This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 9790
June 1, 2022
To Shareholders with Voting Rights:
Koichi Sato
Representative Director and President
FUKUICOMPUTER HOLDINGS, Inc
1-2501 Takagi-chuo, Fukui-shi, Fukui, JapanNOTICE OF
THE 43rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 43rd Annual General Meeting of Shareholders of FUKUICOMPUTERHOLDINGS, Inc (the “Company”) will be held as described below.
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders,and exercise your voting rights by no later than Thursday, June 23, 2022, 6:00 p.m. Japan time inaccordance with the following guidance.
1. Date and Time:

Friday, June 24, 2022 at 11:00 a.m. Japan time

2. Place:

8th floor of AOSSA, Fukui Prefecture Kenmin Hall
1-4-1 Teyose, Fukui-shi, Fukui, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 43rd Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 43rd Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of three (3) Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)
Election of Four (4) Directors Who Are Audit and Supervisory Committee
Proposal 4:
Members○ When attending the meeting, please submit the enclosed voting rights exercise form at the receptiondesk.
○ Of the documents attached to this Notice, “Consolidated Statement of Changes in Equity” and “Notes
to Consolidated Financial Statements” as well as “Non-consolidated Statement of Changes in Equity”
and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website(https://www.fukuicompu.co.jp/) in accordance with provisions of laws and regulations as well as Article
18 of the Articles of Incorporation and therefore are not provided in the documents attached to thisNotice.

-1-

Accordingly, the documents attached to this Notice are part of the Consolidated Financial Statements
and Non-consolidated Financial Statements that were audited by the Accounting Auditor and the Audit
and Supervisory Committee in preparing the Accounting Auditor’s Report and the Audit Report,
respectively.
○ Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements, the Consolidated Financial Statements or the
Non-consolidated Financial Statements will be posted on the Company’s website(https://www.fukuicompu.co.jp/).

-2-

Guide to Exercising Voting Rights
Exercising voting rights in writing
Please indicate your approval or disapproval of the proposals on the enclosed voting form and returnit to us so that it arrives by the exercise deadline.
Exercise deadline: To arrive by 6:00 p.m. on Thursday, June 23, 2022
Exercising voting rights via the Internet
Please refer to the “Guide to Exercising Voting Rights via the Internet, etc.” on the next page,access the website for exercising voting rights, and enter your approval or disapproval by theexercise deadline.
To exercise your voting rights via smartphone, please use the “Smart Exercise” function.
Exercise deadline: 6:00 p.m. on Thursday, June 23, 2022
Exercise of voting rights by attending the meeting in person
When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
Date and Time of the General Meeting of Shareholders: 11 a.m. on Friday, June 24, 2022
(Reception starts at 10 a.m.)- If you exercise your voting rights both in writing and via the Internet, etc., we will treat the exercise via
the Internet, etc. as a valid exercise of your voting rights. If you exercise your voting rights more thanonce via the Internet, etc., we will treat the last exercise as a valid exercise of your voting rights.
- Internet-related costs (connection fees, communication fees, etc.) shall be borne by the shareholder.
- You may not be able to use the voting rights exercise website depending on your Internet environment, theservices you subscribe to or the model you use.

-3-

Guide to Exercising Voting Rights via the Internet, etc.
How to read a QR code
“Smart Exercise”
You can log in to the voting website without entering your voting code and password.
1.

Please scan the QR code on the bottom right corner of the voting form.

2.

After that, please follow the on-screen instructions to indicate your vote for or against the proposals.
- “Approve” all Company proposals- Vote on each proposal individually

You may exercise your voting rights only once using the “Smart Exercise” function.
If you wish to change the details of your vote after exercising your voting rights, please log in and exercise
your voting rights again by entering the “Voting Code” and “Password” indicated on the Voting Rights
Exercise Form in accordance with the “How to enter the Voting Code and Password for exercising voting
rights” shown on the right.
* If you scan the QR code again, you can access the website for exercising voting rights shown on the right.
* QR code is a registered trademark of DENSO WAVE INCORPORATED.

How to enter the Voting Code and Password for exercising voting rights
Voting rights exercise website:
https://www.web54.net
1.
2.
3.

4.

Access the voting rights exercise website and click “Continue”.
Please enter the “Voting Code” shown on the lower left-hand side of the back of the Voting Rights
Exercise Form and click “Login”.
Please enter the “Password” indicated on the lower left-hand side of the back of the Voting Rights
Exercise Form.
Enter the “Initial Password,” and then set a new password that you will actually use.
Click “Register.”
After that, please follow the on-screen instructions to indicate your vote for or against the proposals.

For inquiries regarding the exercise of voting rights via the Internet
If you have any questions regarding the exercise of voting rights via the internet, please contact the following.
Securities Agent Web Support Hotline, Sumitomo Mitsui Trust Bank Limited

Telephone: 0120-652-031 (toll free) Business hours: 9:00 a.m. to 9:00 p.m.
For other inquiries, including requests for forms, please contact 0120-782-031 (toll free).
Business hours: 9:00 a.m. to 5:00 p.m.

To Institutional Investors
You may also exercise your voting rights electronically via the “Platform for Electronic Voting Rights
Exercise” operated by ICJ, Inc.

-4-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

We would like to appropriate our surplus as follows.
Matters concerning year-end dividend
Our basic dividend policy is to distribute dividends, emphasizing the return of profits to our shareholders.
Concerning the year-end dividend for the fiscal year under review, we would like to pay an ordinary
dividend of 60 yen per share as follows.
(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount thereof
60 yen per share of common stock of the Company for a total dividend amount of 1,240,516,860 yen(3) Effective date of distribution of surplus
June 27, 2022

-5-

Proposal 2:
1.

Partial Amendments to the Articles of Incorporation

Reason for the Proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Thus, in order to prepare for the introduction of the system for electronic
provision of reference documents for general meetings of shareholders according to the Act,
amendments to the Articles of Incorporation of the Company are proposed as follows.
(1) The proposed Article 18, Paragraph 1 provides that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 18, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 18 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.

-6-

2.

Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 18 The Company may, when convening ageneral meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

Proposed Amendments<Deleted><Newly established>(Electronic Provision of Reference Materials etc. for
General Meetings of Shareholders)
Article 18 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the referencematerials for the general meeting ofshareholders, etc. electronically.
2. Among the matters concerning electronic
provision, the Company may choose not toinclude all or part of the matters stipulated
in the Ordinance of the Ministry of Justicein the document to be issued and sent toshareholders who have requested it.

<Newly established>

Supplementary provisions
Article 1

The deletion of the provisions of Article 18of the Articles of Incorporation of theCompany before the amendment and the
new establishment of the provisions ofArticle 18 of the Articles of Incorporationof the Company shall come into effect on
the date of enforcement stipulated in theproviso of Article 1 of the Supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(hereinafter referred to as the “Date of
Enforcement”).

2. The following provision shall be included
from the Date of Enforcement. This
provision shall remain effective until the
day of the lapse of six (6) months from theDate of Enforcement or until the day of thelapse of three (3) months from the lastgeneral meeting of shareholders convened
within six (6) months from the Date of
Enforcement, whichever comes later.

-7-

Current Articles of Incorporation

Proposed Amendments
The Company may, when convening ageneral meeting of shareholders, deem thatit has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents forthe general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.
3. This supplementary provision shall bedeleted on either of the days, whichevercomes later, stipulated in the preceding
paragraph.

-8-

Proposal 3:

Election of Three (3) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

Director Harukatsu Hayashi resigned on February 10, 2022, and the terms of office of all of the other
Directors (six (6) Directors) (excluding the Directors who are Audit and Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the conclusion of this General
Meeting of Shareholders.
Hence, the Company proposes the reduction of four (4) Directors and the election of three (3)Directors so that decisions may be made strategically and flexibly at the Board of Directors. Please referto page 19 for the opinion of the Audit and Supervisory Committee regarding this proposal.
The candidates for Director are as follows.
No.

Name

1

Koichi Sato

Current positions at the Company
Representative Director and President[Reappointment][Reappointment][Reappointment]

2

Akira Hashimoto

Director
General Manager, Corporate Administration
Headquarters

3

Tadashi Sugita

Director[Reappointment] Candidate for reappointment as Director

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1998
October 2007
February 2008
April 2012
July 2012
November 2017

Koichi Sato
(December 16, 1963)
1[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

February 2022

Joined the Company
General Manager, Kansai Office, the Company
Executive Officer and General Manager, Kansai
Office, the Company
Executive Officer and General Manager, SalesManagement Division, the Company
Director and General Manager, Sales
Headquarters, FUKUICOMPUTER ARCHITECT,
Inc
Director, the Company
Representative Director and President,
FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc (topresent)
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc(to present)
Representative Director and President, theCompany (to present)

Number ofshares of theCompany held

5,200

April 2022

Director, FUKUICOMPUTER ARCHITECT,Inc (to present)[Significant concurrent positions]・ Director, FUKUICOMPUTER ARCHITECT, Inc・ Director, FUKUICOMPUTER SMART, Inc・ Director, FUKUICOMPUTER SYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Koichi Sato has a wealth of experience and knowledge in corporate management and administration, having
served in important positions in sales divisions of the Company, such as the general manager of a branch office andGeneral Manager of the Sales Headquarter, as well as Representative Director and President of FUKUICOMPUTERARCHITECT, Inc. The Company has nominated him as a candidate for a Director since it believes, based on his
experience and achievements, that he will be able to demonstrate strong leadership in the growth of future business of
the Group and the enhancement of corporate value and to energetically lead the entire Group.

- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1990
April 2001
June 2001
June 2005
April 2006
April 2011
July 2012
April 2013
July 2013
June 2016
November 2017

Akira Hashimoto(April 28, 1964)
2[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

January 2018
June 2020

Joined the Company
General Manager, Sales Planning Division, theCompany
Executive Officer and General Manager, Sales
Planning Division, the Company
Director and General Manager, Sales Planning
Division, the Company
Director, General Manager, CAD Promotion
Division, and General Manager, Support Center,
the Company
Director and General Manager, CS/CRM Business
Division, the Company
Director, General Manager, Business Promotion
Division, and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Director and General Manger, Customer Support
Center, FUKUICOMPUTER, Inc
Representative Director and President,
FUKUICOMPUTER SMART, Inc
Executive Officer and General Manager in chargeof Sales Headquarters, FUKUICOMPUTER, Inc
Director, General Manager, Corporate
Administration Headquarters, the Company (topresent)
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER ARCHITECT, Inc (topresent)
Audit & Supervisory Board Member,
FUKUICOMPUTER, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER SMART, Inc (to present)
Audit & Supervisory Board Member,
FUKUICOMPUTER SYSTEM, Inc (to present)

Number ofshares of theCompany held

3,900

[Significant concurrent positions]・ Audit & Supervisory Board Member, FUKUICOMPUTERARCHITECT, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER
SMART, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTERSYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Akira Hashimoto has been involved in sales planning, promotion, support services and business management
operations, and has experience and extensive knowledge in the various divisions of the Group through serving as
Directors of Group companies. He is also responsible for audit and supervision of the management as Audit &Supervisory Board Member of Group companies. The Company has nominated him as a candidate for Director since
it believes that he can contribute to future business management of the Group.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
November 1987
April 1998
April 2004
October 2006
April 2011
April 2012

Tadashi Sugita(July 14, 1964)
3

June 2012
July 2012
June 2016
April 2018

[Reappointment][Attendance at theBoard of Directors
meetings]
11/11

June 2019
June 2020

Joined the Company
General Manager, Kyushu Office, the Company
Executive Officer and General Manager, Chubu
Office, the Company
Executive Officer and General Manager in chargeof Civil Engineering, the Company
Executive Officer and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Executive Officer, General Manager, Sales
Headquarters, and General Manager, Civil
Engineering and Surveying Sales Management
Division, the Company
Director, the Company
Representative Director and President,
FUKUICOMPUTER, IncManaging Executive Officer, the Company
Representative Director and President,
FUKUICOMPUTER, Inc (to present)
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER SMART, Inc (topresent)
Director, the Company (to present)
Director, FUKUICOMPUTER SYSTEM, Inc(to present)

Number ofshares of theCompany held

13,000[Significant concurrent positions]・ Representative Director and President, FUKUICOMPUTER, Inc・ Director, FUKUICOMPUTER SMART, Inc・ Director, FUKUICOMPUTER SYSTEM, Inc[Reason for nomination as a candidate for Director]
Mr. Tadashi Sugita has served in the sales division since joining the Company, and possesses a wide range of
operational experience and management knowledge. He is currently the Representative Director and Presidentof FUKUICOMPUTER, Inc, leading the company as a whole and playing a central role in promoting civilengineering and surveying-related businesses. The Company has nominated him as a candidate for Director
since it believes that he can utilize his experience and achievements in the business management of the Group.
Notes

1. There are no special interests between each candidate and the Company.
2. The Company has entered into a directors and officers liability insurance contract with aninsurance company that insures all Directors and Executive Officers of the Company and of its
subsidiaries as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under the said
insurance contract, damage caused as a result of the insured Directors and Executive Officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to
the pursuit of such responsibilities shall be covered. However, there are certain exemptions. For
example, damage caused as a result of any conduct committed while knowing that the conduct isin violation of laws and regulations shall not be covered. In addition, the premiums are paid by theCompany, including riders. Therefore, the insured parties do not bear the actual premiums. Eachcandidate will be included as the insured under the relevant insurance policy, which is scheduled
to be renewed with the same conditions during the term of office.

- 12 -

Proposal 4:

Election of Four (4) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this General Meeting of Shareholders.
Hence, the Company proposes the election of four (4) Directors who are Audit and Supervisory
Committee Members.
The Company has obtained the consent of the Audit and Supervisory Committee regarding this
proposal. The candidates for Directors who are Audit and Supervisory Committee Members are as
follows:No.

Name

Current positions at the Company

1

Akira Igarashi

Director, Audit and Supervisory Committee
Member2

Masaru Takahashi

Outside Director, Audit and Supervisory
Committee Member

3

Tokuya Shinatani

Outside Director, Audit and Supervisory
Committee Member

4

Kisei Kanda

Outside Director, Audit and Supervisory
Committee Member[Reappointment][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment][Outside][Independent][Reappointment] Candidate for reappointment as Director[Outside]

Candidate for Outside Director[Independent]

Independent Director stipulated by the rules of the stock exchange- 13 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
March 1989
April 1996
July 2000
April 2003

Akira Igarashi(October 12, 1959)[Reappointment]
1[Attendance at theBoard of Directors
meetings]
11/11

Joined the Company

Number ofshares of theCompany held

General Manager, Accounting Department, theCompany
General Manager, Business Operations Division, theCompany

General Manager, Information Management
Office, the Company
July 2003
General Manager, Audit Office, and General
Manager, Information Management Office, theCompany
February 2007
General Manager, Audit Office, the Company
General Manager, Information Management
April 2008
Office, the Company
June 2011
General Manager, Audit Office and Information
Management Office, the Company
April 2016
General Manager, Audit Office, and General
Manager, Information System Division, theCompany
November 2017 Audit & Supervisory Board Member,
FUKUICOMPUTER ARCHITECT, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER SMART, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER.COM, Inc
Audit & Supervisory Board Member,
FUKUICOMPUTER SYSTEM, Inc
April 2018
General Manager, Audit Office, the Company
June 2020
Director, Audit and Supervisory Committee
Member, the Company (to present)[Significant concurrent positions]
―

5,300

[Reason for nomination as a candidate for Director who is Audit and Supervisory Committee Member]
Mr. Akira Igarashi has a wealth of experience and knowledge in all operations of the Company and inaccounting divisions in particular, having served long in important positions, including General Manager of the
Audit Office of the Company and an auditor of consolidated subsidiaries. The Company has nominated him as a
candidate for Director who is Audit and Supervisory Committee Member since it believes that he will be able to
make use of his experience and further enhance the audit and supervisory function for the management of theCompany in everyday information collection, information sharing through attendance at important internal
meetings, and activities of the Audit and Supervisory Committee from a position as an internal person.

- 14 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1980
August 1984
August 1988
July 1994
June 2003
April 2014

December 2017
January 2018

Masaru Takahashi(December 6, 1952)[Reappointment][Outside][Independent]
2[Attendance at theBoard of Directors
meetings]
11/11

January 2018
June 2018
April 2020
April 2020
March 2021
July 2021
April 2022

Joined Tohmatsu Awoki & Co. (current Deloitte
Touche Tohmatsu LLC)
Registered as Certified Public Accountant
Resided at Deloitte U.S. Chicago Office
Resided at Deloitte China Shanghai Office
Assumed the post of Representative Member (current
Partner), Tohmatsu & Co. (current Deloitte Touche
Tohmatsu LLC)
Specially Appointed Professor (international
accounting and audit theory) at Graduate School of
Asian and International Business Strategy, Asia
University
Resigned from the post of Partner, Deloitte Touche
Tohmatsu LLC
Representative, Masaru Takahashi Certified
Public Accountant Office (to present)
Special Advisor, Cenxus Group (to present)
Outside Director, Audit and Supervisory
Committee Member, the Company (to present)
Outside Auditor, Mental Health Technologies Co.,
Ltd. (to present)
Lecturer at Graduate School of Professional
Accountancy, Meiji University (to present)
Managing Partner, Cenxus Inc. (to present)
Outside Director, NISSIN FOODS COMPANY
LIMITED (to present)
Audit Steering Committee Member, Certified
Public Accountant Final Examination (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]・ Representative, Masaru Takahashi Certified Public Accountant Office・ Special Advisor, CENXUS GROUP
・ Outside Auditor, Mental Health Technologies Co., Ltd.
・ Lecturer at Graduate School of Professional Accountancy, Meiji
University
・ Managing Partner, Cenxus Group (to present)・ Outside Director, NISSIN FOODS COMPANY LIMITED・ Audit Steering Committee Member, Certified Public Accountant Final
Examination[Reason for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member andoutline of expected role]
Mr. Masaru Takahashi has a wealth of experience and knowledge as a certified public accountant at auditing firms
etc., and the Company has nominated him as a candidate for Outside Director who is Audit and Supervisory
Committee Member since it believes that he will be able to provide the Company with valuable advice and guidance
about the strengthening of the governance structure of the Group and business administration through the supervisionof management in an independent, fair position. Mr. Takahashi acceded to the post of Nomination and Compensation
Committee Member in May 2019 and has been participating in the election of candidates for Directors and Executive
Officers and the determination of compensation for Directors in an objective, neutral position, and the Company
expects that he will continue to make a contribution to strengthening the governance structure of the Company.

- 15 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
Full-time lecturer at the Faculty of Law, Meijo
University
April 1995
Assistant Professor at the Faculty of Law, Meijo
University
August 1995
Visiting Scholar at East Asian Legal Studies,
Harvard University Law School
Professor at the Faculty of Law, Meijo University
April 2002
April 2002
Part-time Lecturer at the Faculty of Law,
Hitotsubashi University
Professor at College of Law, Ritsumeikan
April 2003
University
April 2004
Professor at Ritsumeikan University Graduate
School of Law
April 2005
Concurrent Teacher at Hitotsubashi University
Graduate School of Law (to present)
April 2009
Professor at College of Law, Ritsumeikan
University (to present)
Director of the Japan Association of the Law ofJune 2013
Trust (to present)
Outside Director, Audit and Supervisory
June 2018
Committee Member, the Company (to present)
December 2020 Certified Public Accountant Examination
Committee Member (to present)[Significant concurrent positions]
・ Professor at College of Law, Ritsumeikan University
・ Concurrent Teacher at Hitotsubashi University Graduate School of
Law・ Director, the Japan Association of the Law of Trust・ Certified Public Accountant Examination Committee Member
April 1992

Tokuya Shinatani(March 6, 1964)[Reappointment][Outside][Independent]

3[Attendance at theBoard of Directors
meetings]
11/11

Number ofshares of theCompany held―

[Reason for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member
and outline of expected role]
Mr. Tokuya Shinatani has been studying the Companies Act, the Financial Instruments and Exchange Act, etc.
mainly and has a wealth of experience and knowledge in teaching at various universities. The Company has
nominated him as a candidate for Outside Director who is Audit and Supervisory Committee Member since it
believes that he will be able to make use of his experience to provide advice in a fair position about thestrengthening of the governance structure of the Group as well. Mr. Shinatani acceded to the post of Nomination
and Compensation Committee Member in May 2019 and has been participating in the election of candidates for
Directors and Executive Officers and the determination of compensation for Directors in an objective, neutral
position, and the Company expects that he will continue to make a contribution to strengthening the governancestructure of the Company with his legal knowledge. Mr. Shinatani has not been committed to corporate
management in any way other than becoming an Outside Director, but the Company determines for theabovementioned reason that he is capable of carrying out duties as an Outside Director.

- 16 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company

Kisei Kanda(October 11, 1983)

Passed the bar examination
Completed training at the Legal Training andResearch Institute of the Supreme Court of Japan
December 2012 Joined Nasu & Iwasaki Law Firm
Opened Kanda Law Office, Representative
January 2018
Lawyer (to present)
Outside Director, Audit and Supervisory
June 2018
Committee Member, the Company (to present)[Significant concurrent positions]・ Representative lawyer, Kanda Law Office
September 2011
December 2012

4

Number ofshares of theCompany held―

[Reappointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
11/11[Reason for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member
and outline of expected role]
The Company has nominated him as a candidate for Outside Director who is Audit and Supervisory Committee
Member since it expects that he, as a lawyer, will make a contribution to strengthening audits and supervision of
the Board of Directors from a legal standpoint etc., and also believes that he is young and will be able to provide
advice about future management of the Company from the viewpoint of the young generation. Mr. Kanda
acceded to the post of Nomination and Compensation Committee Member in May 2019 and has been
participating in the election of candidates for Directors and Executive Officers and the determination ofcompensation for Directors in an objective, neutral position, and the Company expects that he will continue tomake a contribution to strengthening the governance structure of the Company with his expertise in the judicial
field.
Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Masaru Takahashi, Mr. Tokuya Shinatani, and Mr. Kisei Kanda are candidates for Outside
Directors.
3. Each of Mr. Masaru Takahashi, Mr. Tokuya Shinatani, and Mr. Kisei Kanda is currently an Outside
Company Director who is an Audit and Supervisory Committee Member, and their terms of officewill be four (4) years at the conclusion of this General Meeting of Shareholders.
4. The Company has concluded a contract limiting the liability for damage stipulated in Article 423,
Paragraph 1 of the Companies Act with each of Mr. Masaru Takahashi, Mr. Tokuya Shinatani, andMr. Kisei Kanda based on the provisions of Article 427, Paragraph 1 of the same Act, and thelimit amount of liability for damage based on the contract concerned shall be the minimum limit
amount of liability stipulated in Article 425, Paragraph 1 of the same Act. If the reappointment ofeach of them is approved, the Company plans to continue the contract concerned.
5. The Company has entered into a directors and officers liability insurance contract with aninsurance company that insures all Directors and Executive Officers of the Company and of its
subsidiaries as stipulated in Article 430-3, Paragraph 1 of the Companies Act. Under the said
insurance contract, damage caused as a result of the insured Directors and Executive Officers
assuming responsibilities regarding the execution of their duties or receiving claims pertaining to- 17 -

the pursuit of such responsibilities shall be covered. However, there are certain exemptions. For
example, damage caused as a result of any conduct committed while knowing that the conduct isin violation of laws and regulations shall not be covered. In addition, the premiums are paid by theCompany, including riders. Therefore, the insured parties do not bear the actual premiums. Eachcandidate will be included as the insured under the relevant insurance policy, which is scheduled
to be renewed with the same conditions during the term of office.
6. Each of Mr. Masaru Takahashi, Mr. Tokuya Shinatani, and Mr. Kisei Kanda satisfies therequirements for Independent Directors as stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Independent Directors” stipulated by the Company, and theCompany has designated each of them as an Independent Director and notified the Exchange of
his designation. If the reappointment of each of them is approved, the Company plans to maintainhis designation as an Independent Director. For the “Criteria for Independence of Independent
Directors,” please refer to page 19.

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Opinion of the Audit and Supervisory Committee
The Audit and Supervisory Committee has discussed the election and compensation of the Company’s
Directors (excluding Directors who are Audit and Supervisory Committee Members; hereinafter the same
shall apply), including the confirmation of the discussion that took place at the Nomination and Compensation
Committee. The Company has determined that each of the candidates are qualified as a candidate for Director
based on an evaluation of the status of their business execution, business performance and other factors during
the fiscal year under review. In addition, with regard to the compensation of Directors, the Company believes
that the content of the compensation, etc. is appropriate, having confirmed the compensation structure,
specific method of calculating compensation, and other matters.

Criteria for Independence of Independent Directors
To protect general shareholders, the Company has established the criteria for the independence ofIndependent Directors as follows, and appoints Independent Directors from among those who aredetermined to be independent in light of the criteria.
1. A person is not currently an executive (Note 1) of the Group (the Company and its consolidated
subsidiaries) nor had not been an executive thereof in the past ten years.
2. The person him/herself does not currently fall nor in the past three years had fallen under any of
the following:(1) An executive of a major business partner (Note 2) of the Group.
(2) An executive of a major lender (Note 3) to the Group.
(3) A consultant, an accounting professional, such as a certified public accountant, or a legal
professional, such as an attorney, who receives a significant amount of money or other property(Note 4) from the Group other than as director compensation (in the case of an organization,such as a legal entity or a partnership, a person who belongs to such organization).
(4) A person from a company that has a relationship of reciprocal appointment of outside officers(Note 5) with the Company.
(5) A person who has received a significant amount of donations (Note 6) from the Group (in thecase of an organization, such as a legal entity, an executive of such organization).
3. A spouse or a relative within the second degree of kinship does not fall under either 1. or 2. above.
Notes: 1. An “executive” refers to an executive director, corporate officer, executive officer, manager orother employees.
2. A “major business partner” refers to a business partner that received a payment from the Groupequivalent to 2% or more of consolidated net sales of said business partner in the most recent
business year, or a business partner that made a payment to the Group equivalent to 2% or moreof consolidated net sales of the Group in the most recent business year.
3. A “major lender” is a financial institution that lends money to the Group in an amountequivalent to 2% or more of consolidated total assets of the Group.
4. A “significant amount of money or other property” refers to money and/or property that, in theaggregate, amount to 10 million yen or more per business year.
5. A “reciprocal appointment of outside officers” refers to cases where a person from the Group
serves as an outside officer of another company, while at the same time a person from suchcompany serves as an outside officer of the Company.
6. A “significant amount of donations” refers to donations in an average amount of 10 million yen
per year over the past three business years or 30% of the organization’s total annual expenses,
whichever is greater.
.

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