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)
Date of sending by postal mail: May 2, 2023
Starting date of the measures for electronic provision: April 27, 2023
To our shareholders:
Jay Sakomoto
President and CEO
Shochiku Co., Ltd.
4-1-1 Tsukiji, Chuo-ku, Tokyo

Notice of the 157th Annual General Meeting of Shareholders
You are cordially invited to attend the 157th Annual General Meeting of Shareholders of Shochiku Co., Ltd. (the“Company”), which will be held as stated in the following page.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and posts this information on
below websites. Please access any of these websites using the internet addresses shown below to review the
information.
The Company’s website:
https://www.shochiku.co.jp/company/ir/publicnotice/ (in Japanese)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/9601/teiji/ (in Japanese)
Besides these abovementioned websites, measures for providing information in electronic format are also posted on
TSE website.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Please access the TSE website and search for the Company by entering “Shochiku” in the Issue name (company
name) field, or the company’s securities code “9601” in the Code field. Click “Basic information” then select“Documents for public inspection/PR information” to review the “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” under “Filed information available for public
inspection.”

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 access the voting website designated by the Company(https://evote.tr.mufg.jp/) (in Japanese) and follow the instructions on▶ the screen to enter your vote for or against the proposals by the deadline
for exercising voting rights as stated below.

exercising voting rights as stated below.

-1-

If you are unable to attend the meeting in person, you may exercise your voting rights either via the Internet or inwriting (by mail). Please review the Reference Documents for the General Meeting of Shareholders below andexercise your voting rights by 6:00 p.m. on Monday, May 22, 2023 (JST).
1. Date and Time: Tuesday, May 23, 2023, 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 157th fiscal year (from March 1, 2022 toFebruary 28, 2023) and audit results of Consolidated Financial Statements by the Financial Auditor andthe Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 157th fiscal year (March 1, 2022 to February 28, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of 13 Directors
Proposal No. 3
Election of Three Audit & Supervisory Board Members

Measures for Providing Information in Electronic Format
1. For this General Meeting of Shareholders, we have delivered paper-based documents stating the items for which measures forproviding information in electronic format are to be taken to all shareholders, regardless of whether or not they have requested them.
Pursuant to the provisions of applicable laws and regulations and the Articles of Incorporation, the items listed below will be omitted
from the delivered paper-based documents.
1) “Principal Business,” “Principal Offices,” “Systems to Ensure Adequacy of Business,” “Summary of the Operation of the Systems
to Ensure Proper Operation,” and “the Policy Regarding Determination of Dividend of Surplus” in the Business Report.
2) “Consolidated Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Consolidated Financial Statements” in
the Consolidated Financial Statements.
3) “Statements of Changes in Net Assets” and “Tables of Explanatory Notes on Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements.
The Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements audited by the Audit &Supervisory Board consist of the above items 1) to 3) in addition to the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements provided in this notice. In addition, the Consolidated Financial Statements and Non-consolidated
financial Statements audited by the Financial Auditor consist of the above items 2) and 3) in addition to the Consolidated Financial
Statements and Non-consolidated Financial Statements provided in this notice.
2. If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details of the items before and after the revisions will be posted on each of the above mentioned websites.

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

Appropriation of Surplus

Appropriation of Surplus is to be undertaken as below.
Matters related to the year-end dividend
The company’s basic policy regarding the year-end dividend is to take into consideration the sufficiency of theretained earnings to prepare for the reinforcement of earning performance and business infrastructure as well as forthe future business development in order to maintain stable dividend. Considering the performance, the year-end
dividend for the 157th fiscal year will be paid accordingly as below.
(1) Dividend property classCash(2) Matters related to dividend property allotment and its total amount
Dividend per common share: 30 yen
Total dividend amount: 414,445,620 yen(3) Effective date of distribution:
May 24, 2023

-3-

Proposal No. 2

Election of 13 Directors

The terms of office of all 19 currently serving Directors (including five outside Directors) will expire at theconclusion of this meeting. The Company adopts senior executive officer system. In accordance with this system,
the Company proposes the election of 13 Directors (including five outside Directors).
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

14/17

Jay Sakomoto

President and CEO

Reelection

17/17

3

Masato Takenaka

Representative Senior Managing
DirectorReelection

17/17

4

Shigeyuki Yamane

Senior Managing Director

Reelection

16/17

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

8

Takahiro Inoue

Managing Director

Reelection

16/17

9

Kazuo Takahashi

Director and Advisor

Reelection
OutsideIndependent officer

17/17

10

Sanae Tanaka
Director(Real name: Sanae Kikugawa)

Reelection
OutsideIndependent officer

17/17

11

Aya Komaki

DirectorReelection
OutsideIndependent officer

16/17

12

Tatsuo Uemura

DirectorReelection
OutsideIndependent officer

12/13

13

Satoshi Maruyama

DirectorReelection
OutsideIndependent officer

13/13

-4-

Areas in which the Company has particular expectations of each director candidate
Name

Nobuyoshi
Otani
Jay
Sakomoto
MasatoTakenaka
Shigeyuki
YamaneToshihiro
Takahashi
TetsuyaOkazakiKazutaka
AkimotoTakahiro
Inoue
Kazuo
Takahashi
Sanae
TanakaAya
Komaki
TatsuoUemuraSatoshiMaruyama

Corporate
management/
business strategy

Key business andindustry
experience

●

●

●

●

●

●

Financialaccounting

Legal affairs

Personnel andlabor affairs●

Global skills

●

●
●

●

●

●

●

●

●

●

●

●
●

●

●
●

●

●
●

●

●

-5-

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
14/17 (82%)

May 2004

Representative Director and Vice Chairman

Feb. 2007

Representative Director and Chairman

May 2019

Director and Chairman (current position)

34,693<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%)

10,190<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)

1,889<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.

-6-

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
16/17 (94%)

May 2016

Managing Director

May 2019

Senior Managing Director (current position)

May 2021

General Manager of Theatrical Division(current position)

589

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%)589

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%)641

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%)641

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.

-7-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

8

Attendance at Board of
Directors meetings held in thefiscal year
16/17 (94%)

May 2017

Director

May 2021

General Manager of Business Development
Division (current position)

May 2022

Managing Director (current position)

441

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 and Managing Director of the Company since 2022. He has extensive experience in the Company
group, as well as qualifications and insight in business and real estate.

Kazuo Takahashi(March 1, 1957)

Apr. 1980

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

June 2011

Director

Apr. 2014

Managing Executive Director and Executive
General Manager of Corporate Planning
Headquarters

June 2015

Director and Managing Executive Officer

Reelection

9

OutsideApr. 2016

Senior Managing Executive Officer

Independent 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)

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

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.

-8-Candidate
No.

Name
(Date of birth)

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

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

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

Mar. 2011

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

Mar. 2015

Outside Director of PILOT CORPORATION

Apr. 2015

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

May 2015

Outside Director of the Company (current
position)Mar. 2023

Outside Audit & Supervisory Board Member ofAsahi Group Holdings, Ltd. (current position)

Reelection
OutsideIndependent officer

10

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 Audit & Supervisory Board Member of Asahi Group
Holdings, Ltd.

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 Audit & Supervisory
Board Member of Asahi Group Holdings, Ltd. since 2023. In 2015, She was appointed as Outside Director of theCompany. 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 supervisoryability in legal affairs.

11

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
16/17 (94%)–<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.

-9-

Candidate
No.

Name
(Date of birth)

Tatsuo Uemura(April 19, 1948)

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

June 2004

Outside Director of Jasdaq Securities Exchange,
Inc.

Sept. 2004

Professor of Faculty of Law, Waseda University

June 2006

Outside Director of Shiseido Company, Limited

Sept. 2006

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

July 2008

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

Reelection
OutsideIndependent officer

12

Attendance at Board of
Directors meetings held in thefiscal year
12/13 (92%)

Apr. 2019

Professor Emeritus of Waseda University(current position)

July 2020

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

May 2022

Outside Director of the Company (current
position)

June 2022

External Director of ROHTO PharmaceuticalCo., Ltd. (current position)<Significant concurrent positions outside the Company>• Outside Director of Meiji Yasuda Life Insurance Company• External Director of ROHTO Pharmaceutical Co., Ltd.
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.

- 10 -–

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)

Dec. 2021

StarshotPartners, Inc. (currently Representative
Member)Apr. 2022

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

Satoshi Maruyama(June 27, 1977)
Reelection
OutsideIndependent officer
May 2022

13

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

Outside Director of the Company (current
position)<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.
• StarshotPartners, Inc. (Representative Member)• 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, a Representative Member ofStarshotPartners, Inc. since 2021, 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 since2019, and assumed office as an independent outside director and audit and supervisory committee member at othercompanies. 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. Candidate for Director Jay Sakomoto is scheduled to be appointed as Representative Director and Chairman and Chairman
and Executive Officer at the Board of Directors meeting to be held after the conclusion of this Annual General Meetingof Shareholders, if the proposal for his election is approved and adopted.
2. Candidate for Director Toshihiro Takahashi is scheduled to be appointed as President and CEO and President andExecutive Officer at the Board of Directors meeting to be held after the conclusion of this Annual General Meeting of
Shareholders, if the proposal for his election is approved and adopted.
3. (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. There is no special interest between any other candidates for Director and the Company.
5. Kazuo Takahashi, Sanae Tanaka, Aya Komaki, Tatsuo Uemura, and Satoshi Maruyama are candidates for outside Director.
Presently, each of them is outside Director of the Company, and at the conclusion of this meeting, Kazuo Takahashi’stenure as outside Director will have been three years, Sanae Tanaka’s tenure as outside Director will have been eight years,
Aya Komaki’s tenure as outside Director will have been two years, Tatsuo Uemura’s tenure as outside Director will havebeen one year, and Satoshi Maruyama’s tenure as outside Director will have been one year.
6. If the reelections of Kazuo Takahashi and Sanae Tanaka, Aya Komaki, Tatsuo Uemura, and Satoshi Maruyama areapproved, 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 the five mentioned above to the minimum liability amount provided forin Article 425, paragraph (1) of the same Act, and to enter into a limited liability agreement that limits liability of the fivementioned above to the minimum liability amount provided for in Article 425, paragraph (1) of the same Act.
7. 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- 11 -

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.
8. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka
Stock Exchange that Kazuo Takahashi, Sanae Tanaka, Aya Komaki, Tatsuo Uemura, and Satoshi Maruyama are
independent officers as respectively provided for by the aforementioned exchanges. If the reelections of the five areapproved, the Company plans for their designation 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 this will not impact his independence as the amountfor outsourcing services is negligible.

- 12 -

Proposal No. 3

Election of Three Audit & Supervisory Board Members

The term of offices of Kenichi Tajima, Hiroyuki Naito, and Masao Inoue will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name(Date of birth)
Kenichi Tajima(November 4, 1961)

Career summary and position in the Company (Significant
concurrent positions outside the Company)
Apr. 1985

Joined The Mitsubishi Bank, Limited (currently
The Mitsubishi UFJ Bank, Limited)

Apr. 2014

General Manager of Accounting Department of
the Company

May 2014

Deputy General Manager of Accounting
Department

June 2014

Deputy General Manager of Accounting
Department and Assistant to Management
Planning Office of Management Planning
Department (in charge of management)

Reelection
Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)1

Attendance at Audit &Supervisory Board meetings
held in the fiscal year
11/11 (100%)

May 2016

General Manager of Accounting Department

May 2019

Audit & Supervisory Board Member of theCompany (current position)

Number of theCompany’s shares
owned

100

Reasons for nomination as candidate for Audit & Supervisory Board Member
Since joining a leading financial institution in 1985, he has worked in both the corporate and the retail sales
departments, and has been involved in the financial business for many years. In addition, he served as the General
Manager of Accounting Department of the Company since 2016 and the Audit & Supervisory Board Member of theCompany since 2019. He has extensive experience in the Company and the leading financial institution, as well as richinsight in finance and accounting.
Hiroyuki Naito(January 13, 1955)
Reelection
Attendance at Board of
Directors meetings held in thefiscal year
17/17 (100%)
2

Attendance at Audit &Supervisory Board meetings
held in the fiscal year
11/11 (100%)

Apr. 1974

Joined the Company

Mar. 2004

Manager of the Related Businesses Office of
the Company

Aug. 2006

Manager of Group Planning Office

Dec. 2013

Manager of Group Planning Office of Corporate
Planning Headquarters

Mar. 2014

Manager of Group Planning Office of Corporate
Planning Headquarters and Budget Section of
Accounting Department

May 2014

Manager of Budget Section of Accounting
Department

May 2019

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

Reasons for nomination as candidate for Audit & Supervisory Board Member
Since joining the Company in 1974, he has worked in Related Businesses Section (currently Group Planning Section of
Corporate Planning Headquarters) and Administration Division, and served as the manager of Budget Section of
Accounting Department (currently Budget Office of Accounting Department) since 2014 and the Audit & Supervisory
Board Member of the Company since 2019. He has extensive experience in the Company, as well as qualifications andinsight in group companies’ accounting operations.

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Candidate
No.

Name
(Date of birth)
Masao Inoue(November 9, 1958)

Career summary and position in the Company (Significant
concurrent positions outside the Company)
Apr. 1988

Registered as an attorney at law (current
position)
Joined Otaka Attorney’s Office (current
position)

May 2009

Outside Audit & Supervisory Board Member ofthe Kabuki-za Co., Ltd. (current position)

Independent officer

June 2015

Outside Auditor of Nagatanien Holdings Co.,
Ltd. (current position)

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

May 2019

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

Reelection
Outside3

Attendance at Audit &Supervisory Board meetings
held in the fiscal year
11/11 (100%)

Number of theCompany’s shares
owned

–

<Significant concurrent positions outside the Company>• Attorney at Otaka Attorney’s Office• Outside Audit & Supervisory Board Member of the Kabuki-za
Co., Ltd.
• Outside Auditor of Nagatanien Holdings Co., Ltd.

Reasons for nomination as candidate for outside Audit & Supervisory Board Member
He is nominated as a candidate for outside Audit & Supervisory Board Member in the expectation that he will provide
high level of expertise as an attorney to the Company’s audit. Although Masao Inoue has never been involved incorporate management other than as an outside Officer, the Company judges that he will be able to properly pursue his
duties as the outside Audit & Supervisory Board Member for the abovementioned reason.
Notes:

1. Masao Inoue is a candidate for outside Audit & Supervisory Board Member.
2. Kabuki-za Co., Ltd., for which Masao Inoue concurrently serves as outside Audit & Supervisory Board Member, has realestate lease transactions with the Company.
3. There is no special interest between Kenichi Tajima, Hiroyuki Naito, and the Company.
4. Masao Inoue 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 four years.
5. If the reelections of Kenichi Tajima, Hiroyuki Naito, and Masao Inoue are approved, the Company plans, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, to renew a limited liability agreement that limits his liability
to the minimum liability amount provided for in Article 425, paragraph (1) of the same Act.
6. 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 Kenichi Tajima, Hiroyuki
Naito, and Masao Inoue are appointed as Audit & Supervisory Board Member, each of them 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.
7. The Company has submitted notification to the Tokyo Stock Exchange, the Sapporo Stock Exchange and the Fukuoka
Stock Exchange that Masao Inoue is an independent officer as respectively provided for by the aforementioned exchanges.
If the reelection of Masao Inoue is approved, the Company plans for his designation as an independent officer to continue.

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