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.

(Securities code: 9601)
May 6, 2022
To our shareholders:
Jay Sakomoto
President and CEO
Shochiku Co., Ltd.
4-1-1 Tsukiji, Chuo-ku, Tokyo

Notice of the 156th Annual General Meeting of Shareholders
You are cordially invited to attend the 156th Annual General Meeting of Shareholders of Shochiku Co., Ltd. (the“Company”), which will be held as stated in the following page.
In order to prevent the spread of the coronavirus and to ensure the safety of our shareholders, we request that you
exercise your voting rights in writing or via the Internet and other means prior to the meeting and refrain as much as
possible from attending the venue on the day of the meeting.
We ask that you please review the Reference Documents for the General Meeting of Shareholders below and exercise
your voting rights by 6:00 p.m. on Monday, May 23, 2022.

How to exercise voting rights
Please indicate your vote for or against the proposals on the enclosed

Exercising voting rights in writing(by mail)▶ voting form and return it so that it is received by the deadline for

Exercising voting rights
electronically such as via theInternet

Please confirm “Exercise of Voting Rights via the Internet, etc.” on page4, and access the voting website designated by the Company▶ (https://evote.tr.mufg.jp/) and follow the instructions on the screen toenter your vote for or against the proposals by the deadline for exercising
voting rights as stated above.

exercising voting rights as stated above.

-1-1. Date and Time: Tuesday, May 24, 2022, at 10:00 a.m. (Reception desk will open at 9:15 a.m.) (JST)
2. Venue:

Togeki Theatre, Togeki Building
4-1-1 Tsukiji, Chuo-ku, Tokyo

3. Purpose:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 156th fiscal year (from March 1, 2021 to
February 28, 2022) and audit results of Consolidated Financial Statements by the Financial Auditor andthe Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 156th fiscal year (March 1, 2021 to February 28, 2022)
Matters to be resolved:
Proposal No. 1
Amendment to the Articles of Incorporation
Proposal No. 2
Election of 19 Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member
Proposal No. 4
Determination of Remuneration for Granting Restricted Shares to Directors
Proposal No. 5
Final Payment of Retirement Benefits in Conjunction with Abolition of Retirement
Benefit Plan for Officers

Disclosure via the Internet
1. The following items are posted on the Company’s website on the Internet in accordance with laws and regulations as well as theCompany’s Articles of Incorporation, and are therefore not included in this notice. Accordingly, the documents provided in this notice
are part of the materials audited by the Audit & Supervisory Board Members and the financial auditor in preparing the audit report.
1) Notes to the Consolidated Financial Statements
2) Notes to the Non-consolidated Financial Statements
2. Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements or Reference Documents
for the General Meeting of Shareholders included in this notice require revisions, the revisions will be posted on the Company’s
website on the Internet.

The Company’s
website:https://www.shochiku.co.jp/company/ir/stockholder/-2-

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

Amendment to the Articles of Incorporation

Reason for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Paragraph 1 of Article 16 (Measures, etc. for Providing Information in Electronic Format) of the Proposed
Amendment shall be newly established, as the Articles of Incorporation will be required to stipulate that
the Company shall take measures for electronic provision of information that is the content of the Reference
Documents for the General Meeting of Shareholders.
(2) Paragraph 2 of Article 16 (Electronic Provision of Information, etc.) of the Proposed Amendment is newly
established to enable the scope of matters for which electronic provision measures are taken with respect
to information that is the content of Reference Documents for the General Meeting of Shareholders, etc.,
to be limited to the scope of matters to be included in the document to be delivered to shareholders who
have requested document delivery, as provided for in the applicable Ordinance of the Ministry of Justice.
(3) Article 16 (Internet Disclosure of Reference Documents, Etc.) of the current Articles of Incorporation will
be deleted, since it will become unnecessary once the system for providing informational materials for thegeneral meeting of shareholders in electronic format is introduced.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established. These supplementary provisions shall be deleted after
the expiration date.

2.

Description of change
The changes are as follows.
(Underlines indicate changes.)
Current Articles of Incorporation

Proposed Amendments

Article 1 - Article 15 (text omitted)

Article 1 - Article 15 (as present)

Article 16 (Internet Disclosure of Reference Documents, Etc.)
The Company may disclose information pertaining tomatters to be stated or indicated in the Reference
Documents for the General Meeting of Shareholders,Business Report, Financial Statements, and Consolidated
Financial Statements via the Internet as provided for in theapplicable Order of the Ministry of Justice.
[Newly established][Deleted]

Article 16 (Measures, etc. for Providing Information in
1.

2.

Article 17 - Article 45 (text omitted)

Electronic Format)
When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paperbased documents to be delivered to shareholders whorequested the delivery of paper-based documents by therecord date of voting rights.

Article 17 - Article 45 (as present)-3-

Current Articles of Incorporation[Newly established]

Proposed Amendments(Supplementary Provisions)
Article 1

1.

2.

3.

-4-

(Transitional Measures for Providing Informational

Materials for the General Meeting of Shareholders inElectronic Format)
The deletion of Article 16 (Internet Disclosure of Reference
Documents, Etc.) in the Articles of Incorporation and theestablishment of the new Article 16 (Measures, etc. for
Providing Information in Electronic Format) in the Articles
of Incorporation shall be effective as of September 1, 2022,
which is the date of enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (hereinafter referred toas the “Date of Enforcement”).
Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure of Reference Documents, Etc.) shall remain
effective regarding any general meeting of shareholders
held on a date within six months from the Date of
Enforcement.
These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the general meeting of shareholders in the preceding
paragraph, whichever is later.

Proposal No. 2

Election of 19 Directors

The terms of office of all 17 currently serving Directors (including three outside Directors) will expire at theconclusion of this meeting. In that regard, the Company proposes the election of 19 Directors (including five outside
Directors), increasing the number of outside Directors by two to enhance the management system.
The candidates for Director are as follows:
Candidate
No.

Name

1

Nobuyoshi Otani

2

Position

Candidate attributes

Attendance atBoard ofDirectors
meetings

Director and Chairman

Reelection

17/17

Jay Sakomoto

President and CEO

Reelection

17/17

3

Masato Takenaka

Representative Senior Managing
DirectorReelection

17/17

4

Shigeyuki Yamane

Senior Managing Director

Reelection

17/17

5

Toshihiro Takahashi

Senior Managing Director

Reelection

17/17

6

Tetsuya Okazaki

Managing Director

Reelection

17/17

7

Kazutaka Akimoto

Managing Director

Reelection

17/17

Director and Advisor

Reelection
OutsideIndependent officer

17/17

8

Kazuo Takahashi

9

Sanae Tanaka
Director(Real name: Sanae Kikugawa)

Reelection
OutsideIndependent officer

17/17

10

Koki Nishimura

Reelection

17/17

Director

11

Takahiro Inoue

DirectorReelection

17/17

12

Taku Koyama

DirectorReelection

17/17

13

Naoto Funakoshi

DirectorReelection

17/17

14

Hiroshige Osaki

DirectorReelection

17/17

15

Kumiko Saito

DirectorReelection

17/17

Reelection
OutsideIndependent officer

13/13

13/13

16

Aya Komaki

Director

17

Kota Kuroda

DirectorReelection

–

–

18

Tatsuo Uemura–

New election
OutsideIndependent officer

19

Satoshi Maruyama–

New election
OutsideIndependent officer-5-

Areas in which the Company has particular expectations of each director candidate
Corporate
Key business andmanagement/businessindustry experiencestrategy

●

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Financial accounting

Legal affairs

Personnel and laboraffairs●

Global skills

●

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●

●

●

●

●

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-6-

Candidate
No.

Name
(Date of birth)

Nobuyoshi Otani(June 18, 1945)

1

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
ownedJune 1968

Joined the Company

May 1980

Director

Sept. 1982

Managing Director

May 1984

Senior Managing Director

Reelection

Jan. 1998

President and CEO

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

May 2004

Representative Director and Vice Chairman

Feb. 2007

Representative Director and Chairman

May 2019

Director and Chairman (current position)

33,911<Significant concurrent positions outside the Company>• Director and Chairman of Kabuki-za Co., Ltd.

Reasons for nomination as candidate for Director
Since joining the Company in 1968, he has worked mainly in the Imaging Division and the Administration Division,
where he has held such positions as General Manager of the Imaging Division and General Manager of the
Administration Division. Having also served in the Company as President and CEO from 1998, Representative Director
and Vice Chairman from 2004, Representative Director and Chairman from 2007, and Director and Chairman from2019 along with other positions, he has extensive experience as a corporate manager and a high level of insight andsupervisory ability in management.

2

Jay Sakomoto(April 2, 1953)

Apr. 1993

Registered as an attorney at law (current
position)
Joined Mitsui, Yasuda, Wani & Maeda

Reelection

May 1998

Vice President and CEO of the Company

May 2004

President and CEO (current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

9,360<Significant concurrent positions outside the Company>• Representative Director and Chairman of Shinbashi Enbujo
Co., Ltd.

Reasons for nomination as candidate for Director
He was registered as an attorney at law and joined Mitsui, Yasuda, Wani & Maeda in 1993, where he was involved inlegal affairs. He was appointed as Vice President and CEO of the Company in 1998, has been responsible for making
decisions on important management matters and supervising the execution of business, and he has been exercisingleadership in management as President and CEO of the Company since 2004. He has a high level of professional
knowledge in legal affairs, as well as a high level of insight and supervisory ability in management.
Masato Takenaka(July 12, 1957)
Reelection

3

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

Apr. 1980

Joined the Company

May 2007

Director

May 2012

Managing Director

May 2016

Senior Managing Director

Sept. 2019

General Manager of Real Estate Division(current position)

May 2021

Representative Senior Managing Director(current position)

1,500<Significant concurrent positions outside the Company>• President and CEO of Shinbashi Enbujo Co., Ltd.

Reasons for nomination as candidate for Director
Since joining the Company in 1980, he has worked in the Theatrical Division, and he was appointed as Director of theCompany in 2007. He was in charge of business departments, real estate departments and the Promotion Office forDevelopment of Kabukiza Theatre, and served as General Manager of the Business Division. Then, he served as Senior
Managing Director of the Company from 2016, General Manager of the Real Estate Division since 2019, andRepresentative Senior Managing Director since 2021. He has extensive experience in the Company, as well as
qualifications and insight in Kabuki and theatre-related operations and business and real estate-related operations.

-7-

Candidate
No.

4

Name
(Date of birth)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned

Shigeyuki Yamane(May 9, 1964)

Apr. 1987

Joined the Company

May 2011

Executive Officer

Reelection

May 2014

Director

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

May 2016

Managing Director

May 2019

Senior Managing Director (current position)

May 2021

General Manager of Theatrical Division(current position)

300

Reasons for nomination as candidate for Director
Since joining the Company in 1987, he has worked in the Theatrical Division. He was appointed as Director of theCompany in 2014, Senior Managing Director in 2019, and General Manager of the Theatrical Division in 2021. He has
been in charge of Kabuki production departments and theatrical management departments and has served as Assistant incharge of development and planning departments. He has extensive experience in the Company, as well as qualifications
and insight in Kabuki and theatre-related operations.

5

Toshihiro Takahashi(September 26, 1967)

Apr. 1990

Joined the Company

May 2012

Executive Officer

Reelection

May 2015

Director

May 2018

Managing Director

May 2020

General Manager of Imaging Division (current
position)

May 2021

Senior Managing Director (current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

200

Reasons for nomination as candidate for Director
Since joining the Company in 1990, he has worked in the Administration Division and the Imaging Division, and he
was appointed as Director of the Company in 2015. He has been in charge of imaging planning departments, imaging
coordination departments, motion picture sales departments, and motion picture advertising departments, etc., and hehas served as General Manager of the Imaging Division since 2020 and Senior Managing Director since 2021. He hasa wide range of experience in the Company, as well as qualifications and insight in overall corporate management,
accounting and finance operations, and imaging-related operations.

6

Tetsuya Okazaki(January 24, 1961)

Apr. 1984

Joined the Company

May 2009

Executive Officer

Reelection

May 2012

Director

May 2014

Managing Director (current position)

Sept. 2019

CFO (current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

400

Reasons for nomination as candidate for Director
Since joining the Company in 1984, he has worked in the Theatrical Division, and he was appointed as Director of theCompany in 2012. He was appointed as Managing Director of the Company in 2014, and has served as Advisor to theTheatrical Division and been in charge of the Executive Secretariat Office. He has been in charge of investor relations
since 2017, and has served as CFO in 2019. He has extensive experience in the Company, as well as qualifications andinsight in Kabuki and theatre-related operations and Group-related operations.

7

Kazutaka Akimoto(November 23, 1962)

Apr. 1985

Joined the Company

May 2009

Executive Officer

Reelection

May 2012

Director

May 2018

Managing Director (current position)

Sept. 2019

General Manager of Administration Division(current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

400

Reasons for nomination as candidate for Director
Since joining the Company in 1985, he has worked in the Imaging Division, and he was appointed as Director of theCompany in 2012 and as Managing Director in 2018. He has been in charge of general affairs departments, personnel
departments, and Legal Office, and has extensive experience in the Company, serving as General Manager of the
Administration Division since 2019 and as being in charge of management of western Japan regional businesses since2020, and possesses qualifications and insight regarding imaging-related operations, general affairs, human resources,
and legal affairs.

-8-Candidate
No.

Name
(Date of birth)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1980

Joined TOKYU CORPORATION (currently,
TOKYU CORPORATION: Company name inJapanese changed with English unchanged)

June 2011

Director

Kazuo Takahashi(March 1, 1957)

Apr. 2014

Managing Executive Director and Executive
General Manager of Corporate Planning
Headquarters

Reelection

June 2015

Director and Managing Executive Officer

OutsideApr. 2016

Senior Managing Executive Officer

Apr. 2018

Representative Director (current position),
President & Director (current position) and
President (current position)

May 2020

Outside Director and Advisor of the Company(current position)

Independent officer

8

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)–<Significant concurrent positions outside the Company>• Representative Director & President of TOKYUCORPORATION• Director of TOKYU RAILWAYS Co., Ltd• Director and Chairman of Tokyu Research Institute, Inc.

Reasons for nomination as candidate for outside Director and expected roles
Since joining TOKYU CORPORATION (currently, TOKYU CORPORATION: Company name in Japanese changed
with English unchanged) in 1980, he served as Director and Executive General Manager of the Corporate
Administration Headquarters from 2011, as Managing Executive Director and Executive General Manager of the
Corporate Planning Headquarters from 2014, as Director and Managing Executive Officer from 2015, as Senior
Managing Executive Officer from 2016, and as Representative Director, President & Director and President from 2018
in TOKYU CORPORATION. He was appointed in 2020 as, and is currently serving as, outside Director and Advisor of
the Company. He is nominated as a candidate for outside Director in the expectation that he will provide useful opinions
and suggestions to the Board of Directors since he has a high level of insight and supervisory ability in management
based on his long years of extensive experience as a corporate manager.

-9-Candidate
No.

Name
(Date of birth)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1989

Registered as an attorney at law (current
position)

Sept. 1991

Opened Sanae Tanaka Law Office,Representative (current position)

Mar. 2006
Sanae Tanaka(Real name: Sanae Kikugawa)(July 15, 1962)

Director of The Foundation for the
Advancement of Life & Insurance Around theworld

Mar. 2011

Outside Director of Noevir Holdings Co., Ltd.
(current position)

Reelection

Mar. 2015

Outside Director of PILOT CORPORATION(current position)

Apr. 2015

Vice chairperson of TV Asahi Corporation
Program Assessment Council (current position)

May 2015

Outside Director of the Company (current
position)

June 2015

Outside Director of Kintetsu World Express,
Inc. (current position)

OutsideIndependent officer

9

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)–<Significant concurrent positions outside the Company>• Representative of Sanae Tanaka Law Office• Outside Director of Noevir Holdings Co., Ltd.
• Outside Director of PILOT CORPORATION• Outside Director of Kintetsu World Express, Inc.

Reasons for nomination as candidate for outside Director and expected roles
She was registered as an attorney at law in 1989, and opened and represented Sanae Tanaka Law Office in 1991. She
has concurrently served as Outside Director of Noevir Holdings Co., Ltd. since 2011, and Outside Director of PILOTCORPORATION and outside Director of Kintetsu World Express Inc. since 2015. In 2015, she was appointed as outside
Director of the Company. Sanae Tanaka has never been involved in corporate management other than as outside
director. However, she is nominated as a candidate for outside Director in the expectation that she will provide useful
opinions and suggestions to the Board of Directors since she has extensive experience as an attorney at law, outside
director of other companies, and director of various organizations, as well as a high level of professional knowledge,
broad insight and supervisory ability in legal affairs.

10

Koki Nishimura(August 26, 1962)

June 1987

Joined the Company

May 2010

Executive Officer

Reelection

May 2014

Deputy General Manager of Theatrical Division(current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

May 2015

Director (current position)

200

Reasons for nomination as candidate for Director
Since joining the Company in 1987, he has worked in the Theatrical Division. He has served as Deputy General
Manager of the Theatrical Division since 2014, and was appointed as Director of the Company in 2015. After he was incharge of Kansai theatrical departments, theatrical rights departments, and theatrical sales departments, and he has beenin charge of theatrical production departments. He has extensive experience in the Company, as well as qualifications
and insight in overall corporate management and Kabuki and theatre-related operations.

- 10 -

Candidate
No.

Name
(Date of birth)
Takahiro Inoue(January 16, 1968)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
July 2005

Joined the Company

May 2011

Executive Officer, seconded to Shochiku Geino
Co., Ltd. (President and CEO) as Assistant toGeneral Affairs Department, seconded to
Shochiku Entertainment Co., Ltd. (President
and CEO) as Assistant to General Affairs
Department

Reelection

11

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

May 2017

Director (current position)

May 2021

General Manager of Business Development
Division (current position)

200

Reasons for nomination as candidate for Director
Since joining the Company in 2005, he has worked in the Management Information Planning Department (currently,
Management Planning Department), and he served as President and CEO of Shochiku Geino Co., Ltd. and Shochiku
Entertainment Co., Ltd. In 2017, he was appointed as Director of the Company, has been in charge of businessdepartments and innovation promotion departments, and has served as General Manager of the Business Development
Division since 2021. He has extensive experience in the Company group, as well as qualifications and insight inbusiness and real estate.

Taku Koyama(October 10, 1963)

Apr. 1987

Joined The Fuji Bank, Limited (currently,
Mizuho Bank, Ltd.)May 2016

Executive Officer

May 2018

Director (current position), Deputy General
Manager of the Business Division

May 2019

General Manager of Management Planning
Department (current position)

Sept. 2019

In charge of management planning departments(current position)

May 2021

Deputy General Manager of Administration
Division (current position)

Reelection

12

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

200

Reasons for nomination as candidate for Director
Since joining a leading financial institution in 1987, he has worked in the corporate sales and corporate research
departments, and has been involved in the financial business for many years. He was appointed as a Director in 2018,
and after having served as Deputy General Manager of the Business Division and having been in charge of real estate
departments, he has been in charge of management planning departments since 2019 and Deputy General Manager ofthe Administration Division since 2021. He has extensive experience in the Company and a leading financial institution,
as well as qualifications and insight in real estate business.

13

Naoto Funakoshi(November 9, 1966)

Apr. 1991

Joined the Company

May 2014

Executive Officer

Reelection

May 2019

Director (current position)

May 2021

Deputy General Manager of Theatre Division(current position)

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

100

Reasons for nomination as candidate for Director
Since joining the Company in 1991, he has worked in the Theatrical Division, and he was in charge of the Theatrical
Performance Department and served as General Manager of Kabukiza Theatre. After he served as Assistant in charge ofthe Kabuki Production Office of the Theatrical Production Department and was in charge of theatrical sales
departments, he was appointed as Director of the Company in 2019 and as Deputy General Manager of Theatrical
Division in 2021, and he has been in charge of the theatrical entertainment departments, theatrical rights departments,
and theatrical sales departments. He has extensive experience in the Company, as well as qualifications and insight in
Kabuki and theatre-related operations.

- 11 -

Candidate
No.

Name
(Date of birth)

Hiroshige Osaki(September 9, 1970)
Reelection

14

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1994

Joined the Company

May 2015

Executive Officer

May 2017

Assistant in charge of investor relations (current
position)

May 2020

Director (current position), in charge ofaccounting departments (current position) andin charge of finance departments (current
position)

100<Significant concurrent positions outside the Company>• Outside Director of Kabuki-za Co., Ltd.

Reasons for nomination as candidate for Director
Since joining the Company in 1994, he has worked in the Imaging Division and the Administration Division, and heserved as General Manager of the Accounting Department from 2014. He served as Assistant in charge of investor
relations from 2017 and General Manager of the Finance Department from 2019. He was appointed as Director of theCompany in 2020 and has been in charge of accounting and finance departments. He has extensive experience in the
Company, as well as qualifications and insight in accounting and finance operations.
Kumiko Saito(August 18, 1968)
Reelection

15

Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)

Mar. 1989

Joined the Company

Mar. 2016

General Manager of Imaging Management
Department (current position)

May 2018

Executive Officer

May 2020

Director (current position) and in charge ofimaging management departments (current
position)

May 2021

In charge of Archive Section (current position)

100

Reasons for nomination as candidate for Director
Since joining the Company in 1989, she has worked in the Imaging Division. After serving as General Manager of
Imaging Management Department from 2016, she served as Executive Officer and Assistant in charge of business
management departments, and she served as she was appointed as Director of the Company in 2020. She has been in
charge of imaging management departments and Archive Section. She has extensive experience in the Company, as wellas qualifications and insight in imaging-related operations.

16

Apr. 1983

Sanrio Company, Ltd.

Aya Komaki(August 16, 1959)

June 2014

Advisor of Sanrio Entertainment Co., Ltd.

June 2015

DirectorReelection

July 2016

General Manager of Sanrio Puroland (current
position)

OutsideJune 2019

President and Chief Executive Officer of SanrioEntertainment Co., Ltd. (current position)

Independent officer

May 2021

Outside Director of the Company (current
position)

Attendance at Board of
Directors meetings held in thefiscal year
13/13 (100%)–<Significant concurrent positions outside the Company>• President and Chief Executive Officer of Sanrio Entertainment
Co., Ltd.
• General Manager of Sanrio Puroland

Reasons for nomination as candidate for outside Director and expected roles
Since joining Sanrio Company, Ltd. in 1983, she served as Director of Sanrio Entertainment Co., Ltd. from 2015, as
General Manager of Sanrio Puroland from 2016, and as President and Chief Executive Officer of Sanrio Entertainment
Co., Ltd. from 2019. She is nominated as a candidate for outside Director in the expectation that she will provide useful
opinions and suggestions to the Board of Directors since she has experience as a corporate manager and deep
discernment in the entertainment industry.

- 12 -

Candidate
No.

17

Name
(Date of birth)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned

Kota Kuroda(November 23, 1971)

Sept. 2004

Joined the Company

May 2016

Executive Officer

Reelection
Attendance at Board of
Directors meetings held in thefiscal year
13/13 (100%)

May 2020

General Manager of the Animation Business
Department (current position)

May 2021

Director (current position), in charge ofanimation business departments (current
position)

100

Reasons for nomination as candidate for Director
Since joining the Company in 2004, he has worked in the Management Planning Department and the Imaging
Division. He served as General Manager of the Imaging Coordination Department from 2014 and was appointed as
Director in 2021. He has served as being in charge of animation business departments and General Manager of theAnimation Business Department. He has extensive experience in the Company, as well as qualifications and insight inimaging-related operations.

Tatsuo Uemura(April 19, 1948)

Apr. 1997

Professor of School of Law, Waseda University

Oct. 2003

Director of the 21st Century Center of
Excellence, Waseda Institute for Corporation
Law and Society
Professor of Graduate School of Law

June 2004

Outside Director of Jasdaq Securities Exchange,
Inc.

Sept. 2004

Professor of Faculty of Law, Waseda University

New election
Outside18

June 2006

Outside Director of Shiseido Company, Limited

Independent officer

Sep. 2006

Dean of Faculty of Law and Dean of School ofLaw, Waseda University

Attendance at Board of
Directors meetings held in thefiscal year–

July 2008

Director of the Global Center of Excellence,
Waseda Institute for Corporation Law andSociety

Apr. 2019

Professor Emeritus of Waseda University(current position)

July 2020

Outside Director of Meiji Yasuda Life Insurance
Company (current position)

Reasons for nomination as candidate for outside Director and expected roles
He has been a professor at Waseda University School of Law since 1997, Dean of the School of Law and Dean of theFaculty of Law since 2006, Director of the Global Center of Excellence, Waseda Institute for Corporation Law andSociety since 2008, and Professor Emeritus at Waseda University in 2019. He also has a deep understanding of theCompany’s business, having served as a trustee of the Shochiku Otani Library for many years. Although Tatsuo
Uemura has never been involved in corporate management other than as an outside Director, he has a high level ofexpertise as a university professor studying corporate law and other subjects, as well as a wealth of experience as theauthor of numerous books and other publications, and is highly knowledgeable about capital markets and corporate
governance. He has experience as an independent outside Director, chairman of the Nomination Advisory Committee
and member of the Remuneration Advisory Committee at other companies, and he is nominated as a candidate foroutside Director in the expectation that he will provide useful opinions and suggestions to the Board of Directors.

- 13 -–

Candidate
No.

Name
(Date of birth)

Number of the
Career summary, and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 2007

Joined Netage Group, Inc. (currently UNITED,Inc.)

Dec. 2018

Outside Director (Audit and Supervisory
Committee Member) of AXEL MARK INC.
(current position)

Mar. 2019

Outside Director (Audit and Supervisory
Committee Member) of PIXTA Inc. (current
position)

Apr. 2022

Outside Director (Audit and Supervisory
Committee Member) of SKIYAKI Inc. (current
position)

Satoshi Maruyama(June 27, 1977)
New election
OutsideIndependent officer

19

Attendance at Board of
Directors meetings held in thefiscal year––

<Significant concurrent positions outside the Company>• Outside Director (Audit and Supervisory Committee Member)of AXEL MARK INC.
• Outside Director (Audit and Supervisory Committee Member)of PIXTA Inc.
• Outside Director (Audit and Supervisory Committee Member)of SKIYAKI Inc.

Reasons for nomination as candidate for outside Director and expected roles
He possesses abundant experience and knowledge regarding investment at venture capital firms and as an adviser for
growing companies, and since joining Netage Group, Inc. (currently UNITED, Inc.) in April 2007, he has concurrently
served as an outside Director (Audit and Supervisory Committee Member) of AXEL MARK INC. since 2018, an
outside Director (Audit and Supervisory Committee Member) of PIXTA Inc. since 2019, and an outside Director (Audit
and Supervisory Committee Member) of SKIYAKI Inc. since 2022. In addition, he has given advice at the Company
regarding investment into startup companies since 2019, and assumed office as an independent outside director andaudit and supervisory committee member at other companies. He is nominated as a candidate for outside Director in the
expectation that he will provide useful opinions and suggestions to the Board of Directors.
Notes:

1. (1) Kabuki-za Co., Ltd., for which Nobuyoshi Otani, a candidate for Director, concurrently serves as Director andChairman, has real estate lease transactions with the Company.
(2) Shinbashi Enbujo Co., Ltd., for which Jay Sakomoto, a candidate for Director, concurrently serves as Representative
Director and Chairman, has theatre lease transactions with the Company.
(3) Shinbashi Enbujo Co., Ltd., for which Masato Takenaka, a candidate for Director, concurrently serves as President
and CEO, has theatre lease transactions with the Company.
(4) Kabuki-za Co., Ltd., for which Hiroshige Osaki, a candidate for Director, concurrently serves as outside Director, hasreal estate lease transactions with the Company.
2. There is no special interest between any other candidates for Director and the Company.
3. Kazuo Takahashi, Sanae Tanaka, Aya Komaki, Tatsuo Uemura, and Satoshi Maruyama are candidates for outside Director.
Kazuo Takahashi, Sanae Tanaka and Aya Komaki are currently outside Directors of the Company, and at the conclusionof this meeting, Kazuo Takahashi’s tenure as outside Director will have been two years, Sanae Tanaka’s tenure as outside
Director will have been seven years, and Aya Komaki’s tenure as outside Director will have been one year.
4. If the reelections of Kazuo Takahashi, Sanae Tanaka and Aya Komaki, and the elections of Tatsuo Uemura and Satoshi
Maruyama are approved, the Company plans, pursuant to the provisions of Article 427, paragraph (1) of the Companies
Act, to renew limited liability agreements that limit liability of Kazuo Takahashi, Sanae Tanaka, and Aya Komaki to theminimum liability amount provided for in Article 425, paragraph (1) of the same Act, and to enter into a limited liability
agreement that limits liability of Tatsuo Uemura and Satoshi Maruyama to the minimum liability amount provided for in
Article 425, paragraph (1) of the same Act.
5. The Company has entered into a directors and officers liability insurance contract that insures all Directors as provided
for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Such insurance contract will covercertain damages provided for by law and litigation costs that the insured would otherwise have to bear, and the Company
will bear the full amount of all premiums for the insured. If each candidate is appointed as Director, he/she will be included
as an insured under the said insurance contract. The Company plans to renew the insurance contract with the same terms
and conditions during their terms of office.
6. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka
Stock Exchange that Kazuo Takahashi, Sanae Tanaka, and Aya Komaki are independent officers as respectively provided
for by the aforementioned exchanges. If the reelections of Kazuo Takahashi, Sanae Tanaka, and Aya Komaki and theelections of Tatsuo Uemura and Satoshi Maruyama are approved, the Company plans to designate the five as independent
officers. The Company concluded an advisory agreement regarding investment into startup companies with Share Style
Ltd., where Satoshi Maruyama concurrently serves as Representative Director. However, the Company judges that thiswill not impact his independence as the amount for outsourcing services is negligible- 14 -

Proposal No. 3

Election of One Audit & Supervisory Board Member

The term of office of Teiji Tachibana will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of one Audit & Supervisory Board Member.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
June 2001

Director of Toyota Motor Corporation

Apr. 2003
Teiji Tachibana(January 18, 1947)

Representative Director and President of Toyota
Housing Corporation

June 2005

Senior Managing Director of Toyota Motor
Corporation

Reelection

June 2007

Representative Director and Chairman of Toyota
Housing Corporation

OutsideMay 2014

Outside Audit & Supervisory Board Member of theCompany (current position)

July 2014

Advisor of Toyota Motor Corporation

June 2015

Senior Advisor of Toyota Housing Corporation

July 2018

Chairperson of the Board of Trustees, Meijo
University Educational Association (current position)

Independent officer
Attendance at Board of Directors
meetings held in the fiscal year
16/17 (94%)

Number of theCompany’s shares
owned

–

Attendance at Audit & Supervisory <Significant concurrent positions outside the Company>
Board meetings held in the fiscal • Director of THE OKAZAKI SHINKIN BANK
year
• Chairperson of the Board of Trustees, Meijo University Educational
9/10 (90%)
Association• Management Advisor of Nagoya City
• Administrative Council Member of Kyoto University
Reasons for nomination as candidate for outside Audit & Supervisory Board Member
Since joining Toyota Motor Co., Ltd. (currently Toyota Motor Corporation) in 1969, he has served as Managing Director since 2003,
Senior Managing Director since 2005, Advisor since June 2010, Senior Advisor since November 2010, and Advisor since July 2014.
He has also served as Representative Director and President of Toyota Housing Corporation since 2003, Chairman and
Representative Director and Chairman since 2007, and Advisor since 2015. He has served as the Company’s outside Audit &Supervisory Board Member (current position) since 2014, and has a high level of insight and supervisory ability in management
based on his long years of extensive experience as a corporate manager.
Notes:

1. Teiji Tachibana is a candidate for outside Audit & Supervisory Board Member.
2. There is no special interest between Teiji Tachibana and the Company.
3. Teiji Tachibana is currently an outside Audit & Supervisory Board Member of the Company, and at the conclusion of thismeeting, his tenure as an Audit & Supervisory Board Member will have been eight years.
4. If the reelection of Teiji Tachibana is approved, the Company plans, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, to renew a limited liability agreement that limits his liability to the minimum liability amountprovided for in Article 425, paragraph (1) of the same Act.
5. The Company has entered into a directors and officers liability insurance contract that insures all Audit & Supervisory
Board Members as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance company. Such
insurance contract will cover certain damages provided for by law and litigation costs that the insured would otherwise
have to bear, and the Company will bear the full amount of all premiums for the insured. If Teiji Tachibana is appointed
as Audit & Supervisory Board Member, he will be included as an insured under the said insurance contract. The Company
plans to renew the insurance contract with the same terms and conditions during his term of office.
6. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka
Stock Exchange that Teiji Tachibana is an independent officer as respectively provided for by the aforementioned
exchanges. If the reelection of Teiji Tachibana is approved, the Company plans for his designation as an independent
officer to continue.

- 15 -

Proposal No. 4

Determination of Remuneration for Granting Restricted Shares to Directors

The amount of remuneration for Directors of the Company was approved at the 149th Annual General Meeting of
Shareholders held on May 26, 2015 as an annual amount not exceeding 680 million yen (not including the portionof employee salaries of directors who concurrently serve as employees). However, for the purpose of providing an
incentive for the Company’s Directors (excluding outside Directors, below referred to as “Target Directors”) to
continuously improve the Company’s corporate value and to promote further value sharing with shareholders, we
ask for approval to grant new compensation for the grant of restricted shares to the Target Directors, in a separate
amount from the above compensation amount.
The Target Director shall receive all of the monetary remuneration claims to be paid under this proposal as assets
contributed in kind to receive the issuance or disposal of shares of common stock of the Company, and the total
amount of monetary remuneration to be paid to the Target Director under this proposal for the grant of restricted
shares shall not exceed 200 million yen per year as an amount considered reasonable based on the above purposes.
The maximum number of shares of the Company’s common stock to be issued or disposed of as a result of the aboveis 20,000 shares per year. However, if the total number of issued shares of the Company increases or decreases due
to consolidation of shares or share split (including allotment of shares without contribution), the maximum numberof shares shall be adjusted according to such ratio. The amount to be paid per share for such issuance or disposal
shall be determined by the Board of Directors based on the closing price of the Company’s common stock on theTokyo Stock Exchange on the business day immediately preceding the date of each Board of Directors resolution (orthe closing price of the immediately preceding trading day if no trading was effected on that date), to the extent notparticularly favorable to the Target Directors. The specific allocation to each Target Director will be decided by the
Board of Directors. Currently, there are 14 Target Directors, and if Proposal No. 2 “Election of 19 Directors” isapproved as originally proposed, the number of Target Directors will remain at 14.
In addition, upon the grant of restricted shares in accordance with this proposal, a restricted share allotment agreement(below, the “Allotment Agreement”) including the following details shall be executed between the Company and theTarget Directors.
(1) A Target Director may not transfer, create a security interest on, or otherwise dispose of the shares (below,“transfer restrictions”) of common stock of the Company allotted under the Allotment Agreement (below,“Allotted Shares”) during the period from the date of delivery of the Allotted Shares until the date the Target
Director retires or resigns (however, in the case of a person who retires or resigns before the elapse of threemonths after the end of the fiscal year that includes the date of delivery of the Allotted Shares, if there is a datewithin six months after the end of such fiscal year that is separately determined by the Board of Directors of theCompany, such date) from his or her position as a Director or other position determined by the Board of
Directors of the Company (the “transfer restriction period”).
(2) If a Target Director resigns or retires from the position specified in (1) above before the expiration of the period
specified by the Board of Directors of the Company (below, the “service period”), the Company shall naturally
acquire the Allotted Shares without consideration, unless there is a reason that the Board of Directors of theCompany deems justifiable.
(3) The Company shall cancel the transfer restrictions on all of the Allotted Shares upon the expiration of thetransfer restriction period, provided that the Target Director has continuously held the position specified in (1)above during the service period. However, if the Target Director resigns or retires from the position specified in(1) above before the expiration of the service period for reasons deemed justifiable by the Board of Directors of
the Company as specified in (2) above, the number of the Allotted Shares for which the transfer restrictions arecancelled shall be reasonably adjusted as necessary.
(4) The Company shall naturally acquire without consideration the Allotted Shares for which the transfer
restrictions have not been lifted in accordance with the provisions of (3) above at the time the restriction period
expires.
(5) The Company shall naturally acquire the Allotted Shares without consideration if, during the transfer restriction
period, the Target Director violates laws and regulations, internal rules, or this Allotment Agreement, or falls
under any other event determined by the Board of Directors of the Company as an appropriate event for theCompany to acquire the Allotted Shares without consideration.
(6) Notwithstanding the provisions of (1) above, in the event that a merger agreement in which the Company is thedisappearing company, a share exchange agreement or share transfer plan under which the Company becomesa wholly owned subsidiary, or any other matters related to organizational restructuring, etc. are approved at a
General Meeting of Shareholders of the Company (however, in cases where the reorganization, etc. does not
require approval at a General Meeting of Shareholders of the Company, the Company’s Board of Directors)
during the transfer restriction period, the transfer restrictions shall be cancelled for a reasonably determined
number of the Allotted Shares by resolution of the Board of Directors of the Company prior to the effective dateof such organizational restructuring, etc.
- 16 -

(7) In the case stipulated in (6) above, the Company shall naturally acquire without consideration the Allotted Sharesfor which the transfer restrictions have not yet been lifted as of the time immediately after the cancellation of
the transfer restrictions in accordance with the provisions of (6) above.
This proposal is to provide remuneration for the grant of restricted shares to the Target Directors for the purpose ofgiving them an incentive to continuously improve the corporate value of the Company and to promote further value
sharing with shareholders.
The ratio of the maximum number of shares to be issued or disposed of in one year under the proposal to the total
number of shares outstanding (as of February 28, 2022) is about 0.1%, and the dilution ratio is minimal. Furthermore,
if this proposal is approved, the Board of Directors plans to make the following changes to the outline of the policy
for determining the content of individual Director compensation, as described on page 23 of the Business Report, at
the meeting following the conclusion of this General Meeting of Shareholders, to be consistent with the details
approved by the Board of Directors.
The Company’s basic policy is to pay remuneration to Directors within the framework of the resolution of the General
Meeting of Shareholders, based on their evaluation of their positions and execution of duties, and to provide themwith appropriate incentives to sustainably enhance the Company’s corporate value.
The Company’s remuneration system for Directors consists of a fixed amount of remuneration set for each Director’s
position, variable remuneration based on the results of non-consolidated and consolidated performance and theevaluation of each Director’s execution of duties, and restricted share compensation as non-monetary remuneration.
Outside Directors shall receive only fixed remuneration from the viewpoint of their roles and independence, whichshall be determined individually based on each outside Director’s career and performance at other companies, etc.
The number of restricted shares to be granted to internal Directors shall be calculated in consideration of theirpositions, the scope of their responsibilities, and other various factors.
The remuneration of directors, calculated in accordance with the Company’s standards, shall be determined by the
Representative Director and President, who is delegated by the Board of Directors, based on deliberations and reportsby the Remuneration Advisory Committee.
Accordingly, we believe that this proposal is reasonable.

- 17 -

Proposal No. 5

Final Payment of Retirement Benefits in Conjunction with Abolition of Retirement Benefit Plan
for Officers

The Company has reviewed its executive compensation system and resolved at the Board of Directors meeting heldon April 22, 2022, to abolish the retirement benefit plan for Directors and Audit & Supervisory Board Members at
the conclusion of this General Meeting of Shareholders. In accordance with the above, the Company shall make thefinal payment of retirement benefits to 17 Directors and five Audit & Supervisory Board Members, including one
Audit & Supervisory Board Member expected to be reelected, who are to be reappointed, covering their tenure fromthe time of their initial appointment to the closing of this General Meeting of Shareholders, within an adequate range
according to the Company’s prescribed standards, in order to reward them for their past services, subject to approvalof Proposal No. 2 “Election of 19 Directors” and Proposal No. 3 “Election of one Audit & Supervisory Board Member”
as originally proposed.
The total amount of the final payment of retirement benefits is 678 million yen, and the timing of the payment will
be at the time of each Director and Audit & Supervisory Board Member’s retirement. The specific amount and methodof payment, etc. are to be determined by consultation with the Board of Directors for Directors and by consultation
with the Audit & Supervisory Board Members for Audit & Supervisory Board Members.
This proposal is to make the final payment of retirement benefits in conjunction with the abolition of the retirement
benefit plan for officers in accordance with the policy for determining the content of individual Directors’
remuneration (please refer to page 23 of the Business Report for an outline of the policy) established at the Board of
Directors meeting held on February 25, 2021, in connection with the Company’s review of its executive
compensation system. The Remuneration Advisory Committee, in which a majority of the members are independent
outside directors, has examined the issue from various perspectives and concluded that it is appropriate.
The career summary of the Directors and Audit & Supervisory Board Members subject to the final payment is asfollows.
Name
Nobuyoshi Otani
Jay Sakomoto
Masato Takenaka
Shigeyuki Yamane
Toshihiro Takahashi
Tetsuya Okazaki
Kazutaka Akimoto

Career summary
May 1980

Director

May 2019

Director and Chairman (current position)

May 1998

Vice President and CEO of the Company

May 2004

President and CEO (current position)

May 2007

Director

May 2021

Representative Senior Managing Director (current position)

May 2014

Director

May 2019

Senior Managing Director (current position)

May 2015

Director

May 2021

Senior Managing Director (current position)

May 2012

Director

May 2014

Managing Director (current position)

May 2012

Director

May 2018

Managing Director (current position)

Kazuo Takahashi

May 2020

Outside Director and Advisor of the Company (current position)

Sanae Tanaka(Real name: Sanae Kikugawa)May 2015

Outside Director of the Company (current position)

Koki Nishimura

May 2015

Director (current position)

Takahiro Inoue

May 2017

Director (current position)

Taku Koyama

May 2018

Director (current position)

Naoto Funakoshi

May 2019

Director (current position)

Hiroshige Osaki

May 2020

Director (current position)

Kumiko Saito

May 2020

Director (current position)

Aya Komaki

May 2021

Outside Director of the Company (current position)

Kota Kuroda

May 2021

Director (current position)

Kenichi Tajima

May 2019

Full-time Audit & Supervisory Board Member of the Company(current position)

Hiroyuki Naito

May 2019

Full-time Audit & Supervisory Board Member of the Company(current position)

Teiji Tachibana

May 2014

Outside Audit & Supervisory Board Member of the Company (current
position)- 18 -

Name

Career summary

Yutaka Asahina

May 2017

Outside Audit & Supervisory Board Member of the Company (current
position)

Masao Inoue

May 2019

Outside Audit & Supervisory Board Member of the Company (current
position)- 19 -