いちよし証券（8624） – Notice of 80th Annual Meeting of Shareholders

Ichiyoshi Securities Co., Ltd Notice of 80th Annual Meeting of Shareholders [English translation for reference purposes only] May 30, 2022 Notice is hereby given to the shareholders of Ichiyoshi Securities Co., Ltd. (“Ichiyoshi” or the “Company”) that the 80th annual meeting of shareholders of Ichiyoshi will be held at a place and date written below. Each of attending shareholders is requested to bring with him/her a voting card attached hereto (omitted in this English version). In the event that you cannot attend the said meeting in person, please read “Referential Materials for Shareholders’ Meeting” (described hereinafter) carefully and send the voting card to be received by the Company by 5:00 p.m. on June 24, 2022 (Friday), or exercise your voting rights via internet through the Company’s designated website for exercising voting rights (https://evote.tr.mufg.jp/) (the “Designated Voting Website”) by the same date and time. (If you are a non-resident of Japan, however, you may exercise your voting rights by properly instructing your standing proxy in Japan.) 1. Date and time: June 25, 2022, Saturday, from 10:00 a.m. (Doors open at 9:00 a.m.) 2. Place: At 8th Floor Hall, Tokyo Shoken Kaikan 1-5-8, Nihonbashi Kayabacho, Chuo-ku, Tokyo, Japan 3. Agenda at the Meeting: Reports: (1) Reports on business result and contents of consolidated financial statements (for the fiscal year from April 1, 2021 to March 31, 2022), and Certified Public Accountants’ and Audit Committee’s reports on their respective audits of consolidated financial statements.. (2) Reports on contents of non-consolidated financial statements of the Company (for the fiscal year from April 1, 2021 to March 31, 2022). Resolutions proposed for approval and adoption: 1st resolution: Partial amendment to the Articles of 3rd resolution: Authorization of the Board of Directors to Incorporation of the Company. 2nd resolution: Appointment of 9 directors. decide terms and conditions for the issuance of share warrants as stock 1 options to directors (excluding outside directors), executive officers, operating officers, executive advisers and employees of the Company and its subsidiaries. The Company’s responses toward the spread of the Covid-19: In order to prevent the spread of the Covid-19, following the similar steps of last year, the Company has decided on the following responses to which the Company hopes the shareholders will kindly accommodate themselves. [Request to shareholders] (i) Giving the highest priority to the safety and health of the shareholders, the Company honestly recommends that they will exercise their voting rights via mail or internet in addition to voting in person at the shareholders’ meeting. (ii) With respect to a social gathering between the Company’s directors/officers and attending shareholders, which used to be an annual event after the shareholders’ meeting, will not be held this year to prevent the spread of the Covid-19. (iii)Likewise, services of refreshments before the shareholders’ meeting and presentation of souvenir gifts after the shareholders’ meeting will be discontinued. [Reception at the hall of shareholders’ meeting] (i) At the hall of shareholders’ meeting, shareholders are kindly requested to wear face masks and use provided alcoholic sanitizers to prevent the infection and spread of the Covid-19. (ii) Reception staff will wear face masks. (iii)At the hall of shareholders’ meeting, shareholders will be requested to take seats arranged to keep social distance, or, depending on the situation, to have their temperatures checked at the reception desk. (iv)Measures will be taken so that the proceedings of the shareholders’ meeting will be carried out smoothly to prevent the spread of the Covid-19 infection. Note: In the event that there is a substantial change in the running of the shareholders’ meeting due to circumstantial conditions, such change will be notified on the Company’s website. (https://www.Ichiyoshi.co.jp/stockholder/presentation) 2 4. Matters concerning documents accompanying this notice and reference documents for shareholders’ meeting: (1) Disclosure on Internet: The contents of the following documents (items (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii)) are disclosed on Ichiyoshi’s website in accordance with laws and Article 15 of the Articles of Incorporation of the Company. Hence, they are not contained herein. (Ichiyoshi website: https://www.ichiyoshi.co.jp/stockholder/presentation.) (iv) (v) (vi) (i) Matters concerning stock acquisition rights; (ii) Matters concerning accountants; (iii) System to ensure the appropriateness of business operations and the outline of operational status of the system; Fundamental policy concerning the control of a public limited company; Consolidated statements of changes in equity; Notes to consolidated financial statements; (vii) Non-consolidated Statements of changes in equity; and (viii) Notes to non-consolidated financial statements. It is to be noted that the Company’s certified public accountants have audited not only consolidated financial statements and non-consolidated financial statements attached hereto but also consolidated statement of changes in equity, notes to consolidated financial statements, non-consolidated statement of changes in equity and notes to non-consolidated financial statements disclosed on Ichiyoshi’s website, and that the audit committee has audited not only reports on business result, consolidated financial statements and non-consolidated financial statements attached hereto but also matters concerning stock subscription rights, matters concerning accountants, the system to ensure the appropriateness of business operations, the outline of operational status of the said system, matters concerning the control of a public limited company, consolidated statement of changes in equity, notes to consolidated financial statements, non-consolidated statement of changes in equity and notes to non-consolidated financial statements disclosed on Ichiyoshi’s website. (2) Method to notify corrections as to reference documents for shareholders’ meeting, reports on business result and financial statements: Any corrections occurring to reference documents for shareholders’ meeting, reports on business result and financial statements will be notified on the Company’s website. 3 5. Guidance for exercising voting rights: (1) Exercising voting rights in person: You are required to present your voting card at the reception desk of the shareholders’ meeting before the meeting starts at 10:00 a.m. on June 25, 2022 (Saturday). (No person other than an entitled shareholder shall be admitted to the meeting. Neither his/her agent nor his/her accompanying person shall be admitted.) (2) Exercising voting rights through proxy: In the event that you cannot attend the shareholders’ meeting in person, you may exercise your voting rights by appointing another shareholder of Ichiyoshi attending the meeting as your proxy; provided, however, that he/she must produce a document certifying his/her proxy status. (3) Exercising voting rights by mail: You are required to mail your completed voting card (postage prepaid) to be received by the Company at or before 5:00 p.m. on June 24, 2022 (Friday). (4) Exercising voting rights via Internet: You are required to exercise your voting rights through the Company’s Designated Voting Website (https://evote.tr.mufg.jp/) by 5:00 p.m. on June 24, 2022 (Friday) (Please note that the Designated Voting Website is not accessible between 2:00 a.m. and 5:00 a.m. every day, Japan time.) Reminder: (i) In the event that you attend the shareholders’ meeting in person, you need not follow instructions relating to voting by mail or via Internet. (ii) In the event that you exercise your voting rights by mail, you should follow instructions in the voting card (the card being omitted in this English version). 6. Guidance for exercising voting rights through the Designated Voting Website: You can exercise your voting rights by accessing the Designated Voting Website via your smart phone or personal computer. (1) Exercising your voting rights via your smart phone: (i) By scanning the “QR Code for Log-in” provided in the voting card (omitted in this English version), you will be automatically connected to the Designated Voting Website and will be able to exercise your voting rights. (Thus, you do not need “Log-in ID” nor “Temporary Password”) (ii) For the sake of security, the exercise of voting rights by way of the “QR Code” is limited to one time. In the event of exercising voting rights twice or more, the application of “Log-in ID” and “Temporary Password” will be required even by 4 way of “QR Code for Log-in.” (iii) It should be noted that a certain type of smart phone may not be compatible with the “QR Code for Log-in” provided. If that should happen, please exercise your voting rights via your personal computer without use of “Log-in ID” or “Temporary Password”, as detailed below. (2)Exercising your voting rights via your personal computer: (i) By applying “Log-in ID” and “Temporary Password” provided in the voting card (omitted in this English version) on the Designated Voting Website, you will be able to exercise your voting rights in accordance with instructions listed on the Website. (ii) In order to prevent fraudulent access (such as “spoofing”) by other than shareholders and tampering of contents of voting results, you will be requested to change your “Temporary Password” on the website. (iii) Each time shareholders’ meeting is held, a new “Log-in ID” and “Temporary Password” will be provided. (3) Further notes on the Designated Voting Website: (i) The exercise of voting rights is only possible by accessing the Designated Voting Website via personal computer or smart phone (the Website is accessible at any time except from 2:00 am to 5:00 am) (ii) The exercise of voting rights via personal computer or smart phone may not be possible in the event that firewall or antivirus devices are installed or proxy servers are used or TLS cryptography is not designated, depending on your Internet usage environment. (iii) The exercise of voting rights may not be possible via mobile phone not equipped with TLS cryptography nor capable of transmitting mobile information for the sake of security.. (iv) The exercise of voting rights electronically is possible by 5:00 pm on June 24, 2022 (except from 2:00 am to 5:00 am), but you are urged to exercise your voting (v) If you have any question, please contact Securities Transfer Dept.(Help Desk), Mitsubishi UFJ Trust & Banking Corp. (Free call: 0120-173-027, open between rights earlier if possible. 9:00 am and 9:00 pm). (4) Expenses arising from access to the Designated Voting Website: Shareholders are required to bear expenses arising from access to the Designated Voting Website. Reminder: (i) In the event of exercising voting rights doubly by sending back a voting card by 5 mail or via Internet, voting instructions via Internet shall be adopted. (ii) In the event of exercising voting rights more than once via internet, the last-dispatched voting instruction shall be adopted. [Electronically-Voting Platform for Institutional Investors] Nominee shareholders, such as trustee banks and standing proxies (for non-resident share- holders), may exercise their votes via the electronic-voting platform operated by ICJ Inc., provided that they have applied for the use of the platform in advance. Referential Materials for Shareholders’ Meeting I. 1st proposed resolution: Partial amendment to the Articles of Incorporation of the Company. 1. Reason for amendment: As the Proviso to Article 1 of the Supplementary Provisions to “Law Amending Part of the Company Law” (70th Law of the First Year of Reiwa) will take effect on September 1, 2022, the Company proposes to amend the Articles of Incorporation of the Company in order to prepare for the introduction of an electronic provision system for referential documents for shareholders’ meeting.as follows: (1) The purpose of Clause 1 of the proposed new Article 15 is to make possible an electronic provision of information contained in referential documents for shareholders’ meeting. (2) The purpose of Clause 2 of the proposed new Article 15 is to limit the scope of items to be contained in written replies to shareholders who have requested replies in writing. (3) The Company proposes to delete the current Article 15 since it will become no more necessary as the said the Proviso to Article 1 of the Supplementary Provisions will take effect. (4) The Company proposes to set sub-articles concerning the effective date of the amendment and deletion mentioned above. 2. The contents of the proposed new Article 15: The contents of the current Article 15 (Provision on the internet of referential documents for shareholders’ meeting deemed law-compliant): In convening a shareholders’ meeting, it may be deemed that the Company has provided shareholders with the information concerning matters to be stated or indicated in the referential documents for shareholders’ meeting, business reports, 6 financial documents and consolidated financial statements by disclosing the same on the internet in compliance with the law. The contents of the proposed new Article 15 (Electronic provision, etc.): (1) In convening a shareholders’ meeting, the Company shall make available referential documents for shareholders by way of electronic provision. (2) With respect to all or part of items provided by way of electronic provision in compliance with the law, the Company may not state the same in its written replies to shareholders who have requested replies in writing. The proposed new sub-articles: (1) The deletion of the current Article 15 (Disclosure of Referential Documents for Shareholders’ Meeting on the Internet Deemed Law-compliant) and the proposed new Article 15 (Electronic provision, etc.) will take effect on and from the date (the Effective Date) when the Proviso to Article 1 of the Supplementary Provisions to “Law Amending Part of the Company Law” (70th Law of the First Year of Reiwa) will take effect. (2) Despite the foregoing sub-article, the current Article 15 shall be still effective when a shareholders’ meeting is to be held within 6 months after the Effective Date. (3) These sub-articles shall be deleted on the day when 6 months have passed since the Effective Date or on the day when 3 months have passed since the shareholders’ meeting as stated in item (2) above, whichever is later. (Reference) The electronic provision system is a system by which the Company provides shareholders with referential documents for shareholders’ meeting via the Internet to which shareholders can access by use of the Company’s website address given to shareholders beforehand. The electronic provision system being mandatory for public listed companies, the Company will adopt the system effective from its shareholders’ meeting to be held in June 2023, in which case the Company will send shareholders simplified notices of shareholders’ meeting (simply informing shareholders of website posting and website addresses, etc.). If shareholders request for referential documents for shareholders’ meeting in the written form from the shareholders’ meeting in and from 2023, therefore, shareholders are required to take procedures for “Request for Document Delivery.” II. 2nd proposed resolution: Appointment of 9 directors The terms of office of all currently-incumbent directors will expire at the close of the shareholders’ meeting. The Nominating Committee of the Company has resolved to propose 7 the below-mentioned 9 nominees for directors. The criteria for the selection of nominees for directors by the Nominating Committee are as follows: The following are selection criteria for nominees as defined by the Nominating Committee: For inside directors: ● Superb management sense ● Superb leadership, foresightedness and planning ability ● High law-abiding nature ● Personal magnetism in and out of the Company ● Healthiness physically and mentally For outside directors: ● High personality and insight ● Plentiful experience in business operations and expert knowledge ● High law-abiding nature ● Unwavering independency as outside director ● Healthiness physically and mentally ● Qualification both as outside director under Enforcement Regulations of the Company Law and as independent director having no conflict of interest with shareholders under the Regulations of the Tokyo Stock Exchange The following persons are 9 nominees for directors: Nominee number Name of nominee Current positions at the Company ———————————————————————————————————————– 1 Masashi Takehi Chairman of the Board of Directors, Member of Nominating Committee, Member of Remuneration Committee To be reappointed 2 Hirofumi Tamada President & Representative Executive Officer, Director To be reappointed. 3 Toshiyuki Fuwa Deputy President & Representative Executive Officer, Director To be reappointed. 4 Shoichi Yamazaki Managing Executive Officer, Director To be reappointed. 5 Akira Gokita Outside and Independent Director Member of Nominating Committee (Chairman) 8 Member of Remuneration Committee Member of Audit Committee To be reappointed. 6 Kenro Kakeya Outsider and Independent Director Member of Remuneration Committee (Chairman) 7 Yoko Mashimo Outside and Independent Director 8 Eiji Hirano Outside or and Independent Director Member of Nominating Committee To be reappointed. To be reappointed (female) To be newly appointed. 9 Yuko Numata Outside and Independent Director (female) To be newly appointed. (Reference) Name Position Insight and Experience of Nominees for Directors (Skill Matrix) Experience and expertise Securities Business business management & governance ● ● Finance & accounting Law & compliance ● ● & Internal control risk management ● Global Personnel, Labor & Administr- ion ● Masashi Takehi Hirofumi Tamada Toshiyuki Fuwa Shoichi Yamazaki Akira Gokita Kenro Kakeya Yoko Mashimo Eiji Hirano Yuko Numata Chairman of Board of Directors Director, President, Representa- tive Executive Officer Director, Deputy President, Representa- tive Executive Officer Director, Managing Executive Officer Outside and Independent Director Outside and Independent Director Outside and Independent Director Outside and Independent Director Outside and Independent Director ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● 9 ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● English version] [Further details on each nominee] .Nominee Number Birth date Current career and positions No. of the Company’s and frequency of attendance shares owned at various meetings —————————————————————————————————————————————————— 1 Masashi Takehi April 13, 1943 Frequency of attendance at 151,700 shares Board of Directors’ meetings: 18 times (100%) Frequency of attendance at Nominating Committee: 4 times (100%) Frequency of attendance at Remuneration Committee: 5 times (100%) [Positions/occupations prior to the current ones are omitted in this ● Reason for his nomination as director: He formerly served as managing director of Nomura Securities Co. Ltd. and then served as representative director and chief executive president of the Company successively. Since becoming a director and executive chairman of the Company in April 2012 and chairman of the Board of Directors of the Company in April 2018, he has taken on management and supervising responsibility for the Company and its group companies. Considering his qualification for inside directorship selection criteria and his management achievement and experience so far, the Nominating Committee has judged that he can apply his deep insight on securities business and securities industry and his superb managerial capability to the management of the Company. ● If he is reappointed as director at the shareholders’ meeting, he is scheduled to become a member of the Nominating Committee and a member of the Remuneration Committee upon the conclusion of the shareholders’ meeting. 2 Hirofumi Tamada October 25, 1971 Frequency of attendance at 50,400 shares Board of Directors’ meetings: 18 times (100%) [Positions/occupations prior to the current ones are omitted in this English version] 10 ● Reason for his nomination as director: Since joining the Company in 1998, he has taken positions successively at the Advisors Division, Advisor Support Division and Control/Planning Division. Since being appointed as President and Representative Executive Officer in April 2020, he presided over business operations as head of the Company. Considering his qualification for inside directorship selection criteria and his achievement, the Nominating Committee has judged that he can apply his deep knowledge and profound experience acquired through his appointments at various divisions, including the Advisors Divisions, to the management of the Company. 3 Toshiyuki Fuwa November 13, 1959 Frequency of attendance at Board 65,000 shares of Directors’ meetings: 18 times (100%) [Positions/occupations prior to the current ones are omitted in this English version] ● Reason for his nomination as director: Since joining the Company in 1982, he has taken on responsibility for various divisions, including the Advisors Division and Corporate Division, and since 2011 he has been the President of Ichiyoshi Business Service Co. Ltd. Since being appointed as Deputy President and Representative Executive Officer in April 2020., he assisted the President in presiding over the business operations. Considering his qualification for inside directorship selection criteria and his business achievement, the Nominating Committee has judged that he can apply his superb insight and knowledge acquired through his work experience at various divisions to the management of the Company. 4 Shoichi Yamazaki September 23, 1955 Frequency of attendance at Board 19,800 shares of Directors’ meetings: 14 times (100%) [Positions/occupations prior to the current ones are omitted in this English version] (Some of his other current positions) Director at Ichiyoshi Business Service Co. Ltd. Director at Ichiyoshi Asset Management Co., Ltd. Director at Ichiyoshi Research Institute Inc. ●Reasons for his nomination as director: Since joining the Company 2015, he took charge of various Head Office divisions as operating officer. He became Executive Officer in charge of administrative and control divisions at Head Office in 2020. 11 Since becoming Managing Executive Officer in April 2021, he has taken charge of finance, management, administrative, control and system divisions and subsidiaries. Considering his qualification for inside directorship selection criteria and his business achievement, the Nominating Committee has judged that he can apply his superb insight and knowledge acquired through his experience at various divisions to the management of the Company. 5 Akira Gokita September 20, 1947 Frequency of attendance at 0 share Board of Directors’ meetings: 18 times (100%) Frequency of attendance at Nominating Committee: 4 times (100%) Frequency of attendance at Remuneration Committee: 5 times (100%) Frequency of attendance at Audit Committee: 16 times (100%) [Positions/occupations prior to the current ones are omitted in this English version]) (Significant concurrent position) Currently he is an attorney-at-law with Gokita Miura Law Office, and an outside director at Sanwa Holdings Ltd. Regulations. ● He is a nominee for outside director, as defined under Article 2-3-7 of the Company Law Enforcement ● He is a nominee as independent director, an outside director having no conflict of interest with the Company’s shareholders, as defined by the Tokyo Stock Exchange. ● Reason for his nomination as outside director his role exepected: He has provided the Company with his fair and objective views as outside director of the Company. The Nominating Committee believes that he is qualified for outside directorship selection criteria and that he is equipped with expertise and profound knowledge and experience as former public prosecutor and attorney-at-law. Therefore, the Nominating Committee has judged that he can contribute to the management of the Company by providing his deep insight and advice based on such experience and enhance the Company’ governance capability. There is no conflict of interest between Mr. Gokita and the Company. shareholders’ meeting. He will have served the Company as outside director for 12 years by the conclusion of the ● If he is reappointed as outside director at the shareholders’ meeting, he is scheduled to be a member of the Nominating Committee (as chairman), and a member of the Audit Committee (as chairman) upon the conclusion of the shareholders’ meeting. 12 6 Kenro Kakeya September 13, 1951 Frequency of attendance at 19,100 shares Board of Directors’ meetings: 18 times (100%) Frequency of attendance at Nominating Committee: 4 times (100%) Frequency of attendance at Remuneration Committee: 5 times (100%) [Positions/occupations prior to the current ones are omitted in this English version] , (Significant concurrent position) Currently, he is representative director and president of Kakeya Komuten Ltd. ● He is a nominee for outside director, as defined under Article 2-3-7 of the Company Law Enforcement Regulations. ● He is a nominee as independent director, an outside director having no conflict of interest with the Company’s shareholders, as defined by the Tokyo Stock Exchange. ● Reason for his nomination as outside director and his role expected: He has provided the Company with his fair and objective views as outside director of the Company. The Nominating Committee believes that he is qualified for outside directorship selection criteria and that he is equipped with profound knowledge and experience as former Nippon Keizai Shimbun (Japan Economic Journal) and current business owner. Therefore, the Nominating Committee has judged that he can contribute to the management of the Company by providing his deep insight and advice based on such experience and enhance the Company’ governance capability. There is no conflict of interest between Mr. Kakeya and the Company. He will have served the Company as outside director for 12 years by the conclusion of the shareholders’ meeting. ● If he is reappointed as outside director at the shareholders’ meeting, he is scheduled to be a member of the Remuneration Committee (as chairman) upon the conclusion of the shareholders’ meeting. 7 Yoko Mashimo December 8, 1959 Frequency of attendance at 2,400 shares Board of Directors’ meetings: 14 times (100%) [Positions/occupations prior to the current ones are omitted in this English version] (Significant concurrent position) Currently, she is Representative of Labor and Social Security Attorney Personnel Management. 13 ● She is a nominee for outside director, as defined under Article 2-3-7 of the Company Law Enforcement Regulations. ● She is a nominee as independent director, an outside director having no conflict of interest with the Company’s shareholders, as defined by the Tokyo Stock Exchange. She was an advisor as labor and social security attorney to the Company since 2006, but retired from that position in May 2021. Her remuneration from the Company was approximately 1.4 million yen per year on the average. Hence, the Company believes that her independency is well warranted. ● Reason for her nomination as outside director and her role expected: The Nominating Committee believes that she is qualified for outside directorship selection criteria and that she is equipped with expert and profound knowledge and experience as labor and social security attorney. Therefore, the Nominating Committee has judged that she can contribute to the management of the Company by providing her deep and wide insight from the female point of view and enhance the Company’s governance capability. There is no conflict of interest between Ms. She will have served the Company as outside director for 1 year by the conclusion of the shareholders’ Mashimo and the Company. meeting. 8 Eiji Hirano September 15, 1950 New appointment 0 share [Positions/occupations prior to the current ones are omitted in this English version] (Significant concurrent position) He is currently Deputy Chairman at MetLife Insurance Co. Ltd. Regulations. ● He is a nominee for outside director, as defined under Article 2-3-7 of the Company Law Enforcement ● He is a nominee as independent director, an outside director having no conflict of interest with the Company’s shareholders, as defined by the Tokyo Stock Exchange. He was advisor to the Company for 3 years from October 2014 to September 2017. His annual remuneration from the Company was approximately 3.6 million yen. Hence, the Company believes that his independency is warranted. ● Reason for his nomination as outside director and his role expected The Nominating Committee believes that he is qualified for outside directorship selection criteria and that he is equipped with expertise and profound knowledge and experience as former director at the Bank of Japan. Therefore, the Nominating Committee has judged that he can contribute to the management of the Company by providing his deep insight and advice based on such experience and enhance the Company’ governance capability. There is no conflict of interest between Mr. Hirano and the Company. 14 ● If he is appointed as outside director at the shareholders’ meeting, he is scheduled to be a member of the Nominating Committee and the Audit Committee upon the conclusion of the shareholders’ meeting. 9 Yuko Numata April 10, 1968 New appointment 0 share [Prior positions/occupations are omitted in this English version] ● She is a nominee for outside director, as defined under Article 2-3-7 of the Company Law Enforcement Regulations. ● She is a nominee as independent director, an outside director having no conflict of interest with the Company’s shareholders, as defined by the Tokyo Stock Exchange. ● Reason for her nomination as outside director and her role expected: The Nominating Committee believes that she is qualified for outsider directorship selection criteria and that she is equipped with expertise and profound knowledge and experience as researcher and scholar for U.S. and Japanese financial institutions. Therefore, the Nominating Committee has judged that she can contribute to the management of the Company by providing her deep and wide insight from the female point of view and enhance the Company’s governance capability. There is no conflict of interest between Ms. Numata and the Company. ● If she is appointed as outside director at the shareholders’ meeting, she is scheduled to be a member of the Remuneration Committee and the Audit Committee upon the conclusion of the shareholders’ meeting. [For reference] The following members are planned for each of the Nominating Committee, the Remuneration Committee and the Audit Committee after the shareholders’ approval of this resolution: Nominating Committee: Mr. Akira Gokita (Chairman) Mr. Masashi Takehi Mr. Eiji Hirano Remuneration Committee: Mr. Kenro Kakeya (Chairman) Ms. Yuko Numata Mr. Masashi Takehi Audit Committee: Mr. Gokita Akira (Chairman) 15 Mr. Eiji Hirano Ms. Yuko Numata Notation to the 2nd Resolution: (Outline of Directors and Officers Liability Insurance) The Company has contracted Directors and Officers Liability Insurance (the D&O Insurance). Therefore, any person appointed as an applicable director or officer will be covered by the D&O Insurance. The outline of the D&O Insurance is as follows: i. Geographical coverage is the whole world and insurance period is from March 23, 2022 to March 23, 2023, ii. Compensable events: a. If an applicable director or officer becomes liable for a damage claim from a shareholder or third person resulting from the director’s or officer’s action or failure to act during the insurance period, such damage and litigation expenses will be covered. b. When there arises a possibility of a damage claim suit (even if a suit has not actually happened) and an applicable director or officer incurs expenses in related defense, such expenses will be covered. c. This insurance will not cover a damage claim resulting from an applicable director’s or officer’s action contrary to public order and morals, thereby ensuring that directors’ or officers’ execution of their duty will be made in an appropriate manner. II. 3rd proposed resolution: Authorization of the Board of Directors to decide terms and conditions for the issuance of share warrants as stock options to directors (excluding outside directors), executive officers, operating officers, executive advisers and employees of the Company and its subsidiaries. [Please refer to the Company’s press release dated May16, 2022, titled “Authorization of the Board of Directors to Decide Terms and Conditions for the Placement of Share Warrants as Stock Options for “the Group” on Ichiyoshi’s website (https://www.ichiyoshi.co.jp/stockholder/ presentation)] (For reference, above-mentioned executive advisors are an executive class of officers appointed from inside or outside of the Company and equipped with a high level of expertise in specified areas of the Company’s business and perform their duties on a full-time basis.) [Reference] Ichiyoshi’s Attitude to Sustainability (sustainable growth) 1. Corporate Philosophy 16 The Company has made efforts to “Build a company like no others so far in Japan” based on “Ichiyoshi Credo” as a pillar of its corporate philosophy. The Credo records “the Company’s Principles and Action Guidelines which directors, officers and employees all hold as their common measure of value for the Company’s raison d’etre in the community. Raison d’etre for stakeholders and the Company’s attitude Vis-à-vis employees: Work-friendly and worthwhile offices Training system Vis-à-vis shareholders: Return to shareholders Corporate governance Compliance system Disclosure policy Vis-à-vis customers: Business operations based on customer-first attitude Making safe and secure for customers Vis-à-vis Society: Social contribution activities Actions through business activities. (For further information, please log on to the Company’s website: https//www.ichiyoshi.co.jp/esg) 2, Business Model The Company has held “Customer First” as its guideline since its founding. As flow of money “From savings to investments” progressed in tandem with the Japanese “Big Bang” in late 1990’s, the Company has changed its business model to “asset-accumulation type” and exerted to increase customers’ assets in and safe and steady manner. In 2000, the Company adopted “Ichiyoshi Standards” incorporating 7 principles, not selling products simply because they are popular, thus clearly establishing customer-first policy. In order further to promote flow of money “From savings to asset-building,” the Company is in the process of drawing up portfolios catered for each of customers’ needs. Thus, the Company is building “Truly customer-first sales system.” 3.Management Srategy KPIs (key performance indicators) for the Company are “customers’ assets under custody” as a barometer of customers’ trust and “cost coverage ratio” as a barometer of management stability. With an eye to improving the KPIs, the Company is proceeding with “Decisive Action for Reform” and focusing on important tasks and challenges to cope with rapidly changing circumstances. 17 (1) Mid-Term Management Plan “Attack 3” (for the period from April 2020 to March 31, 2023) Numerical targets: Customers’ assets under custody 3 trillion yen ROE Approx. 15% Number of lead-managed companies 80 Cost coverage ratio 60% services Strategies for expansion of customers’ assets in custody: Expansion through proposals based on customers’ needs and timely follow-up (i) Expansion of core-fund assets pivoted on “Dream Collection”(fund-wrap account vehicle) (ii) Expansion of core-stock assets pivoted on asset-backed stocks (including high-yielding large-cap stocks) (iii) Expansion of active assets piled up on the two core assets above (2) Material tasks and challenges Material tasks and challenges Ichiyoshi’s measures and policy ——————————————————————————————————————- Global easier money/expansion of fiscal Proposals based on customers’ risk tolerance Expenditures matching a low-interest rate age 100-year life expectancy Asset-building proposals based on customers’ needs matching longer healthy longevity DX Hybridized use of IT taking advantage of Ichiyoshi’s strength in face-to-face sales ESG, SDGs Furtherance of Ichiyoshi’s contribution to SDG-related activities Transformation of finance and securities Furtherance of change to asset-accumulation type business model, thereby enhancing customer-first business operations 4 Corporate Governance The Company moved from the statutory auditor system to the company-with three-committees system effective from June 2003. Hence, the Company has been equipped with a corporate governance system in which management decision-making, supervisory control and business execution each functions independently and effectively. Namely, decision-making and supervisory control are performed by the Board of Directors and 18 each of the three committees, and business execution is carried out by executive officers with the assistance of operating officers. [The diagram of Governance System is omitted in this English version] (1)Decision-making and Supervisory control (i) Board of Directors The Board of Directors resolves on matters required legally and stipulated under the Articles of Incorporation, decides or approves basic management policies and material matters on business executions and supervise business executions by directors and executive officers. (ii) Nominating Committee The Nominating Committee deliberates and decides on the nominees for directors to be elected or dismissed at the shareholders’ meeting. (iii) Remuneration Committee The Remuneration Committee reviews and decides on the individual remuneration of each director, executive officer, and operating officer. (iv) Audit Committee The Audit Committee audits the performance of duties by the directors and executive officers, prepares an audit report and a draft resolution to appoint or dismiss accountants to be submitted to the shareholders’ meeting for approval. The Audit Committee audits the legality and appropriateness of decision-making by directors and executive officers and the status of development of the Internal Control System in accordance with the auditing policy and the role-division set by the Audit Committee. The Company has in place the Audit Committee Office as a body to assist the Audit Committee. The Audit Committee Office is staffed with full-time personnel. (v) Management Committee The Management Committee is an advisory body to the Board of Directors and, as such, reviews important and/or urgent matters for the smooth management of business and reports the result of such reviews to the Board of Directors. . (vi) Internal Control Committee Aiming to build the unified internal control system for the Company and its subsidiaries, the Internal Control Committee formulates the internal control policy and reviews each individual important matter concerning internal control. (vii)Meeting of Directors without Executive Power The meeting consists of Chairman of Board of Directors and five outside directors to widely exchange information on the Ichiyoshi group, the securities industry and the economical environment. 19 (viii)Meeting of Independent and Outside Directors Independent and outside directors actively contribute to discussions at meetings of the Board of Directors by exchanging and sharing their views and insights from independent standpoints, thereby enhancing the effectiveness of the Board of Directors. (ix) Committee of Outside Experts The Committee of Outside Experts consists of members who have outstanding personality and insight and are independent of the Company. The Committee of Outside Experts deliberates on important management matters, as requested by the Board of Directors, independently, fairly and from the neutral standpoint, and provides the Board of Directors with their advice and recommendation based on such deliberation. (2)Business execution (i) Executive Officers Executive Officers can make decisions on the execution of matters entrusted by the Board of Directors, contributing to the smooth decision-making and business executions. (ii) Committee of Executive Officers The Committee of Executive Officers resolves on matters entrusted by the Board of Directors and coordinates activities among them for their smooth executions. (iii) Operating officers Following the decision made by the Committee of Executive Officers, each Operating Officer performs business execution under the instruction of his supervising Executive Officer. (iv) Other meetings The Company has in place the Risk Management Meeting (to consult on and cope with company-wide risk management), the Unified Compliance Meeting (to advise and follow up on review items at individual compliance meetings)) and the , Individual Compliance Meeting (to seek out risk items at individual sections for understanding and review), all as sub-bodies to the Internal Control Committee.. In addition, the Company has in place the Information Disclosure Meeting (to make proper, comprehensive and timely disclosure of any material event as it ever happens) and the IT Meeting (to review matters on IT investment and management and information security), both as decision-making organs of the Committee of Executive Officers. 5. Measures to Ensure the Effectiveness of Board of Directors Since before the installation of the corporate governance code, the Company has had in 20 place the company-with-three-committees system separating decision-making and execution with outside directors consulting fully with executing officers. Currently, as before, free and open discussions are being made at meetings of the Board of Directors, with executing officers listening to comments by outside directors. When there arise matters requiring more data in the eyes of outside directors, such matters will be treated as items of continued deliberation, thereby ensuring transparency. In order to further ensure the effectiveness of the Board of Directors, the following measures are being taken: (1) Meeting of non-executive directors The meeting of directors without executive power is held with the Chairman of the Board of Directors acting as chairman for the purpose of supervising the Company’s management from the independent and objective points of view. At the meeting, exchanges of views on securities industry, economy, social matters, beside the management of the Company are made freely and openly, thereby ensuring the effectiveness of the Board of Directors. Such meetings were held 9 times for the fiscal year ended March 31, 2022. (2) Meeting of independent and outside directors The meeting of independent and outside directors is held with the full-time outside director acting as chairman for the purpose of exchanging and sharing views and information from the independent and objective points of view. Additionally, ad-hoc meetings between independent and outside directors and executive group of officers are held for exchange and sharing of information and views, thereby ensuring the effectiveness of the Board of Directors. (3) Conducting of questionnaire on effectiveness of Board of Directors Since 2017, questionnaire to all directors has be conducted for the purpose of surveying the performance and effectiveness of the Board of Directors. 33 items in the questionnaire is intended to test whether the Board of Directors is properly functioning. The results are used to improve on problem areas and strengthen the Company’s advantages, thereby continuously ensuring the effectiveness of the Board of Directors. 6. Ichiyoshi’s Initiatives to ESG and SDGs (Vis-à-vis customers) Initiatives and approach E,S or G Contribution to SDGs ————————————————————————————————————————- Asset-accumulation type business S, G Goal 8: Work-worthwhile and economic growth model for customer-first priority Goal 9: Building base for industry and tech innovation 21 Unwavering belief in “Do not sell S Goals 8, 9 products simply because they are popular” Conviction in providing order-made S Goals 8, 9 products for each customer Approach to economic and social S Goals 8, 9 changes (management of assets in low-interest age) (hybridized sales activities and improvement on productivity) Approach to fin-tech age S Goals 8, 9 Approach to changes in banking S Goals 8, 9 and securities industries (business management on customer-first basis) Approach to 100-year life expectancy S Goal 1: Reduction of poverty (asset management matching longer Goal 8: Economic growth with worthwhile work healthy longevity) Goal 9: Building of base for industry and tech innovation Raising funds for Ichiyoshi’s SDGs- E, S Goal 8: Economic growth with worthwhile work focused small- and mid-cap fund Goal 9: Building of base for industry and tech innovation Goal 17: Achieving target in partnership (Vis-à-vis employees) Initiatives and approach E, S or G Contributions to SDGs ——————————————————————————————————————- Active participation by female workers S Goal 3: Health and welfare to every person and appointment of female managers Goal 5: Attainment of gender equality Goal 8: Economic growth with worthwhile work Creating a rewarding workplace that is S Goals 3, 5, 8 easy to work in (Vis-à-vis shareholders) Initiatives and approach E, S or G Contributions to SDGs ———————————————————————————————————————- Return to shareholders G Goal 8: Economic growth with worthwhile work Goal 16: Peace and justice to every person Corporate governance G Goals 8, 16 Company with three-committees system G Goals 8, 16 22 and executive officer system Compliance system S,G Goals 8, 16 Risk management G Goals 8, 16 (Vis-à-vis society) Initiatives and approach E, S or G Contributions to SDGs ———————————————————————————————————————— Mangrove project E Goal 13: Concrete measure for climate change Goal 15: Let’s protect the richness of the land Environmental conservation (eco-car, E Goals 13, 15 recycled paper, air-conditioner) Training of guide dog project S Goal 3: Health and welfare to every person Goal 10: Abolishment of inequality for every person and nation Pediatric medicine project S Goals 3, 10 School building construction project S Goal 4: High-quality education to every person Goal 6: Supply safe water and toilet to whole