イオンファンタジー(4343) – Notice of the 26th Ordinary General Meeting of Shareholders

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開示日時:2022/04/21 08:00:00

損益

決算期 売上高 営業益 経常益 EPS
2018.02 7,217,444 597,074 597,426 150.99
2019.02 7,424,357 465,161 465,704 94.33
2020.02 7,349,276 321,152 320,634 -16.47
2021.02 4,611,645 -742,908 -713,132 -469.51

※金額の単位は[万円]

株価

前日終値 50日平均 200日平均 実績PER 予想PER
1,883.0 1,874.16 1,996.195 41.17

※金額の単位は[円]

キャッシュフロー

決算期 フリーCF 営業CF
2018.02 -83,776 1,067,202
2019.02 -259,822 958,899
2020.02 -4,400 1,027,106
2021.02 -661,845 18,358

※金額の単位は[万円]

▼テキスト箇所の抽出

Note: This document has been translated from a part of the original Notice of Convocation written in Japanese and is provided for your convenience only, without any warranty as to its accuracy or as to the completeness of the information. The Japanese original version of the document is the sole official version. Stock code: 4343 April 26, 2022 AEON Fantasy Co., Ltd. 1-5-1, Nakase, Mihama-ku, Chiba-shi, Chiba President and Representative Director: Tokuya Fujiwara To the Shareholders of AEON Fantasy Co., Ltd.: Notice of the 26th Ordinary General Meeting of Shareholders We are pleased to announce the 26th Ordinary General Meeting of Shareholders of AEON Fantasy Co., Ltd. (the “Company”), to be held as described below: For those who will be attending the meeting in person, we request that you submit the enclosed Form for Exercising Voting Rights to a receptionist at the meeting venue. Those who will not attend may vote by postal mail or via the Internet, etc. Please exercise your voting rights no later than 6:00 p.m. on Tuesday, May 17, 2022, after reviewing the enclosed Reference Documents for the General Meeting of Shareholders. 1. Date and Time: Wednesday, May 18, 2022; 10:00 a.m. 2. Place: Multi-purpose hall, 3rd floor, AEON TOWER Annex 1-5-1, Nakase, Mihama-ku, Chiba-shi, Chiba (Reception will open at 9:00 a.m.) 3. Objectives of Meeting Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 26th fiscal year (from March 1, 2021 to February 28, 2022) and Reports of Audit on the Consolidated Financial Statements by Financial Auditor and Audit & Supervisory Board 2. Nonconsolidated Financial Statements for the 26th fiscal year (from March 1, 2021 to February 28, 2022) Matters to be resolved: Agenda Item 1: Amendment to the Articles of Incorporation Agenda Item 2: Election of eight (8) Directors Agenda Item 3: Election of two (2) Audit & Supervisory Board Members 1 Reference Documents for the General Meeting of Shareholders Agenda Item 1: Amendment to the Articles of Incorporation 1. Reason for proposal of amendment (1) In order to prepare for the Company’s future business development, business purposes are to be added to Article 2 (Purpose) of the pre-amended Articles of Incorporation and other necessary changes are to be made. (2) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, the Company proposes to make 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. 2. Details of amendment The details of amendment are as follows. Current Articles of Incorporation Proposed Amendments Article 2 (Purpose) Article 2 (Purpose) (Unchanged) (Underlined portions indicate amendments.) The purpose of the Company shall be to engage in the following business activities: (1) – (2) (Omitted) (3) Business related to the planning, manufacture, sales, import and export, and distribution of toys, beverages, foodstuffs such as bread and confectionery, apparel, daily consumer goods, electrical appliances, furniture, cosmetics, clothing accessories, folk crafts, character goods (objects printed with images of characters, animals, etc., with individualistic names and characteristics), and prizes for amusement devices. (Newly established) (4) – (10) (Omitted) (11) Management of tutorial schools, restaurants, cultural centers, daycares, photo studios, public bathhouses, beauty salons, and relaxation salons (12) – (20) (Newly established) (Omitted) 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. (1) – (2) (3) Business related to the planning, manufacture, (Unchanged) processing, sales, import and export, and distribution of toys, beverages, foodstuffs, apparel, daily consumer goods, electrical appliances, furniture, cosmetics, clothing accessories, folk crafts, character goods (objects printed with images of characters, animals, etc., with individualistic names and characteristics), and prizes for amusement devices. (4) Sales of alcoholic beverages (5) – (11) (Unchanged) (12) Management of tutorial schools, restaurants, cultural centers, daycares, photo studios, public bathhouses, campsites, beauty salons, and relaxation salons (13) Innkeeping business (14) – (22) (Unchanged) (Deleted) (Newly established) Article 15 (Measures for Providing Reference Documents for the General Meeting of Shareholders, etc. in Electronic Format) 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 2 Current Articles of Incorporation Proposed Amendments (Newly established) Supplementary Provisions 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. Article 1 1. The deletion of Article 15 in the pre-amended Articles of Incorporation and the establishment of the new Article 15 in the amended Articles of Incorporation shall be effective from the date of enforcement 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 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. This article 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. 3 Agenda Item 2: Election of eight (8) Directors The terms of office of all ten (10) Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes to elect eight (8) Directors. The candidates for Directors are as follows. (Procedures in the appointment of candidates for Directors.) After deliberation by the Nomination and Remuneration Advisory Committee, of which an Outside Director is Chairperson, and Outside Directors form a majority of the members, the candidates for Directors are determined by the Board of Directors and submitted at this meeting. 1. Nobuyuki Fujiwara Reelection Date of birth Aug. 20, 1968 Number of the Company’s shares owned: 4,900 shares Career summary, May 2004 Joined the Company Jan. 2012 Director and Senior General Manager, AEON Fantasy (Beijing) Co., Ltd. (currently known as AEON Fantasy (China) Co., Ltd.) Jan. 2013 President and Senior General Manager, AEON Fantasy (Beijing) Co., Ltd. position and areas of responsibility in the Company, and significant concurrent positions outside the Company Jan. 2014 President, AEON Fantasy (China) Co., Ltd. Sep. 2015 Chief of China Business, the Company May 2017 Director, the Company May 2018 President and Representative Director, the Company Mar. 2021 Chief of Service & Specialty Stores Businesses, AEON CO., LTD. (present post) May 2021 Chairman and Representative Director, the Company (present post) May 2021 Director, Mega Sports Co., LTD. (present post) May 2021 Director, G-FOOT CO, LTD. (present post) May 2021 Director, COX CO., LTD. (present post) (Significant concurrent positions) Chief of Service & Specialty Stores Businesses, AEON CO., LTD. Director, Mega Sports Co., LTD. Director, G-FOOT CO, LTD. Director, COX CO., LTD. Reasons for selection as a candidate for Director Nobuyuki Fujiwara has been involved in the area of overseas business for many years, and has promoted efforts to realize growth strategies. The Company proposes him as a candidate for reelection as Director as it deems he will apply his abundant experience and knowledge gained up until now to realize the growth strategies, and further contribute to improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Nobuyuki Fujiwara. 4 2. Tokuya Fujiwara Reelection Date of birth Jun. 5, 1970 Number of the Company’s shares owned: 6,300 shares Career summary, Mar. 2000 Joined the Company position and areas of responsibility in the Company, and significant concurrent positions outside the Company Mar. 2008 Chief Manager of Machines Group, Merchandising Department, the Company Mar. 2009 Chief Manager of Medal Games Group, Merchandising Department, the Company Dec. 2010 Acting Senior General Manager of Merchandising Department, the Company Sep. 2011 Senior General Manager of Merchandising Department, the Company Mar. 2013 Senior General Manager of Merchandising Development Department, the Company May 2013 Director, the Company Mar. 2017 In charge of Global Merchandising and New Business Control, the Company May 2017 Managing Director, the Company Mar. 2020 Chief of Domestic Business and Senior General Manager of Amusement Business Department, the Company Mar. 2021 Chief of Domestic Business, the Company May 2021 President and Representative Director, the Company (present post) Reasons for selection as a candidate for Director Tokuya Fujiwara has been involved in the area of merchandising and sales for many years, and has promoted efforts to realize merchandising and domestic business strategies. The Company proposes him as a candidate for reelection as Director as it deems he will apply his abundant experience and knowledge gained up until now to realize strategies for business growth for the Company overall and further contribute to improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Tokuya Fujiwara. 5 3. Yoshinori Iseki Date of birth Jul. 8, 1967 Career summary, Apr. 1990 Joined The Daiei, Inc. Reelection Number of the Company’s shares owned: – shares Apr. 1995 Joined The Daiei Leisure Land, Inc. (currently known as the Company) Sep. 2006 General Manager of Business Management Department, Fun Field Co., Ltd. (currently known as the position and areas of responsibility in the Company, and significant concurrent positions outside the Company Company) Sep. 2014 General Manager of Business Planning Department, Fun Field Co., Ltd. Jun. 2015 Acting General Manager of President’s Office, the Company Mar. 2016 General Manager of Public Relations, the Company Mar. 2017 Acting Senior General Manager of Financial Affairs & Administrative Department, the Company Sep. 2017 Senior General Manager of Financial Affairs & Administrative Department, the Company Mar. 2018 Senior General Manager of Financial Affairs Department, the Company May 2019 Director, the Company May 2021 Managing Director in charge of Management Control, Senior General Manager of Financial Affairs Department and Officer of Risk Management, the Company Mar. 2022 Managing Director in charge of Management Control and Officer of Risk Management, the Company (present post) Yoshinori Iseki has been involved in the areas of bookkeeping, control, public relations and investor relations for many Reasons for selection years, and currently executes operations of financial affairs, personnel, general affairs, risk management, etc. The as a candidate for Company proposes him as a candidate for reelection as Director as it deems he will apply his abundant experience and Director knowledge gained up until now to realize financial strategies and further contribute to strengthening corporate governance and improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Yoshinori Iseki. 6 4. Takeshi Kyogoku Date of birth Jun. 25, 1971 Reelection Number of the Company’s shares owned: 1,800 shares Career summary, Apr. 1994 Joined MYCAL Corp. (currently known as AEON RETAIL Co., Ltd.) position and areas of responsibility in the Company, and significant concurrent positions outside the Company Sep. 1997 Joined Mycal Create Corp. (currently known as the Company) Apr. 2012 General Manager of Personnel Group, the Company May 2014 President and Representative Director, AEON FANTASY GROUP PHILIPPINES, INC. Jun. 2018 Senior General Manager of Personnel Department, the Company May 2019 Director, Senior General Manager of Personnel Department and Officer of Diversity Promotion, the Mar. 2021 Director, Senior General Manager of Personnel & General Affairs Department and Officer of Diversity, the Company Company May 2021 Managing Director, Chief of Domestic Business, the Company Mar. 2022 Managing Director in charge of Store Operations Control, the Company (present post) Takeshi Kyogoku has been involved in the areas of sales and personnel for many years. He served as the President of an Reasons for selection overseas subsidiary and Senior General Manager of Personnel & General Affairs Department and currently executes as a candidate for operations as the person responsible for sales for domestic business overall. The Company proposes him as a candidate Director for reelection as Director as it deems he will apply his abundant experience and knowledge gained up until now to promote various measures to realize growth strategies and further contribute to improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Takeshi Kyogoku. 7 5. Yoshihiro Tamura Reelection Date of birth May 5, 1968 Number of the Company’s shares owned: 10,700 shares Career summary, Dec. 1993 Joined Jusco Co., Ltd. (currently known as AEON CO., LTD.) position and areas of responsibility in the Company, and significant concurrent positions outside the Company Mar. 2008 Chief Manager of Keihin (Prize) Group, Merchandising Department, the Company Mar. 2009 Chief Manager of Prize Group, Merchandising Department, the Company Feb. 2011 Senior General Manager of West Japan Business Department, the Company Apr. 2012 Senior General Manager of West Japan Store Operations Department, the Company May 2012 Director, the Company (present post) Dec. 2013 Senior General Manager of West Japan Store Operations Department and Senior General Manager of New Business Development Department, the Company May 2014 In charge of Store Operations Control and Senior General Manager of New Business Development Department, the Company Sep. 2014 In charge of Store Operations Control, the Company May 2015 Senior General Manager of West Japan Store Operations Department, the Company Sep. 2015 Senior General Manager of Sales Planning Department, the Company May 2016 In charge of Store Operations Control, the Company May 2017 Senior General Manager of Business Development Department, the Company Mar. 2020 Senior General Manager of Global Development Department, the Company Mar. 2021 Senior General Manager of Business Development Department, the Company Mar. 2022 In charge of Merchandising Development Control and Senior General Manager of Business Development Department, the Company (present post) Yoshihiro Tamura has been involved in areas such as merchandising and store operations for many years. Currently, as Reasons for selection the person responsible for overall merchandising and development, he has been promoting efforts to realize growth as a candidate for strategies. The Company proposes him as a candidate for reelection as Director as it deems he will apply his abundant Director experience and knowledge gained up until now to realize strategies for business growth and further contribute to improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Yoshihiro Tamura. 8 6. Wataru Koiwa Reelection Date of birth Mar. 7, 1977 Number of the Company’s shares owned: 1,300 shares Career summary, Mar. 2003 Joined the Company position and areas of responsibility in the Company, and significant concurrent positions outside the Company Feb. 2012 General Manager of Store Format Development Group, the Company May 2013 Acting Senior General Manager of Global Business Development Department, the Company Aug. 2014 Acting Senior General Manager of New Business Development Department, the Company Mar. 2016 Chief of ASEAN Business and Senior General Manager of Indoor Playground Business, the Company Apr. 2016 Director, AEON Fantasy (Thailand) Co., Ltd. (present post) Apr. 2016 Director, PT. AEON FANTASY INDONESIA (present post) Apr. 2016 Director, AEON FANTASY GROUP PHILIPPINES, INC. (present post) Jun. 2016 Director and Chairman, AEON FANTASY (MALAYSIA) SDN. BHD. (present post) May 2017 Director, the Company (present post) Mar. 2019 Senior General Manager of Overseas Business Department and Senior General Manager of Indoor Playground Business, the Company Mar. 2020 Chief of ASEAN Business, the Company Department, the Company (present post) (Significant concurrent positions) Mar. 2022 Chief of ASEAN Business and Senior General Manager of Edutainment Business Development Director and Chairman, AEON FANTASY (MALAYSIA) SDN. BHD. Director, AEON Fantasy (Thailand) Co., Ltd. Director, PT. AEON FANTASY INDONESIA Director, AEON FANTASY GROUP PHILIPPINES, INC. Wataru Koiwa has been involved in the area of business development for many years, and currently as the person Reasons for selection responsible for the ASEAN Business and the Edutainment Business, he has been promoting efforts to realize growth as a candidate for strategies. The Company proposes him as a candidate for reelection as Director as it deems he will apply his abundant Director experience and knowledge gained up until now to realize the growth strategies for the ASEAN Business, promote the Edutainment Business, and further contribute to improving corporate value. Conflicts of interest No conflict of interest exists between the Company and Wataru Koiwa. 9 7. Kazuko Ohya Reelection Candidate for Outside Director Candidate for Independent Officer Number of years served as Outside Director: 9 years Date of birth Sep. 5, 1950 Number of the Company’s shares owned: – shares Career summary, Apr. 1973 Joined Shiseido Company, Limited Jun. 2001 Corporate Officer, Shiseido Company, Limited position and areas of responsibility in the Company, and significant concurrent positions outside the Company Jun. 2007 Full-time Audit & Supervisory Board Member, Shiseido Company, Limited Jun. 2010 Outside Auditor, Tokyo Electric Power Company, Incorporated May 2011 Chairman, Shiseido Social Welfare Foundation Jun. 2011 Advisor, Shiseido Company, Limited Dec. 2011 External Statutory Auditor, MTI Ltd. May 2013 Outside Director, the Company (present post) Jul. 2013 Outside Director, Asahi Mutual Life Insurance Company (present post) Jun. 2015 Outside Corporate Auditor, MIRAIT Corporation Oct. 2015 General Auditor, Japan Aerospace Exploration Agency (Significant concurrent positions) Outside Director, Asahi Mutual Life Insurance Company Kazuko Ohya has been applying her abundant experience in global company management, which includes serving as a Reasons for selection as a candidate for senior manager and audit & supervisory board member in a company that operates business in countries around the world, and her extensive knowledge to proactively offer her opinions and advice on important matters related to the management Outside Director and of the Company in deliberations by the Board of Directors. Accordingly, the Company proposes her as a candidate for expected roles reelection as Outside Director as it deems it would be most appropriate to continue receiving her supervision relating to the management of the Company. Conflicts of interest No conflict of interest exists between the Company and Kazuko Ohya. 10 8. Mami Yamashita New election Candidate for Outside Director Candidate for Independent Officer Date of birth May 23, 1978 Number of the Company’s shares owned: – shares Career summary, Apr. 2001 Joined NEC Corporation position and areas of responsibility in the Company, and significant concurrent positions outside the Company Aug. 2006 In charge of Credit Sales, Credit Sales Division, JPMorgan Securities Japan Co., Ltd. Nov. 2007 Group Manager, Business Promotion Department, The Risk Data Bank of Japan, Limited Dec. 2013 Representative Director and President, Kokoruku, Inc. (present post) Feb. 2017 Board Member, General Incorporated Association Learning Journey (present post) Jun. 2018 Outside Director, HONDA TSUSHIN KOGYO CO., LTD. (present post) (Significant concurrent positions) Representative Director and President, Kokoruku, Inc. Board Member, General Incorporated Association Learning Journey Outside Director, HONDA TSUSHIN KOGYO CO., LTD. Reasons for selection as a candidate for Mami Yamashita has been active as a senior manager for many years, and possesses an extremely abundant amount of experience and knowledge related to starting a business and management. The Company proposes her as a candidate for election as Outside Director as it deems she will provide a high level of guidance and advice regarding overseas Outside Director and development and new businesses, which are indispensable for the future growth of the Company as she has a high level of expected roles understanding concerning international business and an advanced ability to analyze information in Japan and overseas because of her experience studying abroad and working at an American investment bank. Conflicts of interest No conflict of interest exists between the Company and Mami Yamashita 11 (Note 1) The Company has taken out a directors and officers liability insurance policy with an insurance company with all of the Directors included as the insureds. The policy covers damages arising from liability borne by the insureds in the course of performance of their duties or claims pertaining to the pursuit of such liability. If the election of each candidate in this proposal is approved and adopted, the Company plans to take out a policy under the same terms with each of them as an insured. (Note 2) The Company has notified the Tokyo Stock Exchange of the election of Kazuko Ohya, as Independent Officer pursuant to Regulations of the Tokyo Stock Exchange. If her reelection is approved, the Company plans to maintain her position as Independent Officer. (Note 3) If the election of Mami Yamashita is approved, the Company will notify the Tokyo Stock Exchange of her election as an Independent Officer pursuant to Regulations of the Tokyo Stock Exchange. (Note 4) The Company has entered into an agreement with Kazuko Ohya that limits the liability for damages under Article 423, paragraph 1 of the Companies Act, to the extent stipulated by laws and regulations, provided that the candidate has performed her duties in good faith and without gross negligence. If her reelection is approved, the Company will continue the said agreement with her. (Note 5) If the election of Mami Yamashita is approved, the Company will enter into an agreement with her that limits the liability for damages under Article 423, paragraph 1 of the Companies Act, to the extent stipulated by laws and regulations, provided that the candidate has performed her duties in good faith and without gross negligence. (Note 6) Number of years served as Outside Director is the number of years as of the end of this General Meeting of Shareholders. 12 Agenda Item 3: Election of two (2) Audit & Supervisory Board Members Audit & Supervisory Board Members Hitoshi Takahashi and Toshiaki Baba will retire from office at the conclusion of this General Meeting of Shareholders due to their resignation. Accordingly, the Company proposes to elect two (2) Audit & Supervisory Board Members. As provided for in the Articles of Incorporation, their terms of office shall be the remaining terms of the predecessors. The Audit & Supervisory Board has consented to this agenda. The candidates for Audit & Supervisory Board Members are as follows. 1. Shion Okamoto New election Candidate for Outside Audit & Supervisory Board Member Candidate for Independent Officer Date of birth Aug. 14, 1984 Number of the Company’s shares owned: – shares Career summary Sep. 2008 Joined Mori Hamada & Matsumoto and position in the Company, and significant Sep. 2013 Worked in both London and Tokyo Offices of Herbert Smith Freehills Apr. 2015 Seconded to Legal Dept., Mitsubishi Corporation concurrent positions Aug. 2016 Joined Yahoo Japan Corporation outside the Company Aug. 2016 Seconded to YJ Capital Inc. (currently known as Z Venture Capital Corporation) Aug. 2021 CFO and General Counsel, YJ Capital Inc. (currently known as Z Venture Capital Corporation) Apr. 2022 Seconded to Z Holdings Corporation Apr. 2022 Engagement Manager of Finance Management Division, Z Holdings Corporation (present post) Shion Okamoto is an attorney at law in Japan and the U.S., and has engaged in projects in Japan and overseas, primarily M&A, corporate restructuring and corporate legal affairs. In addition, she has experience and knowledge related to new Outside Audit & business. The Company proposes her as a candidate for election as Outside Audit & Supervisory Board Member as it expects her to apply her abundant experience and wide-ranging knowledge to provide supervision of overall management Reasons for selection as a candidate for Supervisory Board Member and valuable advice. Conflicts of interest No conflict of interest exists between the Company and Shion Okamoto. 13 2. Yukiko Hayashi New election Date of birth Apr. 25, 1972 Number of the Company’s shares owned: – shares Career summary Sep. 1995 Joined Jusco Co., Ltd. (currently known as AEON CO., LTD.) and position in the Company, and significant Sep. 1999 International Planning Department, Jusco Co., Ltd. (currently known as AEON CO., LTD.) Aug. 2002 Overseas Corporation Management Department, AEON CO., LTD. concurrent positions Mar. 2006 Overseas Business Planning Development Department, AEON CO., LTD. outside the Company Jun. 2012 Business Development Department, AEON CO., LTD. Aug. 2017 Assistant to Chief of Service & Specialty Stores Businesses, AEON CO., LTD. (present post) Reasons for selection as a candidate for Yukiko Hayashi has been involved in the areas of business restructuring and new business of the AEON Group in Japan and overseas for many years, and has promoted efforts to realize growth strategies. The Company proposes her as a Audit & Supervisory candidate for election as Audit & Supervisory Board Member as it expects her to apply her abundant experience and Board Member wide-ranging knowledge to provide supervision of overall management and valuable advice. Conflicts of interest No conflict of interest exists between the Company and Yukiko Hayashi. (Note 1) The Company has taken out a directors and officers liability insurance policy with an insurance company with all of the Audit & Supervisory Board Members included as the insureds. The policy covers damages arising from liability borne by the insureds in the course of performance of their duties or claims pertaining to the pursuit of such liability. If the election of each candidate in this proposal is approved and adopted, the Company plans to take out a policy under the same terms with each of them as an insured. (Note 2) If the election of Shion Okamoto is approved, the Company will notify the Tokyo Stock Exchange of her election as an Independent Officer pursuant to Regulations of the Tokyo Stock Exchange. (Note 3) If the election of Shion Okamoto is approved, the Company will enter into an agreement with her that limits the liability for damages under Article 423, paragraph 1 of the Companies Act, to the extent stipulated by laws and regulations, provided that the candidate has performed her duties in good faith and without gross negligence. (Note 4) The name of Shion Okamoto in the family register is Shion Miyauchi. 14 (Reference) Skill matrix Name Out-side Inde-pen-dent Corporate management Legal/ risk management Personnel/ labor Finance IT/ digital Sales/ marketing Global experience New business Experience/ knowledge ● ● ● ● ● ● ● ● ● ● Nobuyuki Fujiwara Tokuya Fujiwara Yoshinori Iseki Takeshi Kyogoku Yoshihiro Tamura Wataru Koiwa Kazuko Ohya Mami Yamashita Yoshihiko Takegaki Shigeji Sugimoto Shion Okamoto Yukiko Hayashi The above table does not show all of the experience and knowledge held by officers, but presents the main areas. 〇 〇 〇 〇 〇 〇 〇 〇 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 〇 ● ● ● ● ● Director Audit & Super-visory Board Member (Note) ● ● ● ● ● ● ● ● 15

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