihonbashi, Chuo-ku, Tokyo, JapanAIZAWA SECURITIES CO., LTD.
Takuya Aizawa, President and Representative Director (seal)

Party B

1-20-3, Nihonbashi, Chuo-ku, Tokyo, JapanAIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
Takuya Aizawa, President and Representative Director (seal)

Attachment: Itemized List of Rights, Obligations and Others to be Succeeded
Party B shall succeed to the assets, liabilities, employment contracts, other rights and obligations, andcontractual status from Party A pertaining to the Business of Party A as of the Effective Date of theCompany Split that are set forth herein below, as a result of the Company Split; provided that the assets andliabilities included in the Rights, Obligations and Others to be Succeeded shall be determined based on thebalance sheet and other accounts as of March 31, 2021, which shall be adjusted with addition andsubtraction to reflect any change that may occur until the day before the Effective Date of the Company
Split.
1. Assets to be succeeded
Any and all assets, excluding the following:(1) Cash and deposits necessary for Party A as funds for managing and controlling its subsidiaries andaffiliates after the Company Split(2) Other current assets (excluding those pertaining to the Business)(3) Tangible fixed assets and intangible fixed assets (excluding those pertaining to the Business)(4) Investment securities for long-term holding and pure investment purposes (excluding foreign bonds)
and investments in securities of subsidiaries and affiliates5(5) Long-term loans to subsidiaries and affiliates, long-term guarantee deposits (excluding leasehold
deposits for the head office building), and facility membership including golf club membership
2. Liabilities to be succeeded
Any and all liabilities, excluding the following:(1) Liabilities pertaining to the assets not to be succeeded(2) Other current liabilities (excluding those pertaining to the Business)(3) Long-term borrowings(4) Liabilities for national and local taxes and other liabilities under public law that have accrued before
the Company Split takes effect
3. Employment contracts and others to be succeeded
Any and all employment contracts that the Party A has entered into as of the Effective Date of the Company
Split and any and all rights and obligations thereunder
4. Other rights and obligations to be succeeded(1) Contracts other than employment contracts
Any and all contractual statuses under such contracts pertaining to the Business and the rights andobligations thereunder, excluding such contractual statuses, rights and obligations that relate to thecontrol, management and group operation in respect of the operations of the companies whose sharesare held by Party A(2) Intellectual property rights
Any and all industrial property rights, copyrights, know-how, and trademarks pertaining to theBusiness, excluding such industrial property rights, copyrights, know-how, and trademarks that relate
to the control, management and group operation in respect of the operations of the companies whose
shares are held by Party A(3) Permissions, authorization and others
Any and all permissions, authorizations, approvals, registrations and notifications pertaining to theBusiness that may be succeeded under laws and regulations, excluding such permissions,authorizations, approvals, registrations and notifications that relate to the control, management andgroup operation in respect of the operations of the companies whose shares are held by Party A(2) “Absorption-type company split agreement (copy)” (AIZAWA Investments Co., Ltd.)
Absorption-type Company Split Agreement
AIZAWA SECURITIES CO., LTD. (“Party A”) and AIZAWA Investments Co., Ltd. (“Party B”) hereby enter
into this Absorption-type Company Split Agreement (“this Agreement”) as set forth below, regarding anabsorption-type company split whereby Party B shall succeed to the rights and obligations held by Party A in
respect of the investment business (the “Business”), one of the businesses of Party A (the “Company Split”).
Article 1 (Trade names and domiciles of the companies that are the parties to this Agreement)
The trade names and domiciles of the splitting company and the successor company pertaining to theCompany Split shall be as follows:(Party A) The splitting company
Trade name:AIZAWA SECURITIES CO., LTD.
Domicile:
1-20-3, Nihonbashi, Chuo-ku, Tokyo, Japan(Party B) The successor company
Trade name:AIZAWA Investments Co., Ltd.
Domicile:
1-20-3, Nihonbashi, Chuo-ku, Tokyo, Japan
Article 2 (Assets, liabilities, employment contracts, and other rights and obligations to be succeeded)
1. The details of the assets, liabilities, employment contracts, other rights and obligations, andcontractual status succeeded by Party B from Party A as a result of the Company Split (the “Rights,
Obligations and Others to be Succeeded”) shall be as specified in the “Itemized List of Rights,
Obligations and Others to be Succeeded” attached hereto; provided that if permission, authorization
6

2.

3.

or approval by relevant government or public authorities is required for the transfer of any of theRights, Obligations and Others to be Succeeded, such Rights, Obligations and Others to be Succeeded
shall be transferred and succeeded by the Company Split subject to the acquisition of such permission,authorization or approval; and provided further that if any conflict arises in respect of the Rights,
Obligations and Others to be Succeeded due to the provisions of the contracts pertaining thereto, Party
A and Party B shall have a consultation about such conflict.
The succession of any and all liabilities by Party B from Party A under the provisions of paragraph 1of this Article shall be performed in the form of a concomitant assumption of liabilities (chojo-tekisaimu hikiuke); provided, however, that, Party B shall ultimately assume all such liabilities between
Party A and Party B, and if Party A has assumed any of such liabilities to be succeeded by performing
obligations or otherwise, Party A shall be entitled to claim compensation from Party B for any and all
costs and expenses incurred by Party A in connection with such assumption.
If the transfer of any of the Rights, Obligations and Others to be Succeeded is subject to registration,
entry, notice, consent or any other proceeding, or entails any of such proceedings as a perfection
requirement, Party A shall, subject to consultation between Party A and Party B, cooperate with Party
B in such proceeding as needed. Party B shall bear the registration fees and other costs and expenses
for such proceeding.

Article 3 (Delivery of money, etc. for the company split)
Upon the execution of the Company Split, Party B shall issue 20,000 shares of its common stock andallocate and deliver all of the shares to Party A as the consideration for the Rights, Obligations and Others
to be Succeeded.
Article 4 (Amounts of Party B’s share capital and others)
The amounts of Party B’s share capital and legal capital surplus as a result of the Company Split shall be
as stated herein below; provided, however, that Party A and Party B may change such amounts subject toconsultation between Party A and Party B, depending on the state of the assets and liabilities of the Businessas of the date upon which the Company Split takes effect (the “Effective Date”).
(1) Share capital
0 yen(2) Legal capital surplus
0 yen(3) Other capital surplus
Equal to changes in equity less the amounts of the preceding items(4) Legal retained earnings
0 yen(5) Other retained earnings
0 yen
Article 5 (Effective date of the Company Split)
The Effective Date shall be October 1, 2021; provided, however, that if deemed necessary due to progressin proceedings hereunder or for any other reason, the Effective Date may be changed subject to consultation
between Party A and Party B.
Article 6 (Approval by the general meeting of shareholders)
1. Party A shall obtain approval for this Agreement at the general meeting of its shareholders scheduled
to be held on June 25, 2021 to perform the Company Split; provided, however, that if deemednecessary due to progress in proceedings hereunder or for any other reason, this process may bechanged subject to consultation between Party A and Party B.
2. Party B shall obtain approval for this Agreement at the general meeting of its shareholders scheduled
to be held on June 25, 2021 to perform the Company Split; provided, however, that if deemednecessary due to progress in proceedings hereunder or for any other reason, this process may bechanged subject to consultation between Party A and Party B.
Article 7 (Non-competition)
Party A shall in no way be subject to the obligations not to compete in connection with the Business evenafter the Company Split.
Article 8 (Due care of a prudent manager)
During the period between the execution of this Agreement and the Effective Date, Party A and Party B
shall execute their respective operations and manage and operate their respective properties with the due
care of a prudent manager, and Party A and Party B shall not perform any act which may have a material
effect on their respective properties, rights and obligations without prior consultation between Party A andParty B.
7

Article 9 (Modification of the terms and conditions of this Agreement and termination of this Agreement)
During the period between the execution of this Agreement and the Effective Date, Party A and Party B
may modify the terms and conditions for the Company Split or terminate this Agreement subject toconsultation between Party A and Party B, in the event that: any material change has occurred in the stateof assets or business of Party A or Party B due to a natural disaster or any other event; statutory approval
by relevant government or public authorities is not granted; a certain event has occurred that constitutes amajor impediment to the execution of the Company Split; or otherwise it becomes difficult to achieve theobjectives of the Company Split.
Article 10 (Matters for consultation)
The matters stipulated in this Agreement or any matter necessary in respect of the Company Split shall be
determined upon consultation between Party A and Party B in accordance with the purpose of thisAgreement.
IN WITNESS WHEREOF, Party A and Party B have caused this Agreement to be duly prepared, by placing
their signatures and seals thereon, and Party A shall retain the original and Party B shall retain one copy thereof.

April 28, 2021
Party A

1-20-3, Nihonbashi, Chuo-ku, Tokyo, JapanAIZAWA SECURITIES CO., LTD.
Takuya Aizawa, President and Representative Director (seal)

Party B

1-20-3, Nihonbashi, Chuo-ku, Tokyo, JapanAIZAWA Investments Co., Ltd.
Kazuhiro Mashiba, President and Representative Director (seal)

Attachment: Itemized List of Rights, Obligations and Others to be Succeeded
Party B shall succeed to the assets, liabilities, employment contracts, other rights and obligations, andcontractual status from Party A pertaining to the Business of Party A as of the Effective Date of theCompany Split that are set forth herein below, as a result of the Company Split; provided that the assets andliabilities included in the Rights, Obligations and Others to be Succeeded shall be determined based on thebalance sheet and other accounts as of March 31, 2021, which shall be adjusted with addition andsubtraction to reflect any change that may occur until the day before the Effective Date of the Company
Split.
1. Assets to be succeeded
The assets to be succeeded shall be the following:(1) Tangible fixed assets pertaining to the Business(2) Securities for pure investment purposes (excluding foreign bonds)
2. Liabilities to be succeeded
The liabilities to be succeeded shall be the following:(1) Liabilities pertaining to the assets to be succeeded
3. Employment contracts and others to be succeeded
Party B shall not succeed to the status under employment contracts pertaining to the Business or to therights and obligations thereunder.
4. Other rights and obligations to be succeeded(1) Contracts other than employment contracts
Any and all contractual statuses pertaining to the Business and the rights and obligations thereunder(2) Intellectual property rights
No intellectual property right shall be succeeded.
8

(3) Permissions, authorization and others
Permissions, authorizations, approvals, registrations and notifications pertaining to the Business that
may be transferred and succeeded under laws and regulations, excluding such permissions,authorizations, approvals, registrations and notifications that Party A needs to continue to hold3.

Summary of the contents of the matters set forth in Article 183 of the Regulation for Enforcement of theCompanies Act(1) Matters concerning the appropriateness of the consideration(i) Matters concerning the number of shares to be delivered
Upon the absorption-type split, which will take effect on October 1, 2021, the successor company, AIZAWASECURITIES DIVISION PREPARATION CO., LTD., will newly issue 200,000 shares of its common stock
and allocate and deliver all of the shares to the splitting company, the Company.
Upon the absorption-type split, which will take effect on October 1, 2021, the successor company, AIZAWA
Investments Co., Ltd., will newly issue 20,000 shares of its common stock and allocate and deliver all of theshares to the splitting company, the Company.
Because the successor companies are wholly-owned subsidiaries of the Company and will deliver to theCompany all of the shares they will newly issue upon the absorption-type split which will take effect on
October 1, 2021, the numbers of the shares to be issued by the successor companies were determined bymutual consultation between the Company and the successor companies, and were judged to be appropriate.
(ii) Matters concerning share capital and legal capital surplus
The amounts of the successor companies’ share capital and legal capital surplus to be increased as a result of
the absorption-type split are as follows, respectively, and the Company judged that the amounts areappropriate in light of the successor companies’ respective businesses and the assets and liabilities to be
succeeded by each of the successor companies from the Company.
Successor company
Share capital
Legal capital surplus
AIZAWA SECURITIES DIVISION
3,000 million yen
0 million yen
PREPARATION CO., LTD.
AIZAWA Investments Co., Ltd.
300 million yen
220 million yen(2) The contents of the financial statements and other relevant accounts pertaining to the successor
company’s most recent fiscal year(i) AIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
AIZAWA SECURITIES DIVISION PREPARATION CO., LTD. has not closed a fiscal year yet because thecompany was established on April 1, 2021. The balance sheet of the company as of the date of its
establishment is as follows:
Item(Assets)
Current assets
Cash and deposits
Non-current assets

Total assets

Amount

Item

300
300
-

300

9

(Unit: Millions of yen)Amount(Liabilities)
Current liabilities
Non-current liabilities-

Total liabilities(Net assets)
Shareholders’ equity
Share capital
Capital surplus
Retained earnings

300
300
-

Total net assets
Total liabilities and net assets

300
300

(ii) AIZAWA Investments Co., Ltd.
In accordance with the provisions of laws and regulations and Article 18 of the Company’s Articles ofIncorporation, the financial statements and other relevant accounts of AIZAWA Investments Co., Ltd.
pertaining to the company’s final fiscal year are posted on the Company’s website(https://www.aizawa.co.jp/ir/library/general_meeting.html).
(3) The contents of disposal of material properties, assumption of material liabilities, and any other event
having a material effect on the status of company properties that occurred after the last day of thesuccessor company’s most recent fiscal year or after the date of the establishment of the successor
company
There is no relevant event.
(4) The contents of disposal of material properties, assumption of material liabilities, and any other event
having a material effect on the status of company properties that occurred after the last day of the
splitting company’s most recent fiscal year
There is no relevant event.

10

Proposal 2:

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendment(1) As described in proposal 1 “Approval of Absorption-type Company Split Agreement,” the Company
will shift to a holding company structure as of the Effective Date, October 1, 2021 (scheduled).
Accordingly, the Company proposes that, effective as of the Effective Date, October 1, 2021
(scheduled), ARTICLE 1 (Name of the Company) and ARTICLE 2 (Objective of the Company) of
the Articles of Incorporation of the Company be amended, on the condition that proposal 1 isapproved as proposed and this Absorption-type Company Split takes effect.
(2) As the Group will shift to a holding company structure, the Company will move its head office to
Minato-ku, Tokyo, with the aim of enhancing the Group’s overall functions and increasing
management efficiency while also promoting the Company’s Career Development Program (CDP)
to advance the Group employees’ work-life balance, and accordingly proposes that ARTICLE 3(Location of Head Office) of the Articles of Incorporation be amended.
This amendment will take effect as of the date of relocation of the head office to be determined at theBoard of Directors meeting that will be held by June 30, 2021.
(3) The Company intends to shift from a Company with a Board of Company Auditors to a Company
with an Audit and Supervisory Committee, with the aim of increasing the supervisory function of theBoard of Directors, further strengthening its corporate governance system and enhancing its corporate
value by appointing Audit and Supervisory Committee Members who take charge of auditing andsupervising Directors’ execution of their duties to members of the Board of Directors with voting
rights. Therefore, the Company proposes that the Articles of Incorporation be amended as described
below.
This amendment will take effect at the conclusion of this General Meeting of Shareholders.
(i) The provisions concerning Directors serving as Audit and Supervisory Committee Members andthe Audit and Supervisory Committee will be newly established and the provisions concerning
the Corporate Auditors and the Board of Corporate Auditors be deleted, as required for the shift
to a Company with an Audit and Supervisory Committee.
(ii) Provisions concerning the delegation of authorities to Directors serving as executive officers tomake decision on the execution of important duties will be newly established in order to increase
management efficiency and enable speedy decision making.
(iii) The Company will enter into a liability limitation agreement with Directors who do not serve as
executive officers as well to ensure that they will be able to fully perform their expected roles,
and the Articles of Incorporation will be amended accordingly.
(iv) In addition, the Company proposes modifications of the wording and other changes necessary
in connection with the amendment above.
2. Details of the amendment
The details of the amendment are as described below. (The amended parts are underlined.)
Details of the amendment(The amended parts are underlined.)
Proposed amendment
CHAPTER 1 General Provisions

Current Articles of Incorporation
CHAPTER 1 General Provisions
ARTICLE 1 (Name of the Company)
The name of the Company shall be Aizawa Shoken
Kabushiki Kaisha. It shall be written in English as
AIZAWA SECURITIES CO., LTD.

ARTICLE 1 (Name of the Company)
The name of the Company shall be Aizawa Shoken
Group Kabushiki Kaisha. It shall be written in
English as AIZAWA SECURITIES GROUP CO.,LTD.

ARTICLE 2 (Objective of the Company)
The Company shall operate following business
1. Buying and selling of securities, trading oflisted derivatives in domestic or foreign
markets.
2. Intermediary, agency, and proxy businesses
involving buying and selling of securities,

ARTICLE 2 (Objective of the Company)
The Company shall operate following business andcontrol and manage the operations of companies(including foreign companies), partnerships(including foreign entities equivalent topartnerships) and other equivalent business entities

11

3.

4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.

18.
19.
20.
21.
22.
23.
24.
25.
26.
27.

28.

trading of listed derivatives in domestic or
foreign markets
Intermediary, agency, and proxy businesses for
entrustment of buying and selling of securities
conducted in securities markets at domestic or
foreign exchanges or, for entrustment oftrading of listed derivatives conducted insecurities markets at domestic or foreignexchanges
Over-the-counter derivatives trading orintermediary, agency, and proxy businesses ofover-the-counter derivatives trading
Agency business for clearing of securities, etc.
Underwriting of securities
Public offerings or private placements of
securities
Secondary distribution of securities
Dealing in public offerings or secondary
distribution of securities or dealing in private
placements of securities
Investment advisory and agency businesses
Investment management businessTrading business of financial futures
Loan businessCommodity investment sales businessSelling of small-amount credits
Buying and selling, including intermediary,
agency, and proxy businesses related thereto,of gold bullion and related custody business
Buying and selling, including intermediary,
agency and proxy businesses related thereto, of
negotiable deposits and yen-denominatedbankers acceptancesIntermediary business of selling mortgage
securities and custody business therefor
Intermediary, agency, and proxy businesses ofconcluding contracts of and investing into
investment partnership
Buying and selling of financial claims, andintermediary, agency and proxy businesses
related thereto
Insurance soliciting business as prescribed in
Paragraph 26 of Article 2 of the Insurance
Business Law
Leasing business of self-owned properties
Rental and lease businessBusiness engaging in development and sale ofcomputer programs related to the businesses ofother companies and data processing services
Advertisement business
Investment businesses
Any businesses other than those specified
above, which may be engaged in by securities
companies as prescribed in the Financial
Instruments and Exchange Act or otherlegislation.
All other businesses incidental or related to theabove

operating following business by holding stocks orinterests in such companies and entities:(1) Financial instruments business stipulated in the
Financial Instruments and Exchange Act(2) Financial instruments intermediary service
stipulated in the Financial Instruments andExchange Act(3) Investment business(4) Money lending business stipulated in the
Money Lending Business Act(5) Life insurance solicitation and non-life
insurance agent business(6) Business relating to sale and purchase, rent,
management, intermediary, brokerage andappraisement of real estate(7) Business relating to securities administrative
operations(8) Business relating to development and sale ofsoftware(9) Business related to education and culture(10) Advisory and consulting business in respect of
any of the above(11) Any business associated with or relating to anyof the above(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)
12

ARTICLE 3 (Location of Head Office)The head office of the Company shall be situated at
Chuo-ku, Tokyo

ARTICLE 3 (Location of Head Office)The head office of the Company shall be situated at
Minato-ku, Tokyo

ARTICLE 4 (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the general
meeting of Shareholders and Directors
1. Board of Directors
2. Auditors
3. Board of Auditors
4. Accounting Auditors

ARTICLE 4 (Organizational Bodies)
The Company shall have the following
organizational bodies in addition to the general
meeting of Shareholders and Directors
1. Board of Directors
2. Audit and Supervisory Committee(Deleted)
3. Accounting Auditors

ARTICLE 5 (Omitted)

ARTICLE 5 (Same as current)

CHAPTER 2 Shares
ARTICLE 6 to ARTICLE 11 (Omitted)

CHAPTER 2 Shares
ARTICLE 6 to ARTICLE 11 (Same as current)

CHAPTER 3 General Meeting of Shareholders
ARTICLE 12 to ARTICLE 18 (Omitted)

CHAPTER 3 General Meeting of Shareholders
ARTICLE 12 to ARTICLE 18 (Same as current)

CHAPTER 4 Directors and Board of Directors
ARTICLE 19 (Number of Directors)
Number of Directors of the Company shall bewithin twelve (12) members.
(New)

CHAPTER 4 Directors and Board of Directors
ARTICLE 19 (Number of Directors)
Number of Directors of the Company (excluding
Directors serving as Audit and Supervisory
Committee Members) shall be within eight (8)members.
2. Number of Directors of the Company serving
as Audit and Supervisory Committee Members
shall be within four (4) members.

ARTICLE 20 (Election of Directors)
Directors shall be elected by resolutions of a general
meeting of shareholders.
2. Resolution for the election of directors shall be
required the attendance of shareholders owning
not less than one-third (1/3) of total voting
rights of qualified shareholders and shall be
adopted by majority vote.
3. Resolution for the election of directors shallnot be conducted by cumulative voting.

ARTICLE 20 (Election of Directors)
Directors shall be elected by resolutions of a general
meeting of shareholders, while making distinction
between Directors serving as Audit and Supervisory
Committee Members and other Directors.
2. (Same as current)

ARTICLE 21 (Term of Office of Directors)
The term of office of each of the Directors shall
expire at the close of the ordinary general meetingof shareholders held for the last business year that
ends within one (1) year from assumption of office.

ARTICLE 21 (Term of Office of Directors)
The term of office of each of the Directors(excluding Directors serving as Audit andSupervisory Committee Members) shall expire at
the close of the ordinary general meeting ofshareholders held for the last business year that ends
within one (1) year from assumption of office.
2. The term of office of a Director serving as an
Audit and Supervisory Committee Member

(New)

3.

13

(Same as current)(New)
3.

(New)
4.

ARTICLE 22 (Representative Directors andExecutive Directors)
By resolutions of the Board of Directors,
Representative Directors shall be elected.
2. By resolutions of the Board of Directors, one(1) each for Chairman of the Board, President
Director, few each for Vice President Director,
Senior Managing Director, Managing Director(Few) shall be assigned.

shall expire at the close of the ordinary general
meeting of shareholders held for the lastbusiness year that ends within two (2) years
from assumption of office.
The term of office of a Director serving as an
Audit and Supervisory Committee Member
who was elected as a substitute for a Director
serving as an Audit and Supervisory
Committee Member who retired before theexpiration of his or her term of office, shall
expire upon the expiration of the term of officeof the retired Director serving as an Audit andSupervisory Committee Member.
The effective term of a resolution for theelection of a substitute Director serving as an
Audit and Supervisory Committee Member
elected in accordance with Article 329,
Paragraph 3, of the Companies Act shall be
until the beginning of the ordinary general
meeting of shareholders for the last businessyear that ends within two (2) years after suchelection.

ARTICLE 23 (Omitted)

ARTICLE 22 (Representative Directors andExecutive Directors)
By resolutions of the Board of Directors,
Representative Directors shall be elected fromamong Directors (excluding Directors serving as
Audit and Supervisory Committee Members).
2. By resolutions of the Board of Directors, one(1) each for Chairman of the Board andPresident Director and a few each for Vice
President Director, Senior Managing Director
and Managing Director shall be assigned fromamong Directors (excluding Directors serving
as Audit and Supervisory Committee
Members).
ARTICLE 23 (Same as current)

ARTICLE 24 (Convocation Notice of Meeting of
the Board of Directors)
Convocation Notice of Meeting of the Board of
Directors shall be sent to each of Directors andAuditors at least three (3) days before the date set
for such meeting. Provided, however, that in case of
emergency, period of notice may be shortened fromthe period mentioned above.
2. Meeting of the Board of Directors may be held
without process of convocation notice under all
of Directors and Auditors consent.

ARTICLE 24 (Convocation Notice of Meeting of
the Board of Directors)
Convocation Notice of Meeting of the Board of
Directors shall be sent to each of Directors at least
three (3) days before the date set for such meeting.
Provided, however, that in case of emergency,
period of notice may be shortened from the period
mentioned above.
2. Meeting of the Board of Directors may be held
without process of convocation notice under all
of Directors consent.

(New)

ARTICLE 25 (Delegation of Decision Regarding
Execution of Important Duties)
Pursuant to the provisions of Article 399-13,
Paragraph 6, of the Companies Act, the Board of
Directors may delegate decisions regarding
execution of important duties (excluding matters set
forth in items of the same Article, Paragraph 5, of

14

ARTICLE 25 (Omitted)

the Companies Act), in whole or in part, to
Directors by resolution of the Board of Directors.
ARTICLE 26 (Same as current)

ARTICLE 26 (Minute Book of the Meeting of theBoard of Directors)
The Company shall state or make record at theminute book of the meeting of the Board of
Directors for progress and result of the proceeding
and another issue which is prescribed by law, thenaffix the name and seal or electronic signature by
Directors and Auditors in attendance.

ARTICLE 27 (Minute Book of the Meeting of theBoard of Directors)
The Company shall state or make record at theminute book of the meeting of the Board of
Directors for progress and result of the proceeding
and another issue which is prescribed by law, thenaffix the name and seal or electronic signature by
Directors in attendance.

ARTICLE 27 (Omitted)

ARTICLE 28 (Same as current)

ARTICLE 28 (Remuneration for Directors)
Remuneration, Bonus and other property benefit incompensation for the performance of duty for
Directors shall be decided by resolution of a general
meeting of shareholders.

ARTICLE 29 (Remuneration for Directors)
Remuneration, bonus and other property benefit incompensation for the performance of duty for
Directors shall be decided by resolution of a general
meeting of shareholders, while making distinction
between Directors serving as Audit and Supervisory
Committee Members and other Directors.

ARTICLE 29 (Exemption of Director’s
Responsibility)(Omitted)
2. The Company shall be allowed to execute anagreement with External Directors for theirindemnity liability prescribed in the
Companies Act, article 423 paragraph1, within
the amount legally limited, provided they are
acting in good faith and without serious
negligence.

ARTICLE 30 (Exemption of Director’s
Responsibility)(Same as current)
2. The Company shall be allowed to execute anagreement with Directors (excluding Directors
serving as executive officers) for theirindemnity liability prescribed in the Article
423, Paragraph1, of the Companies Act within
the amount legally limited, provided they are
acting in good faith and without serious
negligence.
(Deleted)

CHAPTER 5 Auditors and Board of Auditors
ARTICLE 30 (Number of Auditors)
Number of Auditors of the Company shall be within
five (5) members.

(Deleted)

ARTICLE 31 (Election of Auditors)
Auditors shall be elected by resolutions of a general
meeting of shareholders.
2. Resolution for the election of auditors shall be
required the attendance of shareholders owning
not less than one-third (1/3) of total voting
rights of qualified shareholders and shall be
adopted by majority vote.
ARTICLE 32 (Term of Office of Auditors)
The term of office of each of the Auditors shall
expire at the close of the ordinary general meetingof shareholders held for the last business year that
ends within four (4) years from assumption of
office.
2. Term of Office of the substitute Auditor of
retirement Auditor shall expire at the close of
the term of office of retirement Auditor.
ARTICLE 33 (Full-time Auditors)(Deleted)(Deleted)(Deleted)15

By resolutions of the Board of Auditors, Full-time
Auditors shall be elected.
ARTICLE 34 (Convocation Notice of Meeting of
the Board of Auditors)
Convocation Notice of Meeting of the Board ofAuditors shall send to each of Auditors at least three(3) days before the date set for such meeting.
Provided, however, that in case of emergency,
period of notice may be shorten from the mention
above.
2. Meeting of the Board of Auditors may be held
without process of convocation notice under allof Auditors consent.
ARTICLE 35 (Resolution of the Board of Auditors)
Resolutions of the Board of Auditors shall be
adopted by majority vote of the Auditors, unlessotherwise provided for by law or regulations.
ARTICLE 36 (Minute Book of the Meeting of theBoard of Auditors)
The Company shall state or make record at theminute book of the meeting of the Board ofAuditors for progress and result of the proceeding
and another issue which is prescribed by law, thenaffix the name and seal or electronic signature by
Auditors in attendance.
ARTICLE 37 (Rule of the Meeting of the Board ofAuditors)
The matters relating to the meeting of the Board ofAuditors shall be decided in accordance with therule of the meeting of the Board of Auditors otherthan law and regulations, or this article ofincorporations.
ARTICLE 38 (Remuneration for Auditors)
Remuneration, Bonus and other property benefit incompensation for the performance of duty for
Auditors shall be decided by resolution of a general
meeting of shareholders.

(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

ARTICLE 39 (Exemption of Auditor’s
Responsibility)
The Company shall be allowed to exempt Auditor
including past Auditor from indemnity liability
prescribed in the Companies Act, article 423,
Paragraph 1 by Directors Resolution, within theamount legally limited, provided they are acting ingood faith and without serious negligence.
2. The Company shall be allowed to execute anagreement with External Auditors for theirindemnity liability prescribed in the
Companies Act, article 423 paragraph1, within
the amount legally limited, provided they are
acting in good faith and without serious
negligence.

(Deleted)(New)

CHAPTER 5 Audit and Supervisory Committee(New)

ARTICLE 31 (Full-Time Audit and Supervisory
Committee Members)
16

The Audit and Supervisory Committee may elect afull-time Audit and Supervisory Committee
Member by resolution.
(New)

ARTICLE 32 (Convocation Notice of Audit andSupervisory Committee Meeting)
The Convocation Notice of Audit and Supervisory
Committee Meeting shall be sent to each of Audit
and Supervisory Committee Members at least three(3) days before the date set for such meeting:provided, however, that in case of emergency, such
period may be shortened.
2.
The Audit and Supervisory Committee
Meeting may be held without following theconvocation procedure set forth above, subject tothe consent of all of the Audit and Supervisory
Committee Members.

(New)

ARTICLE 33 (Method for Resolution at the Audit
and Supervisory Committee Meeting)Unless otherwise provided for by laws andregulations, any resolution at an Audit andSupervisory Committee Meeting shall be adopted
by majority vote of the Audit and Supervisory
Committee Members present at the meeting where amajority of the Audit and Supervisory Committee
Members eligible for such adoption is in attendance.

(New)

ARTICLE 34 (Minute Book of the Audit andSupervisory Committee Meeting)
Progress and results of the proceedings at the Audit
and Supervisory Committee Meeting and othermatters stipulated by laws and regulations
pertaining thereto shall be stated and recorded on aminute book that shall be signed and sealed, or
electronically signed, by the Audit and Supervisory
Committee Members present.

(New)

ARTICLE 35 (Rules of the Audit and Supervisory
Committee)
The matters regarding the Audit and Supervisory
Committee shall be subject to the Rules of the Audit
and Supervisory Committee determined by the
Audit and Supervisory Committee, as well as laws
and regulations and these Articles of Incorporation.

CHAPTER 6 Accounting Auditors

CHAPTER 6 Accounting Auditors
17

ARTICLE 40 to ARTICLE 42 (Omitted)

ARTICLE 36 to ARTICLE 38 (Same as current)
CHAPTER 7 Accounts

CHAPTER 7 Accounts
ARTICLE 43 to ARTICLE 44 (Omitted)

ARTICLE 39 to ARTICLE 40 (Same as current)

ARTICLE 45 (Record Date of Dividends Based on
Surplus) (Omitted)

ARTICLE 41 (Record Date of Dividends Based on
Surplus) (Same as current)
2.

(New)
3.
(New)
ARTICLE 46 (Interim Dividends)
The Company may, by a resolution of the Board of
Directors, pay interim dividends by the record date
September 30 each year.
ARTICLE 47 (Omitted)

The record date of interim dividends of theCompany shall be on September 30 each year.
The Company may determine a record date ofdividends in addition to the dates set forth in
the preceding two paragraphs to pay dividends.
(Deleted)

ARTICLE 42 (Same as current)

(New)
(New)

Supplementary Provision
ARTICLE 1 (Transitional Measures Concerning the
Exemption of Liability of Corporate Auditors)
The Company may, by resolution of the Board of
Directors, exempt Corporate Auditors (including
former Corporate Auditors) from the liability fordamages stipulated in Article 423, Paragraph 1, of
the Companies Act due to any act performed by
Corporate Auditors before the conclusion of the
101st ordinary general meeting of shareholders to
the extent stipulated by laws and regulations.

(New)

ARTICLE 2 (Effective Date of the Partial
Amendment to these Articles of Incorporation)
The amendment to ARTICLE 1 and ARTICLE 2 ofthese Articles of Incorporation shall take effect as of
October 1, 2021.
2. The amendment to ARTICLE 3 of these
Articles of Incorporation shall take effect as ofthe date of transfer of the head office
determined at the Board of Directors Meeting
to be held by June 30, 2021.
3. The provisions of this ARTICLE shall be
automatically deleted when the effective dates
for the amendments set forth in the preceding
Paragraph 1 have passed.

18

Proposal 3:

Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed, the Company
will shift to a company with an Audit and Supervisory Committee and the terms of office of all seven (7)Directors will expire at the time when the amendments take effect. Accordingly, the Company proposes thatsix (6) Directors who will serve after the shift to a company with an Audit and Supervisory Committee(excluding Directors serving as Audit and Supervisory Committee Members; hereinafter, the same shall apply
in this proposal) be elected.
This proposal will only take effect on the condition that the amendments to the Articles of Incorporation
take effect as proposed in proposal 2 “Partial Amendment to the Articles of Incorporation.”
The candidates for Directors are as follows:
No.

Name

Current positions and responsibilities at the Company

1

TakuyaAizawaReappointment

President and Representative Director
In charge of Audit Department

2

AtsushiOhishiReappointment

Director and Senior Managing Executive Officer
Supervisor of Sales Promotion Division, Supervisor of
Solution Division and Head of IFA Business Division

3

Naoi Niijima

Reappointment
FemaleDirector and Managing Executive Officer
Supervisor of Compliance Division

4

Kazuhiro
Mashiba

Reappointment

Director and Managing Executive Officer
Supervisor of Administration Division, Supervisor of Product
Division and Supervisor of Investment Adviser Department

5

Atsuo
Takahashi

6

KunimiTokuoka

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

Director
Director

19

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
AIZAWA SECURITIES CO., LTD.)
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
March 2017 President, Japan Asia Securities Co., Ltd. (currently
AIZAWA SECURITIES CO., LTD.)
March 2017 Director
Reappointment
June 2018
Director, JAPAN SECURITIES INC. (current position)
July
2018
President
Takuya Aizawa(September 5, 1974) October 2018 President COO and CHO
June 2019
President CEO and CHO
April 2020
President and Representative Director (current position)
April
2021
President
and Representative Director, AIZAWA
1
SECURITIES DIVISION PREPARATION CO., LTD.
(current position)

Number ofshares of theCompany held

867,508[Business in Charge in the Company]
Audit Department[Significant concurrent positions]
President and Representative Director, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD.
Director, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Takuya Aizawa, serving as President and Representative Director, is in charge of the management of theGroup 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 throughengaging in the finance-related system engineering business, and also has a high level of expertise in the financial
instruments business and 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 andagain nominate him as a candidate for Director.

20

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
AIZAWA SECURITIES CO., LTD.)
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
AIZAWA SECURITIES CO., LTD.)
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,
Atsushi Ohishi
Underwriting Department(December 10, 1967) April 2020
Director and Managing Executive Officer
April 2021
Director and Senior Managing Executive Officer (current
2
position)
April 2021
Director, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD. (current position)
April 2021
Director, Life Design Partners, Inc. (current position)

Number ofshares of theCompany held

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

30,200[Business in Charge in the Company]
Supervisor of Sales Promotion Division
Supervisor of Solution Division
Head of IFA Business Division[Significant concurrent positions]
Director, AIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
Director, Life Design Partners, Inc.
Director, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Mr. Atsushi Ohishi, serving as Director and Senior Managing Executive Officer, has been contributing to theenhancement of the Company’s corporate value as he promotes the Company’s wealth building business byenhancing the sale of stock products and securing stable earnings. He has been engaged in retail sales, investmentbanking, sales planning, and corporate planning as well as in the management of subsidiaries at the Company andits 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.

21

No.

Name
(Date of birth)

Reappointment
FemaleNaoi Niijima(July 6, 1960)
3

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 AIZAWA SECURITIES CO., LTD.)
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 (current position)
February 2021 Director, Aizawa Asset Management Co., Ltd. (current
position)
April 2021
Director, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD. (current position)
April 2021
Director, Life Design Partners, Inc. (current position)

Number ofshares of theCompany held

25,500[Business in Charge in the Company]
Supervisor of Compliance Division[Significant concurrent positions]
Director, AIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
Director, Life Design Partners, Inc.
Director, Aizawa Asset Management Co., Ltd.
Audit & Supervisory Board Member, AIZAWA Investments Co., Ltd.
[Reason for nomination as a candidate for Director]
Ms. Naoi Niijima, serving as Director and Managing Executive Officer, is not only vigorously managing andstrengthening the Company’s compliance system in order to establish the wealth building business but is also
contributing to the enhancement of the Company’s corporate value with a wealth of experience and high level ofexpertise in risk management. She also has a wealth of experience and achievements in the financial instruments
business and corporate management in general as she served as General Manager, General Affairs and Personnel
Department, Head of Administration Division, and Head of Compliance Division, after engaging in corporate
planning. In view of these achievements, and because she has been contributing to the enhancement of theCompany’s corporate value by promoting discussions within the Company from various angles including
women’s viewpoints, we again nominate her as a candidate for Director.

22

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1990
April 2001
June 2011
October 2011
May 2013
June 2016
March 2017
April 2017
March 2018

Reappointment
Kazuhiro Mashiba(April 29, 1966)
4

June 2018
May 2019
May 2019
April 2020
June 2020
April 2021
April 2021

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

Number ofshares of theCompany held

21,000[Business in Charge in the Company]
Supervisor of Administration Division
Supervisor of Product Division
Investment Adviser Department[Significant concurrent positions]
Director, AIZAWA SECURITIES DIVISION PREPARATION CO., LTD.
Director, Aizawa Asset Management Co., Ltd.
President, AIZAWA Investments Co., Ltd.
Director, JAPAN SECURITIES INC.
[Reason for nomination as a candidate for Director]
Mr. Kazuhiro Mashiba, serving as Director and Managing Executive Officer, has been contributing to theenhancement of the Company’s corporate value by actively expressing his opinions and making proposals as an
officer in charge of investor relations, disclosure, accounting and finance. He also has a wealth of experience,achievements and expertise in corporate management in general as he served as General Manager, Accounting
Department and Head of Administration Division and engaged in investment banking and corporate planning aswell as in the management of subsidiaries at the Company and its subsidiaries. In view of these achievements, weagain nominate him as a candidate for Director.

23

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1964
June 1991

Reappointment
OutsideIndependent

June 1993
July 1998
April 2004

Atsuo Takahashi
July 2005(November 12, 1940) November
2007
June 2011

Joined Ministry of Finance
Deputy Director-General of the Banking Bureau, Ministry of
Finance
Director-General of the Customs and Tariff Bureau
Served as Managing Director, Senior Managing Director andVice Chairman, Japan Securities Dealers Association
Commissioner, Auditing Oversight Board of Certified Public
Accountant
Chairman of the Board, Japan Securities Research Institute
Chairman, Japan Investor Protection Fund

Number ofshares of theCompany held–

Special Temporary Employee, Japan Securities ResearchInstitute
5
June 2012
Director, the Company (current position)[Reason for nomination as a candidate for Outside Director and the summary of expected roles]
Mr. Atsuo Takahashi served as Deputy Director-General of the Ministry of Finance and Managing Director,
Senior Managing Director and Vice Chairman of Japan Securities Dealers Association, and has a wealth ofexpertise and experience in finance in general, the financial instruments business and related areas. He has been
duly performing his duties as Outside Director, including supervision of the performance of the Company’s
operations, and has actively expressed his opinions at meetings of the Company’s Board of Directors. In addition,
he serves as a Nomination and Remuneration Advisory Committee Member and has been contributing to theCompany’s efforts to establish a robust management system through improvement of transparency and equity inmanagement, review of the Director remuneration system and decisions on the level of Directors’ remuneration.
Accordingly, we believe that he will be able to continue to duly perform his duties as Outside Director, andnominate him as a candidate for Outside Director. He will have served as an Outside Director of the Company fornine (9) years at the conclusion of this General Meeting of Shareholders.

24

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1976

6

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
October 2000 Managing Executive Officer; General Manager, Market
Sales Group
Reappointment
April 2007
Managing Executive Officer; General Manager, Global
OutsideInvestment Bank Department
Independent
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
2008
Kunimi Tokuoka
Representative Director and Deputy President(November 27, 1951) June 2009
June 2016
Director, the Company (current position)
July 2017
Outside Director (Audit and Supervisory Committee
Member), ES NETWORKS CO., LTD. (current position)

Number ofshares of theCompany held–

[Significant concurrent positions]
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 Executive Officer, IBJ Securities Co., Ltd. (currently 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 the discussion at meetings of the Company’s Board of Directors from the viewpointof corporate management in general. 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 infinance 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 theCompany, and nominate him as a candidate for Outside Director. He will have served as an Outside Director of
the Company for five (5) years 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. Atsuo Takahashi and Mr. Kunimi Tokuoka 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 electionof the candidates is approved, the Company will register 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. Atsuo
Takahashi and Mr. Kunimi Tokuoka.
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.
If the election of Mr. Atsuo Takahashi and Mr. Kunimi Tokuoka 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 six candidates for Directors will continue to be coveredby the insurance agreement as the insured. The Company will renew the insurance agreement on similar terms andconditions during their terms of office.

25

Proposal 4:

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

If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed, the Company
will shift to a company with an Audit and Supervisory Committee. Accordingly, the Company proposes thatthree (3) Directors serving as Audit and Supervisory Committee Members be elected.
The Company has obtained the consent of the Board of Auditors for this proposal.
This proposal will only take effect on the condition that the amendments to the Articles of Incorporation
take effect as proposed in proposal 2 “Partial Amendment to the Articles of Incorporation.”
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1978

New appointment
OutsideIndependent
Satoshi Yamamoto(May 7, 1954)
1

Joined The Mitsui Trust Company, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)
November 2001 General Manager, Pension Business Dept. III, Chuo
Mitsui Trust and Banking Company Limited (currently
Sumitomo Mitsui Trust Bank, Limited)
March 2002
General Manager, Pension Business Dept. III, Mitsui
Asset Trust and Banking Company, Limited (currently
Sumitomo Mitsui Trust Bank, Limited)
October 2007 Executive Officer, The Chuo Mitsui Trust and Banking
Company, Limited (currently Sumitomo Mitsui Trust
Bank, Limited)
June 2009
Director, Managing Executive Officer
June 2010
Director and President, Chuo Mitsui Asset Management
Company, Limited (currently Sumitomo Mitsui Trust
Asset Management Co., Ltd.)
April 2012
Director and Vice President, Sumitomo Mitsui Trust AssetManagement Co., Ltd.
June 2012
Director and Vice President, Japan Stockholders Data
Service Company, Limited
October 2013 Advisor, Developer Sanshin Inc., and Advisor, Sumitomo
Mitsui Trust TA Solution Co., Ltd.
June 2014
Audit & Supervisory Board Member, the Company(current position)
June 2020
Auditor, Asuka Asset Management Co., Ltd. (currently
Aizawa Asset Management Co., Ltd.) (current position)

Number ofshares of theCompany held

11,300[Significant concurrent positions]Auditor, Aizawa Asset Management Co., Ltd.
[Reason for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee Member
and the summary of expected roles]
Mr. Satoshi Yamamoto has a high level of expertise in finance and major achievements as a corporate executive.
He has been duly performing his duties as Outside Audit & Supervisory Board Member, including supervision of
the performance of the Company’s operations, and has actively expressed his opinions at meetings of theCompany’s Board of Directors as Outside Audit & Supervisory Board Member. We expect that he will be able tocontribute to enhancing transparency in management at the Company and strengthening the Company’s auditing
system by leveraging his high level of expertise in governance, compliance and related areas, and accordingly
nominate him as a candidate for Outside Director serving as Audit and Supervisory Committee Member. He will
have served as Outside Audit & Supervisory Board Member of the Company for seven (7) years at the conclusionof this General Meeting of Shareholders.

26

No.

Name
(Date of birth)

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

New appointment
OutsideIndependent
Yukinori Hanafusa(May 10, 1975)
2

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), ARCLAND SERVICE CO., LIMITED (currently
ARCLAND SERVICE HOLDINGS CO., LTD.) (current
position)
September
Outside Director (Audit and Supervisory Committee
2017
Member), PeptiDream Inc. (current position)
May 2018
Audit & Supervisory Board Member, GIFT inc.
January 2019 Outside Director (Audit and Supervisory Committee
Member), GIFT inc. (current position)
June 2019
Representative Partner, Hanafusa Hirota Tax Accountant
Corporation (current position)
June 2020
Director, the Company (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 inc.
Representative Partner, Hanafusa Hirota 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, andhas 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 one (1) year at the conclusion of this General Meeting of
Shareholders.

27

No.

Name
(Date of birth)

Career summary, positions and responsibilities
April 1983
April 1989

3

Joined Orient Watch Co., Ltd.
Joined Tokyo Securities Co, Ltd. (currently Tokai Tokyo
Securities Co., Ltd.)
October 2004 Seconded to Tokai Tokyo Securities (Asia) Limited,Managing Director
October 2008 Joined Japan Asia Securities Co., Ltd. (currently AIZAWASECURITIES CO., LTD.), General Manager, Foreign
Equity Department
October 2010 Head of Product Division
New appointment
July 2012
Executive Officer; Head of Product Division
July 2018
Executive Officer; Head of Product Division, the Company
Koutaro Sato
Senior Executive Officer; Head of Product Division(November 8, 1958) April 2020
April 2021
Advisor (current position)
April 2021
Audit & Supervisory Board Member, AIZAWASECURITIES DIVISION PREPARATION CO., LTD.
(current position)

Number ofshares of theCompany held

7,900

[Significant concurrent positions]Audit & Supervisory Board Member, AIZAWA SECURITIES DIVISIONPREPARATION CO., LTD.
[Reason for nomination as a candidate for Director serving as Audit and Supervisory Committee Member]
Mr. Koutaro Sato has long engaged in the securities business, and has a wealth of experience, achievements andexpertise in the financial instruments business as he served as General Manager of Foreign Equity Department
and Head of Product Division and also engaged in the management of an overseas subsidiary. Accordingly, we
nominate him as a candidate for 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. Satoshi Yamamoto and Mr. Yukinori Hanafusa are candidates for Outside Directors serving as Audit andSupervisory Committee Members. The Company has registered them as independent officers with the Tokyo Stock
Exchange pursuant to the rules stipulated by the Exchange. If the election of the candidates is approved, the Company
will register 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. Satoshi
Yamamoto.
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.
・If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed and the election of Mr.
Satoshi Yamamoto as Outside Director serving as Audit and Supervisory Committee Member is approved, theCompany plans to enter into a similar liability limitation agreement with him.
4. 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. Yukinori
Hanafusa.
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.
・ If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed and the election of
Mr. Yukinori Hanafusa as Outside Director serving as Audit and Supervisory Committee Member is approved, theCompany plans to enter into a similar liability limitation agreement with him.
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 the28performance of their duties. If their election is approved, the three candidates will continue to be covered by the
insurance agreement as the insured. The Company will renew the insurance agreement on similar terms and conditions
during their terms of office.

29

Proposal 5:

Election of One (1) Substitute Director Serving as Audit and Supervisory Committee
Member

If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed, the Company
will shift to a company with an Audit and Supervisory Committee. Accordingly, in 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 that one (1) substitute Director serving
as Audit and Supervisory Committee Member be elected.
The Company has obtained the consent of the Board of Auditors for this proposal.
This proposal will only take effect on the condition that the amendments to the Articles of Incorporation
take effect as proposed in proposal 2 “Partial Amendment to the Articles of Incorporation.”
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

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
October 2000 Managing Executive Officer; General Manager, Market
Sales Group
OutsideApril 2007
Managing Executive Officer; General Manager, Global
Investment Bank Department
Independent
September
Senior Managing Executive Officer, Aozora Bank, Ltd.
Kunimi Tokuoka
2008(November 27, 1951) June 2009
Representative Director and Deputy President
June 2016
Director, the Company (current position)
July 2017
Outside Director (Audit and Supervisory Committee
Member), ES NETWORKS CO., LTD. (current position)

Number ofshares of theCompany held

April 1976–

[Significant concurrent positions]
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, IBJ Securities Co., Ltd. (currently 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 andexperience in finance in general, the financial 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, and accordingly 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 five (5) years at the conclusion of this General Meeting of Shareholders.
(Notes) 1. There are no special interests between the candidate for Director and the Company.
2. If proposal 3 “Election of Six (6) 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:30

・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 theperformance 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 will renew the insurance agreement on similar terms and conditions during his terms of office.

31

Proposal 6:

Determination of the Amount of the Remuneration for Directors (Excluding Directors
Serving as Audit and Supervisory Committee Members)

The Company obtained approval at the 87th Annual General Meeting of Shareholders held on June 26,
2007, for the proposal that the amount of remuneration for Directors be not more than 600 million yen peryear (excluding employee salaries for Directors serving as employees). If proposal 2 “Partial Amendment to
the Articles of Incorporation” is approved as proposed, the Company will shift to a company with an Audit
and Supervisory Committee. Accordingly, the Company proposes that, in view of various factors including
the recent economic climate, the amount of remuneration for Directors (excluding Directors serving as Audit
and Supervisory Committee Members; hereinafter the same applies in this proposal) after the shift to acompany with an Audit and Supervisory Committee be set at not more than 400 million yen per year (of which,not more than 50 million yen per year for Outside Directors) and that the specific amount, the date of payment,
and other terms of such remuneration for each Director shall be determined by resolution of the Board of
Directors.
The Company’s basic policy for the remuneration for Directors after the shift to a company with an Audit
and Supervisory Committee is that it shall be composed of fixed remuneration, which is the basic remuneration,
performance-linked remuneration, and stock-based remuneration and that the amount of the remuneration foreach Director be determined by giving consideration to each Director’s position and level of contribution to
the Company’s financial performance and the balance of short-term incentives and medium- to long-term
incentives. The Company’s policy for determination of the remuneration for each Director is as described on
page 47 of the Business Report (in Japanese). The amount of remuneration presented in this proposal
represents fixed remuneration and performance-linked remuneration to be paid in accordance with this policy(the Company plans to maintain this policy after this proposal is approved), and the Company has determinedthat the amount is appropriate; provided that the remuneration does not include employee salaries for Directors
serving as employees.
The number of Directors, which is currently seven (7), will be six (6) (including two (2) Outside Directors),
if proposal 2 “Partial Amendment to the Articles of Incorporation” and proposal 3 “Election of six (6) Directors(Excluding Directors Serving as Audit and Supervisory Committee Members)” are approved as proposed.
This proposal will only take effect on condition that the amendment takes effect as proposed in proposal
2 “Partial Amendment to the Articles of Incorporation.”32

Proposal 7:

Determination of the Amount of the Remuneration for Directors Serving as Audit andSupervisory Committee Members

If proposal 2 “Partial Amendment to the Articles of Incorporation” is approved as proposed, the Company
will shift to a company with an Audit and Supervisory Committee. Accordingly, the Company proposes that,in view of various factors including the recent economic climate, the amount of remuneration for Directors
serving as Audit and Supervisory Committee Members after the shift to a company with an Audit andSupervisory Committee be set at not more than 100 million yen per year and that the specific amount, the dateof payment, and other terms of such remuneration for each Director serving as an Audit and Supervisory
Committee Member shall be determined by consultation by Directors serving as Audit and Supervisory
Committee Members. The Company has determined that the amount of remuneration presented in this
proposal is appropriate in light of the duties of Directors serving as Audit and Supervisory Committee
Members.
The number of Directors serving as Advisory and Supervisory Committee Members will be three (3)(including two (2) Outside Directors), if proposal 2 “Partial Amendment to the Articles of Incorporation” andproposal 4 “Election of three (3) Directors Serving as Audit and Supervisory Committee Members” areapproved as proposed.
This proposal will only take effect on condition that the amendment takes effect as proposed in proposal
2 “Partial Amendment to the Articles of Incorporation.”

33

Proposal 8:

Determination of the Amount of the Remuneration for Granting to Directors (Excluding
Directors Serving as Audit and Supervisory Committee Members) Restricted Stock

The Company obtained approval at the 99th Annual General Meeting of Shareholders held on June 25,
2019, for the proposal of setting the amount of the renumeration for Directors for granting restricted stock
to Directors (excluding Outside Directors) at not more than 50 million yen per year and the total number ofrestricted stock that may be allotted at not more than 50,000 shares, with the aim of providing Directors(excluding Outside Directors) with incentives for seeking sustained enhancement of the Company’s corporate
value while also further promoting the sharing of value with Company’s shareholders. If proposal 2 “Partial
Amendment to the Articles of Incorporation” is approved as proposed, the Company will shift to a company
with an Audit and Supervisory Committee. Accordingly, the Company hereby proposes for approval paying
the remuneration for granting restricted stock to Directors (excluding Directors serving as Audit andSupervisory Committee Members and Outside Directors; hereinafter “Eligible Director(s)”) after the shift.
The purpose of this system is to provide Eligible Directors with incentives for seeking sustained
enhancement of the Company’s corporate value and to further promote the sharing of value with Company’s
shareholders. Since the Company still needs to fulfill this purpose after the shift to a company with an Audit
and Supervisory Committee, the Company considers the introduction of this system for Eligible Directors as
appropriate.
The total amount of the monetary remuneration to be paid to Eligible Directors for granting restricted stock
based on this proposal is separate from the amount of the remuneration for Directors (Excluding Directors
Serving as Audit and Supervisory Committee Members) proposed for approval in Proposal 6 “Determinationof the Amount of the Remuneration for Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members),” and the Company hereby proposes setting the total amount of the monetary
remuneration claims to be provided as the remuneration for Eligible Directors related to restricted stock at not
more than 100 million yen per year.
The Company’s policy for determination of the remuneration for each Director is as described on page 47of the Business Report (in Japanese). The Company has determined the maximum amount of the remuneration,
the total number of the Company’s common stock that may be issued or disposed of, and other terms andconditions for the grant of restricted stock to Eligible Directors as set out in this proposal, by comprehensively
taking into account various factors, such as the purpose of this system mentioned above, the state of theCompany’s business, the level of Directors’ contribution to the Company, and the Company’s policy for
determination of the remuneration for each Director (the Company plans to maintain this policy after this
proposal is approved). Therefore, the Company considers the terms and conditions as appropriate.
If proposal 3 “Election of Six (6) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)” is approved as proposed, the number of Directors, which is currently seven (7)(including three (3) Outside Directors), will be six (6) (including two (2) Outside Directors). The summary of
the specific details and the maximum number of the restricted stock to be granted to Eligible Directors are as
described below. This proposal will take effect on condition that the amendment set out in proposal 2 “Partial
Amendment to the Articles of Incorporation” takes effect.
1. Allotment of restricted stock and payment for restricted stock
The Company, based on the resolution of the Board of Directors of the Company, shall provide Eligible
Directors with monetary remuneration claims that shall be not more than said annual total amount as the
remuneration related to restricted stock, and each Eligible Director will make an in-kind contribution of theentire amount of said monetary remuneration claims to receive allotted restricted stock.
The amount of the payment for the restricted stock shall be determined by the Board of Directors of theCompany based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day before the date of the resolution by the Board of Directors of the Company on the issuance ordisposal of the restricted stock (provided that if no transactions are made for the Company’s common stockon such reference date, the closing price on the most recent trading date prior to such reference date shallapply) and to the extent that the amount is not particularly advantageous to the Eligible Directors who receive
the restricted stock.
In addition, the monetary remuneration claims shall be provided on condition that the Eligible Directors
have agreed to said in-kind contribution and have also concluded a Restricted Stock Allotment Agreement that
contains the terms and conditions set forth in paragraph 3 below.

34

2. Maximum number of the restricted stock
The total number of the restricted stock that may be allotted to Eligible Directors shall be not more than
60,000 shares per year and shall be the maximum number of the restricted stock that may be allotted in eachfiscal year.
Provided, however, that if, after the date of the resolution on this proposal, the Company splits its common
stock (or allots its common stock without contribution) or reverse-splits its common stock, or otherwise it
becomes necessary to adjust the total number of the restricted stock that may be allotted, the Company may
reasonably adjust such total number of the restricted stock.
3. Details of the Restricted Stock Allotment Agreement
The Restricted Stock Allotment Agreement to be concluded between the Company and the Eligible
Directors who receive allotted restricted stock based on the resolution of the Board of Directors of theCompany for such allotment shall include the following terms and conditions:(1) Restrictions on transfer
For a period of time that shall be determined by the Board of Directors of the Company and shall be
between 5 years and 30 years (hereinafter the “Transfer Restriction Period”), the Eligible Directors who havereceived allotted restricted stock may not transfer to a third party, pledge, mortgage, transfer as an inter vivos
gift, bequeath or otherwise dispose of the restricted stock.
(2) Acquisition of restricted stock without charge
If an Eligible Director who has received restricted stock retires from Director of the Company and Directorof the Company’s subsidiary in the period from the date of commencement of the Transfer Restriction Period
to the date prior to the date of the first Annual General Meeting of Shareholders held after such commencement
date, the Company shall, as a matter of course, acquire, without charge, the restricted stock allotted to said
Eligible Director (the “Allotted Shares”), except where the Eligible Director retires for a reason deemed by
the Board of Directors of the Company to be justifiable.
In addition, the Company shall, as a matter of course, acquire, without charge, those of the Allotted Sharesfor which restrictions on transfer are not canceled subject to the provisions of (3) below at the time of expiryof the Transfer Restriction Period set forth in (1) above.
(3) Cancellation of restrictions on transfer
On condition that the Eligible Director who has received restricted stock continues to hold the position of
Director of the Company or Director of the Company’s subsidiary for the period from the date ofcommencement of the Transfer Restriction Period to the date of the first Annual General Meeting of
Shareholders held after such commencement date, the Company shall cancel the restrictions on transfer on allof the Allotted Shares at the time of expiry of the Transfer Restriction Period.
Provided, however, that if the Eligible Director retires from Director of the Company and Director of theCompany’s subsidiary prior to the expiry of the Transfer Restriction Period for a reason deemed by the Boardof Directors of the Company to be justifiable, the Company shall reasonably adjust the number of the Allotted
Shares for which the restrictions on transfer are to be canceled and the time of such cancellation as needed.
(4) Measures in case of organizational restructuringIf, during the Transfer Restriction Period, a proposal for a merger agreement under which the Company
will be the dissolving company, a share exchange agreement or a share transfer plan under which the Company
will be a wholly-owned subsidiary, or any other organizational restructuring arrangement is approved at a
General Meeting of Shareholders of the Company (or approved by the Board of Directors of the Company ifsuch proposal does not require an approval at a General Meeting of Shareholders of the Company), theCompany shall, prior to the effective date of such organizational restructuring, cancel the restrictions ontransfer for a certain number of the Allotted Shares that shall be reasonably determined by the resolution of
the Board of Directors of the Company, taking into account the period from the date of commencement of theTransfer Restriction Period to the date of the approval for such organizational restructuring.
In such case, the Company shall, as a matter of course, acquire, without charge, those of the Allotted Sharesfor which the restrictions on transfer are still not canceled immediately after the cancellation of restrictions ontransfer pursuant to the preceding provisions.

35