ＤＣＭホールディングス（3050） – 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: 3050 May 2, 2022 Dear Shareholders, Toshihiro Hisada Chairman and Representative Director, CEO DCM Holdings Co., Ltd. 6-22-7 Minamioi, Shinagawa-ku, Tokyo Notice of the 16th Ordinary General Meeting of Shareholders We are pleased to announce the 16th Ordinary General Meeting of Shareholders of DCM Holdings Co., Ltd. (the “Company”). The meeting will be held as described below. In order to prevent the spread of the novel coronavirus disease (COVID-19), we would like to advise our shareholders to refrain from attending the General Meeting of Shareholders in person, if at all possible. Instead of attending the meeting in person, you may exercise your voting rights on the Internet or in writing. Please review the attached Reference Documents for the General Meeting of Shareholders and indicate your approval or disapproval for each proposal on the enclosed Voting Card, and post it so as to arrive no later than 5:45 p.m. on Wednesday, May 25, 2022 (JST), or vote via the Exercise of Voting Rights Website designated by the Company (https://evote.tr.mufg.jp/). 1. Date and Time: Thursday, May 26, 2022, at 10:00 a.m. (JST) (Reception for attendees begins at 9:00 a.m.) 2. Venue: Providence Hall (2F), Tokyo Prince Hotel 3-3-1 Shiba-koen, Minato-ku, Tokyo 3. Purpose of the Meeting Matters to be reported: 1. Business Report and Consolidated Financial Statements for the 16th Fiscal Year (from March 1, 2021 to February 28, 2022), as well as the Audit Reports of the Consolidated Financial Statements by the Accounting Auditor and the Audit Board 2. Non-consolidated Financial Statements for the 16th Fiscal Year (from March 1, 2021 to February 28, 2022) Matters to be resolved: Proposal 1: Proposal 2: Proposal 3: Proposal 4: Proposal 5: Proposal 6: Proposal 7: Proposal 8: Appropriation of Surplus Partial Amendments to the Articles of Incorporation (1) Partial Amendments to the Articles of Incorporation (2) Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Five (5) Directors Who Are Audit and Supervisory Committee Members Setting of Amount of Remuneration for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Setting of Amount of Remuneration for Directors Who Are Audit and Supervisory Committee Members Revisions of Details of Performance-Linked Share-Based Remuneration Plan to Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) and Executive Officers 4. Matters Decided for Convocation (1) (2) If the voting rights are exercised multiple times both in writing and via the Internet: Please note that your voting via the Internet shall prevail, if you exercise your voting rights both in writing and via the Internet. If the voting rights are exercised multiple times via the Internet: If you exercise your voting rights more than once via the Internet, only the last vote shall be deemed effective. In addition, if you exercise your voting rights more than once using a PC, a smartphone and a mobile phone, only the last vote shall be deemed effective. – 1 – If you attend the meeting in person, please submit the enclosed Voting Card at the venue’s reception. In addition, please assist us in conserving resources by bringing this Notice with you. At this General Meeting of Shareholders, shareholders who are not able to attend in person will be able to view the proceedings of the meeting on the day via livestreaming over the Internet. Of the documents that should be provided with this notice of the Meeting, matters to be provided as “Significant basic matters for the preparation of Consolidated Financial Statements and other notes” and “Significant accounting policies and other notes” are posted on the Company’s website in accordance with the provisions of laws and regulations and the Company’s Articles of Incorporation, and are not provided in the attached documents. In addition to matters stated in the attached documents, matters to be provided as “Significant basic matters for the preparation of Consolidated Financial Statements and other notes” and “Significant accounting policies and other notes” are also included in the Consolidated and Non-Consolidated Financial Statements audited by the Auditors and the Accounting Auditor in the course of preparing the Audit Report and Accounting Auditor’s Report respectively. If we need to revise the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial Statements, or the Non-consolidated Financial Statements, we will post the revised content on the Company’s website (https://www.dcm-hldgs.co.jp/grp/). Measures to prevent the spread of COVID-19 In order to prevent the infection risk of COVID-19, we would like to strongly advise our shareholders to refrain from attending the General Meeting of Shareholders in person, instead, exercise your voting rights beforehand via the Internet or in writing. Shareholders attending the General Meeting of Shareholders are kindly requested to check the status of the spread of infections as well as their physical condition as of the date of the General Meeting of Shareholders, and to take precautions against infection such as wearing a mask at the venue. We request your cooperation as we may take measures to prevent infection at the venue on the day of the General Meeting of Shareholders. If there will be changes to the General Meeting of Shareholders due to future circumstance, we will post details on the Company’s Internet website (https://www.dcm-hldgs.co.jp/grp/). – 2 – Guidance for Exercising Voting Rights Voting rights for a general meeting of shareholders are important rights for our shareholders. Please review the attached Reference Documents for the General Meeting of Shareholders and exercise your voting rights. There are three ways to exercise your voting rights. If you are attending the General Meeting of Shareholders Please submit the enclosed Voting Card at the venue’s reception. Date and Time Thursday, May 26, 2022, at 10:00 a.m. (JST) (Reception for attendees begins at 9:00 a.m.) If you are exercising voting rights in writing (by postal mail) Please indicate your approval or disapproval of each proposal in the enclosed Voting Card, and mail it back to the Company without postage. Deadline for the exercise of voting rights The Voting Card must arrive no later than 5:45 p.m. on Wednesday, May 25, 2022 (JST) If you are exercising voting rights via the Internet Please follow the instructions on the next page to indicate your approval or disapproval of each proposal. Deadline for the exercise of voting rights 5:45 p.m. on Wednesday, May 25, 2022 (JST) When voting rights are exercised both in writing (by postal mail) and via the Internet, the vote received via the Internet shall be deemed effective. In addition, when voting rights are exercised via the Internet more than once, the last vote shall be deemed effective. – 3 – Guidance for Exercising Voting Rights via the Internet How to read QR codes You may log in to the voting website without entering the log-in ID and temporary password shown on the Voting Card. 1. Please read the QR code on the Voting Card. *“QR Code” is a registered trademark of DENSO WAVE INCORPORATED. 2. Please follow on-screen instructions to indicate your approval or disapproval of each proposal. Login using the QR code is valid only once. If you wish to exercise your voting rights again or without using the QR code, please see “How to enter log-in ID and temporary password” below. How to enter log-in ID and temporary password Voting website: https://evote.tr.mufg.jp/ 1. Please access the voting website. 2. Please enter the “log-in ID and temporary password” shown on the Voting Card and click Login. 3. Register a new password. 4. Please follow on-screen instructions to indicate your approval or disapproval of each proposal. If you have any questions concerning how to operate your PC, smartphone, or mobile phone for exercising your voting rights via the Internet, please address inquiries to the following point of contact. Help Desk, Stock Transfer Agency, Mitsubishi UFJ Trust and Banking Corporation Phone: 0120-173-027 (toll free within Japan; 9:00 a.m. to 9:00 p.m. (JST)) Institutional investors may use the Electronic Proxy Voting Platform for Institutional Investors operated by ICJ, Inc. – 4 – Reference Documents for the General Meeting of Shareholders Appropriation of Surplus Proposal 1: The Company proposes the appropriation of surplus as follows. Matters regarding Year-end Dividend The Company proposes the year-end dividend for the 16th Fiscal Year as follows, after consideration of operating results for the current fiscal year, the future business development and other factors. – Type of dividend property: Cash – Dividend property allotment to shareholders and total amount thereof Dividends per common share of the Company: ¥17 Total amount of dividends: ¥2,538,687,707 – Date of effectiveness of dividends: May 27, 2022 – 5 – Proposal 2: 1. Reasons for the Proposal Partial Amendments to the Articles of Incorporation (1) (1) The Company will make a transition to a company with audit and supervisory committee from the perspective of further improving corporate governance. To effect this change, the Company will establish new provisions relating to the Audit and Supervisory Committee and its members and delete the existing provisions relating to the Audit Board and its members, as required for the transition to a company with audit and supervisory committee. (2) Furthermore, the Company will newly establish Article 42 (Body for Determining Dividends of Surplus, etc.) of the Articles of Incorporation and delete the existing Article 6 (Acquisition of Treasury Stock) of the Articles of Incorporation containing duplicate content as shown in the proposed amendments. The purpose of these amendments is to adopt flexible capital and dividend policies and enable the payment of dividends of surplus, etc. by a resolution of the Board of Directors pursuant to the provisions of Article 459, Paragraph (1) of the Companies Act. In addition to the above, the Company will make changes to the numbering of its Articles of Incorporation following the establishment and deletion of provisions. (3) (4) The amendments to the Articles of Incorporation proposed in this proposal shall take effect at the conclusion of this General Meeting of Shareholders. 2. Details of the Proposed Amendments Details of the amendments are as follows: Existing Articles of Incorporation CHAPTER 1 GENERAL PROVISIONS (Amendments are underlined.) Proposed Amendments CHAPTER 1 GENERAL PROVISIONS Articles 1 to 3 (Articles Omitted) Articles 1 to 3 (Not Amended) (Establishment of Bodies) Article 4 The Company shall have a general meeting of shareholders and Directors, as well as a Board of Directors, Audit and Supervisory Committee, and Accounting Auditor. Article 4 (Article Omitted) Article 5 (Not Amended) CHAPTER 2 SHARES Article 5 (Article Omitted) (Acquisition of Treasury Stock) Article 6 CHAPTER 2 SHARES Article 6 (Not Amended) Pursuant to the provisions of Article 165, Paragraph (2) of the Companies Act, the Company may, by a resolution of the Board of Directors, acquire treasury stock through market transactions, etc. as stipulated in Paragraph (1) of said Act. Articles 7 to 18 (Articles Omitted) Articles 7 to 18 (Not Amended) CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS CHAPTER 4 DIRECTORS AND BOARD OF DIRECTORS (Number and Election Method) Article 19 (Number and Election Method) Article 19 1. The Company shall not have more than thirteen (13) Directors. 2. Directors shall be elected by a resolution at a general meeting of shareholders. 1. The Company shall not have more than thirteen (13) Directors (excluding Directors who are Audit and Supervisory Committee Members). 2. The Company shall not have more than seven (7) Directors who are Audit and Supervisory Committee Members. 3. Directors shall be elected by a resolution at a general meeting of shareholders. However, Directors who are Audit and Supervisory Committee Members shall be elected separately from other Directors. 3. to 4. (Paragraphs Omitted) Article 20 (Article Omitted) 4. to 5. (Not Amended) Article 20 (Not Amended) – 6 – (Term of Office) Article 21 Existing Articles of Incorporation Proposed Amendments 1. The term of office of each Director shall expire at the close of the ordinary general meeting of shareholders which will be convened in respect to the last fiscal year ending within two (2) years after their election to the office. (Term of Office) Article 21 1. The term of office of each Director (excluding Director who is an Audit and Supervisory Committee Member) shall expire at the close of the ordinary general meeting of shareholders which will be convened in respect to the last fiscal year ending within one (1) year after their election to the office. 2. The term of office of any Director elected to increase the number of Directors or fill a vacancy shall expire when the term of office of existing Directors expires. 2. The term of office of each Director who is an Audit and 3. The term of office of any Director who is an Audit and Supervisory Committee Member shall expire at the close of the ordinary general meeting of shareholders which will be convened in respect to the last fiscal year ending within two (2) years after their election to the office. Supervisory Committee Member, elected to fill a vacancy created by the resignation of a Director who is an Audit and Supervisory Committee Member before the end of his or her term of office, shall expire when the term of office of the resigned Director who is an Audit and Supervisory Committee Member would have expired. (Establishment of the Board of Directors) Article 22 The Company shall have a Board of Directors. (Directors with Specific Titles and Advisors) Article 23 (Directors with Specific Titles and Advisors) Article 22 1. The Board of Directors shall, by its resolution, appoint one 1. The Board of Directors shall, by its resolution, appoint one (1) President from among the Directors and may, as necessary, appoint one (1) Chairman, one or a small number of Vice Chairmen, one or a small number of Vice Presidents, one or a small number of Senior Managing Directors and one or a small number of Managing Directors. 2. (Paragraph Omitted) (Representative Directors) Article 24 The Board of Directors shall, by its resolution, appoint Representative Director(s). Article 25 (Article Omitted) (Notice of Meetings of the Board of Directors) Article 26 1. A notice for convening a meeting of the Board of Directors shall be given to each Director and each Auditor no later than three (3) days prior to the date of the meeting; However, this period may be shortened in the case of an emergency. (1) President from among the Directors (excluding Directors who are Audit and Supervisory Committee Members) and may, as necessary, appoint one (1) Chairman, one or a small number of Vice Chairmen, one or a small number of Vice Presidents, one or a small number of Senior Managing Directors and one or a small number of Managing Directors. (Not Amended) (Representative Directors) Article 23 2. The Board of Directors shall, by its resolution, appoint Representative Director(s) from among the Directors (excluding Directors who are Audit and Supervisory Committee Members). Article 24 (Not Amended) (Notice of Meetings of the Board of Directors) Article 25 1. A notice for convening a meeting of the Board of Directors shall be given to each Director no later than three (3) days prior to the date of the meeting; However, this period may be shortened in the case of an emergency. 2. With the consent of all Directors and Auditors, a meeting of the Board of Directors may be held without following the convocation procedure. 2. With the consent of all Directors, a meeting of the Board of Directors may be held without following the convocation procedure. Article 27 (Article Omitted) Article 26 (Not Amended) – 7 – Existing Articles of Incorporation Proposed Amendments (Delegation of Decision-making Authority Regarding the Execution of Important Operations) Article 27 Pursuant to the provisions of Article 399-13, Paragraph (6) of the Companies Act, the Company may, by a resolution of the Board of Directors, delegate to its Directors all or part of its decision-making authority regarding the execution of important operations (excluding the matters set forth in Article 399-13, Paragraph (5) of the Companies Act). (Minutes of Meetings of the Board of Directors) Article 28 (Minutes of Meetings of the Board of Directors) Article 28 The minutes of meetings of the Board of Directors shall document or record an outline of proceedings, meeting results, and other matters stipulated by laws and regulations. The chair of the meeting and attending Directors and Auditors shall write their names and affix their seals on or electronically sign the minutes. The minutes of meetings of the Board of Directors shall document or record an outline of proceedings, meeting results, and other matters stipulated by laws and regulations. The chair of the meeting and attending Directors shall write their names and affix their seals on or electronically sign the minutes. (Remuneration of Directors) Article 29 (Remuneration of Directors) Article 29 Salaries, bonuses, and other economic benefits Directors receive from the Company as consideration for the execution of their duties (hereinafter, collectively referred to as “remuneration”) shall be determined by a resolution at a general meeting of shareholders. Salaries, bonuses, and other economic benefits Directors receive from the Company as consideration for the execution of their duties (hereinafter, collectively referred to as “remuneration”) shall be determined by a resolution at a general meeting of shareholders. Remuneration of Directors who are Audit and Supervisory Committee Members shall be determined separately from that of other Directors by a resolution at a general meeting of shareholders. Articles 30 to 31 (Articles Omitted) Articles 30 to 31 (Not Amended) CHAPTER 5 AUDITORS AND AUDIT BOARD (Establishment of Auditors and the Audit Board) Article 32 The Company shall have Auditors and an Audit Board. (Number and Election Method) Article 33 1. The Company shall not have more than five (5) Auditors. 2. Auditors shall be elected by a resolution at a general meeting of shareholders. 3. The resolution for the election of Auditors shall require the presence of shareholders representing at least one-third (1/3) of the voting rights of the shareholders who may exercise voting rights on the issue and a majority vote. (Term of Office) Article 34 1. The term of office of each Auditor shall expire at the close of the ordinary general meeting of shareholders which will be convened in respect to the last fiscal year ending within four (4) years after their election to the office. 2. The term of office of any Auditor elected to fill a vacancy created by the resignation of an Auditor before the end of his or her term of office shall expire when the term of office of the resigned Auditor would have expired. (Full-time Auditors) Article 35 The Audit Board shall elect full-time Auditors from among the Auditors. – 8 – Proposed Amendments Existing Articles of Incorporation (Notice of Meetings of the Audit Board) Article 36 1. A notice for convening a meeting of the Audit Board shall be given to each Auditor no later than three (3) days prior to the date of the meeting; However, this period may be shortened in the case of an emergency. 2. With the consent of all Auditors, a meeting of the Audit Board may be held without following the convocation procedure. (Minutes of Meetings of the Audit Board) Article 37 The minutes of meetings of the Audit Board shall document or record an outline of proceedings, meeting results, and other matters stipulated by laws and regulations. Attending Auditors shall write their names and affix their seals on or electronically sign the minutes. (Remuneration of Auditors) Article 38 (Rules for the Audit Board) Article 39 Remuneration of Auditors shall be determined by a resolution at a general meeting of shareholders. Matters concerning the Audit Board shall be governed by the rules for the Audit Board established by the Audit Board, unless otherwise provided by laws and regulations or the Company’s Articles of Incorporation. (Exempting Auditors from Liability) Article 40 1. Pursuant to the provisions of Article 426, Paragraph (1) of the Companies Act, Auditors (including former Auditors) may, by a resolution of the Board of Directors, be exempt from the liability for damages stipulated in Article 423, Paragraph (1) of the Companies Act, to the extent permitted by laws and regulations. 2. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company may conclude agreements for the limitation of liability to compensate for damages prescribed in Article 423, Paragraph (1) of the same Act with Auditors. However, the maximum amount of the liability for damages based on said agreement shall be the amount prescribed in laws and regulations. CHAPTER 5 AUDIT AND SUPERVISORY COMMITTEE (Full-time Audit and Supervisory Committee Members) Article 32 The Audit and Supervisory Committee may, by its resolution, elect full-time members. (Notice of Meetings of the Audit and Supervisory Committee) Article 33 1. A notice for convening a meeting of the Audit and Supervisory Committee shall be given to each Audit and Supervisory Committee Member no later than three (3) days prior to the date of the meeting; However, this period may be shortened in the case of an emergency. 2. With the consent of all Audit and Supervisory Committee Members, a meeting of the Audit and Supervisory Committee may be held without following the convocation procedure. – 9 – Existing Articles of Incorporation Proposed Amendments (Minutes of Meetings of the Audit and Supervisory Committee) Article 34 The minutes of meetings of the Audit and Supervisory Committee shall document or record an outline of proceedings, meeting results, and other matters stipulated by laws and regulations. Attending Audit and Supervisory Committee Members shall write their names and affix their seals on or electronically sign the minutes. (Rules for the Audit and Supervisory Committee) Article 35 Matters concerning the Audit and Supervisory Committee shall be governed by the rules for the Audit and Supervisory Committee established by the Audit and Supervisory Committee, unless otherwise provided by laws and regulations or the Company’s Articles of Incorporation. CHAPTER 6 ACCOUNTING AUDITOR (Establishment of Accounting Auditor) Article 41 The Company shall have an Accounting Auditor. Articles 42 to 43 (Articles Omitted) (Remuneration of Accounting Auditor) Article 44 Remuneration of Accounting Auditor shall be determined by Representative Directors with the consent of the Audit Board. CHAPTER 6 ACCOUNTING AUDITOR Articles 36 to 37 (Not Amended) (Remuneration of Accounting Auditor) Article 38 Article 45 (Article Omitted) CHAPTER 7 ACCOUNTS Articles 46 to 47 (Articles Omitted) Articles 48 to 49 (Articles Omitted) Remuneration of Accounting Auditor shall be determined by Representative Directors with the consent of the Audit and Supervisory Committee. Article 39 (Not Amended) CHAPTER 7 ACCOUNTS Articles 40 to 41 (Not Amended) (Body for Determining Dividends of Surplus, Etc.) Article 42 The Company may, by a resolution of the Board of Directors, determine the matters set forth in items of Article 459, Paragraph (1) of the Companies Act, such as dividends of surplus, unless otherwise provided by laws and regulations. Articles 43 to 44 (Not Amended) (Supplementary Provisions) (Transitional Measures Concerning the Exemption of Auditors from Liability) Article 1 1. Pursuant to the provisions of Article 426, Paragraph (1) of the Companies Act, with respect to the acts undertaken before the partial amendments to the Company’s Articles of Incorporation resolved at the 16th Ordinary General Meeting of Shareholders come into effect, the Company may, by a resolution of the Board of Directors, release Auditors under Article 423, Paragraph (1) of the same Act (including former Auditors) from their liability for damages, to the extent permitted by laws and regulations. 2. With respect to the acts of Auditors (including former Auditors) undertaken prior to the close of the 16th Ordinary General Meeting of Shareholders, the agreement which limits liability for damages as stipulated in Article 423, Paragraph (1) of the Companies Act shall still be in accordance with Article 40, Paragraph 2 of the Articles of Incorporation in place prior to the amendments made by a resolution at the 16th Ordinary General Meeting of Shareholders. – 10 – Proposal 3: 1. Reasons for the Proposal Partial Amendments to the Articles of Incorporation (2) 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 15, 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 15, Paragraph 2 is to establish a provision to limit the scope of matters to be included in the paper copy to be sent to shareholders who have requested it. (3) The provisions related to the Internet disclosure and deemed provision of the reference documents for the general meeting of shareholders (Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore be deleted. In line with the above establishment and deletion of the provisions, supplementary provisions related to the effective date, etc. shall be established. (4) 2. Details of the Proposed Amendments The proposed amendments are additional amendments to be made to the Articles of Incorporation after the amendments proposed by Proposal 2: “Partial Amendments to the Articles of Incorporation (1)” are adopted. Details of the amendments are as follows: (Amendments are underlined.) Existing Articles of Incorporation Proposed Amendments (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 15 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 Ministry of Justice Order. (Measures for Electronic Provision, Etc.) Article 15 1. The Company shall, when convening a general meeting of shareholders, provide information contained in the reference documents for the general meeting of shareholders, etc. electronically. 2. Among the matters to be provided electronically, the Company may choose not to include all or part of the matters stipulated in the Ministry of Justice Order in the paper copy to be sent to shareholders who have requested it by the record date for voting rights. – 11 – Existing Articles of Incorporation Proposed Amendments (Supplementary Provisions) (Transitional Measures Related to Measures for Electronic Provision, Etc.) Article 2 1. The amendment to the Articles of Incorporation pertaining to Article 15 shall be effective from September 1, 2022, which is the date of enforcement of 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) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 15 of the Articles of Incorporation (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) shall remain effective regarding any general meeting of shareholders held on a date within six (6) months from the Date of Enforcement. 3. These Supplementary Provisions shall be deleted on the date when six (6) months have elapsed from the Date of Enforcement or three (3) months have elapsed from the date of the general meeting of shareholders in the preceding paragraph, whichever is later. – 12 – Proposal 4: Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) The terms of office of all ten (10) Directors will expire upon conclusion of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests the election of seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal). This proposal, however, can only take effect on condition that the amendments to the Articles of Incorporation in Proposal 2: “Partial Amendments to the Articles of Incorporation (1)” take effect. The candidates for Directors to be elected are as follows: Name Positions and areas of responsibility in the Company No. 1 2 3 Toshihiro Hisada Yasunori Ishiguro Keizo Honda 4 Toshimitsu Shimizu 5 6 7 Masayuki Nakagawa Hiroshi Ogame Koji Jitsukawa Reelection: Director candidate for reelection New candidate: Candidate for new Director Chairman and Representative Director, CEO Representative Director and President, COO Director Executive Officer Director Executive Officer In charge of Internal Control, General Affairs, Stocks, and Public Relations Director Executive Officer Director – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Toshihiro Hisada (December 19, 1946) Reelection 1 July 2001 June 2002 Sept. 2002 Mar. 2006 Sept. 2006 May 2007 Mar. 2012 May 2017 Mar. 2020 Joined Kahma Co., Ltd. (current DCM Co., Ltd.), Advisor Representative Director and Vice President, Kahma Co., Ltd. (current DCM Co., Ltd.) Representative Director and President, Kahma Co., Ltd. (current DCM Co., Ltd.) Representative Director and President, DCM Japan Co., Ltd. Representative Director and Vice President, the Company Representative Director and President, the Company Representative Director and President Executive Officer, the Company Representative Director and President, CEO, the Company Chairman and Representative Director, CEO, the Company (current position) Reasons for Nomination as Director Mr. Toshihiro Hisada has been Chairman and Representative Director, CEO of the Company and has extensive experience, proven track record and insights as a business manager. We have nominated him as a candidate for Director as we believe he is well qualified to lead the business management of the Group with his strong leadership and determination demonstrated toward the realizing of “Do Create Mystyle,” which is the management philosophy of the Company. Reelection Reelection Reelection Reelection Reelection Reelection New candidate Number of the Company’s shares held 186,126 shares – 13 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Yasunori Ishiguro (January 20, 1963) Reelection 2 4,193,262 shares Sept. 1991 Feb. 2003 Feb. 2006 Dec. 2007 May 2008 Mar. 2011 Mar. 2012 Mar. 2012 Sept. 2012 Mar. 2013 May 2014 May 2016 Dec. 2016 May 2017 May 2017 Mar. 2018 Mar. 2020 Mar. 2021 Mar. 2022 Joined Ishiguro Homa Corp. (current DCM Co., Ltd.) Managing Executive Officer, Homac Corp. (current DCM Co., Ltd.) Director and Senior Managing Executive Officer, Homac Corp. (current DCM Co., Ltd.) Director and Vice President, Homac Corp. (current DCM Co., Ltd.) Director, the Company Representative Director and President, Homac Corp. (current DCM Co., Ltd.) Director Executive Officer in charge of Product Development and New Business Development, the Company Representative Director and President Executive Officer, Homac Corp. (current DCM Co., Ltd.) Director Executive Officer in charge of Product Development and New Business Promotion, the Company Director Executive Officer in charge of Merchandising, the Company Director and Vice President Executive Officer in charge of Merchandising, the Company Representative Director and Vice President Executive Officer in charge of Merchandising, the Company Representative Director and Vice President Executive Officer in charge of Merchandising, Executive Manager of Merchandising Headquarters, the Company Representative Director and President, DCM Homac Co., Ltd. (current DCM Co., Ltd.) Representative Director and Vice President, COO in charge of Merchandising, Executive Manager of Merchandising Headquarters, the Company Representative Director and President, Executive Manager of Business Operating Headquarters, DCM Homac Co., Ltd. (current DCM Co., Ltd.) Representative Director and President, COO, the Company (current position) Representative Director and President, Executive Manager of Merchandising Headquarters, DCM Co., Ltd. Representative Director and President, DCM Co., Ltd. (current position) Important Concurrent Position(s) Representative Director and President, DCM Co., Ltd. Reasons for Nomination as Director Mr. Yasunori Ishiguro has been Representative Director and President, COO of the Company and has extensive experience, proven track record and insights as a business manager. We have nominated him as a candidate for Director as we believe he is well qualified to develop and promote the growth strategies of the Group with his strong leadership as a person responsible for business execution of the Company. – 14 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Keizo Honda (October 21, 1961) Reelection 3 10,830 shares Apr. 1985 Mar. 2007 Mar. 2009 Nov. 2009 Mar. 2012 Mar. 2013 Mar. 2015 May 2015 May 2016 May 2016 May 2018 Mar. 2019 May 2019 May 2019 Mar. 2021 Mar. 2022 Joined Oscar Co., Ltd. (current DCM Co., Ltd.) General Manager, Store Development Department, Oscar Co., Ltd. (current DCM Co., Ltd.) Division Senior Manager, Store Development Division and General Manager, Store Develop Division I, Oscar Co., Ltd. (current DCM Co., Ltd.) Division Senior Manager, Store Development Division and General Manager, Store Development Department and Construction Facility and Contract Management Department, the Company Executive Officer, Division Senior Manager, Store Development Division, Kahma Co., Ltd. (current DCM Co., Ltd.) Division Senior Manager, Store Development Division and General Manager, Store Development and Planning Department, the Company General Manager, Hodaka Division, DCM Kahma Co., Ltd. (current DCM Co., Ltd.) Executive Officer, General Manager, Hodaka Division and Store Development Department, DCM Kahma Co., Ltd. (current DCM Co., Ltd.) Director Executive Officer, General Manager, Hodaka Division and Store Development Department, DCM Kahma Co., Ltd. (current DCM Co., Ltd.) Director, Hodaka Co., Ltd. Director Executive Officer, Vice General Manager of Sales Headquarters, and General Manager, Hodaka Division, DCM Kahma Co., Ltd. (current DCM Co., Ltd.) Representative Director and President, Hodaka Co., Ltd. (current position) Representative Director and President, Executive Manager of Business Operating Headquarters, DCM Kahma Co., Ltd. (current DCM Co., Ltd.) Director Executive Officer, the Company (current position) Director and Vice President, Executive Manager of Sales Headquarters, DCM Co., Ltd. Director and Vice President, Executive Manager of Business Operating Headquarters, DCM Co., Ltd. (current position) Important Concurrent Position(s) Director and Vice President, Executive Manager of Business Operating Headquarters, DCM Co., Ltd. Reasons for Nomination as Director Mr. Keizo Honda has appropriately fulfilled his role as Director in making decisions over important business matters and overseeing business execution. We have nominated him as a candidate for Director as we believe he is well qualified to formulate and promote strategies to strengthen the management of the Group with his extensive experience, proven track record and insights. – 15 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held 4 Toshimitsu Shimizu (November 1, 1963) Reelection 10,140 shares Mar. 1986 Feb. 2001 July 2003 Feb. 2005 Feb. 2006 Mar. 2007 Sept. 2008 Mar. 2010 May 2011 Mar. 2012 Mar. 2013 May 2015 May 2015 Mar. 2016 May 2016 Mar. 2017 Joined Ishiguro Store Co., Ltd. (current DCM Co., Ltd.) General Manager, Store Operations IV Division, Hokkaido Division, Homac Corp. (current DCM Co., Ltd.) General Manager, Sales Planning Promotion Division, Hokkaido Region, Homac Corp. (current DCM Co., Ltd.) General Manager in charge of New Business Development Team, Homac Corp. (current DCM Co., Ltd.) General Manager in charge of Ben & Lee Business Promotion Division, Homac Corp. (current DCM Co., Ltd.) Zone Manager, Hokkaido Zone, 1st Division, Homac Corp. (current DCM Co., Ltd.) General Manager, Personnel and Human Resources Development Division, Homac Corp. (current DCM Co., Ltd.) Division Senior Manager, Personnel Division, the Company Director, Homac Corp. (current DCM Co., Ltd.) Executive Officer, Division Senior Manager, Personnel Division, the Company Executive Officer, Division Senior Manager, General Affairs and Personnel Division, the Company Director (with Managing-Director status), DCM Homac Co., Ltd. (current DCM Co., Ltd.) Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager, General Affairs and Personnel Division, the Company Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager of General Affairs and Personnel Division, General Manager of Personnel Department, the Company Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager of General Affairs and Personnel Division, General Manager of Personnel Department, in charge of Internal Control and Compliance, General Manager, Internal Control Office, the Company Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager of General Affairs and Personnel Division, in charge of Internal Control and Compliance, General Manager, Internal Control Office, the Company – 16 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Mar. 2018 Sept. 2019 Mar. 2020 Mar. 2021 Mar. 2021 Jan. 2022 Mar. 2022 Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager of General Affairs and Personnel Division, in charge of Internal Control and Compliance, General Manager, Corporate Strategy Office, the Company Director Executive Officer in charge of General Affairs and Personnel, Division Senior Manager of General Affairs and Personnel Division, in charge of Internal Control and Compliance, the Company Director (with Senior Managing-Director status), DCM Homac Co., Ltd. (current DCM Co., Ltd.) Director Executive Officer in charge of Internal Control, General Affairs, Stocks, and Public Relations, the Company (current position) Director and Vice President, Executive Manager of Administration Headquarters, Division Senior Manager of General Affairs and Personnel Division, DCM Co., Ltd. Representative Director and President, DCM Advanced Technologies, Co., Ltd. (current position) Director and Vice President, Executive Manager of Administration Headquarters, DCM Co., Ltd. (current position) Important Concurrent Position(s) Director and Vice President, Executive Manager of Administration Headquarters, DCM Co., Ltd. Reasons for Nomination as Director Mr. Toshimitsu Shimizu has appropriately fulfilled his role as Director in making decisions over important business matters and overseeing business execution. He supervises matters concerning governance system and human resources policy of the Group. We have nominated him as a candidate for Director as we believe he is well qualified to strengthen the management and the corporate governance of the Group. – 17 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Mar. 1991 Mar. 2010 Sept. 2012 Mar. 2013 Mar. 2014 May 2014 Sept. 2016 May 2017 Sept. 2017 May 2019 May 2020 May 2020 Mar. 2021 Mar. 2022 Joined Daiki Co., Ltd. (current DCM Co., Ltd.) General Manager, Personnel Division, Daiki Co., Ltd. (current DCM Co., Ltd.) General Manager, Personnel Division, the Company General Manager, Personnel Corporate Planning Division, the Company General Manager, General Affairs and Personnel Division, Daiki Co., Ltd. (current DCM Co., Ltd.) Executive Officer and General Manager, General Affairs and Personnel Division, Daiki Co., Ltd. (current DCM Co., Ltd.) Executive Officer, Division Senior Manager, Management Division and General Manager, General Affairs and Personnel Division, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director and Executive Officer, Division Senior Manager, Management Division and General Manager, General Affairs and Personnel Division, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director, Executive Officer and Division Senior Manager, Management Division, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director, Managing Executive Officer and Division Senior Manager, Management Division, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director Executive Officer, the Company (current position) Representative Director and President, Executive Manager of Business Operating Headquarters, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director, Managing Executive Officer and Division Senior Manager, Western Japan Sales Division, Sales Headquarters, DCM Co., Ltd. Director, Managing Executive Officer and Division Senior Manager, Western Japan Sales Division, Business Operating Headquarters, DCM Co., Ltd. (current position) Important Concurrent Position(s) Director, Managing Executive Officer and Division Senior Manager, Western Japan Sales Division, Business Operating Headquarters, DCM Co., Ltd. – 18 – Masayuki Nakagawa (April 15, 1968) Reelection 5 3,300 shares Reasons for Nomination as Director Mr. Masayuki Nakagawa has appropriately fulfilled his role as Director in making decisions over important business matters and overseeing business execution. We have nominated him as a candidate for Director as we believe he is well qualified to formulate and promote strategies to strengthen the management of the Group with his extensive experience, proven track record and insights. No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Hiroshi Ogame (May 26, 1960) Reelection 6 443,400 shares Reasons for Nomination as Director Mr. Hiroshi Ogame has appropriately fulfilled his role as Director in making decisions over important business matters and overseeing business execution. We have nominated him as a candidate for Director as we believe he is well qualified to strengthen the management of the Group with his extensive experience, proven track record and insights as a corporate business manager. Sept. 1988 Feb. 1989 June 1995 Apr. 2004 July 2005 Sept. 2006 Dec. 2011 Apr. 2012 Oct. 2013 May 2015 May 2016 Jan. 2017 Mar. 2017 Mar. 2017 May 2017 Feb. 2018 Mar. 2019 Mar. 2021 Joined DIK Co., Ltd. (current DCM Co., Ltd.) General Manager, Corporate Planning Department, Daiki Co., Ltd. (current DCM Co., Ltd.) Director, Daiki Co., Ltd. (current DCM Co., Ltd.) Representative and Senior Managing Director, Daiki Co., Ltd. (current DCM Co., Ltd.) Representative Director and President, Daiki Axis Co., Ltd. Director, the Company Representative Director and CEO, LEC Industries Co., Ltd. Representative Director and President, Sylfid Inc. Representative Director and President, PT. BESTINDO AQUATEK SEJAHTERA (current PT. DAIKI AXIS INDONESIA) Director, DCM Daiki Co., Ltd. (current DCM Co., Ltd.) Director, the Company (current position) Chairman and Director, PT. DAIKI AXIS INDONESIA (current position) Representative Director and President, Executive Manager, Global Business Division, Daiki Axis Co., Ltd. Chairman and Director, Kishimoto Design and Engineering Co., Ltd. (current DAD Co., Ltd.) Chairman and Director, Sylfid Inc. (Daiki Axis Sustainable Power Co., Ltd.) (current position) Chairman and Director, DA INVENT Co., Ltd. Representative Director and President, CEO and CGO, Daiki Axis Co., Ltd. Representative Director and President, CEO, Daiki Axis Co., Ltd. (current position) Important Concurrent Position(s) Representative Director and President, CEO, Daiki Axis Co., Ltd. – 19 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Koji Jitsukawa (October 1, 1959) New candidate 7 – shares Apr. 1984 Jan. 2009 Jan. 2010 May 2010 June 2011 May 2012 Aug. 2012 Jan. 2014 Feb. 2015 Mar. 2017 Feb. 2018 Joined Keiyo Co., Ltd. Executive Officer and General Manager of Development Division, Keiyo Co., Ltd. Executive Officer and General Manager of Corporate Planning Department, Keiyo Co., Ltd. Director and General Manager of Corporate Planning Department, Keiyo Co., Ltd. Director, General Manager of Office of the President, and General Manager of Public Relations Department, Keiyo Co., Ltd. Managing Director, General Manager of Office of the President, and General Manager of Public Relations Department, Keiyo Co., Ltd. Managing Director and General Manager of Office of the President, Keiyo Co., Ltd. Managing Director, General Manager of Office of the President, and in charge of financial affairs, Keiyo Co., Ltd. Managing Director, General Manager of Office of the President, and in charge of financial affairs and compliance, Keiyo Co., Ltd. Representative Director and Senior Managing Director, General Manager of Office of the President, and in charge of compliance, Keiyo Co., Ltd. Representative Director and Senior Managing Director, and General Manager of Sales Division, Keiyo Co., Ltd. (current position) Important Concurrent Position(s) Representative Director and Senior Managing Director, and General Manager of Sales Division, Keiyo Co., Ltd. If Mr. Koji Jitsukawa is elected as Director at the general meeting of shareholders of Keiyo Co., Ltd. to be held on May 24, he will assume the office of President of the company. Reasons for Nomination as Director Mr. Koji Jitsukawa manages Keiyo Co., Ltd., which participates in the Group as an affiliated company accounted for using the equity method, as its Representative Director and Senior Managing Director. We have nominated him as a candidate for Director as we believe he is well qualified to strengthen the management of the Group with his extensive experience, proven track record and insights. (Notes) 1. No special interest exists between any of the above candidates for Directors and the Company. 2. The Company has concluded an agreement with Mr. Hiroshi Ogame to limit his liability to compensate for damages prescribed in Article 423, Paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, Paragraph (1) of the same Act. The maximum amount of the liability for damages based on the said agreement shall be the amount prescribed in laws and regulations. If the reelection of Mr. Hiroshi Ogame is approved, the Company intends to extend this limited liability agreement with him. If the election of Mr. Koji Jitsukawa is approved, the Company will enter into an agreement with him, to limit his liability to compensate for damages prescribed in Article 423, Paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, Paragraph (1) of the same Act. The maximum amount of the liability for damages based on the said agreement shall be the amount prescribed in laws and regulations. 3. 4. The Company has concluded a directors and officers liability insurance policy with an insurance company to insure Directors, Auditors, and Executive Officers of the Company and its subsidiaries, as stipulated in the provisions of Article 430-3, Paragraph (1) of the Companies Act. The insurance policy covers damages that may arise when the insured persons become liable in connection with the execution of their duties or receive claims related to the pursuit of such liability (however, those that fall under the exclusions stipulated in the insurance policy are excluded). Insurance premiums for the above insurance policy are fully paid for by the Company. In addition, when the above insurance policy is renewed next time, the Company plans to renew it with the same details. – 20 – 1 2 3 4 5 Election of Five (5) Directors Who Are Audit and Supervisory Committee Members Proposal 5: If Proposal 2: “Partial Amendments to the Articles of Incorporation (1)” is approved and adopted as originally proposed, the Company will make the transition to a company with audit and supervisory committee. Accordingly, the Company requests the election of five (5) Directors who are Audit and Supervisory Committee Members. In addition, the consent of the Audit Board has been obtained for this proposal. This proposal, however, can only take effect on condition that the amendments to the Articles of Incorporation in Proposal 2: “Partial Amendments to the Articles of Incorporation (1)” take effect. The candidates for Directors who are Audit and Supervisory Committee Members to be elected are as follows: No. Name Hisato Kumagai Positions and areas of responsibility in the Company Director Executive Officer in charge of Corporate Strategy, Finance, and IR Michio Masukawa Outside Director Naoki Uno Outside Director Hikaru Oguchi Outside Auditor Hitomi Iba – New candidate: Candidate for new Director Outside: Candidate for Outside Director Independent: Independent Officer under the provisions set forth by the stock exchange New candidate New candidate Outside Independent New candidate Outside Independent New candidate Outside Independent New candidate Outside Independent – 21 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Hisato Kumagai (August 14, 1960) New candidate 1 1,000 shares Apr. 1985 Apr. 2009 Oct. 2011 Nov. 2012 Apr. 2015 May 2015 Mar. 2016 May 2017 May 2017 Mar. 2020 May 2021 Joined The Nippon Credit Bank, Ltd. (current Aozora Bank, Ltd.) General Manager, Sapporo Branch, Aozora Bank, Ltd. Joint General Manager, Legal & Compliance Division, Aozora Bank, Ltd. Joint General Manager, Internal Audit Division, Aozora Bank, Ltd. Joined the Company; General Manager, Financial Division Division Senior Manager, Financial Division, the Company Executive Officer, Division Senior Manager, Financial Division, the Company Director, Keiyo Co., Ltd. (current position) Director Executive Officer in charge of Finance, Division Senior Manager, Financial Division, the Company Director Executive Officer in charge of Finance, Division Senior Manager, Financial Division, General Manager, Corporate Strategy Office, the Company Director Executive Officer in charge of Corporate Strategy, Finance, and IR, the Company (current position) Important Concurrent Position(s) Director, Keiyo Co., Ltd. Reasons for Nomination as Director Who Is an Audit and Supervisory Committee Member Mr. Hisato Kumagai has been a Director in charge of Finance and IR at the Company and has extensive experiences in management in general of the Group. He also has considerable knowledge in finance and accounting. Therefore, we have nominated him as a candidate for Director who is an Audit and Supervisory Committee Member. – 22 – 2 3 No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Apr. 1977 Apr. 2003 Aug. 2006 May 2008 Apr. 2009 June 2013 May 2014 June 2014 Feb. 2015 June 2015 Joined the Bank of Japan Head of Deposit Insurance Department, Deposit Insurance Corporation of Japan Special Advisor, Financial System and Bank Examination Department, the Bank of Japan Director-General, Administration Department, the Bank of Japan Auditor, the Bank of Japan President COO, CRD Association (a general incorporated association) Outside Director, the Company (current position) Chairman CEO, CRD Association (a general incorporated association) (current position) Outside Director, Kanaya Hotel Outside Director, The Yamanashi Chuo Bank, Ltd. (current position) Michio Masukawa (September 16, 1952) New candidate 6,800 shares Important Concurrent Position(s) Chairman CEO, CRD Association (a general incorporated association) Outside Director, The Yamanashi Chuo Bank, Ltd. Reasons for Nomination as Outside Director Who Is an Audit and Supervisory Committee Member and Expected Roles to Be Played Mr. Michio Masukawa has appropriately fulfilled his role as Outside Director in overseeing business execution of the Company, making constructive statements at the meeting of Board of Directors from an independent and fair standpoint by utilizing his extensive experience, proven track record and insights as an Auditor of the Bank of Japan. Further, he has been Chairperson of the Nomination Committee and the Compensation Committee, improving transparency and objectivity in decision-making procedures. For the reasons stated above, the Company believes he is well qualified to act as an Outside Director who is an Audit and Supervisory Committee Member and we have therefore nominated him as a candidate for this position. Note that his tenure as Outside Director at the conclusion of this General Meeting of Shareholders will be eight (8) years. Naoki Uno (June 27, 1953) New candidate Apr. 1977 June 2002 June 2009 June 2013 May 2017 May 2020 Joined Tokio Marine and Fire Insurance Co., Ltd. General Manager, Service Arrangement Division, Tokio Marine Life Insurance Co., Ltd. Managing Director, Tokio Marine & Nichido Fire Insurance Co., Ltd. Representative Director, President, Tokio Marine & Nichido Systems Co., Ltd. Outside Director, TerraSky Co., Ltd. (current position) Outside Director, the Company (current position) Important Concurrent Position(s) Outside Director, TerraSky Co., Ltd. 3,700 shares Reasons for Nomination as Outside Director Who Is an Audit and Supervisory Committee Member and Expected Roles to Be Played Mr. Naoki Uno has appropriately fulfilled his role as Outside Director in overseeing business execution of the Company, making constructive statements at the meeting of Board of Directors from an independent and fair standpoint by utilizing his extensive experience, proven track record and insights as a company business manager. Further, he has been a member of the Nomination Committee and the Compensation Committee, improving transparency and objectivity in decision-making procedures. For the reasons stated above, the Company believes he is well qualified to act as an Outside Director who is an Audit and Supervisory Committee Member and we have therefore nominated him as a candidate for this position. Note that his tenure as Outside Director at the conclusion of this General Meeting of Shareholders will be two (2) years. – 23 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Hikaru Oguchi (May 19, 1972) New candidate 4 Mar. 1998 Dec. 2004 Dec. 2005 May 2006 July 2006 Apr. 2007 Oct. 2010 Jan. 2011 Sept. 2012 June 2015 Jan. 2016 May 2018 Sept. 2018 Registered as an attorney at law with the Dai-Ichi Tokyo Bar Association Legal Adviser for the Legal and Judicial Development Project in the Lao PDR, Japan International Cooperation Agency Admitted to Practice in New York State Legal Adviser for the Technical Assistance Seminar (Competition Law) in Vietnam, Japan International Cooperation Agency Deputy Director, The Ministry of Foreign Affairs, Aid Policy Division, International Cooperation Bureau Lecturer, The University of Tokyo Faculty of Law Nishimura & Asahi Ho Chi Minh City Office Partner Partner, Nishimura & Asahi (current position) Nishimura & Asahi Hanoi Office Partner Outside Audit & Supervisory Board Member, Infoteria Corporation Nishimura & Asahi Partner for Vietnam Offices Outside Auditor, the Company (current position) Part-time Lecturer, Faculty of International Social Sciences, Gakushuin University Important Concurrent Position(s) Partner, Nishimura & Asahi – shares Reasons for Nomination as Outside Director Who Is an Audit and Supervisory Committee Member and Expected Roles to Be Played Ms. Hikaru Oguchi has appropriately fulfilled her role in overseeing business execution of the Company from an independent and fair standpoint by utilizing her extensive experience, proven track record and insights related to general legal affairs as an attorney at law. For the reasons stated above, the Company believes she is well qualified to act as an Outside Director who is an Audit and Supervisory Committee Member and we have therefore nominated her as a candidate for this position. Note that her tenure as Outside Auditor at the conclusion of this General Meeting of Shareholders will be four (4) years. – 24 – No. Name (Date of birth) Career summary, positions and areas of responsibility in the Company Number of the Company’s shares held Hitomi Iba (July 15, 1961) New candidate 5 – shares 1984 1988 1993 1995 1997 2000 2005 2007 Joined Mutsupuro Co., Ltd. New York Headquarters of JTB (Japan Travel Bureau) International, Inc. Consultant (new project planning) New York Headquarters of Colgate-Palmolive Company (New project development, marketing, Asia-Pacific strategy) Joined New York Headquarters of KRAFT FOODS Associate Product Manager of Jell-O (New product development and marketing of refrigerated products) Manila Office and New York Headquarters of Colgate-Palmolive Company (Senior Product Manager, Asia-Pacific Division) Director, New York Headquarters of American Express Company (Digital Division and Prepaid Gift Card Development Division) Managing Director, FILA Japan Vice President, Marketing Division, Coca-Cola (Japan) Company, Limited (Senior Vice President) (New development project / innovation) President, IBA Company (current position) Aug. 2009 Important Concurrent Position(s) President, IBA Company Reasons for Nomination as Outside Director Who Is an Audit and Supervisory Committee Member and Expected Roles to Be Played We have nominated Ms. Hitomi Iba as a candidate for Outside Director who is an Audit and Supervisory Committee Member as we believe she is capable of fulfilling her role in overseeing the Company’s business execution, etc., from an independent and fair standpoint through the extensive experience, proven track record and insights in company management and global fields. (Notes) 1. No special interest exists between any of the above candidates for Directors and the Company. 2. Mr. Michio Masukawa, Mr. Naoki Uno, Ms. Hikaru Oguchi, and Ms. Hitomi Iba are candidates for Outside Directors who are Audit and Supervisory Committee Members. 3. The Company has concluded agreements with Mr. Michio Masukawa and Mr. Naoki Uno to limit their liability to compensate for damages prescribed in Article 423, Paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, Paragraph (1) of the same Act. The maximum amount of the liability for damages based on said agreements shall be the amount prescribed in laws and regulations. If the election of Mr. Michio Masukawa and Mr. Naoki Uno is approved, the Company intends to extend this limited liability agreement with them. The Company has concluded an agreement with Ms. Hikaru Oguchi to limit her liability to compensate for damages prescribed in Article 423, Paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, Paragraph (1) of the same Act. The maximum amount of the liability for damages based on the agreement shall be the amount prescribed in laws and regulations. If her election as Director who is an Audit and Supervisory Committee Member is approved, the Company intends to enter into a new agreement with her that is equivalent in content to the aforementioned agreement. If the election of Mr. Hisato Kumagai and Ms. Hitomi Iba is approved, the Company will enter into a similar limited liability agreement with them. 4. The Company has reported Mr. Michio Masukawa, Mr. Naoki Uno, and Ms. Hikaru Oguchi as Independent Officers under the provisions set forth by the Tokyo Stock Exchange. If the election of the three (3) candidates as Directors who are Audit and Supervisory Committee Members is approved, the Company intends to continuously appoint them as Independent Officers. Ms. Hitomi Iba satisfies the requirements for an Independent Officer under the provisions set forth by the Tokyo Stock Exchange and the Company intends to report her as Independent Officer. 5. The Company has concluded a directors and officers liability insurance policy with an insurance company to insure Directors, Auditors, and Executive Officers of the Company and its subsidiaries, as stipulated in the provisions of Article – 25 – 430-3, Paragraph (1) of the Companies Act. The insurance policy covers damages that may arise when the insured persons b