Stock code: 3475
January 12, 2024
Start of electronic access: January 9, 2024
Sumitomo Fudosan Nishi-Shinjuku Building, 7-20-1,
Nishi-Shinjuku, Shinjuku-ku, Tokyo

To Our Shareholders:

Good Com Asset Co.,Ltd.
President and CEO

Yoshikazu Nagashima

Notice of Convocation of the 18th Ordinary General Meeting of Shareholders
I would like to take this opportunity to thank you for your support of Good Com Asset Co.,Ltd. (“Good Com
Asset” or the “Company”). We will hold the 18th Ordinary General Meeting of Shareholders and request yourattendance. The meeting will be held as described below.
Reference materials and other information (electronically provided items) concerning this shareholders meetingare posted on the Good Com Asset website. Please visit the website to see this information.

Our website: https://www.goodcomasset.co.jp/investors/irnews.html(After accessing this website, select “Notice of Convocation of the 18th Ordinary General Meeting of
Shareholders.”)
Electronically provided items can be viewed on the Good Com Asset website and on the website of the Tokyo
Stock Exchange.
Tokyo Stock Exchange website (Listed company information service):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(On the Tokyo Stock Exchange website, which is in Japanese, access Good Com Asset information by entering
either “Good Com Asset” in the company name box or “3475” in the securities code box and clicking “search.”
Next, click “basic information” and then “documents for public information/PR information.” Shareholders
meeting documents are in the “documents for public information” section.)
If you do not attend this meeting, you are able to submit your votes by using the internet or postal mail. Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 7:30 p.m. (at the end of business hours) on Monday, January 29, 2024 (JST).

1

Details
1.
2.

Date and Time
Place

Tuesday, January 30, 2024 at 10 a.m. (Registration begins at 9 a.m.)
Shinjuku NS Building 30F, 2-4-1, Nishi-shinjuku, Shinjuku-ku, TokyoNS Sky-Conference Room 5&6

3.

Meeting Agenda

4.

Matter to beresolved
concerning theconvocation ofshareholders
meetings

Matters to be reported: 1. The Business Report, Consolidated Financial Statements
and Non-consolidated Financial Statements for the 18th
Fiscal Year (November 1, 2022 - October 31, 2023)
2. The results of audits conducted by the Accounting Auditor
and the Board of Auditors of the Consolidated Financial
Statements for the 18th Fiscal Year (November 1, 2022 October 31, 2023)
Proposals to be
Proposal No. 1: Appropriation of Retained Earnings
resolved:
Proposal No. 2: Election of Six (6) Directors
Proposal No. 3: Election of Three (3) Auditors
Proposal No. 4: Election of One (1) Substitute Auditor(1) When voting instructions are submitted by using a paper (sent by postal mail)voting rights exercise form, any item where no voting instruction is entered will
be counted as a “yes” vote.
(2) When voting instructions are submitted using the internet more than once, the lastvoting instructions received will be counted.
(3) When a shareholder submits voting instructions using both the internet and apaper (sent by postal mail) voting rights exercise form, the internet voting
instructions will be counted regardless of the order in which the two voting
instructions were received.

Notes: 1. Shareholders who attend the meeting will not receive any gifts from Good Com Asset. Thank you for yourunderstanding.
2. Pursuant to the amended Companies Act, paper documents of the items provided electronically are sent toshareholders who have used either of the websites listed earlier in this notice to submit a request for paper
documents by no later than the last day requests are accepted. However, for this shareholders meeting, paper
documents of the items provided electronically are sent to all shareholders regardless of whether they have made arequest to receive these documents.
Pursuant to laws and regulations and Article 15 of the Good Com Asset Articles of Incorporation, items provided
electronically that are sent as paper documents do not include the following items.
(1) “Information concerning share acquisition rights, etc.,” and “The system to ensure the suitability of business
operations” in the Business Report(2) “Consolidated Statement of Changes in Net Assets” and “Notes to Consolidated Financial Statements” in the
consolidated financial statements(3) “Non-consolidated Statement of Changes in Net Assets” and “Notes to Non-Consolidated Financial Statements”
in the non-consolidated financial statements
Consequently, the business report, consolidated financial statements and non-consolidated financial statements
included in the paper documents are part of the documents that are subject to examinations for the preparation ofaudit reports by auditors and the accounting auditor.
3. If there are revisions to items provided electronically, notification of the revisions and the information before andafter revisions will be posted on the above websites.

2Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Retained Earnings

Good Com Asset determines the dividend based on results of operations and financial soundness as well as the needto retain earnings for strengthening business operations and making expenditures for growth in the future. The basic
policy is to pay a dividend every fiscal year with a payout ratio of 30% as the guideline.
As was announced on December 4, 2023 in a press release titled “Notice of Revisions to Consolidated Forecast and
No Change in Dividend Forecast,” although results of operations in the fiscal year that ended in October 2023 were
below the initial forecast, performance was held down by one-time factors such as a delay in the timing of certain
sales. As a result, Good Com Asset plans to pay a fiscal year-end dividend of 35 yen per share as initially forecast.

Matters concerning year-end dividends
Type of dividend:
Dividend payment and total amount:
Effective date of distribution of retained earnings:

Cash
A dividend of 35 yen per share of common stock
Total amount of dividends will be 1,007,751,045 yen
January 31, 2024

Year-end
dividends

Dividend per share
Yen

FY10/21

FY10/22

Payout ratio

FY10/23 (plan)

Notes: 1. Good Com Asset conducted a 2-for-1 common stock split effective on
November 1, 2020 and November 1, 2022. The dividends per share
for FY10/21 and FY10/22 are the actual amount before the stock split.
2. The year-end dividend for FY10/22 includes the commemorative
dividend of 3 yen to mark 5th anniversary of listing3

Proposal No. 2

Election of Six (6) Directors

The terms of office of all six (6) directors will expire at the conclusion of this General Meeting of Shareholders.
The election of six (6) directors, including three (3) outside directors, is proposed.
The candidates for directors are as follows:
Attendance at

Current positions and
No.

Name

Age

Genderresponsibilities at Good

Attribute

Com Asset

Yoshikazu

1 Nagashima
Maoki

2 Higashi
Shutaro3 Morimoto
Shoji

4 Matsuyama

54

Male

37

Male

President and CEO

Directors
meetings

Reelection

Managing Director
General Manager ofthe Board ofReelection

Administration Division

21/21 times(100.0%)21/21 times(100.0%)Managing Director
47

Male

General Manager of Real
Estate Division and Manager

Reelection

21/21 times(100.0%)of Development Division
Reelection

50

Male

OutsideOutside director

Independent

21/21 times(100.0%)Reelection

5 Kaoru Oda
Mikiharu

6 Noma51

FemaleOutsideOutside director

21/21 times(100.0%)Independent

Reelection

49

Male

OutsideOutside director

Independent

Candidate
Candidate
Candidate who meets theforOutsidefor outside
Independent Company’s standards forreelection
director
independence
Note: The ages of these candidates are as of this General Meeting of Shareholders.
Reelection

4

21/21 times(100.0%)No.

1Reelection

Yoshikazu
Nagashima
Date of Birth: December 5, 1969

No. of shares held:
Term of office as director:
Attendance at the Board of
Directors meetings:

5,080,280 shares
15 years and 6 months
21/21 times

Past experience and positions and responsibilities
August 1993
Joined Toshin World Co., Ltd.
February 2020 President and CEO of Capital(currently Toshin Partners., Co.,
Support Consulting Co., Ltd. (toLtd.)
present)
July 2004
Director, Manager of Sales
September 2020 Director of Room Bank
Department of Toshin World Co.,
Insure Co., Ltd.
Ltd.
May 2022
Director of Good Com Asset
December 2004 Joined Approad Co., Ltd. as
Investment Advisers Co.,Manager of Sales Department
Ltd. (to present)
November 2005 Joined Good Com Asset as
March 2023
President and CEO of RoomManager of Sales Division
Bank Insure Co., Ltd. (toMay 2006
President and CEO of Goodcom
present)
Co. Ltd. (to present)
July 2008
President and CEO of Good Com
Asset (to present)
March 2015
Representative and CEO of
Taiwan Good Com., Ltd. (topresent)
Significant concurrent positions
President and CEO of Goodcom Co. Ltd.; Director of Good Com Asset Investment Advisers Co., Ltd.;
President and CEO of Room Bank Insure Co., Ltd.; Representative and CEO of Taiwan Good Com.,
Ltd.; President and CEO of Capital Support Consulting Co., Ltd.
Reasons for nomination as a candidate for director
As the president and CEO of Good Com Asset for many years, Mr. Nagashima has extensive
experience and accomplishments in the Company’s business fields and is believed to have the skills
to properly conduct business operations and oversee the performance of the directors. As a result, heis a candidate for reelection as a director.

5

No.

2

Reelection

Maoki Higashi
Date of Birth: July 23, 1986

No. of shares held:
Term of office as director:
Attendance at the Board of
Directors meetings:

Past experience and positions and responsibilities
March 2005
Joined Approad Co., Ltd.
March 2006
Joined Good Com Asset
January 2013
Executive Officer, General Affairs
and Personnel Education Group
Leader, Administration Division ofGood Com Asset
January 2014
Director of Goodcom Co. Ltd. (topresent)
January 2014
Director, Executive Officer,
Manager of General Affairs andPersonnel Education Division ofGood Com Asset
March 2015
Director of Taiwan Good Com.,
Ltd. (to present)
September 2015 Director, Executive Officer,
General Manager of Administration
Division and Manager of General
Affair and Personnel Division ofGood Com Asset

8,518 shares
10 years
21/21 times

January 2017

Director, General Manager of
Administration Division andManager of General Affair andPersonnel Division of Good Com
Asset
February 2020 Director of Capital Support
Consulting Co., Ltd. (to present)
September 2020 Director of Room Bank Insure Co.,
Ltd. (to present)
January 2021
Managing Director, General
Manager of Administration
Division and Manager of General
Affair and Personnel Division ofGood Com Asset
May 2022
Director of Good Com Asset
Investment Advisers Co., Ltd. (topresent)
January 2023
Managing Director, General
Manager of Administration
Division of Good Com Asset (topresent)

Significant concurrent positions
Director of Goodcom Co. Ltd.; Director of Good Com Asset Investment Advisers Co., Ltd.; Director ofRoom Bank Insure Co., Ltd.; Director of Taiwan Good Com., Ltd.; Director of Capital Support Consulting
Co., Ltd.
Reasons for nomination as a candidate for director
After assignments at Good Com Asset in the sales and administration divisions, Mr. Higashi waselected a director in 2015 as the executive for administration. Due to his extensive experience andknowledge in this field, he is a candidate for reelection as a director.

6

No.

3

Reelection

No.

4

Reelection

ShutaroMorimoto
Date of Birth: December 2, 1976

No. of shares held:
Term of office as director:
Attendance at the Board of
Directors meetings:

61,388 shares
9 years and 3 months
21/21 times

Past experience and positions and responsibilities
April 1999
Joined Nihon Housing Co., Ltd.
September 2019 Director of Taiwan Good
December 2005 Joined Mebius Brain Co., Ltd.
Com., Ltd. (to present)
February 2010
Joined Tokyo City-Development
September 2020 Director of Room Bank InsureCo., Ltd.
Co., Ltd.
September 2011 Joined Good Com Asset
January 2021
Managing Director, General
March 2013
Executive Officer, Manager ofManager of Real Estate Division
Real Estate Division of Goodand Manager of Development
Com Asset
Division of Good Com Asset (toOctober 2014
Director, Executive Officer,
present)
Manager of Real Estate Divisionof Good Com Asset
January 2017
Director, Manager of Real Estate
Division of Good Com Asset
May 2018
Director, General Manager ofReal Estate Division andManager of Development
Division of Good Com Asset
Significant concurrent positions
Director of Taiwan Good Com., Ltd.
Reasons for nomination as a candidate for director
After assignments at Good Com Asset in the real estate division, Mr. Morimoto was elected a
director in 2014 as the executive for real estate business. Due to his extensive experience andknowledge in this field, he is a candidate for reelection as a director.

Shoji Matsuyama
Date of Birth: May 4, 1973

No. of shares held:
Term of office as outside director:
Attendance at the Board of
Directors meetings:

Past experience and positions and responsibilities
October 1997 Joined Asahi Audit Corporation(currently KPMG AZSA LLC)
April 2001
Registered as a certified public
accountant
July 2006
Established Matsuyama Certified
Public Accounting Office as
Representative (to present)
August 2007
Established Asunaro & Co. as
Representative (to present)

June 2008
October 2009
January 2018
June 2020

153,500 shares
6 years
21/21 times

Outside Auditor of Plat’Home
Co.,Ltd. (to present)
Outside Auditor of Good Com
Asset
Outside Director of Good Com
Asset (to present)
Outside Director of TENMACORPORATION (member ofthe Audit and Supervisory
Committee) (to present)

OutsideIndependent

Significant concurrent positions
Representative of Matsuyama Certified Public Accounting Office, Representative of Asunaro & Co.
Reasons for nomination as a candidate for outside director and expected roles
Although Mr. Matsuyama has no experience in corporate management other than as an outside
director, Good Com Asset believes that he can use his extensive knowledge of Good Com Assetbusiness operations due to his many years of experience as an auditor at the Company. In addition
to his knowledge and experience in the field of accounting and finance as a certified public
accountant, Mr. Matsuyama has experience as a director of other companies. He is expected to use
this knowledge and experience for the oversight of the management of Good Com Asset and istherefore a candidate for reelection as an outside director.

7

No.

5

Kaoru Oda
Date of Birth: May 13, 1972

No. of shares held:
Term of office as outside director:
Attendance at the Board of
Directors meetings:

Past experience and positions and responsibilities
October 2001 Joined Asahi Audit Corporation(currently KPMG AZSA LLC)
April 2005
Registered as a certified public
accountant
March 2012
Corporate Outside Auditor of
AltPlus Inc.

October 2015
July 2018
January 2019
January 2022

Reelection
OutsideIndependentNo.

6

Reelection
OutsideIndependent- shares
2 years
21/21 times

Outside Auditor of LMG, Inc.
(currently Lovable MarketingGroup, Inc.) (to present)
Corporate Outside Auditor of
Kaizen Platform, Inc. (to present)
Outside Auditor of Good Com
Asset
Outside Director of Good Com
Asset (to present)

Significant concurrent positions
Corporate Outside Auditor of Kaizen Platform, Inc.
Reasons for nomination as a candidate for outside director and expected roles
Although Ms. Oda has no experience in corporate management other than as an outside director, she
has experience as a Good Com Asset auditor and professional knowledge and considerable
experience concerning audits as a certified public accountant. She is expected to use thisprofessional knowledge and experience for improving the oversight of the management of GoodCom Asset and is therefore a candidate for reelection as an outside director.

Mikiharu Noma
Date of Birth: November 6, 1974

No. of shares held:
Term of office as outside director:
Attendance at the Board of
Directors meetings:

Past experience and positions and responsibilities
April 2002
Lecturer of Faculty of Commerce,
Yokohama City University
October 2003 Associate Professor of Faculty ofCommerce, Yokohama City
University
October 2004 Assistant Professor of Graduate
School of International Corporate
Strategy, Hitotsubashi University
April 2007
Associate Professor of Graduate
School of International Corporate
Strategy, Hitotsubashi University
June 2016
Outside Director of BANDAI
NAMCO Holdings Inc.

April 2018

April 2019

June 2019
June 2021
January 2022

- shares
2 years
21/21 times

Associate Professor of
Graduate School of Business
Administration, Hitotsubashi
University
Professor of Graduate Schoolof Business Administration,
Hitotsubashi University (topresent)
Outside Auditor of Suteki Nice
Group Corporation (currently
Nice Corporation) (to present)
Outside Director of NIHONCHOUZAI Co., Ltd. (topresent)
Outside Director of Good Com
Asset (to present)

Significant concurrent positions
Professor, Graduate School of Business Administration, Hitotsubashi University
Reasons for nomination as a candidate for outside director and expected roles
Although Mr. Noma has no experience in corporate management other than as an outside director,
he has experience involving research and teaching at the graduate school level in the fields offinance, accounting, and the assessment and management of corporate value. He is the head of the
Corporate Reporting Laboratory of the Ministry of Economy, Trade and Industry and has expertisein the fields of investor engagement and ESG management. Mr. Noma is expected to use thisacademic knowledge and experience for strengthening the oversight of management and increasing
corporate value and is therefore a candidate for reelection as an outside director.

8Notes: 1. There is no material conflict of interest between the Company and any of these director candidates.
2. Mr. Matsuyama, Ms. Oda and Mr. Noma are candidates to be outside directors and meet the Company’s standards forindependence.
3. Mr. Matsuyama, Ms. Oda and Mr. Noma, who are outside directors of Good Com Asset, will have served as outside
directors for six years, two years and two years, respectively, at the end of this shareholders meeting.
4. The Company has entered into an agreement with Mr. Matsuyama, Ms. Oda and Mr. Noma in accordance with
Paragraph 1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph
1, Article 423 of this act. The contractual limit on liabilities will be the amount specified by laws and regulations. If
these individuals are reelected, the Company plans to extend the agreement.
5. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies
concerning the liability of directors and auditors. The policies cover damages due to demands concerning theobligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by thesepolicies. However, damages resulting from an action taken with the awareness that the action violates a law or
regulation are exempt from this coverage. Director candidates who are elected by shareholders will be covered bythis liability insurance. The Company pays the entire cost of these policies and plans to renew these policies under
the same terms.
6. The Company has designated Mr. Matsuyama, Ms. Oda and Mr. Noma as independent officers in accordance with
Tokyo Stock Exchange provisions and notified the Tokyo Stock Exchange of this designation. If these individuals are
reelected, the Company plans to designate each of them an independent officer and submit notification of this status.
7. Mr. Matsuyama was a director and member of the Audit and Supervisory Committee at G Three Holdings
Corporation when inappropriate accounting methods and other issues were discovered. In February 2022, thiscompany submitted revised Securities Reports and Quarterly Reports to the Director-General of the Kanto Local
Finance Bureau. Mr. Matsuyama had no knowledge of these issues prior to their discovery. At meetings of the Boardof Directors and other times, Mr. Matsuyama provided advice and identified pro blems in order to improvegovernance and ensure compliance. After the discovery of this problem, Mr. Matsuyama properly performed his
duties concerning measures to further strengthen compliance, prevent a reoccurrence of this problem and make otherimprovements.

9

Proposal No. 3

Election of Three (3) Auditors

The terms of office of Auditors Mr. Hironori Mukae and Soichiro Akimoto will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, to strengthen auditing capabilities, the Company asks shareholders to elect three (3) auditors in order toincrease the number of auditors by one (1).
This proposal has received the consent of the Board of Auditors.
The candidates for auditors are as follows:
Attendance

Current positions and
No.

Name

Age

Genderresponsibilities at Good

Attribute

Com Asset

Hironori

1 Mukae

Soichiro

2 Akimoto
Hajime3 Koizumi
Reelection

Candidateforreelection

at the Boardof Directors
meetings

Reelection

64

Male

Full-time outside director

Outside21/21 times(100.0%)Independent
Reelection

55

Male

Outside auditor

Outside21/21 times

Independent(100.0%)New
appointment

45

Male

-

Outside-Independent

New
appointment

Candidate fornew
appointment

Outside10

Candidatefor outside
auditorCandidate who meets the

Independent Company’s standards forindependence

No.

1

Hironori Mukae
Date of Birth: October 22, 1959

No. of shares held:
Term of office as outside auditor:
Attendance at the Board of
Directors:
Attendance at the Board ofAuditors:

67,400 shares
11 years
21/21 times
13/13 times

Past experience and positions and responsibilities
April 1984
March 2002

Reelection
OutsideIndependent

Joined Toyo Securities Co., Ltd.
February 2020
Auditor of Capital Support
Manager of Underwriting
Consulting Co., Ltd. (toExamination Department of Toyopresent)
Securities
September 2020 Auditor of Room Bank
April 2008
Manager of IPO Support
Insure Co., Ltd. (toDepartment of Toyo Securities
present)
January 2013 Full-time Outside Auditor of
Auditor of Good Com
March 2022
Goodcom Asset (to present)
Navi Co., Ltd. (to present)
January 2013 Auditor of Goodcom Co. Ltd. (toAuditor of Good Com Asset
present)
May 2022
Investment Advisers Co., Ltd.
March 2015
Auditor of Taiwan Good Com.,(to present)
Ltd. (to present)
Significant concurrent positions
Auditor of Goodcom Co. Ltd.; Auditor of Good Com Asset Investment Advisers Co., Ltd.; Auditor ofRoom Bank Insure Co., Ltd.; Auditor of Taiwan Good Com., Ltd.; Auditor of Capital Support
Consulting Co., Ltd.; Auditor of Good Com Navi Co., Ltd.
Reasons for nomination as a candidate for outside auditor
Mr. Mukae is a candidate for reelection as an outside auditor in order to use his experience andknowledge acquired from involvement with securities underwriting for the oversight of the
management of Good Com Asset.

No.

2

Soichiro Akimoto
Date of Birth: May 8, 1968

No. of shares held:
Term of office as outside auditor:
Attendance at the Board of
Directors:
Attendance at the Board ofAuditors:- shares
4 years
21/21 times
13/13 times

Past experience and positions and responsibilities
October 1993

Reelection
OutsideIndependent

Joined Asahi Audit Corporation(currently KPMG AZSA LLC)
April 1997
Registered as a certified public
accountant
November 2007 Established Akimoto Certified
Public Accounting Office as
Representative (to present)
June 2009
Outside Auditor of Rikei
Corporation (to present)
January 2020
Outside Auditor of Goodcom
Co. Ltd. (to present)
Significant concurrent positions
Representative of Akimoto Certified Public Accounting Office
Reasons for nomination as a candidate for outside auditor
Although Mr. Akimoto has no experience in corporate management other than as an outside auditor,
he is a candidate for reelection as an outside auditor so that the auditing system can benefit from his
professional knowledge as a certified public accountant and his many years of auditing experience.

11

No.

3

Hajime Koizumi
Date of Birth: March 3, 1978

No. of shares held:
Term of office as outside auditor:
Attendance at the Board of
Directors:
Attendance at the Board ofAuditors:- shares- years- times- times

Past experience and positions and responsibilities
September 2007
October 2007
January 2010
April 2013

New

Registered as an attorney at law
Joined AZX Law Office
Joined Fukuyoshi Law Office
Established Izumi Law Office as
Representative (to present)

Significant concurrent positions
Representative of Izumi Law Officeappointment

OutsideIndependent

Reasons for nomination as a candidate for outside auditor
Although Mr. Koizumi has no experience in corporate management other than as an outside auditor,
he is a candidate for newly appointed outside auditor so that the auditing system can benefit fromhis professional knowledge as an attorney and his many years of experience.

Notes: 1. No material conflict of interest exists between the Company and any of these auditor candidates.
2. Mr. Mukae, Mr. Akimoto and Mr. Koizumi are candidates to be outside auditors and meet the Company’s standards
for independence.
3. The Company has entered into an agreement with Mr. Mukae and Mr. Akimoto in accordance with Paragraph 1,
Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article 423of this act. The contractual limit on liabilities will be the amount specified by laws and regulations. If these
individuals are reelected, the Company plans to extend the agreement.
4. If Mr. Koizumi becomes an auditor, the Company will enter into an agreement with him in accordance with Paragraph
1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article
423 of this act. The contractual limit on liabilities will be the amount specified by laws and regulations.
5. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies
concerning the liability of directors and auditors. The policies cover damages due to demands concerning theobligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by thesepolicies. However, damages resulting from an action taken with the awareness that the action violates a law or
regulation are exempt from this coverage. If Mr. Mukae, Mr. Akimoto and Mr. Koizumi are elected an auditor, these
individuals will be covered by this liability insurance. The Company pays the entire cost of these policies and plans torenew these policies under the same terms.
6. The Company has designated Mr. Mukae and Mr. Akimoto as independent officers in accordance with Tokyo Stock
Exchange provisions, and notified the Tokyo Stock Exchange of this designation. If these individuals are reelected,
the Company plans to designate each of them an independent officer and submit notification of this status.
7. Mr. Koizumi meets the independence requirements of the Tokyo Stock Exchange. If he is elected, the Company plans
to designate him an independent officer and submit notification of this status.

12

Proposal No. 4

Election of One (1) Substitute Auditor

The election of one (1) substitute auditor is proposed to prepare for a contingency in which the number of auditors
falls below the statutory requirement.
This proposal has received the consent of the Board of Auditors.
The candidate for substitute auditor is as follows:

Masatoshi Yasuda
Date of Birth: June 19, 1967
Age: 56
Gender: MaleNo. of shares held:- shares

Past experience and positions
April 1990
November 2004

New
appointment

OutsideIndependent

October 2011
September 2012

Joined The Fuji Bank, Ltd.
(currently Mizuho Bank, Ltd.)
Representative Director of
Kyowa Yasuda Co., Ltd.
(currently YASUDAMANAGEMENT) (to present)
Outside Auditor of GFACTORY CO.,LTD.
Representative Partner of
Yasuda AM Partners GK (topresent)

March 2017
December 2018

March 2020

Outside Director of GFACTORY CO.,LTD.
President and CEO of
TORANOMON ASSETMANAGEMENT
CO.,LTD. (to present)
Outside Director of GFACTORY CO.,LTD.
(member of the Audit andSupervisory Committee)(to present)

Significant concurrent positions
Representative Director of YASUDA MANAGEMENT; Representative Partner of Yasuda AM Partners
GK; President and CEO of TORANOMON ASSET MANAGEMENT CO.,LTD.
Reasons for nomination as a candidate for substitute outside auditor
Mr. Yasuda has many years of experience in corporate management and experience working at
financial institutions. Due to his knowledge concerning finance and accounting, Good Com Assetbelieves that he is qualified as an auditor to oversee management and perform auditing duties. As aresult, he has been selected as a substitute outside auditor candidate.

Notes: 1. Mr. Yasuda is the representative director of YASUDA MANAGEMENT and the Company has a contract with thiscompany to receive business support services.
2. Mr. Yasuda is a candidate to be a substitute outside auditor and meets the Company’s standards for independence.
3. Mr. Yasuda meets the independence requirements of the Tokyo Stock Exchange. If he is elected, the Company plans todesignate him an independent auditor and submit notification of this status.
4. If Mr. Yasuda becomes an auditor, the Company will enter into an agreement with him in accordance with Paragraph
1, Article 427 of the Companies Act to limit liabilities for damages to the Company as stated in Paragraph 1, Article
423 of the same Act. The contractual limit on liabilities will be the amount specified by laws and regulations.
5. Pursuant to Paragraph 1, Article 430-3 of the Companies Act, the Company has purchased insurance policies
concerning the liability of directors and auditors. The policies cover damages due to demands concerning theobligation to fulfill responsibilities involving the performance of the duties of directors and auditors insured by thesepolicies. However, damages resulting from an action taken with the awareness that the action violates a law or
regulation are exempt from this coverage. If Mr. Yasuda is elected an auditor, he will be covered by this liability
insurance.

13

Reference
Independence criteria for independence of outside directors and auditors
Good Com Asset designates an outside director or auditor or a candidate for either of these positions as
independent if, following an examination performed within reasonable limits, none of the following
items is applicable.
1. Employment at the Good Com Asset Group
Currently employed or employed within the past 10 years as a manger (note 1) at Good Com Asset ora subsidiary or affiliated company
2. Involvement with a company where a Good Com Asset manager is a director or auditor
Currently a manager at a company where a manager of Good Com Asset is a director or auditor
3. Significant business relationship
An individual who has a significant business relationship (note 2) with the Good Com Asset Group or
is a manager of activities involving a significant business relationship or who was associated with across-shareholding company of the Good Com Asset Group.
4. Major shareholder
An individual who effectively owns 10% or more of total voting rights of Good Com Asset or a managerof an entity that owns 10% or more of total voting rights
5. Accounting auditor
An individual who is employed at the auditing company that audits the Good Com Asset financial
statements
6. Professional services
An individual or member of an organization that receives significant payments or other compensation(note 3) from the Good Com Asset Group, other than compensation as a director or auditor, for services
or consulting as an attorney, certified public accountant, tax accountant, judicial scrivener, patent
attorney, consultant or other role
7. Recipient of donations
An individual who receives significant donations (note 4) from the Good Com Asset Group or is amember of an organization that receives these donations
8. Related party in the past
An individual to whom any of items 2 through 7 have applied during the past three years
9. Close relatives
An individual within two generations of a family member to whom any of items 1 through 8 apply
Notes: 1. A manager is a director, executive or employee who conducts business operations.
2. A significant business relationship is a relationship with an individual or company where the Good Com
Asset Group accounted for at least 5% of consolidated sales in the most recent fiscal year.
3. Significant payments or other compensation by the Good Com Asset Group is a total of 10 million yen or
more or an amount equal to at least 5% of the consolidated sales of the organization receiving thepayments or other compensation in the most recent fiscal year.
4. A significant donation is a total of 10 million yen or more or an amount equal to at least 5% of theconsolidated sales of the organization receiving the donation in the most recent fiscal year.

14

Skill matrix for directors and auditors
If shareholders approve Proposals 2 and 3 at this General Meeting of Shareholders, the skill matrix concerning the profession al
skills and experience of the directors and auditors will be as follows.
Professional skills and experience
Name

Yoshikazu
Nagashima
Maoki
HigashiShutaroMorimoto
Shoji

Independence
Category
GenderOutsideRealestateDirector

Male

●

●

Director

Male

●

●

Director

Male

●

●

OutsideMatsuyama Director
Kaoru Oda

Corporate
management

OutsideDirector

Mikiharu

OutsideNoma

Director

Hironori

Outside

Mukae

AuditorSoichiro

OutsideAkimoto

Auditor

Naomi

OutsideSugawara

AuditorHajimeOutsideKoizumiAuditorFinance/accounting

Legalaffairs

Male

●

●

Female

●

●

Male

●

Male

●

Male

●

Female

●

●

Male

●

●
●

Sustainability

●

●

●
●

15

Finance

●

●

●

Human
resource/labor