エン・ジャパン（4849） – Notice of the 22nd Annual Meeting of Shareholders

To Our Shareholders: 1. Date: 2. Venue: 3. Purpose: Items to be reported: Items to be resolved: Item No. 1: Item No. 2: Item No. 3: Item No. 4: Item No. 5: Item No. 6: Item No. 7: Item No. 8: Securities Code: 4849 June 9, 2022 6-5-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo en Japan Inc. Takatsugu Suzuki, President Notice of the 22nd Annual Meeting of Shareholders en Japan cordially invites shareholders to the 22nd Annual Meeting of Shareholders as described below. You may exercise your voting rights in writing or via the Internet. Please refer to the following Reference Document for the Annual Meeting of Shareholders and exercise your voting right in the manner described hereafter no later than 5:00 p.m., on Monday, June 27, 2022. 10:00 a.m., Tuesday, June 28, 2022 (Reception starts from 9:30 a.m.) 35F, en Japan Inc. Seminar room, I-land Tower, 6-5-1 Nishi-Shinjuku, Shinjuku-ku, Tokyo 1. The business report, the consolidated financial statements and the results of consolidated financial statement audits by the Accounting Auditor and the Board of Corporate Auditors for the 22nd business period (April 1, 2021 to March 31, 2022) 2. The non-consolidated financial statements for the 22nd business period (April 1, 2021 to March 31, 2022) Appropriation of Retained Earnings Partial Amendment to the Articles of Incorporation Election of Eight (8) Directors (Excluding Directors Serving on the Audit and Supervisory Committee) Election of Three (3) Directors Serving on the Audit and Supervisory Committee Election of One (1) Substitute Director Serving on the Audit and Supervisory Committee Determination of the Amount of Remuneration, etc. for Directors (Excluding Directors Serving on the Audit and Supervisory Committee) Determination of the Amount of Remuneration, etc. for Directors Serving on the Audit and Supervisory Committee Determination of the Amount of Remuneration, etc. and Specifics Regarding the Share Warrants Granted to Directors (Excluding Directors and Outside Directors Serving on the Audit and Supervisory Committee) as Share Remuneration-type Stock Options – 1 – 4. Predetermined terms of the convocation If you are exercising your voting rights by a proxy, you may appoint another shareholder who holds his/her voting rights as your proxy to attend the general meeting of shareholders. Please note, however, that your proxy must submit a power of attorney in writing. ⚫ When you attend the meeting, please submit the enclosed voting form to the receptionist at the venue. Persons other than the shareholders who are eligible to exercise voting rights, including any proxies who are not shareholders and accompanying guests, may not enter the venue. In order to save on resources, please bring along this “Notice of Convocation” with you. ⚫ If there are any revisions to the business report, the consolidated and non-consolidated financial statements, and/or the Reference Document for the Annual Meeting of Shareholders, such revisions will be posted on our website. (URL: https://corp.en-japan.com/IR/report.html) ⚫ Of the documents to be provided at the time of this Notice of Convocation, “Consolidated Notes to Consolidated Financial Statements”, “Individual Notes to Financial Statements”, “Consolidated Statements of Changes in Net Assets”, “Non-consolidated Statements of Changes in Net Assets” and “Systems to Ensure the Appropriateness of Business Operations” are posted on our website (https://corp.en-japan.com/IR/report.html) pursuant to the provisions of laws and regulations and Article 15 of the Articles of Incorporation, and are not included in the attached “22nd Periodic Report.” ⚫ No souvenirs or gifts will be distributed at this fiscal year’s general meeting of shareholders. Thank you for your understanding. – 2 – Item No. 1: Appropriation of Retained Earnings The Company would like to appropriate retained earnings as follows. Year-end Dividend From the perspective of medium- to long-term earnings growth, the Company believes that strategic investments, such as M&As and investments, and returns to shareholders are important measures, while making appropriate investments in accordance with the stage of business development. Therefore, the Company has adopted the basic policy of setting a “dividend payout ratio of 50%”. Based on the above policy, concerning the dividend for the fiscal year ended March 31, 2022, the Company would like to disburse 70.10yen per share as setting a dividend payout ratio of 50% and propose as follows. 1) Type in which dividends are paid Cash payment 2) Allocation of dividends and total amount of dividends The Company would like to disburse 70.1 yen per common share of the Company. In this case, the total amount of dividends shall be 3,313,495,422 yen. 3) Effective date on which dividends are disbursed from retained earnings The Company would like to disburse the dividend on June 29, 2022. * The difference from the dividend payout ratio shown in the financial results is a result of accounting for the J-ESOP dividend amount. Specifically, the Company calculates a dividend payout ratio using the following formula: Total amount of dividends paid / Profit attributable to owners of the parent = Dividend payout ratio (%). (Reference) Changes in dividends/payout ratio Dividend per Share (Yen) Dividend Payout Ratio (%) FYE03/2019 FYE03/2020 FYE03/2021 FYE03/2022 (current fiscal year) – 3 – Item No. 2: Partial Amendment to the Articles of Incorporation 1. Reason for proposal (1) The Company plans to replace its Board of Corporate Auditors with an Audit and Supervisory Committee in order to enhance its ability to supervise the Board of Directors by having the members of the Audit and Supervisory Committee that audits Directors’ performance of duties serve on the Board of Directors as voting members. The Company believes that the enhanced oversight should lead to further improvement of its corporate governance. Accordingly, the Company proposes to make the amendments necessary for this shift to a structure of a company with an Audit and Supervisory Committee, such as stipulating new provisions concerning Directors serving on the Audit and Supervisory Committee as well as the Audit and Supervisory Committee, deleting provisions pertaining to Corporate Auditors and the Board of Corporate Auditors, and making the necessary changes to certain words and phrases. (2) The amendment stipulated in the proviso to Article 1 of the Supplementary Provision of the Act Partially Amending the Companies Act (Act No. 70 of 2019) will come into effect on September 1, 2022, and the Company proposes to revise its Articles of Incorporation as follows to prepare for the introduction of a system that provides general shareholder meeting materials in electronic format. 1) Article 15, paragraph 1 of the proposed amendment will stipulate that the Company shall take measures to provide information contained in the reference documents for a general meeting of shareholders and other relevant documents in electronic format. 2) Article 15, paragraph 2 of the proposed amendment will stipulate a provision limiting the scope of matters to be stated in paper-based documents to be delivered to shareholder upon request. 3) The provision for online disclosure and deemed provision of the reference documents for a general meeting of shareholders and other relevant documents (Article 15 of the current Articles of Incorporation) will be deleted since it is no longer necessary. 4) Supplementary provisions regarding the effective date, etc. will be added due to the stipulation or deletion of provisions as noted above. 2. Details of revision The detail of revision of the Articles of Incorporation is as follows. The amendment to the Articles of Incorporation regarding this agenda item will become effective at the conclusion of this Annual Meeting of Shareholders, and the amendment to the Articles of Incorporation regarding the introduction of a system for providing general shareholder meeting materials in electronic format as described in 1. (2) above will become effective as set forth in the supplementary provisions regarding the effective date and other matters. – 4 – (Those parts to be amended are underlined.) Current Articles of Incorporation Proposed amendments Article 4 (Organization Bodies) In addition to the general meeting of shareholders and directors, the Company shall have the following organizational bodies: Article 1 (Organization Bodies) In addition to the general meeting of shareholders and Directors, the Company shall have the following organizational bodies: 1. Board of Directors 2. Corporate Auditor 3. Board of Corporate Auditors 4. Accounting Auditor Article 15 (Online disclosure and deemed provision of the reference documents for a general meeting of shareholders and other relevant documents) Upon convening a general meeting of shareholders, the Company may deem that it has provided information pertaining to matters to be stated or presented in the reference documents for the general meeting of shareholders, business report, and consolidated and non-consolidated financial statements to shareholders by disclosing such information via the Internet in accordance with applicable laws and regulations. Article 18 (Number of Directors) The Company shall have no more than ten (10) directors. (Newly Established) Article 19 (Election Method) 1) (The text omitted) 2) (The text omitted) 1. Board of Directors 2. Audit and Supervisory Committee (Deleted) 3. Accounting Auditor Article 15 (Electronic Provision of Information) Upon convening a general meeting of shareholders, the Company shall take measures to provide information contained in the reference documents for the general meeting of shareholders and other relevant documents in electronic format. 2) The Company may not include all or some of the matters stipulated in the Ministry of Justice ordinance, for which it will take measures to provide information in electronic format, in the paper-based documents to be delivered to shareholders who request delivery of said documents by the record date for voting rights. Article 18 (Number of Directors) The Company shall have no more than ten (10) directors (excluding directors serving on the Audit and Supervisory Committee). 2) The Company shall have no more than four (4) directors serving on the Audit and Supervisory Committee. Article 19 (Election Method) Directors shall be elected at a general meeting of shareholders through separate elections for directors who will serve on the Audit and Supervisory Committee as well as for other directors. 2) (Unchanged) 3) (Unchanged) – 5 – Current Articles of Incorporation Proposed amendments Article 20 (Term of Office) The term of office of directors shall expire at the conclusion of the annual meeting of shareholders relating to the last business year ending within one (1) year after their election. (Newly Established) (Newly Established) Article 21 (Representative Directors and Executive Directors) The Board of Directors shall, by a resolution, select representative directors from among the directors. 2) The Board of Directors shall, by a resolution, select a president and may appoint a chairman of the Board as well as several executive vice presidents, senior managing directors, and managing directors as needed. Article 23 (Notice of a Board of Directors Meeting) Notices of meetings of the Board of Directors shall be given to each director and each corporate auditor at least three (3) days prior to the date of the meeting. However, this period may be shortened if it is necessary to convene an urgent meeting. 2) A Board of Directors meeting may be held without following the procedures for convening a meeting when there is unanimous consent of all directors and corporate auditors. – 6 – Article 20 (Term of Office) The term of office of directors (excluding directors serving on the Audit and Supervisory Committee) shall expire at the conclusion of the annual meeting of shareholders relating to the last business year ending within one (1) year after their election. 2) The term of office of directors serving on the Audit and Supervisory Committee shall expire at the conclusion of the annual meeting of shareholders relating to the last business year ending within two (2) years after their election. 3) The term of office of a director serving on the Audit and Supervisory Committee who has been elected to fill a vacancy of a director serving on the Audit and Supervisory Committee who retires before the expiration of his/her term of office shall expire when the term of office of the said retiring director expires. Article 21 (Representative Directors and Executive Directors) The Board of Directors shall, by a resolution, select representative directors from among the directors (excluding directors serving on the Audit and Supervisory Committee). 2) The Board of Directors shall, by a resolution, select a president from among the directors (excluding directors serving on the Audit and Supervisory Committee) and may appoint a chairman of the Board as well as several executive vice presidents, senior managing directors, and managing directors as needed. Article 23 (Notice of a Board of Directors Meeting) Notices of meetings of the Board of Directors shall be given to each director at least three (3) days prior to the date of the meeting. However, this period may be shortened if it is necessary to convene an urgent meeting. 2) A Board of Directors meeting may be held without following the procedures for convening a meeting when there is unanimous consent of all directors. Current Articles of Incorporation Proposed amendments (Newly Established) Article 24 (Delegation of Important Business Decisions) Pursuant to Article 399-13, paragraph 6 of the Companies Act, the Company may delegate decision-making regarding the execution of important business (excluding the matters listed in each item of paragraph 5 of Article 399-13 of the Companies Act) to directors either entirely or partially by a resolution of the Board of Directors. Article 25 (Unchanged) Article 26 (Remuneration, Etc.) Remuneration, bonuses, and other financial benefits paid to directors by the Company as compensation for the execution of their duties shall be determined by resolution of a general meeting of shareholders, separately for directors serving on the Audit and Supervisory Committee and other directors. Article 27 to Article 28 (Unchanged) Article 24 (The text omitted) Article 25 (Remuneration, Etc.) Remuneration, bonuses, and other financial benefits paid to directors by the Company as compensation for the execution of their duties to as “Remuneration, (hereinafter referred Etc.”) shall be determined by resolution of a general meeting of shareholders. Article 26 to Article 27 (The text omitted) Chapter 5 Corporate Auditors and Board of Corporate Auditors Article 28 (Number of Corporate Auditors) The Company shall have no more than four (4) corporate auditors. Article 29 (Election Method) The Corporate Auditors shall be elected by the resolution of general meeting of shareholders. The resolution for the election of Corporate Auditors shall be adopted by a majority of voting rights of the shareholders present and having one-third or more of the total number of voting rights. (Deleted) (Deleted) (Deleted) – 7 – Current Articles of Incorporation Proposed amendments (Deleted) Article 30 (Term of Office) The term of office of corporate auditors shall expire at the conclusion of the annual meeting of shareholders relating to the last business year ending within four (4) years after their election. 2) The term of office of a corporate auditor who has been elected to fill a vacancy of a corporate auditors who retires before the expiration of his/her term of office shall expire when the term of office of the said retiring corporate auditor expires Article 31 (Full-time Corporate Auditors) The Board of Corporate Auditors shall, by a resolution, select Full-time corporate auditors. Article 32 (Notice of a Board of Corporate Auditors Meeting) Notices of meetings of the Board of Corporate Auditors shall be given to each corporate auditor at least three (3) days prior to the date of the meeting. However, this period may be shortened if it is necessary to convene an urgent meeting. 2) A Board of Corporate Auditors meeting may be held without following the procedures for convening a meeting when there is unanimous consent of all corporate auditors. Article 33 (Rules of the Board of Corporate Auditors) Matters concerning the Board of Corporate Auditors shall be governed by laws and regulations or these Articles of Incorporation as well as the Rules of the Board of Corporate Auditors established by the Board of Corporate Auditors. Article 34 (Remuneration, Etc.) Remuneration etc. paid to corporate auditors by the Company shall be determined by resolution of a general meeting of shareholders. (Deleted) (Deleted) (Deleted) (Deleted) – 8 – Current Articles of Incorporation Proposed amendments (Deleted) Article 35 (Exemption of Corporate Auditors from Liability) Pursuant to Article 426, paragraph 1 of the Companies Act, the Company may, by a resolution of the Board of Directors, exempt corporate auditors (including those who were formerly corporate auditors) from liability for damages as provided in Article 423, paragraph 1 of the Companies Act to the extent permitted by law. 2) Pursuant to Article 427, paragraph 1 of the Companies Act, the Company may enter into an agreement with corporate auditors to limit their liability for damages as provided in Article 423, paragraph 1 of the Companies Act to the extent permitted by law. (Newly Established) (Newly Established) (Newly Established) (Newly Established) Article 36 to Article 39 (The text omitted) – 9 – Chapter 5 Audit and Supervisory Committee Article 29 (Full-time Audit and Supervisory Committee Members) The Audit and Supervisory Committee may, by its resolution, select a full-time Audit and Supervisory Committee member. Article 30 (Notice of the Audit and Supervisory Committee) Notice of the Audit and Supervisory Committee shall be given to each Audit and Supervisory Committee Member at least three (3) days prior to the date of the meeting. However, this period may be shortened if it is necessary to convene an urgent meeting. 2) The Audit and Supervisory Committee may be held without following the procedures for convening a meeting when there is unanimous consent of all Audit and Supervisory Committee Members. Article 31 (Rules of the Audit and Supervisory Committee) Matters concerning the Audit and Supervisory Committee shall be governed by laws and regulations or these Articles of Incorporation as well as the Rules of the Audit and Supervisory Committee established by the the Audit and Supervisory Committee Article 32 to Article 35 (The text omitted) Current Articles of Incorporation Proposed amendments (Newly Established) (Newly Established) (Newly Established) Supplementary Provisions Article 1 (Exemption of Corporate Auditors from Liability) Pursuant to Article 426, paragraph 1 of the Companies Act, the Company may, by a resolution of the Board of Directors, exempt corporate auditors (including those who were formerly corporate auditors) from liability for damages as provided in Article 423, paragraph 1 of the Companies Act, arising from any action taken prior to the conclusion of the 22nd Annual Meeting of Shareholders, to the extent permitted by law. Article 2 (Transitional Measures Concerning Electronic Provision of Information) The deletion of Article 15 (Online Disclosure and Deemed Provision of the Reference Documents for a General Meeting of Shareholders and Other Relevant Documents) of the pre-amendment version of the Articles of Incorporation and the stipulation of Article 15 (Electronic Provision of Information) of the post-amendment version of the Articles of Incorporation are effective as of September 1, 2022 (the “Effective Date”), the date when the amendment stipulated in the proviso to Article 1 of the Supplementary Provision of the Act Partially Amending the Companies Act (Act No. 70 of 2019) comes into effect. the 2) Notwithstanding (Online preceding paragraph, Article 15 Disclosure and Deemed Provision of the Reference Documents for a General Meeting of Shareholders Relevant Documents) of the pre-amendment version of the Articles of Incorporation shall remain in effect with respect to any general meeting of shareholders held within six (6) months from the Effective Date. 3) These supplementary provisions shall be deleted once six (6) months have elapsed from the Effective Date or after three (3) months have elapsed from the date of the general meeting of shareholders described in the preceding paragraph, whichever is later. the provisions of Other and – 10 – Item No. 3: Election of Eight (8) Directors (Excluding Directors Serving on the Audit and Supervisory Committee) If Item No. 2: Partial Amendment to the Articles of Incorporation is approved and adopted as proposed, the Company will transition to a company with an Audit and Supervisory Committee, and all eight (8) Directors will retire due to the expiration of their terms of office upon the effective date stated in the amended Articles of Incorporation. Accordingly, the Company proposes the election of eight (8) Directors (excluding Directors to serve on the Audit and Supervisory Committee, the same applies hereafter in the discussion of this agenda item) to serve on the Board after this transition. This agenda item will become effective on condition that the amendment to the Articles of Incorporation in Item No. 2, Partial Amendment to the Articles of Incorporation, takes effect. The candidates for Directors are as follows. Candidate’s No. Name Current position and responsibilities in the Company Attendance at the meetings of the Board of Directors Reappointment Takatsugu Suzuki 12/12 (100%) Reappointment Michikatsu Ochi 12/12 (100%) Reappointment Megumi Kawai 12/12 (100%) 4 Reappointment Teruyuki Terada 10/10 (100%) 5 Reappointment Takuo Iwasaki 10/10 (100%) Reappointment Outside Director Independent Officer Reappointment Outside Director Independent Officer New appointment Kayo Murakami Outside Director 12/12 (100%) Wataru Sakakura Outside Director 10/10 (100%) Yuri Hayashi – – – 11 – Representative Director, President and Executive Officer Chairman of the Board Managing Director and Executive Officer Manager of Brand Planning Office Director and Executive Officer General Manager of Digital Product Development Division Director and Executive Officer General Manager of engage Division 1 2 3 6 7 8 Outside Director Independent Officer Policy for the selection of candidates With regard to the election of Inside Directors, the Company has nominated personnel who are appropriate for promoting a highly efficient management system, and who not only possess high levels of expertise in their respective fields, but also can respond rapidly, flexibly, and appropriately to changes in the business environment, premised on the fact that the personnel have jointly created the Company’s management philosophy and are able to devote themselves every day to the realization of that philosophy. With regard to the election of Outside Directors, the Company has nominated personnel who are sympathetic to its management philosophy, are able to monitor management independently from an objective standpoint, and possess a wide range of perspectives, without being biased toward the interests of management and specific stakeholders. Decision procedure When nominating a candidate for Director, the Board of Directors considers and decides based on the opinions of the Voluntary Nomination and Compensation Committee, which is composed mainly of Outside Directors. Criteria for determining the independence of Outside Officers The Company has established the Criteria for Determining the Independence of Outside Officers as follows. If they fall under the following criteria, the Company determines that they are not to be sufficiently independent of the Company. 1. An officer who currently falls under any of the following or has done within the past ten (10) years (1) A person who has work experience (including being an Executive (*1)) at the Company or subsidiaries of the Company (hereinafter collectively referred to as the “Group”) (2) A person who is a major shareholder of the Company (a person who holds 10% or more of the shares) or a person who, if such person is a juridical person, has assumed the office of an Executive or Corporate Auditor of such juridical person (limited to cases where an Outside Auditor is designated as an Independent Officer). 2. An officer who currently falls under any of the following or has done within the past three (3) years (1) A major business partner (*2) of the Group or an Executive thereof (2) A person with whom the Group (*3) is a major business partner or an Executive thereof (3) A major lender of the Group (*4) or an Executive thereof (4) A consultant, an accounting professional, or a legal professional (*5) who has received large amounts of money or other property other than officer’s remuneration from the Group (5) A certified public accountant who belongs to the accounting auditor or the auditing firm as an accounting auditor of the Group (6) A person who has received large donations from the Group (*6) or an Executive thereof 3. An officer whose relatives within the second degree of kinship of the officer (limited to important persons (*7)) fall under any of the above 1 or 2. – 12 – *1 A Director, an Executive Officer, an Executive Managing Officer, and other officers or employees equivalent thereto *2 A business partner to whom the total net sales of the Group in any of the last three (3) fiscal years exceed 2% of the consolidated net sales of the Company *3 A business operator whose net sales to the Group in any of the last three (3) fiscal years exceeds 2% of the consolidated net sales of the business operator *4 A lender whose amount of lending to the Group exceeds 2% of the total consolidated assets of the Company at the end of any of the last three (3) fiscal years *5 A person whose total amount of remuneration from the Group in any of the last three (3) fiscal years exceeds 10 million yen *6 A recipient whose total donations from the Group in any of the last three (3) fiscal years exceeds 10 million yen *7 Important persons shall be Directors, Executive Officers, Executive Managing Officers, and Executives who are at the level of Manager or above, or Executives who have authority equivalent thereto. – 13 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned 1 Takatsugu Suzuki Male (January 3, 1971) Reappointment Apr. 1995 Jan. 2000 Jun. 2008 Apr. 2015 Joined Nihon Brain Center, K.K. Director of the Company President of the Company President and Executive Officer of the Company (incumbent) [Significant concurrent positions] Chairman and Representative Director of en world Japan K.K. Chairman of Navigos Group Vietnam Joint Stock Company Reasons for nomination as candidate for Director Mr. Takatsugu Suzuki joined Nihon Brain Center, K.K. as a fresh graduate. Subsequently, in connection with the launch of the Company in 2000, he was elected as a Director in recognition of the high regard held for his five (5) years of work performance, sales capabilities, and management skills. Since 2008, he has been responsible for management as a Representative Director. Based on his extensive experience and achievements, the Company continues to nominate him as a candidate for Director. 62,600 shares Candidate’s No. Name (Date of birth) 2 Michikatsu Ochi Male (January 18, 1951) Reappointment Number of the Company’s shares owned 4,383,900 shares Aug. 1983 Jan. 2000 Dec. 2000 Jun. 2008 Apr. 2015 Mar. 2022 Brief profile and positions Established Nihon Brain Center, K.K. Established the Company President of the Company Chairman of the Company Chairman and Executive Officer of the Company Chairman of the Board of the Company (incumbent) Reasons for nomination as candidate for Director Mr. Michikatsu Ochi established Nihon Brain Center, K.K. in 1983 and founded the Company in 2000. Since March 2022 he has served as Chairman of the Board of Directors and drawn on his extensive experience and achievements to oversee management of the Company. The Company nominated him as a candidate for Director again with confidence that he will continue to leverage his experience and knowledge gained over the years to help the Company achieve sustainable growth. – 14 – Candidate’s No. Name (Date of birth) Megumi Kawai Female (April 12, 1963) Reappointment Candidate’s No. Name (Date of birth) Teruyuki Terada Male (April 22, 1979) Reappointment 3 4 Number of the Company’s shares owned 59,000 shares Number of the Company’s shares owned 4,600 shares Jan. 1990 Mar. 2005 Apr. 2013 Apr. 2015 Jun. 2021 Brief profile and positions Joined Nihon Brain Center K.K. Director of the Company Manager of Brand Planning Office of the Company (incumbent) Director and Executive Officer of the Company Managing Director and Executive Officer of the Company (incumbent) Reasons for nomination as candidate for Director Ms. Megumi Kawai joined Nihon Brain Center, K.K. mid-career. Subsequently, in connection with the launch of the Company in 2000, she was elected as a Director in recognition of the high regard held for her ten (10) years of work performance and ability to develop new services. Since then, she has been involved in management for many years. Based on her extensive experience and achievements, the Company continues to nominate her as a candidate for Director. Apr. 2002 Apr. 2013 Apr. 2014 Apr. 2015 Jun. 2021 Brief profile and positions Joined the Company Manager of Websites Planning Division of the Company Manager of Digital Product Development Division of the Company (incumbent) Executive Officer of the Company Director and Executive Officer of the Company (incumbent) Reasons for nomination as candidate for Director Mr. Teruyuki Terada joined the Company as a fresh graduate in 2002. Subsequently, he was engaged in corporate sales strategy and marketing to support mid-career recruitment before assuming the office of General Manager of the current division that is in charge of planning, development, and marketing of websites. Since then, he has led the establishment and renewal of many representative web services of the Company, including en TENSHOKU, en BAITO, and engage. Believing that his knowledge extensive achievements will contribute to the development of management strategies of the Company, the Company continues to nominate him as a candidate for Director. technology digital and of – 15 – Candidate’s No. Name (Date of birth) 5 Takuo Iwasaki Male (February 10, 1981) Reappointment Number of the Company’s shares owned 6,300 shares Apr. 2003 Oct. 2011 Jan. 2013 Apr. 2014 Apr. 2016 Apr. 2018 Jun. 2021 Apr. 2022 Brief profile and positions Joined the Company Manager of Metropolitan 1st Sales Group of Mid-Career Recruitment Support Division of the Company Head of Nagoya Branch of the Company Planning Manager of Mid-Career Recruitment Support Division of the Company Manager of Mid-Career Recruitment Media Division of the Company Executive Officer of the Company Director and Executive Officer of the Company (incumbent) General Manager of engage Division of the Company (incumbent) Reasons for nomination as candidate for Director Mr. Takuo Iwasaki joined the Company as a fresh graduate in 2003. Subsequently, he served as a sales manager for the Mid-Career Recruitment Media Division and other positions before he assumed the office of Planning Manager in 2014 and successfully led the major renewal of en TENSHOKU. Since assuming the office of Manager of the Mid-Career Recruitment Media Division in April 2016, he administered its business as a whole for many years. Since April 2022, he has been striving to develop the engage Division as its manager. Believing that his extensive experience and achievements will contribute to the development of the Company’s management strategies, the Company continues to nominate him as a candidate for Director. – 16 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned Limited Jul. 2020 Jun. 2020 Oct. 2016 Sep. 1990 May 2001 Dec. 1996 Mar. 2007 Mar. 2014 the Company Sep. 2012 Sep. 2013 Joined AG Company Established KM Connet Company Joined Netyear Group Corporation Joined Culture Convenience Club Co., Ltd. Joined Rakuten, Inc. Joined P.G.C.D. JAPAN, Inc. Completed the course of Master of Business Administration, Graduate School of Management, GLOBIS University Joined Synapse co., ltd. Outside Director of (incumbent) Representative Partner of Kazu and Company LLC (incumbent) [Significant concurrent positions] Representative Partner of Kazu and Company LLC Reasons for nomination as candidate for Outside Director and overview of expected roles Ms. Kayo Murakami has extensive knowledge related to web, digital marketing and DX. In addition, taking advantage of her unique perspective as a woman, she has contributed to the promotion of diversity management by actively providing opinions and advice at the meetings of the Board of Directors of the Company and management meetings. She is also improving transparency and fairness of the procedures for election and dismissal of Officers and the process for determining remuneration as a member of the Nomination and Compensation Committee. Determining that she is the right person to supervise improved management corporate value of the Group, the Company requests her re-election as an Outside Director. for sustainable growth and – shares 6 Kayo Murakami Female (September 16, 1967) Reappointment – 17 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned Jun. 2021 Apr. 2020 the Company Apr. 2001 Jan. 2005 Jan. 2013 Joined Corporate Directions, Inc. Joined Boston Consulting Group Managing Director & Partner of Boston Consulting Group Director and Chief Operating Officer of One Capital (incumbent) Outside Director of (incumbent) [Significant concurrent positions] Director and Chief Operating Officer of One Capital Reasons for nomination as candidate for Director and overview of expected roles Mr. Wataru Sakakura has achievements in supporting digital transformation for major corporations for about 20 years at a world-leading strategic consulting firm, while having prominent achievements and knowledge on investment and strategies for SaaS in Japan as COO for One Capital, Inc., he has contributed to the development of is also the Company’s management strategies. He improving transparency and fairness of the procedures for election and dismissal of Officers and the process for determining remuneration as a member of the Nomination and Compensation Committee. Determining that he is the right person to supervise management for sustainable growth and improved corporate value of the Group, the Company requests his re-election as an Outside Director. – shares 7 Wataru Sakakura Male (January 18, 1979) Reappointment – 18 – Candidate’s No. Name (Date of birth) 8 Yuri Hayashi Female (July 11, 1980) New appointment Number of the Company’s shares owned – shares Apr. 2003 Jan. 2011 Feb. 2015 Mar. 2017 Oct. 2017 Brief profile and positions relations- Joined Recruit Co., Ltd. Editor-in-chief of Recruit’s “Suumo Magazine” Established Yurisha (sole proprietorship) and in public Engaged community development-related activities at various organizations and companies Withdrew from the Doctoral Program at the Graduate School of Media and Governance, Keio University Appointed Deputy Mayor of Shijonawate City, Osaka Prefecture Reasons for nomination as candidate for Outside Director and overview of expected roles Ms. Yuri Hayashi has extensive knowledge of marketing and management gained over the years while working for Recruit Co., Ltd. She became the first female deputy mayor of Shijonawate City, Osaka Prefecture in 2017 and utilized her experience working in the private sector to implement organizational reforms while promoting childcare policies and urban development. She exemplifies the essence of the Company’s social impact hiring initiative. When stacked up against the other candidates, the Company determined that her experience and knowledge best met the criteria for the kind of person it is looking for, and that is why it is recommending she be elected as an Outside Director. Notes: 1. Mr. Wataru Sakakura concurrently serves as Director and COO for One Capital, Inc. The Company has invested 285 million yen for a purely investment purpose in a partnership that One Capital manages as a general partner, however, there are no transactions occur other than profit sharing. This amount accounts for less than 1% of the Company’s total consolidated assets and less than 2% of the total amount invested in the said partner. The Company has signed a part-time advisory contract with Ms. Yuri Hayashi. Compensation for this, now expired, contract was paid in consideration of her consulting services for recruitment planning. To date, the amount paid to her totals less than 5 million yen. Because all of the above transactions satisfy the Rules for Determining the Independence of Outside Officers established by the Company, the Company has determined that there are no issues concerning their independence. There are no special interests between Mr. Takatsugu Suzuki, Mr. Michikatsu Ochi, Ms. Megumi Kawai, Mr. Teruyuki Terada, Mr. Takuo Iwasaki and Ms. Kayo Murakami and the Company. 2. Ms. Kayo Murakami, Mr. Wataru Sakakura and Ms. Yuri Hayashi are the candidates for Outside Directors. 3. Ms. Kayo Murakami is currently an Outside Director of the Company, and her term of office is two (2) years ending at the conclusion of the Annual Meeting of Shareholders. Mr. Wataru Sakakura is currently an Outside Director of the Company, and his term of office is one (1) year ending at the conclusion of the Annual Meeting of Shareholders. If Ms. Kayo Murakami, Mr. Wataru Sakakura and Ms. Yuri Hayashi assume the office of Directors, the Company plans to register Ms. Kayo Murakami, Mr. Wataru Sakakura and Ms. Yuri Hayashi as 4. – 19 – Independent Officers stipulated under the rules of the Tokyo Stock Exchange. 5. The Company has entered into a limited liability agreement with Ms. Kayo Murakami and Mr. Wataru Sakakura based on the provisions of its Articles of Incorporation to limit their damage compensation liability as provided for by Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427, Paragraph 1 of the said Act. The maximum amount of liability under the said agreement shall be the amount prescribed in laws and regulations. If re-election of Ms. Kayo Murakami and Mr. Wataru Sakakura is approved, the Company will continue the above limited liability agreement with them. If Ms. Yuri Hayashi assumes the office of Director, the Company will enter into the same agreement with Ms. Yuri Hayashi. 6. The Company has concluded liability insurance contracts for Officers with an insurance company, that cover Directors, Corporate Auditors, Executive Officers, and Officers of subsidiaries as the insured. These insurance contracts compensate for damages caused at the responsibility assumed by the insured for the execution of their duties or damages claimed related to the pursuit of such responsibility. The Company pays all the insurance premiums. The above insurance contracts do not cover claims for damages caused by intentional acts or gross negligence of the insured. If the candidates assume the offices of Directors, they will become the insured of the above insurance contracts, and the Company plans to renew the above insurance contracts in January 2023. – 20 – Item No. 4: Election of Three (3) Directors Serving on the Audit and Supervisory Committee If Item No. 2: Partial Amendment to the Articles of Incorporation is approved and adopted as proposed, the Company will transition to a company with an Audit and Supervisory Committee, and hence the Company requests the election of three (3) Directors who will serve on the Audit and Supervisory Committee. With regard to this agenda item, the consent of the Board of Corporate Auditors has been obtained. This agenda item will become effective on condition that the amendment to the Articles of Incorporation in Item No. 2, Partial Amendment to the Articles of Incorporation, takes effect. The candidates for Directors Serving on the Audit and Supervisory Committee are as follows. Candidate’s No. Name Current position and responsibilities in the Company Attendance at the meetings of the Board of Directors 1 Taisuke Igaki Outside Director 12/12 (100%) 2 Outside Director Naoki Otani Outside Director 12/12 (100%) New appointment Outside Director New appointment Independent Officer New appointment Independent Officer 3 Outside Director Toshihiko Ishikawa Outside Director 10/10 (100%) Policy for the selection of candidates In electing Directors to serve on the Audit and Supervisory Committee, the Company nominates individuals who are highly discerning and recognize the role and responsibilities that the Company should fulfill in society without being biased toward the interests of management or specific stakeholders. Decision procedure When nominating Directors to serve on the Audit and Supervisory Committee, the Board of Directors makes its decision in light of proposals made by the Representative Directors as well as the opinions of the Outside Directors and with the consent of the Board of Corporate Auditors. Criteria for determining the independence of Outside Officers – 21 – The Company has established the Criteria for Determining the Independence of Outside Officers as follows. If they fall under the following criteria, the Company determines that they are not to be sufficiently independent of the Company. 1. An officer who currently falls under any of the following or has done within the past ten (10) years (1) A person who has work experience (including being an Executive (*1)) at the Company or subsidiaries of the Company (hereinafter collectively referred to as the “Group”) (2) A person who is a major shareholder of the Company (a person who holds 10% or more of the shares) or a person who, if such person is a juridical person, has assumed the office of an Executive or Corporate Auditor of such juridical person (limited to cases where an Outside Auditor is designated as an Independent Officer). 2. An officer who currently falls under any of the following or has done within the past three (3) years (1) A major business partner (*2) of the Group or an Executive thereof (2) A person with whom the Group (*3) is a major business partner or an Executive thereof (3) A major lender of the Group (*4) or an Executive thereof (4) A consultant, an accounting professional, or a legal professional (*5) who has received large amounts of money or other property other than officer’s remuneration from the Group (5) A certified public accountant who belongs to the accounting auditor or the auditing firm as an accounting auditor of the Group (6) A person who has received large donations from the Group (*6) or an Executive thereof 3. An officer whose relatives within the second degree of kinship of the officer (limited to important persons (*7)) fall under any of the above 1 or 2. *1 A Director, an Executive Officer, an Executive Managing Officer, and other officers or employees equivalent thereto *2 A business partner to whom the total net sales of the Group in any of the last three (3) fiscal years exceed 2% of the consolidated net sales of the Company *3 A business operator whose net sales to the Group in any of the last three (3) fiscal years exceeds 2% of the consolidated net sales of the business operator *4 A lender whose amount of lending to the Group exceeds 2% of the total consolidated assets of the Company at the end of any of the last three (3) fiscal years *5 A person whose total amount of remuneration from the Group in any of the last three (3) fiscal years exceeds 10 million yen *6 A recipient whose total donations from the Group in any of the last three (3) fiscal years exceeds 10 million yen *7 Important persons shall be Directors, Executive Officers, Executive Managing Officers, and Executives who are at the level of Manager or above, or Executives who have authority equivalent thereto. – 22 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned Oct. 2001 Jan. 2008 Jun. 2013 Jun. 2018 Jun. 2020 Registered as an attorney in Japan Joined Kitahama Partners Registered as an attorney in New York State LPC Partner of Nishimura & Asahi LPC (incumbent) Outside Director of UT Group Co., Ltd. (incumbent) Outside Corporate Auditor of Company Outside Director of (incumbent) the Company the [Significant concurrent positions] LPC Partner of Nishimura & Asahi LPC Outside Director of UT Group Co., Ltd. Reasons for nomination as candidate for Outside Director Serving on the Audit and Supervisory Committee and overview of expected roles Mr. Taisuke Igaki is well-versed in the business of the Company. He has actively provided opinions and advice at the meetings of the Board of Directors of the Company from a professional comprehensive experience as an attorney at law and an Outside Director. He is also improving transparency and fairness of the procedures for election and dismissal of Officers and the process for determining remuneration as the chair of the Nomination and Compensation Committee. Determining that he is the right person to supervise management for sustainable growth and improved corporate value of the Group, the Company requests his election as an Outside Director serving on the Audit and Supervisory Committee. Although he has never been directly involved in corporate management other than as an Outside Director or Outside Corporate Auditor, for the reasons stated above, the Company has determined that he can appropriately perform his duties as an Outside Director serving on the Audit and Supervisory Committee. perspective utilizing his – shares 1 Igaki Taisuke Male (May 4, 1973) New appointment – 23 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned 2 Naoki Otani Male (May 27, 1974) New appointment – shares Apr. 1999 Oct. 2001 Jul. 2007 Jan. 2008 Feb. 2009 May 2010 Dec. 2011 Feb. 2015 Jun. 2015 Apr. 2016 Oct. 2017 Feb. 2018 Jun. 2020 Registered as an attorney Joined Iinuma & Partners Joined Nishimura & Partners (Currently Nishimura & Asahi) Joined Unison Capital, Inc. Director of Unison Capital, Inc. Outside Director of Cosmos Life Co., Ltd. (Currently DAIWA LIFENEXT Co., Ltd.) Outside Director of MK Capital Management (Currently IDERA Capital Management Ltd.) Outside Director of Minit Asia Pacific Co., Ltd. Representative Japan Business Management Partners Law Office Outside Director of Mystar Engineering Corporation (incumbent) Executive Officer and CIO of Revamp Corporation Outside Director of Eagle Retailing Co., Ltd. Managing Director and Head of Buyout Investments of Japan Post Investment Corporation (incumbent) Outside Corporate Auditor of Company (incumbent) attorney the of [Significant concurrent positions] Outside Director of Mystar Engineering Corporation Managing Director and Head of Buyout Investments of Japan Post Investment Corporation Reasons for nomination as candidate for Outside Director Serving on the Audit and Supervisory Committee and overview of expected roles Mr. Naoki Otani has a wealth of experience in corporate management and private equity investments as well as keen insights gained as an attorney at law. He has actively provided opinions and advice at the meetings of the Board of Directors and the Board of Corporate Auditors of the Company. He is also improving transparency and fairness of the procedures for election and dismissal of Officers and the process for determining remuneration as a member of the Nomination and Compensation Committee. Believing that he will continue to apply his expertise and experience to its auditing system, the Company asks that he be elected as an Outside Director to serve on the Audit and Supervisory Committee. – 24 – Candidate’s No. Name (Date of birth) Brief profile and positions Number of the Company’s shares owned Apr. 1977 Mar. 1981 Feb. 1990 Jun. 1991 Jun. 2001 Apr. 2009 Jun. 2014 Jun. 2020 Jun. 2021 Jun. 2022 as a Certified Public Joined Ernst & Young LLC (Currently Ernst & Young ShinNihon LLC) Joined Business Brain Showa Inc. (Currently Business Brain Show-Ota Inc.) Registered Accountant Director of Business Brain Showa-Ota Inc. President of Financial Brain Systems Inc. President and CEO of Business Brain Showa-Ota Inc. CEO of BBS (Thailand) Co., Ltd. (incumbent) Chairman of Business Brain Showa-Ota Inc. (to be retired in June 2022) Outside Corporate Auditor of Company (incumbent) Chairman of the Board of Business Brain Showa-Ota Inc. (to be appointed in June 2022) the [Significant concurrent positions] Chairman of Business Brain Showa-Ota Inc. (to be appointed Chairman of the Board of Business Brain Showa-Ota Inc. in June 2022 on his retirement from the position) CEO of BBS (Thailand) Co., Ltd. Reasons for nomination as candidate for Outside Director Serving on the Audit and Supervisory Committee and overview of expected roles Mr. Toshihiko Ishikawa has extensive experience in corporate management and a high level of attentiveness as a certified public accountant. He has actively provided opinions and advice at the meetings of the Board of Directors and the Board of Corporate Auditors of the Company. He is also improving transparency and fairness of the procedures for election and dismissal of Officers and the process for determining remuneration as a member of the Nomination and Compensation Committee. Believing that he will continue to apply his expertise and experience to its auditing system, the Company asks that he be elected as an Outside Director serving on the Audit and Supervisory Committee. – shares 3 Toshihiko Ishikawa Male (September 6, 1951) New appointment – 25 – Notes: 1. Although Mr. Taisuke Igaki will not be designated or recorded as an Independent Officer in accordance with the policy of his law firm, Nishimura & Asahi LPC, the Company has determined that he meets all the requirements for an Independent Officer as stipulated in Article 436-2 of the Securities Listing Regulations of the Tokyo Stock Exchange. Since he is entirely independent, there is no possibility of a conflict of interest arising between the candidate and the general shareholders. 2. The Company receives recruitment support fees from UT Group Co., Ltd., where Mr. Taisuke Igaki serves as an Outside Director, but all transactions are carried out under terms and conditions similar to those for general transactions, and the annual transaction amount is less than 1% of the consolidated net sales of UT Group and the Company. The Company receives recruiting commissions from Business Brain Showa-Ota Inc., where Mr. Toshihiko Ishikawa serves as Chairman, but all transactions are carried out under terms and conditions similar to those for general transactions, and the annual transaction amount is less than 1% of the consolidated net sales of Business Brain Showa-Ota and the Company. Because all of the above transactions satisfy the Rules for Determining the Independence of Outside Officers established by the Company, the Company has determined that there are no issues concerning their independence. There are no special interests between Mr. Naoki Otani and the Company. 3. Mr. Taisuke Igaki is currently an Outside Director of the Company, and his term of office is two (2) years ending at the conclusion of the Annual Meeting of Shareholders. In the past, Mr. Taisuke Igaki was an Outside Corporate Auditor of the Company and his term of office as an Outside Corporate Auditor was two (2) years. Mr. Naoki Otani is currently an Outside Corporate Auditor of the Company, and his term of office is two (2) years ending at the conclusion of the Annual Meeting of Shareholders. And, Mr. Toshihiko Ishikawa is currently an Outside Corporate Auditor of the Company and his term of office is one (1) year ending at the conclusion of the Annual Meeting of Shareholders. If Mr. Naoki Otani and Mr. Toshihiko Ishikawa assume the office of Directors serving on the Audit and Supervisory Committee, the Company plans to register Mr. Naoki Otani and Mr. Toshihiko Ishikawa as Independent Officers stipulated under the rules of the Tokyo Stock Exchange. 4. 5. The Company has entered into a limited liability agreement with Mr. Taisuke Igaki, Mr. Naoki Otani and Mr. Toshihiko Ishikawa based on the provisions of its Articles of Incorporation to limit their damage compensation liability as provided for by Article 423, Paragraph 1 of the Companies Act in accordance with the provisions of Article 427, Paragraph 1 of the said Act. The maximum amount of liability under the said agreement shall be the amount prescribed in laws and regulations. If re-election of Mr. Taisuke Igaki is approved, the Company will continue the above limited liability agreement with him. If election of Mr. Naoki Otani and Mr. Toshihiko Ishikawa is approved, the Company will enter into the same agreement with Mr. Naoki Otani and Mr. Toshihiko Ishikawa. 6. The Company has concluded liability insurance contracts for Officers with an insurance company, that cover Directors, Corporate Auditors, Executive Officers, and Officers of subsidiaries as the insured. These insurance contracts compensate for damages caused at the responsibility assumed by the insured for the execution of their duties or damages claimed related to the pursuit of such responsibility. The Company pays all the insurance premiums. The above insurance contracts do not cover claims for damages caused by intentional acts or gross negligence of the insured. If Mr. Taisuke Igaki, Mr. Naoki Otani and Mr. Toshihiko Ishikawa assume the office of Directors serving on the Audit and Supervisory Committee, they will become the insured of the above insurance contracts, and the Company plans to renew the above insurance contracts in January 2023. – 26 – The Composition of Directors when Proposal No.3 and Proposal No.4 are Approved Professional competence and experience of the Company’s Directors are as follow. Skill matrix Attribute Composition Business experience/knowledge expertise ecnailpmoc/lagel/tnemeganam ksRi ecnednepednI redneg fo draoBehT srotceriD dna noitianmoNeh t noitasnepmoC eettimmoCCompany standard ○ Notification filed with TSE ● Male ● Female ○ Chairman ● Chairman ● tnemeganame taroproCi ssensubecruoser namuH gnitekram/seaSl lXD/ygoonhceT ygetarts dnarB ssensubi laboGl A&Mgn/it/nuoccaecnanFi GSE/ytilibanaitsuS tlnaveer/esnecil lanosseiforP snoitacifilauq Graduate School of Management, GLOBIS University/MBA New appointment New appointment Japanese Attorney/Attorney in the state of New York New appointment Japanese Attorney Takatsugu Suzuki Representative Director, President and Executive Officer Michikatsu Ochi Chairman of the Board Officer Managing Director and Executive Officer Director and Executive Officer Director and Executive Officer Independent Outside Director Independent Outside Director Independent Outside Director Outside Director (Audit and Supervisory Committee) Independent Outside Director (Audit and Supervisory Committee) Independent Outside Director (Audit and Supervisory Committee) Megumi Kawai Teruyuki Terada Takuo Iwasaki Kayo Murakami Wataru Sakakura Yuri Hayashi Taisuke Igaki Naoki Otani Toshihiko Ishikawa New appointment Certified Public Accountant, Licensed Tax Accountant Notes: 1. The above does not represent all the skills, experience, abilities, and other knowledge and expertise possessed by each person. 2. “Experience” in each column means, as a general rule, having worked in the relevant area or having served in the relevant position for a total of three or more years. – 27 – Item No. 5: Election of One (1) Substitute Director Serving on the Audit and Supervisory Committee The Company will become a company with an Audit and Supervisory Committee on condition that Item No. 2: Partial Amendment to the Articles of Incorporation is approved and adopted. In order to prepare for the case where the number of Directors serving on the Audit and Supervisory Committee falls short of the number stipulated by laws and regulations, the Company requests the election of one (1) substitute Director serving on the Audit and Supervisory Committee in advance. The term of office of the elected substitute Director serving on the Audit and Supervisory Committee shall continue until expiration of the term of office of the Director serving on the Audit and Supervisory Committee who retires in accordance with the provisions of the Articles of Incorporation of the Company. The effectiveness of election in this proposal may be cancelled based on the concurrence of the Audit and Supervisory Committee and by resolution of the Board of Directors provided that the cancellation is made prior to the assumption of office by the nominee. With regard to this agenda item, the consent of the Board of Corporate Auditors has been obtained. This agenda item will become effective on condition that the amendment to the Articles of Incorporation in Item No. 2, Partial Amendment to the Articles of Incorporation, takes effect. The candidate for substitute Director serving on the Audit and Supervisory Committee is as follows. Brief profile and positions Number of the Company’s shares owned Name (Date of birth) Tomoyuki Otsuki Male (April 1, 1972) Jul. 2016 Dec. 2013 Jan. 2011 Apr. 1994 Jan. 2006 Joined Otsuki Management & Labor Consulting Office Registered as Labor and Social Security Attorney Head of Ginza Branch Office of Otsuki Management & Labor Consulting Office Control Office Manager of Otsuki Management & Labor Consulting Office Representative Director of OTSUKI M Co., Ltd. (incumbent) Representative Director SINGAPORE PTE, LTD. Representative Partner of Otsuki Management & Labor Consulting Office (incumbent) Director of Tokyo Metropolitan Labor and Social Security Attorney’s Associations (incumbent) [Significant concurrent positions] Representative Partner of Otsuki Management & Labor Consulting Office Representative Director of OTSUKI M Co., Ltd. Reasons for nomination as candidate for substitute Director serving on the Audit and Supervisory Committee of OTSUKI M Jun. 2019 – 28 – – shares Mr. Tomoyuki Otsuki has extensive knowledge and experience as a labor and social security attorney. If he is elected, the Company believes that he can leverage his expertise in enhancing its risk management structure and nominates him as a candidate for substitute Director serving on the Audit and Supervisory Committee. Notes: 1. The Company entered into an advisory contract with Otsuki Management & Labor Consulting Office, for which Mr. Tomoyuki Otsuki serves as a Representative Director, but the amount of remuneration is not more than 5 million yen per year. The Company receives recruitment support fees from Otsuki Management & Labor Consulting Office, but all transactions are carried out under terms and conditions similar to those for general transactions, and the amount of is not more than 5 million yen per year. Because such contract satisfies the Rules for Determining Independence of Outside Officers established by the Company, the Company has determined that there are no issues concerning his independence. 2. Mr. Tomoyuki Otsu