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
May 31, 2024
(Commencement date of electronic
provision measures: May 30, 2024)
To Shareholders with Voting Rights:
Koichi Sato
Representative Director and Group CEOFUKUICOMPUTER HOLDINGS, Inc.
1-2501 Takagi-chuo, Fukui-shi, Fukui, JapanNOTICE OF
THE 45th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to express our deepest sympathy to those who have been severely affected by the 2024
Noto Earthquake and wish for their quick recovery from the catastrophic event.
We hereby inform you that the 45th Annual General Meeting of Shareholders of FUKUICOMPUTERHOLDINGS, Inc. (the “Company”) will be held as described below.
The Company has taken electronic provision measures in convening this General Meeting of
Shareholders and has posted the matters subject to electronic provision measures on the following
website on the Internet as “Notice of the 45th Annual General Meeting of Shareholders” and “Other
Matters Provided Electronically for the 45th Annual General Meeting of Shareholders (Matters Omitted
from the Paper Copy).”
The Company’s website
https://hd.fukuicompu.co.jp/ir/holders_meeting.html
In addition to the above, such matters have also been posted on the website of Tokyo Stock Exchange,
Inc., as follows. Please access the following website, search for “FUKUI COMPUTER HOLDINGS” in
the issue name (company name) or “9790” in the securities code field, and select “Basic information,”“Documents for public inspection/PR information” and “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting” to review the information.
Website of Tokyo Stock Exchange, Inc. (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Instead of attending the meeting in person, you may exercise your voting rights in writing or via theInternet, etc. Please review the Reference Documents for the General Meeting of Shareholders posted in
the matters subject to electronic provision measures, and exercise your voting rights by no later thanThursday, June 20, 2024, 6:00 p.m. Japan time in accordance with the following guidance.

-1-1. Date and Time:

Friday, June 21, 2024 at 10:00 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 45th Fiscal Year (April 1, 2023 - March 31, 2024) 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 45th Fiscal
Year (April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (Excluding Directors Who Are Audit andProposal 2:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit and Supervisory Committee
Proposal 3:
Members○ When attending the meeting, please submit the enclosed voting rights exercise form at the reception
desk.
○ The document sent to you also serves as a document describing matters subject to electronic provision
measures based on a request for delivery of document. In accordance with provisions of laws andregulations as well as Article 18 of the Company’s Articles of Incorporation, the following matters are
not stated. Accordingly, these documents are part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing the audit report.
- “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements- “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements○ Should the matters subject to electronic provision measures require any revisions, such revisions will
be posted on the respective websites where said matters are posted.

-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. If there is no indication of approval or disapproval of
proposals on the voting form, it will be treated as an intention of approval.
Exercise deadline: To arrive by 6:00 p.m. on Thursday, June 20, 2024
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 20, 2024
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: 10 a.m. on Friday, June 21, 2024
(Reception starts at 9 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 65 yen per share as follows.
(1) Type of dividend property
Cash(2) Matters concerning allotment of dividend property and total amount thereof
65 yen per share of common stock of the Company for a total dividend amount of 1,343,888,650 yen(3) Effective date of distribution of surplus
June 24, 2024

-5-

Proposal 2:

Election of Six (6) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all five (5) Directors (excluding the Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply in this proposal) will expire at the conclusion ofthis General Meeting of Shareholders.
Therefore, in order to ensure transparent corporate management and to further reinforce its corporate
governance, the Company proposes to increase the number of Outside Directors by one (1) and to elect six (6)Directors. Please refer to page 20 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 Group CEO[Reappointment]

President and Executive officer
Managing Director and Group CFO/CHRO

2

Akira Hashimoto

Managing Executive Officer[Reappointment]

General Manager, Corporate Management
Division
3

Tadashi Sugita

Director[Reappointment]

4

Kenji Sakaguchi

Outside Director

5

Rin Shinonome

Outside Director

6

Aya Ozasa[Reappointment][Outside][Independent][Reappointment][Outside][Independent][New appointment][Outside][Independent][New appointment] New candidate for Director[Reappointment]

Candidate for reappointment as Director[Outside]

Candidate for Outside Director[Independent]

Independent Director stipulated by the rules of the stock exchange

-6-

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]

February 2022

[Attendance at theBoard of Directors
meetings]
16/16

April 2022
June 2023

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
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Representative Director and President, theCompany
Director, FUKUICOMPUTER ARCHITECT, Inc
Representative Director and Group CEO, andPresident and Executive officer, the Company (topresent)

Number ofshares of theCompany held

5,200

[Significant concurrent positions]―[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.

-7-

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]
15/16

January 2018
June 2020

June 2022
April 2023
June 2023

Joined the Company
General Manager, Sales Planning Division, the Company
Executive Officer and General Manager, Sales Planning
Division, the Company
Director and General Manager, Sales Planning Division, theCompany
Director, General Manager, CAD Promotion Division, andGeneral 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 charge of Sales
Headquarters, FUKUICOMPUTER, Inc
Director, General Manager, Corporate Administration
Headquarters, the Company
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, FUKUICOMPUTER.COM, Inc
Director, FUKUICOMPUTER SYSTEM, Inc
Audit & Supervisory Board Member, FUKUICOMPUTERARCHITECT, Inc (to present)
Audit & Supervisory Board Member, FUKUICOMPUTER,
Inc (to present)
Audit & Supervisory Board Member, FUKUICOMPUTER
SMART, Inc
Audit & Supervisory Board Member, FUKUICOMPUTERSYSTEM, Inc (to present)
Managing Director, General Manager, Corporate
Management Division, the Company
Director and COO, and Executive Officer,
FUKUICOMPUTER SMART, Inc (to present)
Managing Director and Group CFO/CHRO, and Managing
Executive Officer, General Manager, Corporate
Management Division (to present)

Number ofshares of theCompany held

4,000

[Significant concurrent positions]・ Audit & Supervisory Board Member, FUKUICOMPUTER ARCHITECT, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER, Inc・ Director and COO, and Executive Officer, FUKUICOMPUTER SMART, Inc・ Audit & Supervisory Board Member, FUKUICOMPUTER SYSTEM, 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.

-8-

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

June 2012
July 2012
Tadashi Sugita(July 14, 1964)
3

June 2016
April 2018

[Reappointment][Attendance at theBoard of Directors
meetings]
16/16

June 2019
June 2020
June 2023

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
Director, FUKUICOMPUTER ARCHITECT, Inc
Director, FUKUICOMPUTER SMART, Inc
Director, the Company (to present)
Director, FUKUICOMPUTER SYSTEM, Inc (topresent)
Representative Director and CEO, and President
and Executive officer, FUKUICOMPUTER, Inc(to present)

Number ofshares of theCompany held

13,400[Significant concurrent positions]・ Representative Director and Group CEO, and President andExecutive officer, FUKUICOMPUTER, 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 CEO, andPresident and Executive officer of FUKUICOMPUTER, Inc, leading the company as a whole and playing acentral role in promoting civil engineering 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.

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
September 2015
September 2015
September 2016
September 2016
July 2019
May 2020
June 2023

Established ProfitMakers, inc., Director
Joined wizpra Inc. (currently EmotionTech Inc.)
Representative Director, ProfitMakers, inc. (topresent)
Director, wizpra Inc. (currently EmotionTech Inc.)
Director, Hands-on, inc. (to present)
Director, Beauty Terminal, inc. (to present)
Outside Director, the Company (to present)

Kenji Sakaguchi(October 10, 1979)

4[Reappointment][Outside][Independent][Attendance at theBoard of Directors
meetings]
13/13

Number ofshares of theCompany held―

[Significant concurrent positions]・ Representative Director, ProfitMakers, inc.
・ Director, Hands-on, inc.
・ Director, Beauty Terminal, inc.

[Reason for nomination as a candidate for Outside Director and outline of expected role]
Mr. Kenji Sakaguchi has been engaged in the development and operation of services utilizing advanced
technologies as Representative Director and Directors of companies that develop businesses with strengths in
the IT field, particularly engineering, and has advanced technical capabilities and business acumen. The
Company has nominated him as a candidate for Outside Director with the expectation that he will draw on thisexperience and provide useful advice on the formulation of the Company’s technology strategy, theimplementation of the Company’s business strategy, and issues to be addressed by the Company.

- 10 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 2009
April 2011
April 2013
June 2013
April 2015
September 2015

Rin Shinonome(January 18, 1977)[Reappointment][Outside][Independent]
5[Attendance at theBoard of Directors
meetings]
13/13

April 2018
April 2023
June 2023

Research Fellowship, Japan Society for the
Promotion of Science
Assistant Professor, College of Business
Administration, Ritsumeikan University
Visiting Researcher, University of Padua (Italy)
Visiting Researcher, The Australian National
University
Lecturer, School of Commerce, Meiji University
Researcher, Aarata Institute,
PricewaterhouseCoopers Aarata, (currently
PricewaterhouseCoopers Japan LLC) (to present)
Associate Professor, School of Commerce, Meiji
University
Professor, School of Commerce, Meiji University(to present)
Outside Director, the Company (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]
・ Researcher, Aarata Institute, PricewaterhouseCoopers Japan LLC
・ Professor, School of Commerce, Meiji University[Reason for nomination as a candidate for Outside Director and outline of expected role]
Ms. Rin Shinonome has served as a visiting researcher and a professor at universities in Japan and overseas.
The Company believes that she will be able to provide appropriate advice at the Company’s Board of Directors
meetings from a wide range of perspectives, including internationality, environmental and social aspects, anddiversity, for the further promotion of the Company’s sustainability-oriented management. In addition, in
expectation that she will demonstrate an appropriate supervisory function by leveraging her extensive
experience thus far in light of the external environment that is changing significantly on a global basis, theCompany has nominated her as a candidate for Outside Director. Although she has never been directly involvedin corporate management, the Company believes that she will be able to appropriately perform duties as an
Outside Director for the above reasons.

- 11 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1999
June 2006
June 2009
March 2011
January 2012
July 2018
March 2021

6

Aya Ozasa(January 28, 1977)

July 2023
February 2024

[New appointment][Outside][Independent]

March 2024

[Attendance at theBoard of Directors
meetings]―

Joined Recruit Co., Ltd.
Joined Google Inc. (current Google LLC)
Chief Executive Officer, Nine Slash One, Inc.
Chief Operating Officer (COO), EventRegist Inc.
Director and Chief Operating Officer (COO),
EventRegist Inc.
Senior Partner, Colorful LLC (to present)
Outside Director (Audit and Supervisory
Committee Member), Metaps, Inc.
Outside Director, Metaps, Inc.
Director, Association for Promotion of Community
Marketing (to present)
Outside Director, JINUSHI Co., Ltd. (Audit andSupervisory Committee Member) (to present)

Number ofshares of theCompany held―

[Significant concurrent positions]・ Senior Partner, Colorful LLC
・ Director, Association for Promotion of Community Marketing・ Outside Director, JINUSHI Co., Ltd. (Audit and Supervisory
Committee Member)[Reason for nomination as a candidate for Outside Director and outline of expected role]
Having a wealth of experience and achievements in managing a company and marketing, Ms. Aya Ozasa has
involved herself in establishing more than one company so far. She also manages her company. The Company
has nominated her as a candidate for Outside Director, expecting that, using her knowledge and experience, shewill provide the Company with valuable advice on establishing a business strategy for the development andmarketing of the Company’s new products and services and how to develop the products and services in and outof the Company in the future. At the same time, the Company also expects that she will perform the supervisory
function appropriately from a neutral point of view from outside of the Company.

- 12 -

Notes: 1. Ms. Aya Ozasa is a new candidate for Outside Director.
2. Ms. Yao Jun changed her name to Rin Shinonome when she acquired Japanese nationality on
October 24, 2023.
3. There are no special interests between each candidate and the Company.
4. Mr. Kenji Sakaguchi, Ms. Rin Shinonome and Ms. Aya Ozasa are candidates for Outside Director.
5. Mr. Kenji Sakaguchi and Ms. Rin Shinonome are currently Outside Directors of the Company, andtheir terms of office will be one (1) year at the conclusion of this General Meeting of
Shareholders.
6. Mr. Kenji Sakaguchi, Ms. Rin Shinonome and Ms. Aya Ozasa satisfy the requirements for
Independent Directors as stipulated by the Tokyo Stock Exchange and the “Criteria for
Independence of Independent Directors” stipulated by the Company. The Company has alreadynotified the Tokyo Stock Exchange of the appointment of Mr. Kenji Sakaguchi and Ms. Rin
Shinonome as its Independent Directors and upon approval of their reappointment at the General
Meeting of Shareholders, they will remain in their positions in the coming fiscal year as well.
Upon approval of the election of Ms. Aya Ozasa as the Company’s Independent Director at theGeneral Meeting of Shareholders, she will officially be an Independent Director of the Company.
For the “Criteria for Independence of Independent Directors,” please refer to page 20.
7. The Company plans to conclude a contract limiting the liability for damage stipulated in Article
423, Paragraph 1 of the Companies Act with each of Mr. Kenji Sakaguchi and Ms. Rin Shinonome
based on the provisions of Article 427, Paragraph 1 of the same Act. The limit 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. The liability limitation contract will be
continued for Mr. Kenji Sakaguchi and Ms. Rin Shinonome, upon approval of their reappointment
at the General Meeting of Shareholders. For Ms. Aya Ozasa, a liability limitation contract will besigned with her with the same terms and conditions as that for the two reappointed Independent
Directors, upon approval of her appointment at the General Meeting of Shareholders.
8. 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.

- 13 -

Proposal 3:

Election of three (3) Directors Including 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 three (3) 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

Masaru Takahashi

Outside Directors, Audit and Supervisory
Committee Member

2

Kisei Kanda

Outside Directors, Audit and Supervisory
Committee Member

3

Akifumi Mitsuhashi[New appointment] New candidate for Director[Reappointment] Candidate for reappointment as Director[Outside]

Candidate for Outside Director[Independent]

Independent Director stipulated by the rules of the stock exchange- 14 -[Reappointment][Outside][Reappointment][Outside][Independent][New appointment][Outside][Independent]

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
June 2018
Masaru Takahashi(December 6, 1952)[Reappointment][Outside][Independent]
1[Attendance at theBoard of Directors
meetings]
16/16

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)
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
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・Outside Auditor, Mental Health Technologies Co., Ltd.

・Managing Partner, Cenxus Inc.

・・

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
and outline 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 andSupervisory Committee Member since it believes that he will be able to provide the Company with valuableadvice and guidance about the strengthening of the governance structure of the Group and businessadministration through the supervision of management in an independent, fair position. Mr. Takahashi accededto the post of Nomination and Compensation Committee Member in May 2019 and has been participating in theelection 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 tostrengthening the governance structure of the Company.

- 15 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
September 2011
December 2012
December 2012
January 2018
June 2018

Kisei Kanda(October 11, 1983)

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

Number ofshares of theCompany held–

[Reappointment][Outside][Independent]
2[Attendance at theBoard of Directors
meetings]
16/16[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 supervisionof the Board of Directors from a legal standpoint etc., and also believes that he is young and will be able toprovide 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.

- 16 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
October 2002
December 2006
August 2018
April 2019
May 2019

3

Joined Ernst & Young ShinNihon LLC (current Ernst& Young ShinNihon LLC).
Registered as Certified Public Accountant.
Representative at Akifumi Mitsuhashi Certified
Public Accountant Office. (to present)Part-time CFO, Kabushiki Kaisha Iwabuchi Chikusan(to present)
Outside auditor, FCE Holdings (current FCE) (topresent)

Akifumi Mitsuhashi(October 15, 1974)

October 2019
December 2019

[New appointment][Outside][Independent][Significant concurrent positions]・ Representative at Akifumi Mitsuhashi Certified Public Accountant[Attendance at theBoard of Directors
meetings]―

・ Part-time CFO, Kabushiki Kaisha Iwabuchi Chikusan
・ Outside auditor, FCE Holdings (current FCE)・ Representative, Bridge Accounting LLC

Number ofshares of theCompany held

Outside Auditor, Space Link Co., Ltd.

Representative, Bridge Accounting Services, LLC (topresent)–

Office[Reason for nomination as a candidate for Outside Director who is Audit and Supervisory Committee Member
and outline of expected role]
Having a wealth of experience and expertise as a certified public accountant, Mr. Akifumi Mitsuhashi has been
assigned to a corporate financial manager or auditor at many companies before. He is involved in the
management of companies internally and externally. He has also involved himself in the establishment of morethan one venture companies. The Company has nominated him as a candidate for Outside Director who is Audit
and Supervisory Committee Member, expecting that he will perform a supervisory function appropriately froman objective and neutral point of view, by providing valuable advice and revealing problems, if any, on thebusiness strategy building of this Company including the development of new businesses.

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Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Masaru Takahashi, Mr. Kisei Kanda, and Mr. Akifumi Mitsuhashi are candidates for Outside
Directors.
3. Mr. Akifumi Mitsuhashi is a new candidate for Outside Director.
4. Each of Mr. Masaru Takahashi and Mr. Kise Kanda is currently an Outside Company Director
who is an Audit and Supervisory Committee Member, and their terms of office will be six (6)years at the conclusion of this General Meeting of Shareholders.
5. Each of Mr. Masaru Takahashi, Mr. Kisei Kanda, and Mr. Akifumi Mitsuhashi satisfies therequirements for Independent Directors as stipulated by the Tokyo Stock Exchange and the“Criteria for Independence of Independent Directors” stipulated by the Company. The Company
has designated each of them as an Independent Director and notified the Exchange of his
designation. If the reappointment of Mr. Kisei Kanda is approved, the Company plans to maintainhis designation as an Independent Director. Upon approval of the appointment of Mr. Akifumi
Mitsuhashi at the General Meeting of Shareholders, he will be added to the Independent Directorsof the Company. For the “Criteria for Independence of Independent Directors,” please refer topage 20.
6. The Company has concluded a contract limiting the liability for damage stipulated in Article 423,
paragraph 1 of the Companies Act with Mr. Masaru Takahashi and Mr. Kisei Kanda based on theprovisions of Article 427, paragraph 1 of the same Act, and the limit amount of liability fordamage based on the contract concerned shall be the minimum limit amount of liability stipulated
in Article 425, paragraph 1 of the same Act. The liability limitation contract with them will be
continued, upon approval of their reappointment at the General Meeting of Shareholders. A newliability limitation contract will be signed with Mr. Akifumi Mitsuhashi under the same terms andconditions as the one for the two reappointed independent directors, upon approval of his
appointment at the General Meeting of Shareholders.
7. 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.

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Organizational Changes after Approval of Proposal 2 and Proposal 3
Name
Koichi Sato
Akira
HashimotoCurrent Positions at Corporate
the Company
Management
President andExecutive Officer
Managing Executive
Officer

●

●

●

●
●

Tadashi Sugita

Director●

Kenji
Sakaguchi

Outside Director●

Rin
Shinonome

Outside Director

Aya Kozasa

Outside Director

Outside Director(Full-time Audit andSupervisory
Committee Member)
Outside Director(Audit andKisei Kanda
Supervisory
Committee Member)
Outside Director
Akifumi(Audit and
Mitsuhashi
Supervisory
Committee Member)
MasaruTakahashi

Sales &
Industry●

Development Finance andand R & D Accounting

Legal and
Sustainability
Compliance

●
●

●

●

●

●
●

●

●

●

●

●

●

* Sustainability includes elements of human resources strategy, ensuring diversity, and corporate governance.
* If Proposal 2 and Proposal 3 are passed and approved as originally proposed, there will be three Internal
Directors and six (6) Outside Directors out of nine (9) Directors. Five (5) of the six (6) Outside Directors will
be Independent Directors.

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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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