東京個別指導学院（4745） – Notice of Convocation Annual General Meeting 2022

This document has been translated from 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. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translation. To Shareholders with Voting Rights: Securities code: 4745 May 6, 2022 Katsuki Saito President and Representative Director Tokyo Individualized Educational Institute, INC. 25th floor, Shinjuku Nomura Bldg. 1-26-2 Nishi-shinjuku, Shinjuku-ku, Tokyo, Japan THE 39th ANNUAL GENERAL MEETING OF SHAREHOLDERS NOTICE OF Dear Shareholders: We would like to express our appreciation for your continued support and patronage. We hereby inform you that the 39th Annual General Meeting of Shareholders of Tokyo Individualized Educational Institute, INC. (the “Company”) will be held as described below. In lieu of attending the meeting in person, you can exercise your voting rights either in writing or by electronic means (via the Internet or other means). Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights by Tuesday, May 24, 2022, at 6 p.m. Japan time. 1. Date and Time: 2. Place: Wednesday, May 25, 2022 at 10:00 a.m. Japan time (Reception will open at 9:15 a.m.) Hall on the fourth floor of Otemachi Sankei Plaza, located at 1-7-2 Otemachi, Chiyoda-ku, Tokyo, Japan The number of seats will be limited to 100 to secure sufficient space between shareholders. Therefore, you must preregister in order to attend (refer to pages 7-8 for details; available in Japanese). The General Meeting of Shareholders will be livestreamed via the Internet so that shareholders can watch the meeting from home. Watching the livestream does not require preregistration (refer to pages 7 and 10 for details; available in Japanese). 3. Meeting Agenda: Matters to be reported: 1. The Business Report and Consolidated Financial Statements for the Company’s 39th fiscal year (March 1, 2021 – February 28, 2022) and results of audits by the Accounting Auditor and the Audit & Supervisory Board of the Consolidated Financial Statements 2. Non-consolidated Financial Statements for the Company’s 39th fiscal year (March 1, 2021 – February 28, 2022) Proposals to be resolved: Proposal 1: Proposal 2: Proposal 3: Appropriation of Surplus Partial Amendments to the Articles of Incorporation Election of Seven (7) Directors – 1 – 4. Other matters concerning this Notice of Convocation: Proposal 4: Election of Two (2) Audit & Supervisory Board Members Of the documents that need to be attached to this Notice of Convocation, the “System for Ensuring the Appropriateness of Operations and the Implementation Status of Said System,” “Notes to Consolidated Financial Statements,” and “Notes to Non-consolidated Financial Statements” are posted on the Company’s website (https://www.tkg-jp.com/ir; in Japanese) in accordance with provisions of laws and regulations as well as Article 14 of the Company’s Articles of Incorporation and therefore are not provided in this Notice of Convocation. Accordingly, the Business Report, Consolidated Financial Statements, and Non-consolidated Financial Statements attached to this Notice of Convocation (available in Japanese) are a part of those that were audited by the Audit & Supervisory Board and the Accounting Auditor in preparing their audit reports. ◼ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception. ◼ Should the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements require revisions, the revised versions will be posted on the Company’s website (https://www.tkg-jp.com/ir; in Japanese). ◼ Please note that souvenirs will not be given to attendees. – 2 – Reference Documents for the General Meeting of Shareholders Proposals and References Proposal 1: Appropriation of Surplus The Company considers the stable return of profits to shareholders to be the most important Therefore, the Company focuses on increasing return on equity (ROE) and will strive to pay stable management policy. dividends. To this end, the Company proposes the dividend of surplus as described below. The Company does not propose any other appropriation of surplus. Matters concerning the year-end dividend Considering the business results for the fiscal year ended February 28, 2022, future business development, and other factors, the Company proposes the year-end dividend as described below. (1) Dividend type Cash (2) Allocation of dividend and aggregate amount to be distributed The Company proposes an ordinary dividend ¥13 per share of common stock. As a result, the aggregate amount of the year-end dividend will be ¥705,786,887. As the Company has already paid an interim dividend of ¥13 per share on November 15, 2021, the annualized dividend of surplus for the 39th fiscal year will be ¥26 per share, and the aggregate amount of the dividend of surplus for the 39th fiscal year will be ¥1,411,573,774. (3) Effective date of dividend of surplus May 26, 2022 – 3 – Proposal 2: Partial Amendments to the Articles of Incorporation 1. Reason for the proposal a. The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows. (1) The proposed Article 14, Paragraph 1 provides that information contained in the Reference Documents for the General Meeting of Shareholders, Etc. shall be provided electronically. (2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to shareholders who have requested it. (3) The provisions related to internet disclosure and deemed provision of the Reference Documents for the General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) shall become unnecessary and shall therefore be deleted. (4) In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. b. The proposed Article 30, Paragraph 2 is to correct typographical errors in Japanese. (There are no (Amended parts are underlined.) Proposed Amendments changes made in English.) 2. Details of amendments The details of the amendments are as follows. Current Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 14 The Company may, when convening a general meeting of shareholders, deem that it has provided information to shareholders pertaining to matters to be described or indicated in the Reference Documents for the General Meeting of Shareholders, Business Report, Non-consolidated Financial Statements, and Consolidated Financial Statements, by disclosing such information through the Internet in accordance with the provisions provided in the Ordinance of the Ministry of Justice. (Measures for Electronic Provision, Etc. of Materials for General Meetings of Shareholders) – 4 – Current Articles of Incorporation Proposed Amendments Article 14 The Company shall, when (Method of Appointment) Article 30 2. The appointment of Audit & 2. The appointment of Audit & Supervisory Board Members to be elected at a general meeting of shareholders shall be resolved by a majority vote of the shareholders present who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are eligible to exercise voting rights. convening a general meeting of shareholders, provide information contained in the Reference Documents for the General Meeting of Shareholders, Etc. electronically as stipulated in Article 325-2 of the Companies Act. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ordinance of the Ministry of Justice in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. (Method of Appointment) Article 30 Supervisory Board Members to be elected at a general meeting of shareholders shall be resolved by a majority vote of the shareholders present who hold shares representing in aggregate not less than one-third (1/3) of the voting rights of all shareholders who are eligible to exercise voting rights. Supplementary provisions (Transitional Treatment regarding the Electronic Provision of Materials for General Meetings of Shareholders) Article 1 The deletion of Article 14 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation and the proposed new establishment of Article 14 (Measures for Electronic Provision, Etc. of Materials for General Meetings of Shareholders) shall come into effect on – 5 – Current Articles of Incorporation Proposed Amendments September 1, 2022 (the “Effective Date”). 2. Notwithstanding the provisions of the preceding paragraph, Article 14 of the current Articles of Incorporation shall remain in force with respect to a general meeting of shareholders to be held on a date within six months from the Effective Date. 3. These supplementary provisions shall be deleted after the lapse of six months from the Effective Date or the lapse of three months from the date of the general meeting of shareholders set forth in the preceding paragraph, whichever is later. – 6 – Proposal 3: Election of Seven (7) Directors Shareholders. The terms of office of all seven (7) Directors will expire at the conclusion of this General Meeting of Accordingly, the Company proposes the election of seven (7) Directors. To establish an appropriate governance system, the Company decides on Director candidates at meetings of the Board of Directors based on advice given by the Director Nomination and Remuneration Committee, which is chaired by an Independent Outside Director. The Company’s Articles of Incorporation provides for up to eight (8) Directors, under the basic policy that the Board of Directors comprises a balance of internal Directors with experience and knowledge in business divisions, management, etc. and Outside Directors with more diverse backgrounds of professional knowledge and experience, in order that the Board of Directors as a whole can make decisions and supervise business execution appropriately and flexibly. In order to ensure effective, independent and objective oversight of the management, a majority of the Directors comprising the Company’s Board of Directors are non-executive Directors, and one-third (1/3) of the Directors are Independent Outside Directors. Furthermore, the Company has established an Independent Outside Officers Committee comprising Independent Outside Directors and Independent Outside Audit & Supervisory Board Members to deliberate and review material transactions and actions where the interests of the controlling shareholders conflict with those of minority shareholders. The candidates for Directors are as follows. [Reappointment] ⚫ ⚫ ⚫ ⚫ [Reappointment] ⚫ ⚫ ⚫ ⚫ ⚫ No. Name Position President and Representative Director Executive Senior Vice President [Reappointment] Director [Reappointment] [Non-executive] [Reappointment] [Outside] [Independent] [Reappointment] [Outside] [Independent] [Reappointment] [Outside] [Independent] Director Director Director Director 1 2 3 4 5 6 7 Katsuki Saito Hisako Inoue Takeharu Tsutsumi Kenji Yamakawa Nobuaki Omura Matsuo Iwata Koetsu Sanga Skills and experience tnemeganam etaroproC yrtsudni noitacudE secruoser namuh/lennosreP tnempoleved selas/gnitekraM ksir/ecnailpmoC tnemeganam gnitnuocca/ecnaniFTerm of office as Director (at the conclusion of this General Meeting of Shareholders) TI ⚫ ⚫ 17 years, 9 months 19 years, 6 months 2 years 6 years 9 years 8 years ⚫ ⚫ 2 years ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ ⚫ – 7 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Katsuki Saito (May 20, 1964) [Reappointment] [Attendance at the Board of Directors meetings] 11/11 (100%) 1 Joined the Company Director June 1998 August 2004 September 2005 Director, General Manager of the Sales Division October 2007 June 2008 June 2009 May 2010 Director, General Manager of the Educational Affairs Division and Assistant General Manager of the Business Division Director, General Manager of the Business Division Director, General Manager of the East Japan Region Business Division Director, General Manager of the Business Division November 2011 Director, Innovation Implementation Officer Director, School Administration & Marketing June 2012 Officer, General Manager of the No. 3 Business Division November 2012 Director, School Administration & Marketing June 2013 May 2014 July 2016 April 2018 January 2020 June 2020 November 2021 April 2022 Officer, General Manager of the No. 2 and No. 3 Business Divisions Director, General Manager of the School Business Division President and Representative Director Chair of the Education Industry Committee at the Japan Hospitality Movement Association (current position) Director of the Japan Hospitality Movement Association (current position) Representative Director and Chairman of the Board at HRBC Co., Ltd. Councillor of the KEIDANREN (Japan Business Federation) (current position) President and Representative Director, General Manager of the Education Division at the Company (current position) Director of the Japan Association of Corporate Executives (current position) 38,400 [Reason for nomination as candidate for Director] Mr. Katsuki Saito is involved mainly in the Education Business Division and has abundant operational experience and management expertise in the Company. He has served as General Manager of the Sales Division, General Manager of the Business Division, Director, and other positions, and as President and Representative Director (current position) since 2014. In the 39th fiscal year, Mr. Saito fulfilled his duties as General Manager of the Education Business Division by taking the lead in business continuity during the COVID-19 pandemic, and as President and Representative Director by launching a new medium-term management plan called “Hospitality Management 2023” to achieve record net sales. In the 40th fiscal year as well, the Company believes that he will contribute further to the promotion of business management and the growth of corporate value under pandemic conditions, and therefore proposes his reappointment as Director. – 8 – No. 2 Hisako Inoue (December 15, 1965) [Reappointment] [Attendance at the Board of Directors meetings] 11/11 (100%) Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Joined the Company General Manager of the Business Division July 1995 October 2002 November 2002 Director September 2005 Director, General Manager of the Business May 2006 October 2007 May 2010 June 2012 June 2013 January 2014 May 2014 December 2014 April 2015 Division Representative Director and Executive Senior Vice President Representative Director and Executive Senior Vice President, General Manager of the Human Resources Division Director, General Manager of the Business Foundations Division Director, Compliance Officer Director, General Manager of the Corporate Planning Division Director, General Manager of the Human Resources Development Division Executive Senior Vice President, General Manager of the Human Resources Development Division Executive Senior Vice President (current position) Director of the Personnel Strategy Department at Benesse Holdings, Inc. 46,000 [Reason for nomination as candidate for Director] Ms. Hisako Inoue is involved mainly in the Education Business Division, Business Foundations Division, and Human Resources Development Division, and has extensive expertise including abundant business experience in various departments of the Company. She has served as General Manager of the Business Division, General Manager of the Business Foundations Division, General Manager of the Human Resources Development Division, Representative Director and Executive Senior Vice President, Compliance Officer, and other positions. In the 39th fiscal year, Ms. Inoue fulfilled her duties as Executive Senior Vice President by continuously implementing thorough risk management during the COVID-19 pandemic and taking initiatives to rebuild the IT base. In the 40th fiscal year as well, the Company believes that she will contribute further to the promotion of business management and the growth of corporate value under pandemic conditions, and therefore proposes her reappointment as Director. – 9 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Takeharu Tsutsumi (December 12, 1974) [Reappointment] [Attendance at the Board of Directors meetings] 11/11 (100%) 3 February 1997 January 2002 June 2010 Joined the Company General Manager of the Metropolitan Area Business Division’s No. 5 Regional Supervisory Department General Manager of the Kanagawa Business Division November 2011 General Manager of the No. 2 Business Division November 2012 General Manager of the Marketing Division December 2014 General Manager of the Education Business June 2015 May 2017 January 2020 May 2020 March 2022 Division and General Manager of the Marketing Division General Manager of the Education Business Division Executive Officer Director, HRBC Co., Ltd. Director (current position) Director, HRBC Co., Ltd. (current position) 8,000 [Significant concurrent positions] Director, HRBC Co., Ltd. [Reason for nomination as candidate for Director] Mr. Takeharu Tsutsumi is involved mainly in the Education Business Division and the Marketing Division and has extensive expertise including business experience in various departments of the Company. He has served as General Manager of the Business Division, General Manager of the Marketing Division, Executive Officer, Director, and other positions. In the 39th fiscal year, Mr. Tsutsumi was mainly in charge of corporate strategy and finance/accounting. He fulfilled his duties in part by taking initiatives to promote stable business continuity and making constructive comments at meetings of the Board of Directors and others based on his insight and experience. In the 40th fiscal year as well, the Company believes that he will contribute further to the promotion of business management and the growth of corporate value under pandemic conditions, and therefore proposes his reappointment as Director. – 10 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held 4 Kenji Yamakawa (February 6, 1964) [Reappointment] [Non-executive] [Attendance at the Board of Directors meetings] 11/11 (100%) April 1986 April 2013 June 2013 January 2014 Joined Fukutake Publishing Co., Ltd. (currently Benesse Holdings, Inc.) Director and Deputy General Manager of the Education Business Division at Benesse Corporation Director, Corporate Executive Vice President of the Education Business Division, and Executive Vice President of the Cram Schools Business Division at Benesse Corporation Director, Vice President, Corporate Executive Vice President of the Education Business Division, and Executive Vice President of the Cram Schools Business Division at Benesse Corporation Executive Officer at Benesse Holdings, Inc. May 2015 June 2015 July 2015 April 2014 November 2014 General Manager of the Domestic Education Business Company’s Area Business Division at Benesse Holdings, Inc. Director, General Manager of the Domestic Education Business Company’s Area Business Division at Benesse Corporation General Manager of the Domestic Education Company’s Location Business Implementation Division at Benesse Holdings, Inc. General Manager of the Domestic Education Company’s Location Business Implementation Division at Benesse Corporation Director of UP Inc. (current position) General Manager of the Seminar and Prep School Company’s Location Business Implementation Divisions at Benesse Holdings, Inc. General Manager of the Seminar and Prep School Company’s Location Business Implementation Divisions at Benesse Corporation Executive Officer at Benesse Holdings, Inc. Executive Officer at Benesse Corporation Director at Ochanomizu Seminar Co., Ltd. Director at Tokyo Educational Institute Co., Ltd. (current position) Director at the Company (current position) Director at Benesse Corporation Director at Minerva Intelligence Co., Ltd. (currently Benesse BE studio Inc.) Senior Executive Officer at Benesse Holdings, Inc. President Ochanomizu Seminar Co., Ltd. Director at Benesse BE studio Inc. (current position) Director at Ochanomizu Seminar Co., Ltd. (current position) Director at StudyHacker Inc. Director and Executive Vice President at Benesse Corporation February 2016 April 2016 May 2016 June 2016 April 2017 and Representative Director of June 2020 December 2017 April 2020 April 2018 July 2017 – 11 – — No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held April 2021 April 2022 Director at Benesse i-Career Co., Ltd. (current position) Group Executive Officer at Benesse Holdings, Inc. Vice President, Executive Officer at Benesse Corporation Senior Managing Executive Officer at Benesse Holdings, Inc. (current position) Director, Vice President, Executive Officer, General Manager of the Cram School and Classroom Business Company at Benesse Corporation (current position) Director at Classi Corp. (current position) [Significant concurrent positions] Senior Managing Executive Officer at Benesse Holdings, Inc. Director, Vice President, Executive Officer, General Manager of the Cram School and Classroom Business Company at Benesse Corporation Director of UP Inc. Director at Tokyo Educational Institute Co., Ltd. Director at Ochanomizu Seminar Co., Ltd. Director at Benesse BE studio Inc. Director at Benesse i-Career Co., Ltd. Director at Classi Corp. [Reason for nomination as candidate for Director] Based on his wealth of experience and insight gained from many years in the education industry, Mr. Kenji Yamakawa promotes the management of the Benesse Group, leveraging his involvement in the management of major companies in the Group, including as Senior Managing Executive Officer at Benesse Holdings, Inc. and Vice President and Executive Officer of Benesse Corporation, and provides advice to the Company’s executive management from wide-ranging perspectives. In the belief that he will continue to make wide-ranging contributions to the Company’s management, the Company proposes his reappointment Director. – 12 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Nobuaki Omura (September 24, 1948) [Reappointment] [Outside] [Independent] [Attendance at the Board of Directors meetings] 11/11 (100%) 5 April 1971 July 1993 June 1997 April 1999 April 2003 June 2003 April 2005 April 2006 April 2010 June 2010 August 2012 May 2013 Joined Daiwa Securities Co. Ltd. President of Daiwa Securities America Inc. (currently Daiwa Capital Markets America Inc.) Director at Daiwa Securities Co. Ltd. Executive Managing Director at Daiwa Securities SB Capital Markets Co. Ltd. (currently Daiwa Securities Co. Ltd.) Senior Managing Director at Daiwa Securities SMBC Co. Ltd. (currently Daiwa Securities Co. Ltd.) Senior Executive Managing Director at Daiwa Securities Group Inc. Chairman of Daiwa Securities SMBC Europe Ltd. (currently Daiwa Shoken Capital Markets Europe Ltd.) President & CEO of Daiwa SB Investments Ltd. Special Advisor to Daiwa SB Investments Ltd. Part-time Audit & Supervisory Board Member at Tokyo Financial Exchange Inc. Executive Director at Daiwa Office Investment Corporation Outside Director at the Company (current position) 5,000 [Reason for nomination as candidate for Outside Director and expected roles] Based on his wealth of experience and insight gained from many years in the finance industry, Mr. Nobuaki Omura actively comments and makes recommendations to the Company’s executive management in the Board of Directors, Director Nomination and Remuneration Committee, and Independent Outside Officers Committee from independent, objective and wide-ranging perspectives. He also fulfills the duties of Chair of the Director Nomination and Remuneration Committee. In the belief that he will continue to make wide-ranging contributions to the Company’s management, the Company proposes his reappointment as Outside Director. Mr. Omura’s term of service as Outside Director will be nine (9) years at the conclusion of this General Meeting of Shareholders. – 13 – No. Name (Date of birth) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Matsuo Iwata (June 2, 1958) [Reappointment] [Outside] [Independent] [Attendance at the Board of Directors meetings] 11/11 (100%) 6 April 1982 February 1995 October 1996 July 1999 April 2001 June 2003 April 2005 June 2009 June 2012 October 2013 May 2014 June 2015 January 2017 Joined Nissan Motor Co., Ltd. Joined Gemini Consulting Japan Joined Coca-Cola (Japan)Co., Ltd. Executive Managing Director at Coca-Cola Beverage Services Co., Ltd. President and Representative Director of Atlus Co., Ltd. Board Director and Senior Executive Officer at Takara Co., Ltd. (currently Tomy Company, Ltd.) President and Representative Director of Ion Forest Co., Ltd. Representative Director CEO of Starbucks Coffee Japan, Ltd. Outside Director at Ootoya Holdings Co., Ltd. Managing Director at Innovation Network Corporation of Japan (currently Japan Investment Corporation) President and Representative Director of Leadership Consulting Inc. (current position) Outside Director at the Company (current position) Outside Director at Kotobuki Spirits Co., Ltd. (current position) Representative Director of Cloud Work Support (current position) [Significant concurrent positions] President and Representative Director of Leadership Consulting Inc. Outside Director at Kotobuki Spirits Co., Ltd. — [Reason for nomination as candidate for Outside Director and expected roles] Mr. Matsuo Iwata has been involved in corporate management of many years and, based on his wealth of experience and insight, as well as his experience as an outside director of other companies, he actively comments and makes recommendations to the Company’s executive management in the Board of Directors, Director Nomination and Remuneration Committee, and Independent Outside Officers Committee from independent, practical and wide-ranging perspectives. In the belief that he will continue to make wide-ranging contributions to the Company’s management, the Company proposes his reappointment as Outside Director. Mr. Iwata’s term of service as Outside Director will be eight (8) years at the conclusion of this General Meeting of Shareholders. – 14 – No. 7 Name (Date of birth) Koetsu Sanga (October 30, 1955) [Reappointment] [Outside] [Independent] [Attendance at the Board of Directors meetings] 11/11 (100%) Career summary, positions, responsibilities, and significant concurrent positions Number of shares of the Company held Joined Arthur Andersen LLP April 1978 November 1978 Analyst, Andersen Consulting (currently Accenture Japan Ltd.) Registered as Certified Public Accountant March 1981 September 1990 Partner, Andersen Consulting (currently Accenture Japan Ltd.) Representative Director and President, Satiscom Co., Ltd. Principal, ABeam Consulting Ltd. Advisor, ABeam Consulting Ltd. Management Director, DX Business Division, Layers Consulting Co., Ltd. Outside Director at the Company (current position) February 2003 June 2018 July 2018 August 2000 May 2020 — [Reason for nomination as candidate for Outside Director and expected roles] Based on his wealth of experience and insight gained from many years in the IT industry, particularly in the areas of management and IT strategy consulting, Mr. Koetsu Sanga actively comments and makes recommendations to the Company’s executive management in the Board of Directors and Independent Outside Officers Committee from independent, practical and wide-ranging perspectives. In the belief that he will continue to make wide-ranging contributions to the Company’s management, the Company proposes his reappointment as Outside Director. Mr. Koetsu’s term of service as Outside Director will be two (2) years at the conclusion of this General Meeting of Shareholders. Notes: 1. There are no special interests between any of the Director candidates and the Company. 2. The positions and responsibilities of Director candidates Mr. Katsuki Saito and Mr. Takeharu Tsutsumi as executives of HRBC Co., Ltd., a subsidiary of the Company, for the past ten (10) years are as stated in “Career summary, positions, responsibilities, and significant concurrent positions.” 3. The positions and responsibilities of Director candidate Ms. Hisako Inoue as an executive of Benesse Holdings, Inc., the Company’s parent company, for the past ten (10) years are as stated in “Career summary, positions, responsibilities, and significant concurrent positions.” 4. The positions and responsibilities of Director candidate Mr. Kenji Yamakawa as an executive of the Company’s parent company, Benesse Holdings, Inc., and its subsidiaries for the past ten (10) years are as stated in “Career summary, positions, responsibilities, and significant concurrent positions.” 5. Benesse Holdings, Inc., Benesse Corporation, UP Inc., Tokyo Educational Institute Co., Ltd., Ochanomizu Seminar Co., Ltd., Benesse BE studio Inc., Benesse i-Career Co., Ltd., StudyHacker Inc., Classi Corp. and HRBC Co., Ltd. are specified associated service providers as set forth in Article 2, Paragraph 3, Item 19 of the Regulations for Enforcement of the Companies Act. 6. Director candidates Mr. Nobuaki Omura, Mr. Matsuo Iwata, and Mr. Koetsu Sanga are candidates for Outside Director. Should Mr. Omura, Mr. Iwata, and Mr. Sanga be re-elected as proposed, the Company plans that they will be Independent Directors pursuant to the provisions set forth by Tokyo Stock Exchange, Inc. 7. The Company has entered into liability limitation agreements with Mr. Nobuaki Omura, Mr. Matsuo Iwata, and Mr. Koetsu Sanga that limit their liability to the amount set forth in Article 425, Paragraph 1 of the Companies Act. Should they be re-elected as proposed, the Company intends to continue the agreements. The Company has also entered into a liability limitation agreement with Mr. Kenji Yamakawa. Should he be elected as proposed, the Company plans to appoint him as a non-executive Director, so the Company intends to continue the agreement. 8. The Company’s parent company, Benesse Holdings, Inc., has concluded a directors and officers liability insurance (D&O insurance) contract with an insurance company that insures the Directors and Audit & Supervisory Board Members of the parent company and its group companies. The Company pays for a portion of the insurance premiums for this insurance policy. Should all of the Company’s candidates for Director be elected as proposed, they will continue to be covered by this D&O insurance policy. The insurance policy is due to be renewed in June 2022. – 15 – proposal. Name (Date of birth) Proposal 4: Election of Two (2) Audit & Supervisory Board Members The terms of office of Audit & Supervisory Board Members Mr. Yutaka Fujita and Mr. Masahiro Nagasawa will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two (2) Audit & Supervisory Board Members. The Company has obtained the approval of the Audit & Supervisory Board to put forward this The candidates for Audit & Supervisory Board Member are as follows: Career summary, positions and significant concurrent positions Number of shares of the Company held September 1994 September 1996 General Manager of the Metropolitan Area Joined the Company November 2002 General Manager of the Metropolitan Area No. Yutaka Fujita (May 4, 1955) [Reappointment] [Attendance at the Board of Directors meetings] 11/11 (100%) [Attendance at the Audit & Supervisory Board meetings] 12/12 (100%) 1 June 1998 July 2000 June 2003 October 2007 June 2012 February 2013 May 2013 March 2021 Business Division’s No. 1 Regional Supervisory Department General Manager of the Personnel Department General Manager of the Human Resources Development Division 10 Regional Business Department General Manager of the Kyushu Regional Business Department General Manager of the Personnel Department General Manager of Customer Consultation Rooms Chair of the Crisis Management Committee Full-time Audit & Supervisory Board Member (current position) Audit & Supervisory Board Member of HRBC Co., Ltd. (current position) [Significant concurrent positions] Audit & Supervisory Board Member of HRBC Co., Ltd. 55,300 [Reason for nomination as candidate for Audit & Supervisory Board Member] Working mainly in the Business Division, Personnel Department, Human Resources Development Department, and Customer Consultation Rooms, Mr. Yutaka Fujita served as General Manager of Regional Business Departments, General Manager of the Personnel Department, General Manager of the Human Resources Development Department, and General Manager of the Customer Consultation Rooms, and Chair of the Crisis Management Committee before becoming the Company’s Full-time Audit & Supervisory Board Member (current position) in 2013. As such, he has gained a wealth of operational experience and wide-ranging insight. During his term of office, Mr. Fujita engaged in his duties as Full-time Audit & Supervisory Board Member through regular interviews with the Representative Directors, executive Directors, and other personnel, and attendance at important meetings. In the belief that he will continue to leverage the experience he has gained to date as the Company’s Full-time Audit & Supervisory Board Member in audits at the Company, the Company proposes his reappointment as Audit & Supervisory Board Member. Mr. Fujita’s term of service as Full-time Audit & Supervisory Board Member will be nine (9) years at the conclusion of this General Meeting of Shareholders. – 16 – Name (Date of birth) Masahiro Nagasawa (April 1, 1954) [Reappointment] [Outside] [Independent] [Attendance at the Board of Directors meetings] 11/11 (100%) [Attendance at the Audit & Supervisory Board meetings] 12/12 (100%) 2 Career summary, positions and significant concurrent positions Number of shares of the Company held April 1979 October 1981 April 1984 March 1985 August 2002 July 2012 June 2013 July 2013 May 2014 June 2014 Joined Araki Tax Accounting Office Joined PricewaterhouseCoopers CPA Firm (currently PricewaterhouseCoopers Aarata LLC) Joined KPMG AZSA & Co. (currently KPMG AZSA LLC) Licensed as a certified public accountant Partner at Asahi & Co. (currently KPMG AZSA LLC) Founded Nagasawa CPA Accounting Office Appointed Representative of the accounting office (current position) Representative Director of Seiran Consulting Co., Ltd. (current position) Outside Audit & Supervisory Board Member at Iwaki Co., Ltd. (current position) Outside Audit & Supervisory Board Member at Ito En, Ltd. Outside Audit & Supervisory Board Member at the Company (current position) Outside Audit & Supervisory Board Member at Muraki Corporation December 2014 Outside Audit & Supervisory Board Member at Hinokiya Group Co., Ltd. (current position) Outside Director at Muraki Corporation June 2016 [Significant concurrent positions] Representative at Nagasawa CPA Accounting Office Representative Director of Seiran Consulting Co., Ltd. Outside Audit & Supervisory Board Member at Iwaki Co., Ltd. Outside Audit & Supervisory Board Member at Hinokiya Group Co., Ltd. — [Reason for nomination as candidate for Outside Audit & Supervisory Board Member] After working mainly as a partner of an audit firm in his capacity as a certified public accountant, Mr. Masahiro Nagasawa founded his own CPA firm, and he has also served as Outside Audit & Supervisory Board Member and Outside Director at other companies. In doing so, he has gained a wealth of operational experience and wide-ranging insight. During his term of office, Mr. Nagasawa engaged in his duties as Outside Audit & Supervisory Board Member through attendance at meetings of the Audit & Supervisory Board, Board of Directors, Independent Outside Officers Committee, and other meetings. In the belief that he will leverage his wealth of experience and expert insight as a certified public accountant in audits at the Company, the Company proposes his reappointment as Outside Audit & Supervisory Board Member. Mr. Nagasawa’s term of service as Outside Audit & Supervisory Board Member will be eight (8) years at the conclusion of this General Meeting of Shareholders. Notes: 1. There are no special interests between any of the Audit & Supervisory Board Member candidates and the Company. 2. The positions and responsibilities of Audit & Supervisory Board Member candidate Mr. Yutaka Fujita as an executive of HRBC Co., Ltd., a subsidiary of the Company, for the past ten (10) years are as stated in “Career summary, positions and significant concurrent positions.” 3. The positions and responsibilities of Audit & Supervisory Board Member candidate Mr. Masahiro Nagasawa as an executive or officer for the past ten (10) years are as stated in “Career summary, positions and significant concurrent positions.” 4. Mr. Masahiro Nagasawa is a candidate for Outside Audit & Supervisory Board Member. Should he be re-elected as proposed, the Company plans that he will be an Independent Audit & Supervisory Board Member pursuant to the provisions set forth by Tokyo Stock Exchange, Inc. – 17 – 5. The Company has entered into liability limitation agreements with Mr. Yutaka Fujita and Mr. Masahiro Nagasawa that limit their liability to the amount set forth in Article 425, Paragraph 1 of the Companies Act. Should they be re-elected as proposed, the Company intends to continue the agreements. 6. The Company’s parent company, Benesse Holdings, Inc., has concluded a directors and officers liability insurance (D&O insurance) contract with an insurance company that insures the Directors and Audit & Supervisory Board Members of the parent company and its group companies. The Company pays for a portion of the insurance premiums for this insurance policy. Should all of the Company’s candidates for Audit & Supervisory Board Member be elected as proposed, they will continue to be covered by this D&O insurance policy. The insurance policy is due to be renewed in June 2022. – 18 –