ポールトゥウィン・ピットクルーホールディングス（3657） – Notice of Convocation Annual General Meeting 2022

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: 3657 April 6, 2022 To our shareholders: Teppei Tachibana, President & CEO Poletowin Pitcrew Holdings, Inc. 2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo Notice of the 13th Annual General Meeting of Shareholders We are pleased to announce the 13th Annual General Meeting of Shareholders of Poletowin Pitcrew Holdings, Inc. (the “Company”), which will be held as indicated below. Instead of attending the meeting in person, you may exercise your voting rights in writing or by 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 Wednesday, April 20, 2022 (JST). 1. Date and Time: Thursday, April 21, 2022, at 10:00 a.m. (JST) (Reception is scheduled to open at 9:00 a.m.) NS Sky-Conference Room 1&2, SHINJUKU NS Building, 30th floor 2-4-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo 2. Venue: 1. The Business Report and the Consolidated Financial Statements for the 13th fiscal year (from February 1, 2021 to January 31, 2022), and the results of audits of the Consolidated Financial Statements by the Independent Auditor and the Audit and Supervisory Committee 2. The Non-consolidated Financial Statements for the 13th fiscal year (from February 1, 2021 to January 31, Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Four Directors Who Are Audit and Supervisory Committee Members Revision of Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Revision of Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members Attendees are requested to submit the enclosed voting form at the reception on the day of the meeting. If any modification is made to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements, the Company will post such modification on the Company’s website (https://www.poletowin-pitcrew-holdings.co.jp). * Please note that, from the standpoint of fairness between shareholders attending the General Meeting of Shareholders and shareholders unable to attend, the Company no longer distributes gifts to attending shareholders. We appreciate your kind understanding. 3. Purpose of the Meeting Matters to be reported: 2022) Matters to be resolved: Proposal No. 1: Proposal No. 2: Proposal No. 3: Proposal No. 4: Proposal No. 5: Proposal No. 6: – 1 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Proposal No. 1: The Company recognizes the return of profit to its shareholders as a key management issue. It has given consideration to a comprehensive range of matters, including the amount of internal reserves necessary for future business developments to maintain its growth, and the financial position of the Company group (the “Group”), and it proposes dividend payment as follows: Year-end dividends (1) Type of dividend property To be paid in cash. (2) Allotment of dividend property and their aggregate amount The Company proposes to pay a dividend of ¥14 per common share of the Company. In this event, the total dividends will be ¥528,576,972. (3) Effective date of dividends of surplus The effective date of dividends will be April 22, 2022. – 2 – Proposal No. 2: 1. Reasons for the Amendment Partial Amendments to the Articles of Incorporation (1) Pole To Win Co., Ltd., PITCREW CO., LTD. and QaaS Co., Ltd., which are the Company’s main operating companies, carried out an absorption-type merger with Pole To Win, Inc. as the surviving company on February 1, 2022, aiming to increase management efficiency and utilize corporate scale and service capabilities to contribute more to the improvement of corporate value for client companies than has been done thus far. Accordingly, the Company proposes to amend a portion of its current Articles of Incorporation as it wishes to change its company name to Pole To Win Holdings, Inc. The Company will establish supplementary provisions for transitional measures that provide for this amendment to the current Articles of Incorporation to come into effect on April 25, 2022, and delete the transitional measures after the amendment comes into effect. (2) The Company proposes to revise the provision that provides for the “acquisition of own shares” as there is an error regarding the number of the paragraph in the Companies Act that was cited. (3) 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) Article 15, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. (ii) Article 15, paragraph 2 in “Proposed amendments” below will establish the provision to enable the Company 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 Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc. (Article 15 of the current Articles of Incorporation) will no longer be required, they will be deleted. (iv) Accompanying the aforementioned new establishment and deletion, supplementary provisions regarding the effective date, etc. will be established. (4) The Company proposes to change the maximum number of Directors who are Audit and Supervisory Committee Members in order to allow the number of Directors who are Audit and Supervisory Committee Members to be increased to further strengthen corporate governance. 2. Details of the Amendment The following are the details of the amendment. (Underlined parts are amended.) Current Articles of Incorporation Proposed amendments Article 1 (Trade Name) Article 1 (Trade Name) The name of the Company shall be “Poletowin Pitcrew The name of the Company shall be “Pole To Win Holdings Holdings Kabushiki Kaisha” and in English it shall be “Poletowin Pitcrew Holdings,Inc.” Kabushiki Kaisha” and in English it shall be “Pole To Win Holdings, Inc.” Article 11 (Acquisition of Own Shares) Article 11 (Acquisition of Own Shares) The Company may, by resolution of the Board of Directors, The Company may, by resolution of the Board of Directors, acquire its own shares through market transactions as well as other means provided for in Article 165, paragraph (1) of the acquire its own shares through market transactions as well as other means provided for in Article 165, paragraph (2) of the Companies Act. Companies Act. – 3 – Proposed amendments (Deleted) Current Articles of Incorporation Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) When the Company convenes a general meeting of shareholders, if it discloses information that is to be stated or presented in the reference documents for the general meeting of shareholders, business report, financial statements and consolidated financial statements through the internet in accordance with the provisions prescribed by the Ministry of Justice Order, it may be deemed that the Company has provided this information to shareholders. (Newly established) Article 15 (Measures for Providing Information in Electronic Article 19 (Number of Directors) Article 19 (Number of Directors) 1. (Text omitted) 1. (Unchanged) 2. The Company shall have not more than four Directors who 2. The Company shall have not more than six Directors who are Audit and Supervisory Committee Members. are Audit and Supervisory Committee Members. Article 1 Supplementary Provisions (Text omitted) Article 1 Supplementary Provisions (Unchanged) (Newly established) Article 2 (Transitional Measures Regarding Provision of Format, Etc.) 1. When the Company convenes a general meeting of shareholders, it shall take measures for providing information that constitutes the content of reference documents for the general meeting of shareholders, etc. in electronic format. 2. 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 paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. Informational Materials for General Meeting of Shareholders in Electronic Format) 1. The deletion of Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the pre-amended Articles of Incorporation and the establishment of the new Article 15 (Measures for Providing Information in Electronic Format, Etc.) of the amended Articles of Incorporation shall be effective from 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 the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). – 4 – Current Articles of Incorporation Proposed amendments 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the pre-amended 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. These Supplementary Provisions 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. Article 3 (Transitional Measures Concerning Change in Trade Name) The amendment to Article 1 (Trade Name) shall take effect on April 25, 2022. Meanwhile, this supplementary provision shall be deleted after the effective date of the amendment to Article 1. (Newly established) – 5 – Proposal No. 3: Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company proposes the election of seven Directors. Nomination of the candidates for Director has passed through the deliberation process by the Nomination and Remuneration Committee. This proposal has been deliberated by the Audit and Supervisory Committee, but the committee did not find any matters requiring special mention. The candidates for Directors are as follows: Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned 1,898,000 shares Tamiyoshi Tachibana (February 4, 1951) Gender: Male [Reelection] Oct. 1997 Mar. 1998 Feb. 2009 Apr. 2010 Apr. 2013 Jan. 2016 Director of Pole To Win Co., Ltd. Representative Director and Chairman Representative Director and Chairman of the Company (current position) Director and Chairman of Pole To Win Co., Ltd. Representative Director and Chairman Director of PTW International Holdings Limited (current position) (Reasons for nomination as candidate for Director) Tamiyoshi Tachibana has been the driver of the Group’s business since its founding. He recognized the potentials of outsourced debugging services and exerted a strong leadership in directing the management and contributed to the expansion of business. Looking ahead, he is expected to contribute to the development of the Group in the decision-making and appropriate supervision of management of the entire Group, and therefore the Company proposes that he be reelected as Director. Teppei Tachibana (September 22, 1974) Gender: Male [Reelection] Mar. 2004 Aug. 2007 Aug. 2008 Apr. 2010 Jan. 2016 Feb. 2018 Jan. 2019 Oct. 2021 Feb. 2022 Joined Pole To Win Co., Ltd. Executive Officer Director Director of the Company CEO of PTW International Holdings Limited President & CEO of the Company (current position) Chairman of PTW International Holdings Limited (current position) Director of Pole To Win Co., Ltd. Representative Director and CEO of Pole To Win, Inc. (current position) 1,206,400 shares (Reasons for nomination as candidate for Director) Teppei Tachibana has a proven record of playing a key role in setting up the business operation network of the Group’s overseas subsidiaries. He also serves as Chairman of PTW International Holdings Limited that engages in overseas solution operations. Furthermore, he was appointed as President & CEO of the Company on February 1, 2018, and Representative Director and CEO of Pole To Win, Inc., which engages in domestic solution operations, in February 2022. Looking ahead, he is expected to propel the entire Group forward, and therefore the Company proposes that he be reelected as Director. 1 2 – 6 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Tetsuji Tsuda (June 22, 1973) Gender: Male [Reelection] Apr. 1996 Mar. 1999 Oct. 2001 Oct. 2002 Oct. 2003 Dec. 2005 Apr. 2010 Jan. 2016 Feb. 2020 Feb. 2022 Joined Kinbasha Co., Ltd. (currently, Undertree Tokyo Corporation) Joined NIC Autotec, Inc. Joined Pole To Win Co., Ltd. General Manager Executive Officer Representative Director and President Director of the Company (current position) Director of PTW International Holdings Limited Director and Chairman of Pole To Win Co., Ltd. Director of Pole To Win, Inc. (current position) 689,600 shares (Reasons for nomination as candidate for Director) Tetsuji Tsuda has served as Director and President, and Director and Chairman of Pole To Win Co., Ltd., the main operating company of the Group’s Testing/Verification & Evaluation business, where he has a proven record of playing a key role in setting up the services and reinforcing the management base as Japan’s first debugging outsourcing provider. Looking ahead, he is expected to propel the domestic solution operations forward, and therefore the Company proposes that he be reelected as Director. Joji Yamauchi (May 26, 1973) Gender: Male [Reelection] 17,020 shares Apr. 1996 July 1999 Mar. 2001 Jan. 2004 Feb. 2005 Aug. 2005 Dec. 2008 Dec. 2009 Apr. 2010 Sept. 2016 Feb. 2020 Oct. 2021 Feb. 2022 Joined Sapporo Shinkin Bank (currently, Hokkaido Shinkin Bank) Joined K.K. Kyoiku Soken (currently, WAO Corporation) Joined Hudson Soft Company, Limited Joined @NetHome. Co., Ltd. (currently, Jupiter Telecommunications Co., Ltd.) Joined Honda Commtec Inc. Joined PITCREW CO., LTD. Director General Manager of Administration Department of the Company (current position) Director (current position) Representative Director and President of PITCREW CO., LTD. Representative Director and Chairman Director of Pole To Win Co., Ltd. Director and CFO of Pole To Win, Inc. (current position) (Reasons for nomination as candidate for Director) Joji Yamauchi has engaged in the finance and IR operations as the officer in charge of the Administration Department, where he has played a key role in maintaining and strengthening the business management framework. He has served as Representative Director and President, and Representative Director and Chairman of PITCREW CO., LTD., the main operating company of the Group’s Internet Supporting business, and has worked to reinforce its management base. Looking ahead, he is expected to manage the administrative functions of the Company and to propel the domestic solution operations forward, and therefore the Company proposes that he be reelected as Director. 3 4 – 7 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Kozo Matsumoto (August 4, 1965) Gender: Male [Reelection] 2,285,180 shares Jan. 1994 Oct. 1997 Jan. 2000 Jan. 2001 Sept. 2008 Sept. 2009 Feb. 2010 Jan. 2013 Apr. 2013 Sept. 2016 Sept. 2018 Director of Pole To Win Limited (currently, Pole To Win Co., Ltd.) Representative Director of Pole To Win Co., Ltd. Director of PITCREW Limited (currently, PITCREW CO., LTD.) Representative Director of PITCREW CO., LTD. Director and Chairman Director of Pole To Win Co., Ltd. Director and Vice President of PITCREW CO., LTD. Representative Director and President of PITCREW COREOPS CO., LTD. Director of the Company (current position) Director of PITCREW CO., LTD. Representative Director and President of POLE TO WIN VIET NAM JOINT STOCK COMPANY (current position) (Reasons for nomination as candidate for Director) Kozo Matsumoto has been the driver of the Group’s business since its founding. He was engaged in the launch of Testing/Verification & Evaluation service and Internet Supporting service that constitute the main services of the Group, and contributed to the establishment and expansion of the Group’s business foundation. Looking ahead, he is expected to contribute to the enhancement of synergy among the Group companies and the development of new businesses, and therefore the Company proposes that he be reelected as Director. Mitsutaka Motoshige (January 10, 1951) Gender: Male [Reelection] Sept. 1984 Mar. 1992 June 1998 Apr. 1999 Dec. 2004 Dec. 2004 Dec. 2005 Aug. 2008 Feb. 2009 Joined Hudson Soft Company, Limited Director Seconded to Manegi Co., Ltd. as Representative & Senior Managing Director Executive Officer of Hudson Soft Company, Limited Director of Pole To Win Co., Ltd. Representative Director of PITCREW CO., LTD. Director Representative Director and Vice Chairman of Pole To Win Co., Ltd. Director of the Company (current position) 3,292,800 shares (Reasons for nomination as candidate for Director) Mitsutaka Motoshige has been the driver of the Group’s business since its founding. With his experience as corporate manager in the game industry, he recognized the potentials of outsourcing services and contributed to establishing Testing/Verification & Evaluation business and Internet Supporting business as the Group’s core services. His well-established wisdom and human network will continue to be beneficial for the development of the Group’s business, and therefore the Company proposes that he be reelected as Director. 5 6 – 8 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Deborah Kirkham (March 2, 1971) Gender: Female [Reelection] 7 Feb. 2008 May 2009 July 2010 Oct. 2012 Jan. 2016 Jan. 2019 Apr. 2019 Joined LucasArts Entertainment Company, Inc. Joined Bandai Namco Games America, Inc. President of Interactive Entertainment, e4e, Inc. COO of PTW America, Inc. COO of PTW International Holdings Limited CEO (current position) Director of the Company (current position) Number of the Company’s shares owned 0 shares (Reasons for nomination as candidate for Director) Deborah Kirkham has extensive management experience in the international game industry, and played a key role in setting up operational frameworks for the Group’s overseas subsidiaries. She also serves as CEO of PTW International Holdings Limited that engages in overseas solution operations. Looking ahead, she is expected to propel the Group’s overseas subsidiaries forward as the officer in charge, and therefore the Company proposes that she be reelected as Director. (Notes) 1. There is no special interest between any of the candidates and the Company. 2. The Company has concluded a Directors and Officers liability insurance policy with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from claims for damages borne by the insured persons. If the election of each candidate is approved and they assume the office of Director, each of them will be included as an insured person in this insurance policy. – 9 – Election of Four Directors Who Are Audit and Supervisory Committee Members Proposal No. 4: At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all four Directors who are Audit and Supervisory Committee Members will expire. Therefore, the Company proposes the election of four Directors who are Audit and Supervisory Committee Members. In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal. The candidates for Directors who are Audit and Supervisory Committee Members are as follows: Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned Hajime Saito (January 4, 1947) Gender: Male [Reelection] [Outside] [Independent] Apr. 1970 Sept. 1973 Oct. 1991 Apr. 1999 Apr. 2003 Apr. 2004 Apr. 2013 Apr. 2013 Apr. 2014 Apr. 2014 Dec. 2015 Apr. 2016 Joined General Foods, Inc. Joined Nippon Mini Computer K.K. Director of Omron Data General K.K. Representative Director and President of Japan Rational Software K.K. Executive of Rational Software, IBM Japan, Ltd. Representative Director of China Portal K.K. (currently, CIOS Technology Co., Ltd.) Audit & Supervisory Board Member of Pole To Win Co., Ltd. Outside Audit & Supervisory Board Member of the Company Outside Director Director of China Portal K.K. (currently, CIOS Technology Co., Ltd.) Outside Director of QaaS Co., Ltd. Outside Director (Audit and Supervisory Committee Member) of the Company (current position) 4,000 shares Apr. 1975 July 1996 July 2007 Hisaaki Shirai (July 10, 1948) Gender: Male [Reelection] [Outside] [Independent] (Reasons for nomination as candidate for outside Director and overview of expected roles) Hajime Saito has the experience of corporate management within and outside Japan. He is expected to provide appropriate suggestions on the Group’s management as it goes global, and therefore the Company proposes that he be reelected as outside Director who is an Audit and Supervisory Committee Member. Registered as an attorney at law Established Shirai Law Firm Established Kyobashi Law Firm (current position) Outside Audit & Supervisory Board Member of the Company Outside Director (Audit and Supervisory Committee Member) (current position) (Reasons for nomination as candidate for outside Director and overview of expected roles) Hisaaki Shirai has experience in corporate management as well as extensive knowledge on corporate legal affairs as an attorney at law. We believe that he is capable of providing appropriate oversight of the Group’s management from an objective standpoint, and therefore the Company proposes that he be reelected as outside Director who is an Audit and Supervisory Committee Member. Apr. 2016 Apr. 2014 0 shares 1 2 – 10 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company (Significant concurrent positions outside the Company) Number of the Company’s shares owned (Reasons for nomination as candidate for outside Director and overview of expected roles) Masaharu Tsutsumi has experience in corporate management as well as extensive experience working abroad. He is expected to provide appropriate suggestions on the Group’s management as it goes global, and therefore the Company proposes that he be reelected as outside Director who is an Audit and Supervisory Committee Member. Masaharu Tsutsumi (May 26, 1952) Gender: Male [Reelection] [Outside] [Independent] Hideaki Okamoto (May 2, 1954) Gender: Male [New election] [Outside] [Independent] 3 4 Apr. 1975 May 1978 May 1985 May 1985 May 1989 May 1989 Oct. 1999 Oct. 1999 June 2007 May 2013 Apr. 2016 Apr. 2020 June 2020 Apr. 1979 Apr. 2000 June 2005 Apr. 2007 June 2008 Apr. 2013 Jan. 2020 Mar. 2020 July 2020 Sept. 2021 Joined Mitsubishi Corporation Seconded to Mitsubishi Nederland B.V. Seconded to Mitsubishi Venezolana C.A. General Manager Seconded to Mitsubishi Colombia Ltda. General Manager Seconded to JR Tokai Corporation Division Director Director of MC Foods Limited Advisor of Civil International Corporation Joined the Tokyo Office of Miyagi Prefectural Government Outside Director (Audit and Supervisory Committee Member) of the Company (current position) Representative Director and President of Motomachi Tsutsumi Co., Ltd. (current position) Joined Japan Optical Industry Co. (currently, NIKON CORPORATION) General Manager of 5th Designing Department, Development Division, Instruments Company General Manager of Designing Department, Bioscience Division, Instruments Company General Manager of Sales Department, Bioscience Division, Instruments Company General Manager of Sales Department, Sales Division, Instruments Company President of Nikon Metrology, Inc. Established Modern Metrology Solutions (current position) Senior Advisor of Mitsui E&S Systems Research Inc. (current position) Visiting Researcher of Manufacturing Science and Technology Center Technology Committee Member of Technology Research Association for Cyber Physical Engineering (current position) 0 shares 0 shares (Reasons for nomination as candidate for outside Director and overview of expected roles) Hideaki Okamoto will increase the diversity of the background of Board of Directors members by integrating him into the management of the Group from the viewpoint of an engineer as he possesses experience in corporate management as well as abundant experience in technology research. As a result, the Company expects him to engage in discussions from a multifaceted viewpoint at meetings of the Board of Directors, and therefore proposes that he be elected as outside Director who is an Audit and Supervisory Committee Member. (Notes) 1. There is no special interest between any of the candidates and the Company. 2. Hajime Saito, Hisaaki Shirai, Masaharu Tsutsumi and Hideaki Okamoto are candidates for outside Directors. 3. Hajime Saito is currently an outside Director of the Company, and at the conclusion of this Meeting, his tenure as outside 4. Hisaaki Shirai is currently an outside Director of the Company, and at the conclusion of this Meeting, his tenure as outside Director will have been eight years. Director will have been six years. – 11 – 5. Masaharu Tsutsumi is currently an outside Director of the Company, and at the conclusion of this Meeting, his tenure as outside Director will have been two years. 6. The Company has entered into agreements with Hajime Saito, Hisaaki Shirai and Masaharu Tsutsumi pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, to limit their liability for damages under Article 423, paragraph (1) of the Companies Act to the minimum liability amount provided for by laws and regulations. If their reelection is approved, the Company plans to renew the aforementioned limited liability agreements. If the election of Hideaki Okamoto is approved, the Company plans to enter into a limited liability agreement of the same content with him. 7. The Company has submitted notification to the Tokyo Stock Exchange that Hajime Saito, Hisaaki Shirai and Masaharu Tsutsumi have been designated as independent officers as provided for by the aforementioned Exchange, and if their reelection is approved, the Company plans to resubmit such notification concerning their appointment as independent officers. If the election of Hideaki Okamoto is approved, the Company also plans to submit notification concerning his appointment as an independent officer. 8. The Company has concluded a Directors and Officers liability insurance policy with an insurance agency, as provided for in Article 430-3, paragraph (1) of the Companies Act. This insurance policy covers damages arising from claims for damages borne by the insured persons. If the election of each candidate is approved and they assume office of Director who is an Audit and Supervisory Committee, each of them will be included as an insured person in this insurance policy. Expertise and Experience of Candidates for Directors (Skill Matrix) (Reference) The major expertise and experience of the candidates for Director of Proposal No. 3 and Proposal No. 4 are as follows: Name Attribute Independent Outside Corporate management Industry knowledge Experience/Expertise Services/ Technology Finance/ Accounting Sales Risk management Global businesses ● ● ● ● ● ● ● Director Tamiyoshi Tachibana Teppei Tachibana Tetsuji Tsuda Joji Yamauchi Kozo Matsumoto Mitsutaka Motoshige Deborah Kirkham Directors Who Are Audit and Supervisory Committee Members Hajime Saito Hisaaki Shirai Masaharu Tsutsumi Hideaki Okamoto (Note) Up to three items of experience and expertise particularly expected from each Director are listed. The list does not represent ● ● ● ● ● ● ● ● ● ● ● ● ● ● ○ ○ ○ ○ ● ● ● ● ● ● ● ● ● ● ● ● every single item of knowledge and experience possessed by each candidate. – 12 – Proposal No. 5: Revision of Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) With regard to the amount of remuneration for Directors other than the Audit and Supervisory Committee Members of the Company, although it was approved at the 7th Annual General Meeting of Shareholders held on April 21, 2016, that the monthly remuneration shall be not more than ¥50,000 thousand (the salary portion of a Director’s remuneration for Directors that also serve as employees is not included), the Company proposes to change the amount of remuneration for Directors other than the Audit and Supervisory Committee Members to not more than ¥1.0 billion per annum in order to enhance the management supervisory function and allow for a future increase in the number of diverse and talented Directors from within or outside the Company for the further enhancement of corporate governance. The amount of remuneration for Directors other than the Audit and Supervisory Committee Members does not include the salary portion of a Director’s remuneration for Directors that also serve as employees. This proposal was decided by the Board of Directors after comprehensive consideration of the scale and future trends of the Company’s business, and based on the results of deliberation with the Nomination and Remuneration Committee, a voluntary advisory body whose majority of members are outside Directors. Accordingly, the Company believes that this proposal is appropriate. The number of Directors (excluding Directors who are Audit and Supervisory Committee Members) is currently seven (including zero outside Directors). Subject to the approval and adoption of Proposal No. 3 as originally proposed, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members) will be seven (including zero outside Directors). – 13 – Proposal No. 6: Revision of Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members With regard to the amount of remuneration for Directors who are Audit and Supervisory Committee Members of the Company, it was approved at the 7th Annual General Meeting of Shareholders held on April 21, 2016, that the monthly remuneration shall be not more than ¥5,000 thousand. Considering that the roles and responsibilities of Directors who are Audit and Supervisory Committee Members will increase with the strengthening of corporate governance, in Proposal No. 2 “Partial Amendments to the Articles of Incorporation,” the Company proposes that the maximum number of Directors who are Audit and Supervisory Committee Members be increased by two to six. Accordingly, the Company proposes to change the amount of remuneration for Directors who are Audit and Supervisory Committee Members to not more than ¥100 million per annum. The Company considers this proposal to be reasonable and appropriate, as the proposed remuneration limit takes into account the increased roles and responsibilities of Directors who are Audit and Supervisory Committee Members, as well as the number of members of the Committee. In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal. The number of Directors who are Audit and Supervisory Committee Members is currently four (including three outside Directors). Subject to the approval and adoption of Proposal No. 2 and Proposal No. 4 as originally proposed, the number of Directors who are Audit and Supervisory Committee Members will be four (including four outside Directors). The resolution for this proposal can only take effect after the amendment to the Articles of Incorporation of Proposal No. 2 takes effect. – 14 –