アウトソーシング（2427） – Notice of the 25th Ordinary General Meeting of Shareholders

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: 2427 March 14, 2022 To our shareholders: Haruhiko Doi Chairman and CEO OUTSOURCING Inc. 1-8-3 Marunouchi, Chiyoda-ku, Tokyo Notice of the 25th Ordinary General Meeting of Shareholders You are cordially informed of the 25th Ordinary General Meeting of Shareholders of OUTSOURCING Inc. (the “Company”), which will be held as described below. In order to prevent the spread of the novel coronavirus disease (COVID-19), you are kindly requested not to attend the General Meeting of Shareholders if at all possible, and instead to exercise your voting rights by mail (in writing) or via the internet, etc. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by 6:00 p.m. on Monday, March 28, 2022 (JST) in accordance with the guidance provided below. 1. Date and Time: Tuesday, March 29, 2022, at 10:00 a.m. (Japan Standard Time) (Reception starts at 9:00 a.m.) JP TOWER Hall & Conference (4F KITTE) 2-7-2 Marunouchi, Chiyoda-ku, Tokyo 2. Venue: 3. Purposes: Items to be reported: 1. Business Report and Consolidated Financial Statements, as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee for the 25th Term (from January 1, 2021 to December 31, 2021) 2. Non-consolidated Financial Statements for the 25th Term (from January 1, 2021 to December 31, 2021) Items to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Eleven (11) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Four (4) Directors Who Are Audit and Supervisory Committee Members – 1 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Items to Be Resolved and Reference Documents Proposal 1: The Company proposes the appropriation of surplus as follows: Matters related to year-end dividends The Company proposes the year-end dividends for the 25th Term, in consideration of the performance for this fiscal year and future business plans, as follows: (1) Type of dividend property Cash (2) Allocation of dividend property and total amount thereof 31 yen per common share of the Company Total amount of dividends: 3,903,715,610 yen (3) Effective date of distribution of dividends from surplus March 30, 2022 – 2 – Proposal 2: 1. Reasons for the proposal Partial Amendments to the Articles of Incorporation Since the revised provisions provided for in a 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, the Company 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 in electronic format. (i) The proposed amendment to Article 14, paragraph 1 will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents, etc. for general meetings of shareholders in electronic format. (ii) The proposed amendment to Article 14, paragraph 2 will establish provisions to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents. (iii) Since the provisions for Article 14 of the current Articles of Incorporation (Disclosure of reference documents, etc. for general meetings of shareholders through the Internet and deemed information provision) will no longer be required, they will be deleted. (iv) Accompanying the aforementioned new establishment and deletion, a supplementary provision regarding the effective date, etc. will be established. – 3 – 2. Details of the proposed amendments Details of the proposed amendments are as follows: Current Articles of Incorporation (Disclosure of reference documents, etc. for general meetings of shareholders through the Internet and deemed information provision) Article 14 This company may be deemed to have provided shareholders with the information that should be written or indicated in the reference documents for general meetings of shareholders, business reports, financial reports, and consolidated financial statements, by disclosing said information through the Internet in accordance with the ordinance of the Ministry of Justice when convening a general meeting of shareholders. (Newly established) (Newly established) (Amendments are underlined) Proposed Amendments (Deleted) (Measures for providing information in electronic format, etc.) Article 14 When this company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents, etc. for general meetings of shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, this company may exclude all or some of those items designated by the Ministry of Justice Order from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the reference date of voting rights. Supplementary Provision (Transitional measures regarding provision of informational materials for general meeting of shareholders in electronic format) 1. The deletion of Article 14 (Disclosure of reference documents, etc. for general meetings of shareholders through the Internet and deemed information provision) of the current Articles of Incorporation and the establishment of the proposed amendment of Article 14 (Measures for providing information in electronic format, etc.) shall be effective from September 1, 2022, 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 the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 14 of the current Articles of Incorporation shall remain effective regarding any general meeting of shareholders held on a date within six months from the Date of Enforcement. 3. This Supplementary Provision shall be deleted on the date 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. – 4 – Proposal 3: Election of Eleven (11) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee Members. The same shall apply hereinafter in this proposal) will expire at the conclusion of this meeting. In addition, former Director Atsushi Nakamoto retired from office due to resignation on January 17, 2022. Accordingly, the Company proposes the election of eleven (11) Directors, increasing the number of Directors by five (5) to enhance the management of the Company. Regarding this proposal, the Audit and Supervisory Committee has found all candidates to be qualified for Directors. The candidates for Director are as follows: Position in the Company Name Haruhiko Doi Kazuhiko Suzuki Masashi Umehara Masashi Fukushima Anne Heraty Franciscus van Gool Chairman and CEO Senior Executive Director Managing Executive Officer Director Director – Atsuko Sakiyama Director Hirotomo Abe Yasuharu Toyoda Makiko Ujiie (Current family name: Ninagawa) – – – 11 Hideyo Nakano Director Reelection Reelection New election Reelection Reelection New election Reelection External Independent New election External Independent New election External Independent New election External Independent Reelection External No. 1 2 3 4 5 6 7 8 9 10 – 5 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Haruhiko Doi (March 6, 1959) Reelection 1 15,767,200 Jan. 1993 Oct. 1995 Feb. 1993 Apr. 1992 May 1987 Nov. 1989 Founded Chubu Sougou, President and Representative Director Founded Real Time, President and Representative Director Founded Work System Engineer, President and Representative Director Founded Real Time Kanto, President and Representative Director Founded Real Time Shizuoka, President and Representative Director Founded Real Time Hokuriku, President and Representative Director Founded OUTSOURCING Inc., President and Representative Director Founded Accent, President and Representative Director Director, Accent Founded Trillion, President and Director (present position) Chairman, OUTSOURCING Inc. Mar. 2009 Dec. 2010 Chairman and CEO (present position) [Significant concurrent positions outside the Company] President and Director, Trillion Dec. 2000 Nov. 2005 May 2000 Jan. 1997 Reasons for nomination as a candidate for Director Haruhiko Doi has an abundance of experience and deep insight as a corporate manager for long years since the establishment of the Company and has made considerable achievements in the enhancement of the corporate value both in Japan and abroad. The Company believes that his administrative ability is most appropriate for the leader of the Company and its group, and aiming toward its further growth, nominated him as a candidate for Director. – 6 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Kazuhiko Suzuki (April 7, 1969) Reelection 2 349,400 Apr. 1993 Aug. 2001 Mar. 2005 Mar. 2007 Feb. 2011 Feb. 2012 June 2013 Jan. 2022 Feb. 2022 Joined The Fuji Bank, Limited (currently Mizuho Bank, Ltd.) Joined OUTSOURCING Inc. Director Managing Director Executive Vice President Executive Vice President, General Manager in charge of Global Business Division Executive Vice President, Head of Corporate Management Division Senior Executive Director, Head of Manufacturing & Service Business Division, and Head of Technology Business Division Senior Executive Director, Head of Technology Business Division (present position) [Significant concurrent positions outside the Company] CEO, enable Inc. President and Representative Director, OUTSOURCING TECHNOLOGY Inc. Director, AVANCE CORPORATION Director, Kyodo Engineering Corporation Representative Director, OTTO Holding B.V. Director, OUTSOURCING TALENT IRELAND LIMITED Director, J.B.W. GROUP LIMITED Director, OUTSOURCING UK LIMITED Director, OUTSOURCING OCEANIA HOLDINGS PTY LIMITED Director, OS HRS SDN. BHD. Reasons for nomination as a candidate for Director Kazuhiko Suzuki, who has held positions of responsibility in the Company’s Business Management Division and Accounting and Finance Division, has an abundance of experience, achievements, and deep insight in management, accounting and finance. The Company believes that he will be able to utilize these experiences and achievements in the management of the Company and the entire Group, and nominated him as a candidate for Director. – 7 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Masashi Umehara (November 24, 1969) New election 3 Jan. 1993 Aug. 1999 Sept. 2000 Dec. 2002 Mar. 2006 Apr. 2006 Jan. 2011 Aug. 2017 Oct. 2019 Jan. 2022 Joined NAGOYA OHARA GAKUEN Joined Noboru Imamoto Tax Accounting Office Joined Tomoyoshi Fushimi Tax Accounting Office (currently Fushimi Tax Accounting Corporation) Joined OUTSOURCING Inc. Managing Director and Head of Management Division Managing Director, Head of Management Division and Executive Manager of Corporate Planning Office General Manager of Accounting Department Executive Officer and General Manager of Accounting Department Managing Executive Officer and Deputy Head of Corporate Management Division Managing Executive Officer and Head of Corporate Management Division (present position) [Significant concurrent positions outside the Company] Auditor, AVANCE CORPORATION Director, OUTSOURCING TALENT IRELAND LIMITED Supervisory Board Member, OTTO Holding B.V. 60,000 Reasons for nomination as a candidate for Director Masashi Umehara has long-standing experience in accounting and finance, and since joining the Company, he has held positions of responsibility in the Accounting and Finance Division and Business Management Division, and he has an abundance of experience, achievements, and deep insight. He utilizes these capabilities to properly conduct decision-making in the Company’s management while demonstrating ample achievements in the area of formulating and executing financial strategies. Accordingly, the Company believes that he is an appropriate person for strengthening the management of the Company and its group as a whole and strengthening the system of the administrative divisions, and nominated him as a candidate for Director. – 8 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Masashi Fukushima (December 14, 1943) Reelection 4 25,000 Apr. 1962 Nov. 1987 Nov. 1994 June 1996 Mar. 2005 May 2005 Mar. 2014 Mar. 2016 Apr. 2017 Mar. 2018 June 2018 Joined Sony Corporation (currently Sony Group Corporation) Director, Factory Manager, Taron (currently Sony Global Manufacturing & Operations Corporation) Senior Executive Director, Sony Senmaya (currently Sony Global Manufacturing & Operations Corporation) President and Representative Director, Sony Senmaya Advisor, Yokogawa Rental & Lease Corporation Special Advisor, Yokogawa Rental & Lease Corporation External Director, OUTSOURCING Inc. External Director (Audit and Supervisory Committee Member) Advisor, PRIKEN Co., Ltd. External Director, OUTSOURCING Inc. (present position) Outside Director, Advanex Inc. Reasons for nomination as a candidate for Director Masashi Fukushima, who held the positions of Senior Executive Director and Representative Director at a company he previously served, has professional insight into corporate management. At the meetings of the Board of Directors of the Company, he has actively and appropriately made comments on important management decisions utilizing his high level of insight on management. The Company believes that he will be able to provide management advice and recommendations to enhance the corporate value of the Company and the entire Group, and nominated him as a candidate for Director. – 9 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Anne Heraty (April 24, 1960) Reelection Sept. 1985 June 1987 Aug. 1988 Oct. 1989 June 1999 Oct. 2012 Aug. 2019 Mar. 2021 Joined XEROX (EUROPE) LIMITED, Sales Executive Joined SAVINGS & INVESTMENTS LIMITED, Sales Executive Joined GRAFTON RECRUITMENT, Recruitment Consultant Founded COMPUTER PLACEMENT LIMITED, CEO Founded CPL RESOURCES PUBLIC LIMITED COMPANY (currently CPL RESOURCES LIMITED), CEO Non-Executive Director, 4E – FULFILLMENT.COM LIMITED (present position) Non-Executive Director, KINGSPAN GROUP PUBLIC LIMITED COMPANY (present position) Director, OUTSOURCING Inc. (present position) [Significant concurrent positions outside the Company] Chairman, CPL RESOURCES LIMITED Director, OUTSOURCING TALENT IRELAND LIMITED Non-Executive Director, 4E – FULFILLMENT.COM LIMITED Non-Executive Director, KINGSPAN GROUP PUBLIC LIMITED COMPANY Reasons for nomination as a candidate for Director Anne Heraty possesses excellent corporate administrative ability, having launched a human resources company in Ireland, and listing it on Euronext Dublin and the London Stock Exchange as Ireland’s largest human resources company. As a capable corporate manager, she has enhanced corporate value by promoting diversity, especially through the empowerment of women and the employment of foreign workers. Wishing to use such capability, extensive experience, achievements and deep insight in global management, the Company expects her to contribute to promoting diversity in the group and contribute immensely to expanding the group’s global business, and nominated her as a candidate for Director. Franciscus van Gool (June 19, 1965) New election Jan. 1998 Mar. 1999 Nov. 2003 Joined Scherpenhuizen B.V., Commercial Director Founded OTTO Holding B.V., Director and Chairman (present position) Founded OTTO Work Force B.V., Director and CEO (present position) [Significant concurrent positions outside the Company] Director and Chairman, OTTO Holding B.V. Director, KiMi B.V. Director, KaFra Holding B.V. Reasons for nomination as a candidate for Director Franciscus van Gool launched a human resources company in the Netherlands and has international business experience such as achievements in constructing certain positions in the field of employment services in European countries, mainly the Netherlands and Poland. The Company believes that he can be expected to utilize such abundance of experience and deep insight as a corporate manager to significantly contribute to global strategy and development in the group. Accordingly, the Company believes that he is appropriately qualified and nominated him as a candidate for Director. 0 0 5 6 – 10 – 0 No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Atsuko Sakiyama (September 19, 1959) Reelection External Independent 7 Apr. 1983 Nov. 1985 May 1988 July 1993 Jan. 1999 June 2002 Jan. 2006 July 2008 Jan. 2010 June 2012 Aug. 2019 Mar. 2020 Joined Meiji Seika Kaisha, Ltd. (currently Meiji Co., Ltd.) Joined Yokohama YMCA, a public interest incorporated foundation Joined Master Foods Co., Ltd. (currently Mars Japan Limited) Joined Cartar Food Science Kabushiki Kaisha (currently Danisco Japan Ltd.) Director, Cartar Food Science Kabushiki Kaisha Director, Danisco Japan Ltd. Director and Vice President, Organo Danisco Food Techno Co., Ltd. (currently Organo Food Tech Corporation) Representative Director and Vice President, Genencor Kyowa Co.,Ltd. (currently Danisco Japan Ltd.) Representative Director and President, Genencor Kyowa Co.,Ltd. Joined Cargill Japan Limited (currently Cargill Japan LLC) Founded Saki Consulting LLC, Representative Member (present position) External Director, OUTSOURCING Inc. (present position) [Significant concurrent positions outside the Company] Representative Member, Saki Consulting LLC Reason for nomination as a candidate for External Director and overview of expected role Atsuko Sakiyama has a wealth of broad expertise in corporate management, organizational operations, finance, and human resource development through years of experience in different business fields and other industries. Based on her high level of knowledge, especially in communication with overseas organizations, she has provided comments at the meetings of the Board of Directors, etc. of the Company from an independent standpoint and a viewpoint that is not bound by conventional frameworks. The Company believes that she can be expected to play an appropriate role in supervising the Company’s business execution and therefore nominated her as a candidate for External Director. At the conclusion of this meeting, her tenure as External Director of the Company will have been two (2) years. – 11 – 0 No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Hirotomo Abe (November 1, 1957) New election External Independent 8 Apr. 1980 Sept. 1988 Apr. 1992 Oct. 2002 May 2005 Apr. 2009 Apr. 2011 June 2019 Apr. 2021 Apr. 2021 Joined MITSUI & CO., LTD. Manager, Legal Department, MITSUI & CO. (BRAZIL) S.A. Assistant General Manager, Legal Department, MITSUI & CO. (U.S.A.), INC. General Manager, Legal Department, MITSUI & CO. EUROPE PLC General Counsel and Chief Compliance Officer, Europe, Middle East, and Africa Business Unit, MITSUI & CO., LTD. Professor, Faculty of Law, Meiji Gakuin University Professor, Graduate School of Law, Hitotsubashi University External Director (Audit and Supervisory Committee Member), CASIO COMPUTER CO., LTD. (present position) Professor Emeritus, Hitotsubashi University (present position) Professor, NUCB Business School (present position) [Significant concurrent positions outside the Company] External Director (Audit and Supervisory Committee Member), CASIO COMPUTER CO., LTD. Professor, NUCB Business School Reason for nomination as a candidate for External Director and overview of expected role Hirotomo Abe has multifaceted perspectives and expert knowledge, such as knowledge in domestic and overseas legal affairs and internal control, not only from his global viewpoints gained through experience working overseas at a major general trading company, but also from his research work as a graduate school professor in the field of law. The Company expects that he will not only play a role of providing advice and governance to the Company’s management from his original perspective gained from his deep insight and abundant practical leadership experience, but will also lead to the further strengthening of corporate governance and compliance, and therefore nominated him as a candidate for External Director. – 12 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Yasuharu Toyoda (March 19, 1948) New election External Independent Apr. 1971 Jan. 1997 Jan. 2001 June 2001 June 2003 June 2004 June 2005 June 2006 June 2010 June 2012 June 2014 Sept. 2018 Joined Toyota Motor Sales Co., Ltd. (currently TOYOTA MOTOR CORPORATION) Finance Officer, New United Motor Manufacturing, Inc. Chief Accountant, Toyoda Automatic Loom Works, Ltd. (currently TOYOTA INDUSTRIES CORPORATION) Director, Toyoda Automatic Loom Works, Ltd. (currently TOYOTA INDUSTRIES CORPORATION) Managing Director, TOYOTA INDUSTRIES CORPORATION Auditor, Fuji Logistics Co., Ltd. Representative Director and Senior Managing Director, TOYOTA INDUSTRIES CORPORATION Senior Managing Director, TOYOTA INDUSTRIES CORPORATION Representative Director and Executive Vice President, TOYOTA INDUSTRIES CORPORATION President and CEO, Wanbishi Archives Co., Ltd. Chairman of the Board, SKM CORPORATION Advisor, PEO Co., Ltd. Reason for nomination as a candidate for External Director and overview of expected role Yasuharu Toyoda has a longstanding career as a management leader at one of the largest automotive manufacturers, and has deep insight with regard to corporate management and organizational operation. He has also served in important positions in the management divisions for both finance and accounting, and has abundant experience as a check on the sales division from the perspective of head office functions. The Company believes that not only can he be expected to further strengthen the management system of the Company, but that he will also play a role of providing supervision and governance for the Company’s business execution, and therefore nominated him as a candidate for External Director. Makiko Ujiie (Current family name: Ninagawa) (April 28, 1983) New election External Independent Dec. 2010 Jan. 2011 Jan. 2018 Registered as an attorney at law Joined Umegae-Chuo Legal Profession Corporation Partner Lawyer, Umegae-Chuo Legal Profession Corporation (present position) External Auditor, ORJ INC. (present position) Oct. 2021 [Significant concurrent positions outside the Company] Partner Lawyer, Umegae-Chuo Legal Profession Corporation External Auditor, ORJ INC. Reason for nomination as a candidate for External Director and overview of expected role Makiko Ujiie has an abundance of practical experience and expert insight in corporate law, M&A, financial law, among other fields as a lawyer. Accordingly, the Company believes that she can be expected to further strengthen corporate governance and compliance through contributing to strengthening the decision-making function and supervisory function of the Company’s Board of Directors from the viewpoint of enhancing the Company’s corporate value, and therefore nominated her as a candidate for External Director. Moreover, although she has not been involved in corporate management other than as an External Director or an External Auditor in the past, the Company believes that she is capable of appropriately performing her role as External Director based on the aforementioned reasons. 0 0 9 10 – 13 – 11 Notes: No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Hideyo Nakano (September 13, 1959) Reelection External 0 Apr. 1982 Oct. 1986 June 1987 Apr. 1989 Nov. 1991 Oct. 1993 June 1996 Jan. 2000 July 2003 Mar. 2004 Mar. 2020 June 2021 Joined Sony Corporation (currently Sony Group Corporation) Joined Swiss Bank Securities Corporation (currently UBS Securities Japan Co., Ltd.) Joined SocGen Securities Limited (currently SOCIETE GENERALE SECURITIES JAPAN LIMITED) Joined Citibank, N.A. (seconded to Cititrust and Banking Corporation) Vice President, Cititrust and Banking Corporation Senior Portfolio Manager and Head of Private Investment, Cititrust and Banking Corporation Joined Gartmore Asset Management (Japan) Ltd. (currently Janus Henderson Investors (Japan) Limited) Director and Head of Investment Division, FuNNeX Asset Management Inc. Joined Star Capital Partners Kabushiki Kaisha Founded Trias Corporation, CEO (present position) External Director, OUTSOURCING Inc. (present position) External Director, HOCHIKI CORPORATION (present position) [Significant concurrent positions outside the Company] CEO, Trias Corporation External Director, HOCHIKI CORPORATION Reason for nomination as a candidate for External Director and overview of expected role Hideyo Nakano has long been involved in operations closely related to financial markets and capital markets, mainly at foreign-affiliated financial institutions. She also has an abundance of experience and a broad range of insight as a corporate manager. During her tenure as an External Director of the Company, she has provided comments to improve the Company’s corporate value based on her experience as a corporate manager and her knowledge as a securities analyst with a thorough understanding of the securities and capital markets. The Company believes she is able to further strengthen the management system by having her provide advice on the Company’s overall management from the perspective of improving corporate value, and therefore nominated her as a candidate for External Director. At the conclusion of this meeting, her tenure as External Director of the Company will have been two (2) years. 1. Franciscus van Gool effectively serves as Director of OTTO Holding B.V. stated in the “Career summary, position and responsibility in the Company” and “Significant concurrent positions outside the Company” section above, through KiMi B.V., a company he manages, and he also effectively serves as Director of OTTO Work Force B.V. stated in “Career summary, position and responsibility in the Company,” through OTTO Holding B.V. and its subsidiary OTTO Nederland B.V. 2. Franciscus van Gool effectively serves as Director of KaFra Holding B.V. through KiMi B.V., a company he manages, and a subsidiary of that company indirectly has a business relationship regarding leasing of real estate with a subsidiary of OTTO Holding B.V., a consolidated subsidiary of the Company, through a lease with a third party. In addition, Hideyo Nakano has a concurrent position as CEO of Trias Corporation. Trias Corporation has entered into a consulting agreement, and has certain transactions, with the Company. None of the other candidates for Director have any special interest in the Company. 3. Yasuharu Toyoda was a business executive of TOYOTA INDUSTRIES CORPORATION, which has been a trading partner of the Company within the past ten (10) years (the annual amount of business transactions with the Company is equivalent to 1.0% of the Company’s consolidated net sales). 4. Atsuko Sakiyama, Hirotomo Abe, Yasuharu Toyoda, Makiko Ujiie, and Hideyo Nakano are candidates for External Director. 5. Makiko Ujiie held the office of Auditor in a subsidiary of the Company during the following periods. ・Oct. 2021 – Present: External Auditor, ORJ INC. 6. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Atsuko Sakiyama and Hideyo Nakano to limit their liabilities for damages under Article 423, paragraph 1 of the Companies Act. – 14 – The maximum amount of liability for damages under this agreement is the minimum liability amount set forth in Article 425, paragraph 1 of the Companies Act. If the reelection of both is approved, the Company plans to renew the aforementioned agreement with them. If the election of Hirotomo Abe, Yasuharu Toyoda, and Makiko Ujiie is approved, the Company plans to enter into the same agreement with them. 7. The Company has entered into a liability insurance contract for directors and officers with an insurance company, as stipulated in Article 430-3, paragraph 1 of the Companies Act with Directors (including officers of some domestic consolidated subsidiaries) as the insured, and plans to renew the contract on May 1, 2022. If the reelection of each candidate is approved under this proposal, each candidate will continue an insured person. The new candidates will also become insured after they assume the post of Director. (i) Outline of insurance accidents to be covered The policy covers damages and legal expenses incurred by the insured due to claims for damages made against the insured during the insurance period as a result of acts (including omissions) committed by the insured in relation to his/her duties as an officer of the Company. However, there is an exclusion of liability for claims for damages arising from certain acts, such as acts committed by the insured while in full knowledge that they violate laws and regulations. (ii) Insurance premiums Insurance premiums, including for the special contract portion, are fully paid by the Company. 8. The Company has reported Atsuko Sakiyama as an Independent Officer as provided for by the Tokyo Stock Exchange. If her reelection is approved, the Company plans for her appointment as an Independent Officer to continue. Furthermore, Hirotomo Abe, Yasuharu Toyoda, and Makiko Ujiie satisfy the requirements for an Independent Officer as provided for by the Tokyo Stock Exchange, and if the election of each candidate is approved, the Company plans to report their appointment as Independent Officers to the Tokyo Stock Exchange. Note that although there is a business relationship between the Company and TOYOTA INDUSTRIES CORPORATION, where Yasuharu Toyoda formerly served (he retired from that company in June 2012), as the annual transaction amount is equivalent to 1.0% of the Company’s consolidated net sales, the Company deems that independence from the Company’s management has been secured. 9. The position and responsibility in the Company and significant concurrent positions outside the Company of each candidate who is currently Director of the Company are described in “1) The Status of Directors” (pages 45 to 46 in the original Japanese version; excluded from this English translation). 10. The numbers of the Company’s shares owned are those owned as of December 31, 2021. 11. While Atsuko Sakiyama and Hideyo Nakano were serving as External Directors at the Company, it came to light that material misstatement due to fraud or error had been carried out on prior-year financial statements and consolidated financial statements at 17 companies inside the Group. Neither External Director was aware of this matter until it came to light, but they regularly provided recommendations at meetings of the Board of Directors, etc. from the perspective of ensuring compliance. Moreover, after this matter came to light, they fulfilled their duties by providing opinions regarding the confirmation of initiatives, including measures for the Group to prevent recurrence, and the review and strengthening of internal control. – 15 – Election of Four (4) Directors Who Are Audit and Supervisory Committee Members Proposal 4: The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members will expire at the conclusion of this meeting. Accordingly, the Company proposes the election of four (4) Directors who are Audit and Supervisory Committee Members. The Audit and Supervisory Committee has given its consent to this proposal. The candidates for Directors who are Audit and Supervisory Committee Members are as follows: No. Name Position in the Company Ichiro Otani Director (full-time Audit and Supervisory Committee Member) Masaru Namatame Director (Audit and Supervisory Committee Member) Hiroshi Otaka Director (Audit and Supervisory Committee Member) Hideo Shiwa Director (Audit and Supervisory Committee Member) Reelection External Independent Reelection External Independent Reelection External Independent Reelection External Independent 1 2 3 4 – 16 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Ichiro Otani (December 7, 1957) Reelection External Independent 1 1,000 Apr. 1980 June 1985 Jan. 1995 June 1996 Dec. 2000 Apr. 2006 Apr. 2007 June 2013 June 2015 Mar. 2018 Joined MITSUI & CO., LTD. Seconded to International Corn Company Seconded to Mitsui Foods, Inc. General Manager, Foods Department, MITSUI & CO. (U.S.A.), INC., San Francisco Office Vice President and General Manager, Foods Department, MITSUI & CO. (CANADA) LTD., Vancouver Office Deputy General Manager, Grain and Fats Products Department, Food Business Unit, MITSUI & CO., LTD., Tokyo Head Office General Manager and Unit Leader, Food Resources, Food Products & Retail Division, MITSUI & CO. EUROPE PLC President and Representative Director, KONAN UTILITY CO., LTD. Vice General Manager, Planning and Administrative Division, Food Resources, Food Products & Services Unit, MITSUI & CO., LTD. External Director (full-time Audit and Supervisory Committee Member), OUTSOURCING Inc. (present position) [Significant concurrent positions outside the Company] Director (Audit and Supervisory Committee Member), OUTSOURCING TECHNOLOGY Inc. Auditor, AVANCE CORPORATION Supervisory Board Member, OTTO Holding B.V. Reason for nomination as a candidate for External Director and overview of expected role Ichiro Otani engaged in the resolution of material business matters at companies he previously served. Additionally, he is qualified as both qualified internal auditor and certified internal auditor, and has experiences of auditing subsidiaries as an auditor. As such, he has an abundance of knowledge and experience relating to internal controls systems and auditing. The Company believes that he can continue to play a role in providing advice and governance based on his deep knowledge, and has nominated him as a candidate for External Director. At the conclusion of this meeting, his tenure as External Director (Audit and Supervisory Committee Member) of the Company will have been four (4) years. – 17 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Masaru Namatame (August 14, 1955) Reelection External Independent 2 0 Apr. 1978 June 2002 Feb. 2004 June 2010 Mar. 2014 Apr. 2016 Aug. 2018 June 2019 Mar. 2020 Sept. 2020 Joined Hitachi, Ltd. General Manager of Corporate Planning and Administration Department, Broadcasting and Communication Systems Development Division, Hitachi, Ltd. General Manager of Internal Auditing Office, Hitachi, Ltd. Director and General Manager of Business Administration Division, Kokusan Denki Co., Ltd. (currently MAHLE Electric Drives Japan Corporation) Managing Director and General Manager of Business Administration Division, Kokusan Denki Co., Ltd. Full-time Auditor, Hitachi Consumer Marketing, Inc. (currently Hitachi Global Life Solutions, Inc.) Full-time Auditor, identity Inc. External Auditor, Fujibo Holdings, Inc. (present position) External Director (Audit and Supervisory Committee Member), OUTSOURCING Inc. (present position) External Auditor, Inbound Platform Corp. (present position) [Significant concurrent positions outside the Company] Auditor, OTS Inc. External Auditor, Fujibo Holdings, Inc. External Auditor, Inbound Platform Corp. Reason for nomination as a candidate for External Director and overview of expected role Masaru Namatame has many years of experience of working in the position responsible for accounting and finance in domestic and overseas businesses at the companies he served, and has a wealth of knowledge and experience in internal control, auditing, and overall business management. The Company believes that he can continue to play a role in providing advice and governance based on his deep knowledge, and has nominated him as a candidate for External Director. At the conclusion of this meeting, his tenure as External Director (Audit and Supervisory Committee Member) of the Company will have been two (2) years. – 18 – 3 No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Apr. 1967 June 1999 Mar. 2010 Apr. 2005 June 2005 Hiroshi Otaka (September 24, 1944) Reelection External Independent Joined Yamakawa Industrial Co., Ltd. (currently UNIPRES CORPORATION) Director, General Manager, General Accounting Dept, Yamakawa Industrial Co., Ltd. Advisor, Yamakawa Industrial Co., Ltd. Full-time Auditor, Yamakawa Industrial Co., Ltd. External Auditor (full-time Auditor), OUTSOURCING Inc. External Director (full-time Audit and Supervisory Committee Member) External Director (Audit and Supervisory Committee Member) (present position) Reason for nomination as a candidate for External Director and overview of expected role Hiroshi Otaka, who served as Director and Auditor, has an abundance of knowledge and experience relating to corporate financial analysis and business management in general. The Company believes that he can continue to play a role in providing advice and governance based on his deep knowledge, and has nominated him as a candidate for External Director. At the conclusion of this meeting, his tenure as External Director (Audit and Supervisory Committee Member) of the Company will have been six (6) years. Mar. 2016 Mar. 2018 25,000 – 19 – No. Name (Date of birth) Career summary, position and responsibility in the Company Number of the Company’s shares owned Hideo Shiwa (October 21, 1954) Reelection External Independent 4 0 Apr. 2011 Apr. 2014 Apr. 2013 Apr. 2007 Apr. 1978 June 2014 Nov. 2007 Mar. 2009 Apr. 2010 Joined Fujikura Electric Wire Corporation (currently Fujikura Ltd.) Executive Officer and General Manager of Electronics & Automotive Products Planning Division, Fujikura Electric Wire Corporation CFO, Fujikura Automotive Europe S.A.U. CEO, Fujikura Automotive Europe S.A.U. Executive Officer and Responsible for International Business Division, Automotive Products Division, Fujikura Ltd. Managing Executive Officer and Deputy Chief of Electronics Business Segment, Fujikura Ltd. Managing Executive Officer and Deputy Chief of Electronics Business Company, Fujikura Ltd. Managing Executive Officer, Chief of Real Estate Business Company and Deputy Chief of Corporate Staff Unit, Fujikura Ltd. Director, Managing Executive Officer, Chief of Real Estate Business Company and Deputy Chief of Corporate Staff Unit, Fujikura Ltd. Director and Senior Managing Executive Officer, Fujikura Ltd. Senior Managing Executive Officer, Fujikura Ltd. Full-time Advisor, Fujikura Ltd. External Director (Audit and Supervisory Committee Member), OUTSOURCING Inc. (present position) External Auditor, Oki Electric Industry Co., Ltd. (present position) [Significant concurrent positions outside the Company] Auditor, PEO Co., Ltd. Auditor, PEO Construction Machinery Operators Training Center Co., Ltd. Auditor, S.S.Sangyo Co.Ltd. External Auditor, Oki Electric Industry Co., Ltd. Apr. 2018 Mar. 2020 June 2016 June 2020 Apr. 2016 Notes: Reason for nomination as a candidate for External Director and overview of expected role Hideo Shiwa has many years of experience working in the accounting department at a company he served, has broad knowledge and experience in IT systems, IR, legal affairs, and audit operations, and has abundant management experiences at domestic and overseas business operating companies. The Company believes that he can continue to play a role in providing advice and governance based on his deep knowledge, and has nominated him as a candidate for External Director. At the conclusion of this meeting, his tenure as External Director (Audit and Supervisory Committee Member) of the Company will have been two (2) years. 1. None of the above candidates have any special interest in the Company. 2. 3. Ichiro Otani, Masaru Namatame, Hiroshi Otaka, and Hideo Shiwa are candidates for External Director. Ichiro Otani held the office of Director (Audit and Supervisory Committee Member) and Auditor in a subsidiary of the Company during the following periods. (1) March 2018 – April 2019: Auditor, OUTSOURCING TECHNOLOGY Inc. (2) November 2020 – July 2021: Auditor, AVANCE HOLDINGS Co.,Ltd. (currently AVANCE CORPORATION) (3) May 2018 – Present: Supervisory Board Member, OTTO Holding B.V. (4) April 2019 – Present: Director (Audit and Supervisory Committee Member), OUTSOURCING TECHNOLOGY Inc. (5) August 2021 – Present: Auditor, AVANCE CORPORATION 4. Masaru Namatame held the office of Auditor in a subsidiary of the Company during the following periods. (1) March 2020 – August 2020: Auditor, OS support Co., Ltd. (currently HR GUIDE Co., Ltd.) (2) March 2020 – Present: Auditor, OTS Inc. (3) October 2020 – Present: Auditor, EcoCityService Corporation (4) September 2021 – Present: Auditor, ISC Inc. – 20 – 5. Hiroshi Otaka held the office of Auditor in a subsidiary of the Company during the following periods. (1) October 2013 – March 2016: Auditor, Sanshin Electric Co., Ltd. (currently OUTSOURCING TECHNOLOGY Inc.) (2) March 2016 – March 2018: Auditor, OUTSOURCING TECHNOLOGY Inc. (3) February 2017 – March 2019: Auditor, OS Capital Partners Inc. (4) January 2018 – March 2019: Auditor, GLocal Co., Ltd. (currently OUTSOURCING TECHNOLOGY Inc.) (5) December 2018 – December 2019: Auditor, Planner Co., Ltd. (currently OUTSOURCING Inc.) (6) July 2017 – Present: Auditor, Oshima Shokai Co., Ltd. (7) November 2020 – Present: Auditor, OSDC Co., LTD 6. Hideo Shiwa held the office of Auditor in a subsidiary of the Company during the following periods. (1) March 2020 – Present: Auditor, PEO Co., Ltd. (2) March 2020 – Present: Auditor, PEO Construction Machinery Operators Training Center Co., Ltd. (3) February 2021 – Present: Auditor, S.S.Sangyo Co.Ltd. 7. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into an agreement with Ichiro Otani, Masaru Namatame, Hiroshi Otaka, and Hideo Shiwa to limit their liability for damages under Article 423, paragraph 1 of the Companies Act. The maximum amount of liability for damages under this agreement is the minimum liability amount set forth in Article 425, paragraph 1 of the Companies Act. If the reelection of each candidate is approved, the Company plans to renew the aforementioned agreement with them. 8. The Company has entered into a liability insurance contract for directors and officers with an insurance company, as stipulated in Article 430-3, paragraph 1 of the Companies Act with Directors (including officers of some domestic consolidated subsidiaries) as the insured, and plans to renew the contract on May 1, 2022. If the reelection of each candidate is approved under this proposal, each candidate will continue an insured person. (i) Outline of insurance accidents to be covered The policy covers damages and legal expenses incurred by the insured due to claims for damages made against the insured during the insurance period as a result of acts (including omissions) committed by the insured in relation to his/her duties as an officer of the Company. However, there is an exclusion of liability for claims for damages arising from certain acts, such as acts committed by the insured while in full knowledge that they violate laws and regulations. (ii) Insurance premiums Insurance premiums, including for the special contract portion, are fully paid by the Company. 9. The Company has reported Ichiro Otani, Masaru Namatame, Hiroshi Otaka, and Hideo Shiwa as Independent Officers as provided for by the Tokyo Stock Exchange. If the reelection of each candidate is approved, the Company plans for their appointment as Independent Officers to continue. 10. The numbers of the Company’s shares owned are those owned as of December 31, 2021. 11. While Ichiro Otani, Masaru Namatame, Hiroshi Otaka and Hideo Shiwa were serving as External Directors at the Company, it came to light that material misstatement due to fraud or error had been carried out on prior-year financial statements and consolidated financial statements at 17 companies inside the Group. Neither External Director was aware of this matter until it came to light, but they regularly provided recommendations at meetings of the Board of Directors, etc. from the perspective of ensuring compliance. Moreover, after this matter came to light, they fulfilled their duties by providing opinions regarding the confirmation of initiatives, including measures for the Group to prevent recurrence, and the review and strengthening of internal control. – 21 – [Reference] Management system after approval of Proposals 3 and 4 (planned) Skills Matrix Industry knowledge Sales and marketing Inter-national experience ○ Corporate manage-ment ○ Finance and accounting Auditing Legal risk manage-ment Name Position Haruhiko Doi Kazuhiko Suzuki Masashi Umehara Masashi Fukushima Anne Heraty Franciscus van Gool Atsuko Sakiyama Hirotomo Abe Yasuharu Toyoda Makiko Ujiie (Current family name: Ninagawa) Hideyo Nakano Ichiro Otani Masaru Namatame Hiroshi Otaka Hideo Shiwa Chairman and CEO Senior Executive Director Director Director Director Director External Director External Director External Director External Director External Director External Director (full-time Audit and Supervisory Committee Member) External Director (full-time Audit and Supervisory Committee Member) External Director (Audit and Supervisory Committee Member) External Director (Audit and Supervisory Committee Member) ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ – 22 –