ミライト・ホールディングス（1417） – Notice of Convocation Annual General Meeting 2022

These documents have been translated from a part of Japanese originals for reference purposes only. In the event of any discrepancy between these translated documents and the Japanese originals, the originals shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from the translations. To Our Shareholders: (Securities Code 1417) May 30, 2022 5-6-36 Toyosu, Koto-ku, Tokyo, Japan MIRAIT Holdings Corporation NAKAYAMA Toshiki President and Chief Executive Officer NOTICE OF THE 12TH ORDINARY GENERAL MEETING OF SHAREHOLDERS Dear Shareholders: You are cordially invited to attend the 12th Ordinary General Meeting of Shareholders of MIRAIT Holdings Corporation (the “Company”). The meeting will be held for the purposes as described below. From the perspective of prevention of the spread of COVID-19, shareholders are asked to refrain from attending the General Meeting of Shareholders in person regardless of their health condition, by taking steps such as voting in advance via the Internet or by mail and viewing the live stream of the General Meeting of Shareholders if possible. Please review the following Reference Documents for the General Meeting of Shareholders and exercise your right to vote no later than 5:30 p.m. on Monday, June 13, 2022. [Voting via the Internet] Please see the “Procedure for the Exercise of Voting Rights via the Internet” on page 7, access the voting site (https://evote.tr.mufg.jp/) and follow the instructions on screen to enter your approval or disapproval by the above voting deadline. [Voting by mail] Indicate your approval or disapproval on the enclosed voting form and return it to arrive no later than the above voting deadline. 1. Time and Date: 10 a.m., Tuesday, June 14, 2022 2. Place: 5-6-36 Toyosu, Koto-ku, Tokyo, Japan Seventh floor conference room, MIRAIT Holdings Corporation 5-6-36 Toyosu, Koto-ku, Tokyo, Japan ( See the map of the location of the venue at the end of the document) 3. Meeting Agenda: Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s 12th Fiscal Term (April 1, 2021 – March 31, 2022) and results of audits of the Consolidated Financial Statements by the Accounting Auditor and the Board of Corporate Auditors 2. Non-Consolidated Financial Statements for the Company’s 12th Fiscal Term (April 1, 2021 – March 31, 2022) Proposals to be resolved: Proposal No. 1: Appropriation of Surplus Proposal No. 2: Partial Amendment of the Articles of Incorporation Proposal No. 3: Election of Nine Directors of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) Proposal No. 4: Election of Two Corporate Auditors of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) Proposal No. 5: Election of One Substitute Corporate Auditor of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) Proposal No. 6: Election of 14 Directors (excluding Directors who are Audit and Supervisory Committee Members) of MIRAIT ONE Corporation (Term of Office: From July 1, 2022) Proposal No. 7: Election of Five Directors who are Audit and Supervisory Committee Members of MIRAIT ONE Corporation (Term of Office: From July 1, 2022) Proposal No. 8: Election of One Substitute Director who is an Audit and Supervisory Committee Member of MIRAIT ONE Corporation (Term of Office: From July 1, 2022) Proposal No. 9: Determination of Amount of Remuneration of Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 10: Determination of Amount and Content of Performance-linked Stock-based Remuneration, etc. for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Proposal No. 11: Determination of Amount of Remuneration of Directors Who Are Audit and Supervisory Committee Members 4. Matters Determined on the Convocation of the Meeting: (1) You may exercise your voting rights by proxy only in cases where the proxy is another shareholder of the Company. The proxy will be required to present written proof of their right of proxy. (2) If you exercise your voting rights both in writing and via the Internet, the votes made via the Internet shall prevail. (3) If you exercise your voting rights multiple times via the Internet, the vote submitted last shall prevail. 5. Items Presented Online (Japanese Only): The following items are posted on the Company’s website at (https://www.mirait.co.jp/ [Japanese only]) in accordance with laws and regulations and the provisions of the Company’s Articles of Incorporation. Therefore, these items are not included in the documents accompanying this convocation notice. (1) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements (2) “Statement of Changes in Equity” and “Notes to the Consolidated Financial Statements” in the Non-Consolidated Financial Statements Therefore, the Business Report, Consolidated Financial Statements, Non-Consolidated Financial Statements audited by the Audit & Supervisory Board Members and Accounting Auditor comprise the aforementioned items posted on the Company’s website in addition to the referential materials included in the documents accompanying the NOTICE OF THE 12TH ORDINARY GENERAL MEETING OF SHAREHOLDERS. End 〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰 (Information) -Subsequent amendments to the Reference Documents for the General Meeting of Shareholders (if any) will be listed on the Company’s website (https://www.mirait.co.jp/) Reference Documents for the General Meeting of Shareholders Proposals and References Proposal No. 1: Appropriation of Surplus The Company makes it a basic policy to pay dividends consistently commensurate to its latest business performance and the trend of dividend payout ratio. Additionally, its internal reserve is used for reinforcing its financial position and for investing in business development to enhance its corporate value. Based on such a policy, the appropriation of surplus shall be as follows. Accordingly, the annual dividend including the interim dividend of 25 yen per share is 55 yen per share. Term-End Dividends ❶ Type of dividend property ❷ Appropriation of dividend property to shareholders and total amount thereof Cash ❸ Effective date of distribution of surplus June 15, 2022 30 yen per share of common stock of the Company Total amount: 2,980,626,240 yen Common Reference Items from Proposal No. 2 to Proposal No. 11 The Company will make the transition to a “Company with an Audit and Supervisory Committee” pursuant to the Act for Partial Amendment to the Companies Act (Act No.90 of 2014) enforced on May 1, 2015 to further strengthen the governance system due to the integration of three companies through a merger with the Company as the surviving company in the absorption-type merger and MIRAIT Corporation and MIRAIT Technologies Corporation as the defunct companies in the absorption-type merger. The proposals from Proposal No. 2 to Proposal No. 11 at this general meeting are related to the transition to a Company with an Audit and Supervisory Committee and the associated strengthening of governance, and an explanation is provided in advance concerning the characteristics of a Company with an Audit and Supervisory Committee and the reasons for the Company making the transition to a Company with an Audit and Supervisory Committee. [Characteristics of a Company with an Audit and Supervisory Committee] In a Company with an Audit and Supervisory Committee, the current Board of Corporate Auditors will be replaced by establishing an Audit and Supervisory Committee made up of three of more Directors who are Audit and Supervisory Committee Members, and a majority made up of Outside Directors. Directors who are Audit and Supervisory Committee Members have the right to vote on the Board of Directors, and are able to be involved in decisions on proposals to elect and dismiss Directors who are not Audit and Supervisory Committee Members, the election and dismissal of Representative Directors, and other general decisions on the execution of important business. In addition, due to the Audit and Supervisory Committee having authority to state opinions at the General Meeting of Shareholders concerning the election and dismissal of Directors who are not Audit and Supervisory Committee Members, supervisory functions over executives under the Companies Act have been strengthened in a Company with an Audit and Supervisory Committee. Furthermore, in a Company with an Audit and Supervisory Committee, important decisions on the execution of business can be delegated to Directors in cases where Outside Directors account for a majority of Directors and in cases where the Articles of Incorporation stipulate that important decisions on the execution of business can be delegated to Directors by resolution of the Board of Directors. This will further increase the effectiveness of the Board of Directors and also enable swift decision making and flexible execution of business by executives after the transition to a Company with and Audit and Supervisory Board, [Reasons for the Company Making the Transition to a Company with an Audit and Supervisory Board] The Company will make the transition to a Company with an Audit and Supervisory Board for the following reasons, and will seek to enhance management soundness and transparency, and make swift decisions with the aim of further enhancing corporate value. (i) The “Audit and Supervisory Committee” made up of “Directors who are Audit and Supervisory Committee Members” with right to vote on the Board of Directors is responsible for supervision of the execution of business by Directors and will seek to enhance the governance system and the internal control system based on the approach of three lines of defense, and will work to strengthen corporate governance through strengthening of coordination between the Audit and Supervisory Committee and the internal audit unit. (ii) “Directors who are Audit and Supervisory Committee Members” can be expected to enhance the management supervision functions spanning management in general because as Directors they are members with voting rights on the Board of Directors. (iii) “Directors who are Audit and Supervisory Committee Members” are granted the right to express opinions enabling them to express opinions on the election, dismissal and remuneration of Directors at General Meetings of Shareholders pursuant to the provisions of Article 342-2, paragraph (4) and Article 361, paragraph (6) of the Companies Act, and monitoring functions are strengthened compared to a Company with a Board of Corporate Auditors under the Companies Act. (iv) Article 399-13, paragraph (6) of the Companies Act states that the Articles of Incorporation may stipulate that important decisions on the execution of business may be delegated to Directors by resolution of the Board of Directors, and this will enable flexible operations through resolutions of the Board of Directors with a view to the state of establishment of the business operations and governance of the newly integrated company after the integration of the three companies. [Fundamental Organizational Review] With the transition to a Company with an Audit and Supervisory Committee, the Company aims to further enhance the governance system and the internal control system based on the approach of three lines of defense, and will work to strengthen corporate governance through strengthening of coordination between the Audit and Supervisory Committee and the internal audit unit. Furthermore, due to implementing structural reform to make the transition from a pure holding company to an operating holding company through the aforementioned integration of the three companies, systems of the Board of Directors will be created to enable the assembly of management resources to maintain the stability and continuity of business operations and also to strengthen governance spanning business in general. [Reasons for Change to New Trade Name] The Company will change its trade name to MIRAIT ONE Corporation with the resolve to further coordinate and strengthen the unity of the Group and for the entire company to embrace the challenge of new areas based on the transition from a pure holding company to an operating holding company through the currently scheduled integration with its wholly-owned subsidiaries MIRAIT Corporation and MIRAIT Technologies Corporation. The name of the Group will be the “MIRAIT ONE Group.” Proposal No. 2: 1. Reason for Proposal Partial Amendment of the Articles of Incorporation The Company will make the transition to a “Company with an Audit and Supervisory Committee” pursuant to the Act for Partial Amendment to the Companies Act (Act No. 90 of 2014) to further strengthen the governance system due to the integration of three companies through a merger with the Company as the surviving company in the absorption-type merger and MIRAIT Corporation and MIRAIT Technologies Corporation as the defunct companies in the absorption-type merger. Along with this, the Company will make the necessary amendments to its Articles of Incorporation as follows. (i) The necessary amendments will be made to coincide with the change of the trade name due to the launch of the newly integrated company through the merger of the three companies. (ii) The necessary amendments will be made such as establishing provisions on the Audit and Supervisory Committee and Directors who are Audit and Supervisory Committee Members, and the deletion of provisions on the Board of Corporate Auditors and Corporate Auditors due to the transition to a Company with an Audit and Supervisory Committee. (iii) The necessary amendments will be made to enable all or part of important decisions on business execution to be delegated to Directors by resolution of the Board of Directors to enhance the effectiveness of the Board of Directors pursuant to the provisions of the Companies Act. (iv) The necessary amendments will be made due to the provision (provision of general shareholder meeting materials in electronic format) prescribed in the proviso of paragraph (1) of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No.70 of 2019) being enforced from September 1, 2022. (v) The necessary amendments will be made to add business objectives enabling responses such as to the expansion of the solutions business related to e-sports in future. (vi) The necessary amendments will be made such as to arrange the article numbers due to the above amendments. 2. Details of the Amendments The details of the amendments are as follows. Note that this proposal shall take effect from July 1, 2022. (Underlines indicate amended sections.) Current Articles of Incorporation Proposed Amendments Chapter 1. General Provisions Chapter 1. General Provisions (Trade Name) Article 1 The Company shall be called Kabushiki (Trade Name) Article 1The Company shall be called Kabushiki Kaisha Miraito Wan, indicated as MIRAIT ONE Corporation in English. (Objectives) Article 2 (Unchanged) (1) through (20) (Unchanged) (21) Operation of sports facilities (22) (Unchanged) (Organs) Article 4 (Provisions omitted) (1) Board of Directors (2) Audit and Supervisory Committee (3) Accounting Auditor (Deleted) Chapter 3. General Meeting of Shareholders (Deleted) Kaisha Miraito Horudingusu, indicated as MIRAIT Holdings Corporation in English. (Objectives) Article 2 (Provisions omitted) (1) through (20) (Provisions omitted) (New) (21) (Provisions omitted) (Organs) Article 4 (Provisions omitted) (1) Board of Directors (2) Corporate Auditors (3) Board of Corporate Auditors (4) Accounting Auditor Chapter 3. General Meeting of Shareholders (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) Article 16 When convening a General Meeting of Shareholders, the Company may deem the information to be stated or represented in reference documents for the General Meeting of Shareholders, business reports, non-consolidated financial statements and consolidated financial statements to have been provided to shareholders by disclosing it by a method using the Internet in accordance with the Order of the Ministry of Justice. Current Articles of Incorporation Proposed Amendments (Measures, etc. for Providing Information in Electronic Format) Article 16 When the Company convenes a General Meeting of Shareholders, it shall take measures for providing information that constitutes the content of reference documents for the General Meeting of Shareholders, etc. in electronic format. 2. Among items for which the measures for providing information in electronic format will be taken, the Company may exclude all or part of those items designated by Order of Ministry of Justice from statements in the paper-based documents to be delivered to shareholders who requested the delivery of paper-based documents by the record date of voting rights. Chapter 4. Directors and Board of Directors more than 21 Directors (including Directors who are Audit and Supervisory Board Members). 2. The Company shall have no more than 5 Directors who are Audit and Supervisory Board Members. (Method of Election) Article 20 Directors shall be elected by resolution of the General Meeting of Shareholders, differentiating between Directors who are Audit and Supervisory Board Members and other Directors. 2. through 3. (Unchanged) Chapter 4. Directors and Board of Directors (Number) Article 19 more than 11 Directors. (Number) Article 19 The Company shall have no The Company shall have no (Method of Election) Article 20 Directors shall be elected in the General Meeting of Shareholders. 2. through 3. (Provisions omitted) (New) (New) The term of office of Directors The term of office of Directors shall be until the conclusion of the Ordinary shall be until the conclusion of the Ordinary (Term of Office) Article 21 (Term of Office) Article 21 General Meeting of Shareholders for the final business year ending within two years of their election. General Meeting of Shareholders for the final business year ending within one year of their election. 2. The term of office of Directors elected due to an increase in number or as substitutes shall be until the expiration of the term of office of the Directors in office. (New) 2. Notwithstanding the provision of the preceding paragraph, the term of office of Directors who are Audit and Supervisory Committee Members shall be until the conclusion of the Ordinary General Meeting of Shareholders for the final business year ending within two years of their election. 3. The term of office of a Director who is an Audit and Supervisory Committee Member elected as a substitute shall be until the expiration of the term of office of the retiring Director who is an Audit and Supervisory Committee Member. Current Articles of Incorporation Proposed Amendments (New) 4. The period of the effect of the resolution to elect (Representative Director and Senior Directors) The Board of Directors shall Article 22 elect a Representative Director by resolution thereof. 2. The Board of Directors may specify one Chairman and one President, and a number of Vice Presidents, Senior Managing Directors and Managing Directors by resolution thereof. (Notices of Convocation of Meetings of the Board of Directors) Article 24 Notices of meetings of the Board of Directors shall be issued to each Director and Corporate Auditor no later than three days before the date of the meeting. However, this period may be shortened when urgently required. 2. A meeting of the Board of Directors may be held without going through the convocation procedures when there is consent of all Directors and Corporate Auditors. (New) substitute Directors who are Audit and Supervisory Committee Members elected pursuant to Article 329, paragraph (3) of the Companies Act shall be until the commencement of the Ordinary General Meeting of Shareholders for the final business year ending within two years of their election. (Representative Director and Senior Directors) The Board of Directors shall Article 22 elect a Representative Director from among the Directors (excluding Directors who are Audit and Supervisory Committee Members) by resolution thereof. 2. The Board of Directors may specify one Chairman and one President, and a number of Vice Presidents, Senior Managing Directors and Managing Directors from among the Directors (excluding Directors who are Audit and Supervisory Committee Members) by resolution thereof. (Notices of Convocation of Meetings of the Board of Directors) Article 24 Notices of meetings of the Board of Directors shall be issued to each Director no later than three days before the date of the meeting. However, this period may be shortened when urgently required. 2. A meeting of the Board of Directors may be held without going through the convocation procedures when there is consent of all Directors. (Delegation of Decisions on Business Execution to Directors) Article 26 Pursuant to the provision of Article 26 (Provisions omitted) Article 399-13, paragraph (6) of the Companies Act, the Company may delegate all or part of important decisions on business execution (excluding matters listed in the items under paragraph (5) of the same Article). Article 27 (Unchanged) Current Articles of Incorporation Proposed Amendments (Remuneration, etc.) Article 27 Directors’ remuneration, (Remuneration, etc.) Article 28 Directors’ remuneration, bonuses and other economic benefits received from the Company in consideration for the performance of duties shall be determined separately for Directors who are Audit and Supervisory Committee Members and other Directors by resolution of the General Meeting of Shareholders. Article 29 through Article 30 (Unchanged) Chapter 5. Audit and Supervisory Committee bonuses and other economic benefits received from the Company in consideration for the performance of duties (hereinafter referred to as remuneration, etc.) shall be determined by resolution of the General Meeting of Shareholders. Article 28 through Article 29 (Provisions omitted) Chapter 5. Corporate Auditors and Board of Corporate Auditors (Number) Article 30 The Company shall have no more than five Corporate Auditors. (Method of Election) Article 31 Corporate Auditors shall be elected in the General Meeting of Shareholders. 2. Resolutions to elect Corporate Auditors shall be made by a majority of the voting rights in attendance where shareholders holding one third or more of the voting rights of shareholders eligible to exercise voting rights are in attendance. (Term of Office) Article 32 The term of office of Corporate Auditors shall be until the conclusion of the Ordinary General Meeting of Shareholders for the final business year ending within four years of their election. 2. The term of office of a Corporate Auditor elected as a substitute of a Corporate Auditor who retires before the expiration of the term of (Deleted) (Deleted) (Deleted) office thereof shall be until the expiration of the term of office of the retiring Corporate Auditor. (Effect of Resolutions on Elections of Substitute Corporate Auditors) Article 33 The effect of resolutions on the election of substitute Corporate Auditors shall be until the commencement of the Ordinary General Meeting of Shareholders for the final business year ending within four years of their election. (Deleted) Current Articles of Incorporation Proposed Amendments (Full-time Corporate Auditor) Article 34 The Board of Corporate Auditors shall elect a Full-time Corporate Auditor by resolution thereof. (New) (Notices of Convocation of Meetings of the Board of Corporate Auditors) Article 35 Notices of meetings of the Board of Corporate Auditors shall be issued to each Corporate Auditor no later than three days before the date of the meeting. However, this period may be shortened when urgently required. 2. A meeting of the Board of Corporate Auditors may be held without going through the convocation procedures when there is consent of all Corporate Auditors. (New) (Method of Resolutions of the Board of Corporate Auditors) Article 36 Resolutions of the Board of Corporate Auditors shall be made by majority of Corporate Auditor except in cases otherwise specified by laws and regulations. (Deleted) (Full-time Audit and Supervisory Committee Members) Article 31 The Audit and Supervisory Committee may elect Full-time Audit and Supervisory Committee Members by resolution thereof. (Deleted) (Notices of Convocation of Meetings of the Audit and Supervisory Committee) Article 32 Notices of meetings of the Audit and Supervisory Committee shall be issued to each Audit and Supervisory Committee Member no later than three days before the date of the meeting. However, this period may be shortened when urgently required. 2. A meeting of the Audit and Supervisory Committee may be held without going through the convocation procedures when there is consent of all Audit and Supervisory Committee Members. (Deleted) (New) (Method of Resolutions of the Audit and Supervisory Committee) Article 33 Resolutions of the Audit and Supervisory Committee shall be made by a majority of Audit and Supervisory Committee Members in attendance where a majority of Audit and Supervisory Committee Members eligible to participate in the resolution are in attendance. Current Articles of Incorporation Proposed Amendments (Deleted) (Audit and Supervisory Committee Regulations) Article 34 Matters related to the Audit and Supervisory Committee shall be governed by the laws and regulations and these Articles of Incorporation, in addition to Audit and Supervisory Committee Regulations determined in the Audit and Supervisory Committee. (Board of Corporate Auditors Regulations) Article 37 Matters related to the Board of Corporate Auditors shall be governed by the laws and regulations and these Articles of Incorporation, in addition to Board of Corporate Auditors Regulations determined in the Board of Corporate Auditors. (New) (Remuneration, etc.) Article 38 The remuneration, etc. of Corporate Auditors shall be determined by resolution of the General Meeting of Shareholders. (Corporate Auditors’ Exemption from Liability) Article 39 The Company may exempt Corporate Auditors (including former Corporate Auditors) from liability for compensation of damages arising from neglecting their duties to the extent of laws and regulations by resolution of the Board of Directors pursuant to the provision of Article 426, paragraph (1) of the Companies Act. 2. The Company may conclude agreements with Corporate Auditors to limit liability for compensation for damages arising from neglecting their duties pursuant to the provision of Article 427, paragraph (1) of the Companies Act. However, the limit on liability pursuant to the agreements shall be the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies Act. (Deleted) (Deleted) Chapter 6. Accounting Article 35 (Unchanged) (Organ Determining Dividends of Surplus, etc.) The Company may determine Article 36 matters specified in the items of Article 459, paragraph (1) of the Companies Act such as Chapter 6. Accounting dividends of surplus by resolution of the Board of Directors. Article 40 (Provisions omitted) Article 37 through Article 39 (Unchanged) (New) Article 41 through Article 43 (Provisions omitted) Current Articles of Incorporation (New) Proposed Amendments Supplementary Provisions Article 1 1. The Company may exempt Corporate Auditors (including former Corporate Auditors) from liability for compensation of damages pursuant to Article 423, paragraph (1) of the Companies Act for acts prior to the conclusion of the 12th Ordinary General Meeting of Shareholders to the extent of laws and regulations by resolution of the Board of Directors. Article 2 1. The deletion of Article 16 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meeting of Shareholders, Etc.) in the current Articles of Incorporation and the establishment of Article 16 (Measures, etc. for Providing Information in Electronic Format) in the proposed amendments shall be effective from the date of enforcement of the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) (hereinafter referred to as the “Date of Enforcement”). 2. Notwithstanding the provision of the preceding paragraph, Article 16 of the current Articles of Incorporation shall remain effective regarding any General Meeting of Shareholders held on a date within six months from the Date of Enforcement. 3. This Article shall be deleted on the date when six months have elapsed from the Date of Enforcement or three months have elapsed from the date of the General Meeting of Shareholders in the preceding paragraph, whichever is later. Proposal No. 3: Election of Nine Directors of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) The terms of office of all eleven Directors will end upon the conclusion of the General Meeting. Therefore, the Company proposes to elect nine Directors. The candidates for Director are as follows. Candidate No. Attendance at Meetings of the Board of Directors Current Position Name Representative Director 20/20 (100%) Director 20/20 (100%) Director 20/20 (100%) Director 20/20 (100%) Director 20/20 (100%) Director 20/20 (100%) 1 2 3 4 5 6 7 8 9 NAKAYAMA Toshiki YAMAMOTO Yasuhiro TOTAKE Yasushi TSUKAMOTO Masakazu AOYAMA Koji IGARASHI Katsuhiko Re-election Re-election Re-election Re-election Re-election Re-election YAMAMOTO Mayumi KAWARATANI Shinichi BABA Chiharu Re-election Outside Independent Director 20/20 (100%) Re-election Outside Independent Director 20/20 (100%) Re-election Outside Independent Director 16/16 (100%) Re-election June 2014 Date of birth January 29, 1958 Number of the Company’s shares owned 14,513 shares Attendance at meetings of the Board of Directors 20/20 (100%) June 2011 June 2012 July 2013 June 2015 June 2016 June 2018 June 2020 June 2021 April 2022 Candidate No. 1 NAKAYAMA Toshiki Career Summary, Status, Responsibilities and Significant Positions Concurrently Held Senior Vice President, Strategic Business Development Division, Nippon Telegraph and Telephone Corporation Senior Vice President, General Manager of Frontier Services Department, NTT DOCOMO, INC. Senior Vice President, General Manager of Smart-life Solutions Department, NTT DOCOMO, INC. Executive Vice President, Executive General Manager of Smart-life Business Division, General Manager of Smart-life Solutions Department, NTT DOCOMO, INC. Executive Vice President, Executive General Manager of Smart-life Business Division, NTT DOCOMO, INC. Senior Executive Vice President, NTT DOCOMO, INC. Senior Executive Vice President, MIRAIT Holdings Corporation President and Chief Executive Officer, MIRAIT Corporation (to present) President, MIRAIT Holdings Corporation President, General Manager of The Group Formation Preparation Office, MIRAIT Holdings Corporation President, General Manager of The Group Formation Preparation Office, General Manager of The Organization Formation Preparation Office, MIRAIT Holdings Corporation (to present) [Status of Key Positions Held Concurrently] President and Chief Executive Officer, MIRAIT Corporation Reason for Nomination as a Candidate for Director NAKAYAMA Toshiki has provided direction aimed at increasing corporate value, implemented management reforms and developed new business by utilizing his strong leadership in a position of overseeing the management of the Group as a whole as President of MIRAIT Holdings Corporation and President and Chief Executive Officer of MIRAIT Corporation based on his abundant management experience in the telecommunications industry. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Re-election June 2012 Date of birth January 9, 1959 July 2013 Number of the Company’s shares owned 9,579 shares Attendance at meetings of the Board of Directors 20/20 (100%) July 2002 August 2008 June 2011 June 2016 June 2020 April 2022 Candidate No. 2 YAMAMOTO Yasuhiro Career Summary, Status, Responsibilities and Significant Positions Concurrently Held General Manager of 5th Division, Nippon Telegraph and Telephone Corporation General Manager of Hokkaido Branch, Nippon Telegraph and Telephone East Corporation General Manager of Private Sector Sales Division, Corporate Business Promotion Headquarters, Nippon Telegraph and Telephone East Corporation Director, Assistant General Manager of Corporate Business Promotion Headquarters and General Manager of Private Sector Sales Division, Nippon Telegraph and Telephone East Corporation Director, Assistant General Manager of Corporate Sales Promotion Headquarters and General Manager of Private Sector Sales Division, Nippon Telegraph and Telephone East Corporation Director, Executive Vice President, General Manager of Corporate Affairs Department, General Manager of M’s Brain Center General Affairs Division, MIRAIT Holdings Corporation Director, Managing Executive Officer, General Manager of Compliance Promotion Department, MIRAIT Corporation (to present) Director, Executive Vice President, General Manager of Corporate Affairs Department, General Manager of M’s Brain Center General Affairs Division, The Organization Formation Preparation Office, MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Director YAMAMOTO Yasuhiro promotes general affairs and personnel affairs from the position of overseeing general affairs and personnel affairs of the Group as a whole as the officer responsible for general affairs and personnel affairs, and also contributes to enhancement of the legal and compliance base and enhancement of the management base as the General Manager of the Compliance Promotion Department of MIRAIT Corporation. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Re-election Date of birth June 29, 1961 Number of the Company’s shares owned June 2019 6,609 shares Attendance at meetings of the Board of Directors 20/20 (100%) June 2009 July 2012 June 2014 June 2017 June 2018 June 2020 June 2021 April 2022 Candidate No. 3 TOTAKE Yasushi Career Summary, Status, Responsibilities and Significant Positions Concurrently Held General Manager of Kagoshima Branch, Nippon Telegraph and Telephone West Corporation President, NTT Home Techno Corporation (currently NTT FIELDTECHNO CORPORATION) Senior Vice President, General Manager of the Service Management Department, Plant Headquarters, Nippon Telegraph and Telephone West Corporation Senior Vice President and General Manager of the Network Department, Plant Headquarters, Nippon Telegraph and Telephone West Corporation Executive Vice President and General Manager of the Network Department, Plant Headquarters, Nippon Telegraph and Telephone West Corporation Director, Executive Vice President, General Manager of Emerging Business Office, MIRAIT Holdings Corporation Director, MIRAIT Corporation Director, MIRAIT Technologies Corporation Director, MIRAIT Holdings Corporation President, MIRAIT Technologies Corporation (to present) Director, Assistant Manager of The Group Formation Preparation Office, MIRAIT Holdings Corporation Director, Assistant Manager of The Group Formation Preparation Office, Manager of Carrier West Company Establishment Preparation Group, The Organization Formation Preparation Office, MIRAIT Holdings Corporation Reason for Nomination as a Candidate for Director TOTAKE Yasushi promotes the expansion of business and strengthening of systems of the Group as a whole as Director of the Company and President of MIRAIT Technologies Corporation, which is its subsidiary, based on his abundant management experience in the telecommunications industry and extensive knowledge and experience in areas related to telecommunications facilities. He concurrently serves as a Director of the Company to promote the unified business operation of the Group, and contributes to the enhancement of corporate value of the Group as a whole. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Re-election Date of birth January 6, 1960 Number of the Company’s shares owned April 2022 5,006 shares Attendance at meetings of the Board of Directors 20/20 (100%) Candidate No. 4 TSUKAMOTO Masakazu Career Summary, Status, Responsibilities and Significant Positions Concurrently Held General Manager of Accounting & Finance Department, NTT Urban Development Corporation General Manager of Auditor’s Office, Nippon Telegraph and Telephone Corporation Senior Vice President and General Manager of Kansai Branch Office, NTT FINANCE CORPORATION Senior Vice President and Senior Executive Manager of Sales and Marketing Department, Leasing Business Headquarters, NTT FINANCE CORPORATION Director, Executive Vice President, General Manager of Finance and Accounting Department, General Manager of M’s Brain Center and General Manager of Finance and Accounting Division, MIRAIT Holdings Corporation Director, Executive Vice President, General Manager of Finance and Accounting Department, General Manager of M’s Brain Center and General Manager of Finance and Accounting Division, Manager of Staff Organization Establishment Preparation Group, The Organization Formation Preparation Office, MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Director TSUKAMOTO Masakazu contributes to the enhancement of the management base by handling improvement and strengthening of the Group’s financial standing, along with cash management from the position of overseeing financial strategy of the Group as a whole as the officer responsible for finance. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. June 2008 July 2010 June 2013 June 2017 June 2019 Re-election Date of birth January 10, 1959 Number of the Company’s shares owned 7,255 shares Attendance at meetings of the Board of Directors June 2020 20/20 (100%) July 2020 April 2000 July 2000 June 2007 June 2011 June 2013 June 2016 June 2017 June 2021 April 2022 Candidate No. 5 AOYAMA Koji Career Summary, Status, Responsibilities and Significant Positions Concurrently Held General Manager of Human Resources Department, NTT Communications Corporation General Manager of 1st Division, Nippon Telegraph and Telephone Corporation General Manager of Ubiquitous Service Department, NTT DOCOMO, INC. Senior Vice President and General Manager of Corporate Sales and Marketing Department II, NTT DOCOMO, INC. Senior Vice President and General Manager of Tohoku Branch, NTT DOCOMO, INC. Managing Executive Officer and Assistant General Manager of Solution Business Headquarters, MIRAIT Corporation Director, Managing Executive Officer, General Manager of Solution Business Headquarters and General Manager of Tohoku Reconstruction Management Department, MIRAIT Corporation Director, Executive Vice President, General Manager of Corporate Strategy Division, MIRAIT Holdings Corporation Director, Managing Executive Officer, General Manager of Solutions Business Promotion Department, MIRAIT Corporation (to present) Director, Executive Vice President, General Manager of Corporate Strategy Division, Manager of Secretariat of The Group Formation Preparation Office, MIRAIT Holdings Corporation Director, Executive Vice President, General Manager of Corporate Strategy Division, Manager of Secretariat of The Group Formation Preparation Office, The Organization Formation Preparation Office, MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Director AOYAMA Koji has been engaged in the expansion of business in the solutions area and reform of the solutions business of the entire Group as Director of MIRAIT Corporation, and is currently engaged in the creation of a new structure as one f the people responsible for the formation of the new Group system for the establishment of the Company’s new group. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Re-election Date of birth May 1, 1959 Number of the Company’s shares owned 14,819 shares Attendance at meetings of the Board of Directors 20/20 (100%) Candidate No. 6 IGARASHI Katsuhiko Career Summary, Status, Responsibilities and Significant Positions Concurrently Held General Manager of Corporate Sales, Kanagawa Branch, Nippon Telegraph and Telephone East Corporation General Manager of Gunma Branch, Nippon Telegraph and Telephone East Corporation General Manager of Miyagi Branch and General Manager of Tohoku Reconstruction Office, Nippon Telegraph and Telephone East Corporation Executive Officer and General Manager of NTT Business Unit, MIRAIT Corporation Executive Officer, General Manager of NTT Business Unit and General Manager of Tohoku Reconstruction Support Office, MIRAIT Corporation Director, Managing Executive Officer, General Manager of NTT Business Headquarters and General Manager of Tohoku Reconstruction Management Department, MIRAIT Corporation President, TTK Co., Ltd. (to present) Director of MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Director IGARASHI Katsuhiko has driven the NTT business of MIRAIT Corporation and also has experience directing management as President of the Company’s subsidiary TTK Co., Ltd. and has promoted the Group’s business operations in the Tohoku Area and contributed to expansion of business and strengthening of the structure of the Group as a whole. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. July 2002 June 2009 June 2012 July 2014 October 2014 June 2017 June 2020 June 2007 June 2012 June 2015 June 2017 June 2018 June 2020 Re-election Outside Independent Date of birth November 15, 1950 Number of the Company’s shares owned 0 shares Attendance at meetings of the Board of Directors 20/20 (100%) BABA Chiharu Career Summary, Status, Responsibilities and Significant Positions Concurrently Held Candidate No. 7 April 2005 Deputy President (Representative Director), Mizuho Trust & Banking Co., Ltd. Corporate Auditor (Full-time), Japan Energy Corporation (currently ENEOS Corporation) Corporate Auditor (Full-time), JX Nippon Mining & Metals Corporation Outside Director, Saitama Resona Bank, Limited Outside Corporate Auditor, Tohoku Electric Power Co., Inc. Outside Director (Member of Audit Committee), Resona Holdings, Inc. Outside Director of MIRAIT Holdings Corporation (to present) (Member of Audit and Supervisory Outside Director Committee), Tohoku Electric Power Co., Inc. Outside Director (Chairman of Audit Committee), Resona Holdings, Inc. (to present) Reason for Nomination as a Candidate for Outside Director and Overview of Expected Roles BABA Chiharu possesses a abundant experience in corporate management and a wide range of knowledge spanning financial accounting, risk management and general management, and has fulfilled his role as Outside Director. His insight and knowledge make him qualified for the supervision of management, and he has been nominated as a candidate for re-election as Outside Director to improve transparency of the Board of Directors and strengthen its supervisory functions. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Candidate No. 8 YAMAMOTO Mayumi Career Summary, Status, Responsibilities and Significant Positions Concurrently Held April 1984 September 1990 January 2005 December 2010 January 2019 Re-election Outside Independent Date of birth February 11, 1956 Number of the Company’s shares owned June 2019 June 2020 June 2021 0 shares Attendance at meetings of the Board of Directors 20/20 (100%) Registered as attorney at Law Joined Takeo Ishiguro Law Office Established New Ginza Sogo Law Office Established Ginza Shinmeiwa Law Office (to present) Public Interest Member of the Central Labour Relations Commission Member of the Financial System Council, Financial Services Agency (to present) External Audit & Supervisory Board Member, Morinaga Milk Industry Co., Ltd. Outside Director of MIRAIT Holdings Corporation (to present) Outside Director, JCU Corporation (to present) Reason for Nomination as a Candidate for Outside Director and Overview of Expected Roles YAMAMOTO Mayumi has advanced expertise and abundant experience concerning legal affairs as an attorney at law, and has also served as a member of government councils including as a public interest member of the Central Labour Relations Commission. She is qualified for the supervision of management from an objective and specialized perspective. She has been nominated for re-election as Director because the Company has determined that she is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. November 1988 October 1997 Re-election Outside Independent November 1999 Date of birth June 26, 1955 Number of the Company’s shares owned April 2007 April 2011 January 2014 June 2021 0 shares Attendance at meetings of the Board of Directors 16/16 (100%) Candidate No. 9 KAWARATANI Shinichi Career Summary, Status, Responsibilities and Significant Positions Concurrently Held President, Atlux Corporation (currently NOC Outsourcing & Consulting Inc.) Information and Communications General Manager of Division, New York Office, Nissho Iwai American Corporation (currently Sojitz Corporation of America) CEO, Entrepia Ventures, Inc. Assistant General Manager of Industrial Information Group, Sojitz Corporation Representative Director and President, Nissho Electronics Corporation Representative Director, VistaNet, Inc. (to present) Outside Director of MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Outside Director and Overview of Expected Roles KAWARATANI Shinichi has been involved in business investment and the development of new businesses in the area of information and communications for many years, and has insight into the management of an information and communications company based on his experience as representative director and president of a company providing IT solutions. Furthermore, he has worked on the creation of a variety of new businesses in Japan and abroad as CEO of a venture capital company, and has extensive business experience overseas such as in the United States. He has been nominated for re-election as Director because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Notes 1. No conflicts of interest exist between the candidates and the Company. 2. BABA Chiharu, YAMAMOTO Mayumi and KAWARATANI Shinichi are candidates for Outside Director, and have been registered as independent directors in accordance with the provisions of Tokyo Stock Exchange, Inc. 3. The Company has concluded agreements limiting liability for damages under Article 423, paragraph (1) of the Companies Act with BABA Chiharu, YAMAMOTO Mayumi and KAWARATANI Shinichi pursuant to Article 427, paragraph (1) of the same Act. The limit on liability for compensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies Act. The agreements to limit liability will be renewed if the candidates are re-elected. 4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured does not bear the cost of insurance premiums. If each of the candidates are elected as Director, they will be insured under the insurance policy. Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed. 5. The term of office of BABA Chiharu as an Outside Director of the Company will be four years as of the conclusion of this Ordinary General Meeting of Shareholders. Meeting of Shareholders. Meeting of Shareholders. 6. The term of office of YAMAMOTO Mayumi as an Outside Director of the Company will be two years as of the conclusion of this Ordinary General 7. The term of office of KAWARATANI Shinichi as an Outside Director of the Company will be one year as of the conclusion of this Ordinary General 8. In the event the candidate for Outside Director has been appointed as a director or auditor of another joint stock company in the past five years, any improper business execution in said joint stock company during his/her term of office In response to a business improvement recommendation from the Electricity and Gas Market Surveillance Commission of the Ministry of Economy, Trade and Industry on May 16, 2018 concerning the incorrect settlement of contributions for construction in special high-voltage facility construction, Tohoku Electric Power Co., Inc., where candidate for Outside Director BABA Chiharu served as an Outside Audit and Supervisory Board Member from June 2015 to June 2018, announced on May 31 that it would report on measures to prevent recurrence to the Commission, and the voluntary return of officer remuneration by the relevant officer in charge of the division. Mr. Baba was not aware of the facts until they were discovered, but has always executed his duties appropriately at the company, such as expressing opinions and issuing warnings from the perspective of legal compliance. Furthermore, after the facts were revealed, he expressed opinions on thorough investigation of the facts and prevention of recurrences, and has fulfilled his duties. Proposal No. 4: Election of Two Corporate Auditors of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) The terms of office of Corporate Auditors SEKI Hiroshi and KATSUMARU Chiaki will end upon the conclusion of the General Meeting. Therefore, the Company proposes to elect two Corporate Auditors. This proposal has received the approval of the Board of Corporate Auditors The candidates for Corporate Auditors are as follows. Candidate No. 1 SEKI Hiroshi Career Summary, Status and Significant Positions Concurrently Held Re-election Outside Independent Date of birth September 24, 1957 Number of the Company’s shares owned 0 shares Attendance at meetings of the Board of Directors 20/20 (100%) Attendance at meetings of the Board of Corporate Auditors 11/11 (100%) June 2007 July 2010 July 2011 June 2014 June 2015 June 2017 June 2018 General Manager of Tochigi Branch, Nippon Telegraph and Telephone East Corporation Senior Vice President and General Manager of Sales Department, NTT Number Information Co., Ltd. (currently NTT TownPage Corporation) Senior Vice President and General Manager of Directory Management Department, NTT Number Information Co., Ltd. (currently NTT TownPage Corporation) Senior Vice President, General Manager of Directory Management Department and General Manager of Service Development Department, NTT TownPage Corporation Executive Vice President, General Manager of Directory Management Department and General Manager of Service Development Department, NTT TownPage Corporation Executive Vice President, General Manager of Marketing Headquarters, NTT TownPage Corporation Standing Corporate Auditor of MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Corporate Auditor SEKI Hiroshi has abundant experience in various areas in the telecommunications industry including corporate sales in the business operations of Nippon Telegraph and Telephone East Corporation and its group companies, and has served as a Corporate Auditor of the Company since June 2018. He has been nominated for re-election as Corporate Auditor because the Company has determined that he is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Candidate No. 2 KATSUMARU Chiaki (ISHIKAWA Chiaki) Career Summary, Status and Significant Positions Concurrently Held March 1986 June 1986 November 2002 February 2006 June 2016 June 2018 Registered as Certified Public Accountant Joined Showa Ota & Co. Shikoku Office (Currently Ernst & Young ShinNihon LLC Takamatsu Office) Outside Corporate Auditor, Anabuki Kosan Inc. (to present) Joined Certified Tax Accountant Firm Ishikawa Office Accounting (to present) Chairperson of Shikoku Chapter, Japanese Institute of Certified Public Accountants Corporate Auditor of MIRAIT Holdings Corporation (to present) Reason for Nomination as a Candidate for Corporate Auditor KATSUMARU Chiaki has an extensive career and a high level of expert knowledge concerning corporate finance and accounting serving as a certified public accountant for many years in major audit firms and accounting companies, and she has served as a Corporate Auditor of the Company since June 2018. She has been nominated for re-election as Corporate Auditor because the Company has determined that she is a suitable person for maintaining the structure of MIRAIT Holdings Corporation for the period from June 14 to June 30, 2022. Re-election Outside Independent Date of birth August 4, 1960 Number of the Company’s shares owned 300 shares Attendance at meetings of the Board of Directors 20/20 (100%) Attendance at meetings of the Board of Corporate Auditors 11/11 (100%) Notes 1. No conflicts of interest exist between the candidates and the Company. 2. SEKI Hiroshi and KATSUMARU Chiaki are candidates for Outside Corporate Auditor, and have been registered as independent directors in accordance with the provisions of Tokyo Stock Exchange, Inc. 3. The Company has concluded agreements limiting liability for compensation of damages under Article 423, paragraph (1) of the Companies Act with SEKI Hiroshi and KATSUMARU Chiaki pursuant to Article 427, paragraph (1) of the same Act. The limit on liability for compensation of damages pursuant to the agreements is the Minimum Liability Amount specified in Article 425, paragraph (1) of the Companies Act. The agreements to limit liability will be renewed if the candidates are re-elected. 4. The Company has entered into a directors and officers liability insurance policy pursuant to Article 430-3, paragraph (1) of the Companies Act with an insurance company. The insurance policy covers compensation for damages and litigation expenses, etc. incurred by the insured due to a claim for compensation for damages arising due to an act (including misconduct) based on the status of the insured as a Company office, and the insured does not bear the cost of insurance premiums. If each of the candidates are elected as Corporate Auditor, they will be insured under the insurance policy. Furthermore, the insurance policy is scheduled to be renewed under the same terms when it is next renewed. 5. The terms of office of SEKI Hiroshi and KATSUMARU Chiaki as Outside Corporate Auditors of the Company will be four years as of the conclusion of this Ordinary General Meeting of Shareholders. May 1979 June 2007 July 2009 July 2010 July 2012 Proposal No. 5: Election of One Substitute Corporate Auditor of MIRAIT Holdings Corporation (Term of Office: June 14 to 30, 2022) Due to the effect of the election of the current substitute Corporate Auditor being until the commencement of this General Meeting, the Company proposes to elect one substitute Corporate Auditor again in case of a vacancy of the Corporate Auditors specified by laws and regulations. This proposal has received the approval of the Board of Corporate Auditors The candidate for substitute Corporate Auditor is as follows. KONNO Hideyuki Career Summary, Status and Significant Positions Concurrently Held New election Outside Independent Date of birth August 2, 1954 Number of the Company’s shares owned 0 shares Attendance at meetings of the Board of Directors Attendance at meetings of the Board of Corporate Auditors ― ― Joined Tokyo Metropolitan Government General Manager of Information Systems Division, Bureau of General Affairs General Manager of Housing Policy Promotion Division, Bureau of Urban Development General Manager of Environmental Policy Division, Bureau of Environment Deputy Director of Bureau of Environment September 2013 Senior Managing Director, Tokyotoshokuin Credit Cooperative August 2016 June 2018 President, TOKYO AID CENTER Co., Ltd. Outside Corporate Auditor, MIRAIT Corporation (to present) Reason for Nomination as a Candidate for Substitute Corporate Auditor KONNO Hideyuki joined the Tokyo Metropolitan Government and has advanced insight and extensive experience developed in the areas of administration and public policy, and also has experience in senior management such as serving as President of TOKYO AID CENTER Co., Ltd. He provides appropriate opinions from an independent standpoint as an Outside Corporate Auditor of the Company’s subsidiary MIRAIT Corporation, and the Company has determined that he is capable of contributing to the enhancement of transparency and the strengthening of the supervisory functions of the Board of Directors and submits him as a candidate for substitute Corporate Auditor because he is suitable for the supervision of management of the Company and can be expected to fulfill this role if he is elected as a Corporate Auditor. Notes 1. No special interests exist between the candidate and the Company. 2. KONNO Hideyuki is a candidate for substitute Outside Corporate Auditor, and will be registered as an independent director in accordance with the provisions of Tokyo Stock Exchange, Inc. if he is appointed. 3. The Company intends to conclude an agreement limiting liability for compensation of damages