Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any 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 otherforms of damages arising from the translation.
(Stock Exchange Code 2749)
June 9, 2023
(Date of commencement of electronic provision measures: June 5, 2023)
To Shareholders with Voting Rights:
Tohru Sakai
President and Representative Director
JP-HOLDINGS, INC.
3-15-31 Aoi, Higashi-ku, Nagoya CityNOTICE OF
THE 31ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
This is to notify you that the 31st Annual General Meeting of Shareholders of JP-HOLDINGS, INC. (the“Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures as “Notice of the 31st Annual General Meeting of Shareholders” on the following
Company’s Internet website.
The Company’s website
https://www.jp-holdings.co.jp/en/news
In addition to the website shown above, the Company also has posted this information on the following
website on the internet.
Tokyo Stock Exchange (TSE) website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the TSE website (Listed Company Search), input the Company nameor Stock Exchange Code, and click “Search,” and then click “Basic information” and select “Documents for
public inspection/PR information.”
If you are unable to attend the meeting, you can exercise your voting rights, either in writing by postal mailor through the Internet. Please review the Reference Documents for the Annual General Meeting of Shareholders
described on Pages 4 and 5 (available in Japanese version only) and exercise your voting rights by no later
than 6:00 p.m. on Monday, June 26, 2023, Japan time.

-1-1. Date and Time:

Tuesday, June 27, 2023, at 10:00 a.m. Japan time

2. Venue:

Season Terrace Hall, 3rd Floor, Annex Building, Shinagawa Season Terrace
1-2-70 Konan, Minato-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s
31st Fiscal Year (April 1, 2022–March 31, 2023) and the results of audits
by the Accounting Auditor and Audit & Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 31st Fiscal Year
(April 1, 2022–March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Ten (10) Directors (excluding Directors who are Audit &Supervisory Committee Members)
4. Precautions upon Exercising Voting Rights
If you indicate neither approval nor disapproval for a proposal on the Voting Rights Exercise Form, yourvote shall be treated as “approve.”
5. Other Matters Decided upon Convocation
1) If you exercise your voting rights by submitting more than one Voting Rights Exercise Form, theVoting Rights Exercise Form that arrives at the Company last shall be deemed as the valid exercise
of voting rights.
2) If you exercise your voting rights more than once via the Internet, the last exercise of voting rights
shall be deemed as the valid exercise of voting rights.
3) If you exercise your voting rights both via the Internet and in writing (by submitting the Voting
Rights Exercise Form), the exercise via the Internet shall be deemed as the valid exercise of voting
rights.
4) If you wish to make a diverse exercise of your voting rights, please notify the Company in writingof your intention of making a diverse exercise of your voting rights and the reasons therefor at least
three days prior to the date of the Annual General Meeting of Shareholders.
5) For individual shareholders to exercise voting rights by proxy, in principle, it is necessary to submit
the following documents 1) to 3).
1) Voting Rights Exercise Form of the proxy2) Document evidencing authority of the proxy (letter of attorney with the signature of theshareholder who assigns the power of attorney to the proxy or with the name of the shareholder
who assigns the power of attorney to the proxy and the seal affixed)
3) Voting Rights Exercise Form of the shareholder who assigns the power of attorney to the proxy or
the seal registration certificate corresponding to the seal affixed to the letter of attorney, or a
copy of an official document for identification of the shareholder who assigns the power ofattorney to the proxy, including but not limited to a passport, a driver’s license, and a healthinsurance card
6) For corporate shareholders to exercise voting rights by proxy, in principle, it is necessary to submit
the following documents 1) and 2).
1) Document evidencing authority of the proxy (letter of attorney or notice of representation withthe signature of the representative of the corporation or with the name of the representative of
the corporation and the seal affixed)
2) Voting Rights Exercise Form of the shareholder who assigns the power of attorney to the proxy or
the seal registration certificate corresponding to the seal affixed to the letter of attorney or thenotice of representation
7) The number of proxies shall be one and the proxy shall be a shareholder with voting rights at this
General Meeting of Shareholders, pursuant to Article 15, Paragraph 1 of the Company’s Articles ofIncorporation.
8) The documents sent to shareholders also serve as documents containing the matters subject toelectronic provision measures based on a request for delivery of documents. The following matters
are not included in the documents in accordance with laws and regulations in addition to Article 13

-2-

9)

of the Company’s Articles of Incorporation. Accordingly, the said documents constitute only part ofthe documents audited by the Audit & Supervisory Committee and the Accounting Auditor in
preparation of audit reports.
- System and Policy of the Company- Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated
Financial Statements- Non-consolidated Statement of Changes in Shareholders’ Equity and Notes to the
Nonconsolidated Financial Statements
Going forward, in the event that a significant change in the proceeding of the Meeting arises, wewill disclose it on the Company’s Internet website at https://www.jp-holdings.co.jp.

* Any revisions to the matters subject to electronic provision measures will be posted on the respective
websites where the matters are posted.

-3-

Reference Documents for the Annual General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
With respect to the year-end dividends for the 31st fiscal year, we propose a year-end dividend of 5 yen per
share, comprehensively taking into account the performance of the fiscal year under review, the internal reserves
necessary for future business expansion, as well as the enhancement of financial soundness, among other factors.
The Company commemorated its 30th anniversary on March 31, 2023. We are truly grateful to all our
stakeholders, including shareholders, as we believe that we owe our success entirely to the continued supportof these stakeholders. Accordingly, we propose to pay a commemorative dividend of 1 yen per share as part of
the year-end dividend for the fiscal year ended March 31, 2023 to express our sincere appreciation for theconstant warm support of shareholders.
As a result, the Company plans to pay a total year-end dividend of 6 yen per share for the fiscal year ended
March 31, 2023, adding a commemorative dividend of 1 yen per share for the 30th anniversary of the Company’s
founding to an ordinary dividend of 5 yen per share.
(i) Type of dividend assetsCash(ii) Matters concerning the allocation of dividend assets to shareholders and the total amount thereof
6 yen per share of the Company’s ordinary shares
Total amount: 510,909,258 yen(iii) Effective date of dividend of surplus
June 28, 2023

-4-

Proposal 2: Election of Ten (10) Directors (excluding Directors who are Audit & Supervisory Committee
Members)
The terms of office of all nine (9) Directors (excluding Directors who are Audit & Supervisory Committee
Members; hereinafter, the same apply in this Proposal) will expire at the close of this Annual General Meetingof Shareholders. Accordingly, we propose that ten (10) Directors be elected, adding one (1) Outside Director tofurther strengthen the management structure. The nomination of the candidates for Director has been determinedby the Board of Directors upon recommendations from the Nomination Committee, a voluntary committee
chaired by an Independent Outside Director and a majority of which comprises Independent Outside Directors.
While the Audit & Supervisory Committee deliberated on this proposal, there is no particular matter on which
they should state their opinions at the General Meeting of Shareholders pursuant to the provisions of theCompanies Act.
Candidates for Director are as follows.
Number of
Career summary, positions and responsibilities at the Company,
Nameshares of theNo.
and significant concurrent positions(Date of birth)Company held
July 1996
April 2001
July 2011
April 2012
December 2017

June 2018
July 2018

Tohru Sakai
September 2018
(September 26, 1973) December 2018
April 2019
August 2019
June 2020
1
July 2020
June 2021
September 2021
October 2021
April 2022

October 2022
February 2023

Joined Pacific Rim Corporation (U.S.)
Assumed office as Director
Joined ATRIUM Co., Ltd.
Subsequently, assumed office as Executive Officer andGeneral Manager of Strategic Investment Division
Founded Futamatsuya USA Inc. (U.S.)
Founded Star Capital Inc.
Founded Mirai Capital Co., Ltd.
Assumed office as Representative Director
Founded Mother Care Japan Co., Ltd.
Assumed office as Representative Director
Director, the Company
Director, Japan Nursery Service Inc.
Director, J Planning Sale Inc.
Director, J Cast Inc.
Director, Japan Nursery Institute for General Research
Inc. (to present)
President and Representative Director, J Kitchen Inc.
Director, Amenity Life Inc.
President and Representative Director, J Planning Sale Inc.
Senior Managing Director, the Company
President and Representative Director,
the Company (to present)
Director, J Kitchen Inc.
Director, J Planning Sale Inc.
President and Director, Japan Nursery Service Inc.
President and Representative Director, J Kitchen Inc.
President and Representative Director, J Planning Sale Inc.
President and Representative Director, and General
Manager, Operation Department, J Kitchen Inc.
President and Representative Director,
Japan Nursery Service Inc. (to present)
President and Representative Director,
J Kitchen Inc. (to present)
President and Representative Director, J Cast Inc.
Chief Director, Japan Childcare Association (to present)

8,226[Reasons for nomination as a candidate for Director]
Mr. Tohru Sakai has led the Company’s management as President and significantly contributed to improving theperformance of the Company. The Company expects that by leveraging the wealth of experience andachievements he has thus accumulated, he as Director will be able to make appropriate decisions and supervise
the performance of duties regarding important matters on the Company’s management in general, while also
continuing to contribute to the Group’s growth and the enhancement of corporate value. Accordingly, theCompany renominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1993
April 2004
April 2017
October 2017

Number ofshares of theCompany held

Joined Toyo Reinetsu Co. Ltd.
Joined ATRIUM Co., Ltd.
Joined Daitokentaku Partners Co., Ltd.
Joined ATM Japan, Ltd.
General Manager, Accounting and Finance Division
January 2019
Joined the Company
General Manager, Finance and Accounting Department,
Administration Division
April 2020
General Manager, Administration Division, and General
Manager, Finance and Accounting Department, theCompany
June 2020
Director, General Manager, Administration Division, andGeneral Manager, Finance and Accounting Department,
the Company
July 2020
Director, Japan Nursery Service Inc.
Director, J Cast Inc.
Director, Japan Nursery Institute for General Research
Inc.
August 2020
Director, General Manager, Administration Division,
General Manager, Finance and Accounting Department,
and General Manager, System Department, theRyoji Tsutsumi
Company
6,849(December 20, 1972)
May 2021
Director, Amenity Life Inc.
July 2021
Director, J Planning Sale Inc.
2
Director, J Kitchen Inc.
October 2021
Director, General Manager, Administration Division, andGeneral Manager, System Department, the Company
Director, General Manager, Administration Division, andGeneral Manager, System Department, Japan Nursery
Service Inc.
April 2022
Director, General Manager, Administration Division,
General Manager, Operations Reform Department, andGeneral Manager, System Department, Japan Nursery
Service Inc.
January 2023
Director and General Manager, System Department,
J Kitchen Inc.
Director and General Manager, System Department,
Japan Nursery Institute for General Research Inc.
April 2023
Director, the Company (to present)
Director, Japan Nursery Service Inc. (to present)
Director, J Kitchen Inc. (to present)
Director, Japan Nursery Institute for General Research
Inc. (to present)[Reasons for nomination as a candidate for Director]
Mr. Ryoji Tsutsumi has a wealth of experience mainly at administration divisions, and has contributed tostrengthening the management base by promoting overall operational efficiency of the Group. The Company
expects that he can continue to contribute to strengthening the management base, and accordingly renominatedhim as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1953

3

Number ofshares of theCompany held

Joined Yamatane Securities Co., Ltd. (current SMBC
Nikko Securities Inc.)
December 1985 President and Representative Director, Yamatane
Investment Management Co., Ltd.
June 1992
President and Representative Director, Yamatane
Securities Co., Ltd. (current SMBC Nikko Securities Inc.)
November 1994 Director (Financial Affairs), Waseda University
September 1995 Vice President, Executive Director (Financial Affairs),
Waseda University
June 2000
Nonexecutive Director, The Tokyo Foundation
January 2002
President, NPO Bridge in Asia
December 2003 Vice President, University Management Association in
21st Century
November 2004 Vice President, Executive Director, Waseda University
October 2006
Visiting Scholar, Waseda Institute of the Policy of Social
Safety (to present)
November 2006 Director, Yugi Sangyo Kenzenka Suishinkikou(scheduled to retire in June 2023)
December 2006 Trustee, Toyo University
April 2009
Director, University of Niigata Prefecture
December 2009 Executive Trustee, Toyo University
December 2010 Trustee, General Incorporated Foundation The Japan
Uzbekistan Silk Road Foundation (to present)
Outside Director October 2011
Director and Principal, Educational Corporation Kankyo
Zokei Gakuen ICS College of Arts–
April 2012
Vice Chairman, Educational Corporation Kankyo Zokei
Shotaro Seki
Gakuen(July 12, 1929)
April 2014
Vice Chairman and President, Educational Corporation
Kankyo Zokei Gakuen
June 2014
Member, University Reform Governance Promotion
Committee, Ministry of Education, Culture, Sports,
Science and Technology
January 2015
Councilor, Foundation for International Transfer ofSkills and Knowledge in Construction
July 2016
Advisor, Japan Educational Foundation Tokyo Online
University
December 2016 Member, Committee for Discussion of Measures for
Promoting University Governance Reform, Ministry of
Education, Culture, Sports, Science and Technology
May 2017
Chairman, NPO MusicaFresca (to present)
October 2017
Member, Committee for Discussion of Measures for
Promoting University Governance Reform, Ministry of
Education, Culture, Sports, Science and Technology
October 2018
Outside Director, the Company (to present)
July 2019
Director, Tokyo New City Orchestra (to present)
September 2019 Director and Senior Advisor, Educational Corporation
Kankyo Zokei Gakuen ICS College of Arts (to present)
April 2021
Institute for Development of Early Childhood Education,
Comprehensive Research Organization, Waseda
University (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Shotaro Seki has been providing advice on supervision of the management of the Company and overallmanagement, capitalizing on his wealth of experience and knowledge of education and governance. The Company
expects him to continue to provide useful advice and thus renominated him as a candidate for Outside Director.

-7-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1970

Outside Director

Tadakazu Sahara(April 9, 1947)
4

June 2000
April 2006
April 2007
May 2007
May 2008
January 2009
October 2018
June 2020

Joined Daiwa Securities Co., Ltd. (current Daiwa
Securities Group Inc.)
Director, Daiwa Investor Relations Co. Ltd.
Managing Director, Daiwa Investor Relations Co. Ltd.
Opened Office Sahara
General Manager, Information Security Office,
the Company (until April 2008)
Advisor, General Solutions Co., Ltd. (current Fisco Ltd.)
Director, General Solutions Co., Ltd. (current Fisco Ltd.)
Outside Audit and Supervisory Board Member,the Company
Outside Director, the Company (to present)

Number ofshares of theCompany held

10,000[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Tadakazu Sahara has a wealth of work experience at financial institutions, and a wide range of knowledge ofcommunication with stakeholders, etc. cultivated through his career at IR activity consulting company. He has
been providing advice on overall management including advice on transmission of information for stakeholders.
The Company expects him to continue to provide useful advice and thus renominated him as a candidate for
Outside Director.
April 1976
April 1986

5

Joined Chiba Prefectural Government
Joined Ministry of Health and Welfare (current Ministryof Health, Labour and Welfare)
April 1994
Assistant Professor, College of Social Studies (current
College of Integrated Human and Social Welfare
Studies), Shukutoku University
April 1997
Professor, Graduate School, Shukutoku University (topresent)
General Manager, Department of Child and Family Policy
Research, Japan Child and Family Research InstituteOutside Director
April 2006
Advisor, Ishikawa Prefectural Government
April
2009
Technical Advisor, City of Urayasu (in charge of Child
Reiho Kashiwame
Care Support) (to present)(June 16, 1952)
June 2013
Director, Social Welfare Corporation Kobokan (to present)
December 2014 Vice Chairman, Tokyo Child Welfare Council
September 2015 Chairperson, Child and Parenting Board of Tokyo
Metropolitan Government
June 2020
Outside Director, the Company (to present)
February 2023 Chairman, Tokyo Child Welfare Council (to present)
Chairman, Toshima City Child Welfare Council (to present)
April 2023
Research Professor, College of Integrated Human andSocial Welfare Studies, Shukutoku University (to present)–[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Although he has no direct experience in corporate management, Mr. Reiho Kashiwame has many years ofexperience and professional knowledge of child welfare and child education. He has been providing useful advice
on overall management of the Group, particularly on nursery services. The Company expects him to continue toprovide useful advice and thus renominated him as a candidate for Outside Director.

-8-

No.

6

7

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions

Number ofshares of theCompany held

April 1989
Joined Chukyo Publishing Co., Ltd.
September 1990 Joined Gakken Co., Ltd. (current GAKKENHOLDINGS CO., LTD.)
October 2011
General Manager, Human Resources Strategy Office,
GAKKEN HOLDINGS CO., LTD.
August 2014
General Manager, Secretariat Office, GAKKENHOLDINGS CO., LTD.
–
April 2015
General Manager, Management Strategy Office,
GAKKEN HOLDINGS CO., LTD.
Outside Director December 2016 Corporate Officer, GAKKEN HOLDINGS CO., LTD.
(to present)
Toru Kobayashi October 2017
President and Representative Director, Gakken E-mirai(February 9, 1967)
Co., Ltd. (current Gakken Inc.)
June 2018
Director, Japan Association for Promotion of
Educational Technology (to present)
Director, Bosai Kyoiku Suishin Kyokai (to present)
June 2021
Outside Director, the Company (to present)
Board Member, General Incorporated Association ICT
CONNECT 21 (to present)
July 2022
General Manager, Human Resources Strategy Office,
GAKKEN HOLDINGS CO., LTD. (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Toru Kobayashi has many years of experience and knowledge of infant and child education. The Company
expects that he can continue to provide useful advice on overall management of the Group, particularly on nursery
services, and thus renominated him as a candidate for Outside Director.
April 1992
Joined Gakken Co., Ltd. (current GAKKENHOLDINGS CO., LTD.)
October 2015
Director, Gakken Area Market Co., Ltd.
June 2019
Director, GI Village Co., Ltd. (to present)
Outside Director October 2019
Director, Gakken Cocofump Nursery Co., Ltd.
March 2020
Outside Director, Ichishin Labo Co., Ltd.
–
Chie Yamazaki October 2020
Director, Gakken E-mirai Co., Ltd. (current Gakken Inc.)(September 13, November 2020 Director, Gakken Cocofump Holdings Co., Ltd. (current
1969)
Gakken Cocofump Co., Ltd.)
President and Representative Director, Gakken
Cocofump Nursery Co., Ltd. (to present)
June 2022
Outside Director, the Company (to present)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Ms. Chie Yamazaki has many years of experience and knowledge of infant and child education. The Company
expects that she can continue to provide useful advice on overall management of the Group, particularly on
nursery services, and thus renominated her as a candidate for Outside Director.

-9-

No.

Name
(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
April 1976

8

Joined The Mitsubishi Bank, Ltd. (current MUFG Bank,Ltd.)
March 1993
Deputy General Manager, Singapore Branch, The
Mitsubishi Bank, Ltd. (current MUFG Bank, Ltd.)
July 1997
General Manager, Planning Department, TokyoMitsubishi Asset Management Co., Ltd. (current
Mitsubishi UFJ Kokusai Asset Management Co., Ltd.)
October 2000
General Manager, Asset Management Service
Department, The Bank of Tokyo-Mitsubishi, Ltd.
(current MUFG Bank, Ltd.)
July 2002
General Manager, Invest Banking and AssetManagement Planning Department, The Bank of TokyoOutside Director
Mitsubishi, Ltd. (current MUFG Bank, Ltd.)
July 2004
Representative Director and President, Mitsubishi-Tokyo
Yasumine Satake
Wealth Management Securities Co., Ltd. (current(December 1, 1953)
Mitsubishi UFJ Securities Holdings Co., Ltd.)
September 2004 Representative Director and Chairman, MitsubishiTokyo Wealth Management Bank (Switzerland), Ltd.
(current Mitsubishi UFJ Wealth Management Bank
(Switzerland), Ltd.)
August 2008
Director and Chairman, The Tokyo Star Bank, Limited
June 2015
Outside Director, SBI Holdings, Inc.
July 2017
Outside Audit and Supervisory Board Member, SBI
Sumishin Net Bank, Ltd.
June 2020
Outside Director, Audit & Supervisory Committee Chair,
Suruga Bank Ltd. (to present)
June 2022
Outside Director, the Company (to present)

Number ofshares of theCompany held–

[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Yasumine Satake has long been engaged in reforming and refining the financial environment through theplanning and execution of new businesses and the promotion of business integration in the drastically changing
financial industry. The Company expects that he can continue to provide useful advice on overall management of
the Group, and thus renominated him as a candidate for Outside Director.
March 1987
New Candidate
Outside Director
9February 2005
October 2015

Shuntaro Takahashi December 2016
(July 19, 1964)
April 2021

Joined Gakken Co., Ltd. (current GAKKENHOLDINGS CO., LTD.)
Director, Gakken R&C Co., Ltd. (current Gakken Data
Service Co., Ltd.)
General Manager, Operations Audit Division, GAKKENHOLDINGS CO., LTD.
General Manager, Internal Control Division, GAKKENHOLDINGS CO., LTD.
General Manager, Internal Audit Division, GAKKENHOLDINGS CO., LTD. (to present)–[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Mr. Shuntaro Takahashi has knowledge on education business and a wide range of experience and knowledge ofcompliance. The Company expects that he can provide useful advice on overall management of the Group,particularly on nursery services, and thus newly nominated him as a candidate for Outside Director.

- 10 -

No.

Name(Date of birth)

Career summary, positions and responsibilities at the Company,
and significant concurrent positions
February 1987
March 1990
April 1990

New Candidate
Outside Director
Yuki Gotoda(March 28, 1970)

March 1997

March 2003
February 201610

March 2021
August 2022

Number ofshares of theCompany held

Received Special Jury Award at the 2nd Toho Cinderella
Audition
Graduated from Department of English Literature, Toyo
Eiwa Junior College (current Toyo Eiwa University)
Made her full-scale debut as an actress in NHK’smorning drama serials, Rin-rin to
Received Newcomer of the Year in the 20th Japan
Academy Film Prize for her performance in the film
titled Waga Kokoro no Gingatetsudo - Miyazawa Kenji
Monogatari
Graduated from Culinary Course of Hattori Nutrition
College
Received the 3rd Distinguished Achievement Award in
Culture of Dietary Education
Graduated from Department of Education, Faculty of
Liberal Arts, University of the Sacred Heart (acquired afirst-class teaching certificate for kindergarten)
Acquired a childcare certificate–[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
Ms. Yuki Gotoda is active as an actress under the stage name of Maki Mizuno. She has a first-class teachingcertificate for kindergarten and a childcare certificate and also has a good personality with superior knowledge,
including experience in volunteer activities at kindergarten. The Company expects that she can provide advice interms of social contribution, and thus newly nominated her as a candidate for Outside Director.
Although she has no direct experience in corporate management, the Company believes for reasons above that
she can appropriately perform her duties as Outside Director.

(Notes)
1. Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr. Toru Kobayashi, Ms. Chie
Yamazaki, Mr. Yasumine Satake, Mr. Shuntaro Takahashi, and Ms. Yuki Gotoda are candidates for
Outside Director. The Company has designated Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho
Kashiwame, and Mr. Yasumine Satake as Independent Directors as defined by Tokyo Stock
Exchange, Inc. and submitted notifications. If Ms. Yuki Gotoda is elected as proposed, theCompany intends to submit her as a new Independent Director to the said exchange.
2. Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr. Toru Kobayashi, Ms. Chie
Yamazaki, and Mr. Yasumine Satake currently serve as Outside Directors of the Company. Mr.
Shotaro Seki will have served as Outside Director of the Company for four (4) years and eight (8)months, Mr. Tadakazu Sahara for four (4) years and eight (8) months including one (1) year andeight (8) months as Outside Audit and Supervisory Board Member, Mr. Reiho Kashiwame forthree (3) years, Mr. Toru Kobayashi for two (2) years, and Ms. Chie Yamazaki and Mr. Yasumine
Satake for one (1) year respectively at the close of this Annual General Meeting of Shareholders.
3. Pursuant to provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into contracts with Mr. Shotaro Seki, Mr. Tadakazu Sahara, Mr. Reiho Kashiwame, Mr.
Toru Kobayashi, Ms. Chie Yamazaki, and Mr. Yasumine Satake that limit their liabilities fordamages stipulated in Article 423, Paragraph 1 of the Companies Act, under which the amount of
their liabilities for damages is limited to six (6) million yen or to the amount stipulated by laws
and regulations, whichever is higher. If their reelection is approved, the Company intends tocontinue the said liability limitation contracts with them. In addition, if the election of Mr.
Shuntaro Takahashi and Ms. Yuki Gotoda is approved, the Company intends to enter the same
liability limitation contracts with each of them.
4. The Company has entered into directors and officers liability insurance contract with an insurancecompany that insure all Directors. The insurance policy will cover any damages that may result
from the insured assuming responsibilities regarding the execution of their duties or receiving
claims pertaining to the pursuit of such responsibilities. However, there are certain exemptions,such as the insurance contract does not cover damages arising from acts committed by the insured
with the knowledge of their illegality. In the event that each candidate is appointed as a Director,
he or she will be included as the insured under the insurance contract. The Company plans torenew the insurance contract with the same content at the next renewal.

- 11 -

5. Mr. Reiho Kashiwame concurrently serves as Chairman for Tokyo Child Welfare Council, which
has a committee that reviews permits of nursery schools in Tokyo. In addition, he concurrently
serves as Chairman for Toshima City Child Welfare Council, which has a committee that reviews
permits of nursery schools in Toshima City. Mr. Toru Kobayashi, Ms. Chie Yamazaki, and Mr.
Shuntaro Takahashi are business executors of GAKKEN HOLDINGS CO., LTD. which is the
major shareholder of the Company or GAKKEN group companies. The Company has entered intoa business alliance agreement with GAKKEN HOLDINGS CO., LTD., and there are transactions
between the Group and GAKKEN group companies. No special interest exists between each of theother candidates and the Company.

- 12 -