Ｇ－７ホールディングス（7508） – Notice of Convocation of the 47th Annual Shareholders Meeting

Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any discrepancy between this translated document and the Japanese original, the original shall prevail. To Our Shareholders: Securities Code: 7508 June 10, 2022 Tatsumi Kaneda Representative Director, Chairman, President and CEO G-7 HOLDINGS Inc. 1-3, Yasakadai 2-chome, Suma-ku, Kobe City, Hyogo, Japan Notice of Convocation of the 47th Annual Shareholders Meeting G-7 HOLDINGS Inc. (the “Company”) would like to express its sincere gratitude to its shareholders for their continued support. You are cordially notified of the 47th Annual Shareholders Meeting of the Company, which will be held as indicated below. To prevent the spread of infection of the novel coronavirus (COVID-19), we ask that you avoid attending the meeting in person if possible, and exercise your voting rights beforehand in writing or by using the Internet, etc. If you do not attend the meeting in person, please exercise your voting rights by 6:00 p.m. on Tuesday, June 28, 2022 (JST). 1. Date and Time: Wednesday, June 29, 2022, at 10:00 a.m. (JST) 2. Venue: Shoun, 4th Floor, Kobe Seishin Oriental Hotel 6-3, Kojidai 5-chome, Nishi-ku, Kobe City, Hyogo, Japan 3. Purpose of the Meeting Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 47th Fiscal Year (from April 1, 2021 to March 31, 2022) 2. Audit Reports of the Financial Auditor and the Board of Company Auditors on the Consolidated Financial Statements for the 47th Fiscal Year Matters to be resolved: Proposal No. 1 Proposal No. 2 Proposal No. 3 Proposal No. 4 Proposal No. 5 Proposal No. 6 Proposal No. 7 Partial Amendment to the Articles of Incorporation Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Election of Three (3) Directors Who Are Audit and Supervisory Committee Members Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee Members Determination of the Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Determination of the Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members Payment of Retirement Benefits to the Late Mr. Mamoru Kinoshita – When you attend the meeting, you are kindly requested to present the enclosed voting form at the reception desk. – If any corrections in the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements or Reference Documents for the Shareholders Meeting are determined to be necessary, such corrections will be posted on the Company’s website (https://www.g-7holdings.co.jp). – 1 – Reference Documents for the Shareholders Meeting Partial Amendment to the Articles of Incorporation Proposal No. 1 1. Reasons for the Amendments (1) The Company proposes transitioning from a Company with a Board of Company Auditors to a Company with an Audit and Supervisory Committee in order to strengthen the supervisory function of the Board of Directors and to further enhance management transparency and to enable swifter decision-making by strengthening corporate governance. In conjunction with this transition, the Company will make necessary changes to the Articles of Incorporation, which include establishing new provisions on the Audit and Supervisory Committee and the Audit and Supervisory Committee Members, as well as deleting the provisions on the Board of Company Auditors and the Company Auditors, and establishing supplementary provisions as transitional measures in connection with the deletion of the provisions on the exemption of Company Auditors from liability. (2) Since 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) are to be enforced on September 1, 2022, the Company will newly establish a provision stipulating that the Company shall take measures for providing information that constitutes the content of reference documents for the Shareholders Meeting, etc. in electronic format, and another provision to limit the scope of the items to be stated in the paper-based documents to be delivered to shareholders who requested the delivery of such documents. In addition, the Company will delete the provision on the Disclosure via Internet and Deemed Provision of Reference Documents for the Shareholders Meetings, etc., and establish supplementary provisions regarding the effective date, etc. (3) In line with the above amendments, the Company shall make changes including revising the article numbers, adding and deleting article text, and revising phrases and words, and other necessary changes including lexical corrections. 2. Details of the Amendments The details of the amendments are as follows. This proposal shall become effective at the conclusion of this Shareholders Meeting. (Proposed amendments are underlined.) Article 1. – Article 4. (Article text omitted) Article 1. – Article 4. Article 5. – Article 11. (Article text omitted) Article 5. – Article 11. Current Articles of Incorporation Chapter I: General Provisions Chapter II: Shares Chapter III: Shareholders Meetings (Article text omitted) Proposed amendments Chapter I: General Provisions (Unchanged) Chapter II: Shares (Unchanged) Chapter III: Shareholders Meeting (Unchanged) Article 12. (Convener and Chairperson) Article 13. 1. 2. 3. Article 12. (Convener and Chairperson) Article 13. 1. 2. 3. (Article text omitted) (Article text omitted) In cases where there are multiple Representative Directors, another Representative Director who is designated in accordance with an order of priority determined in advance by resolution of the Board of Directors shall chair the meeting. (Unchanged) (Unchanged) In cases where there are multiple Representative Directors, the Representative Director who is designated in accordance with an order of priority determined in advance by resolution of the Board of Directors shall chair the meeting. – 2 – Proposed amendments (Deleted) Current Articles of Incorporation (Disclosure via Internet and Deemed Provision of Reference Documents for the Shareholders Meetings, etc.) Article 14. Upon calling a shareholders meeting, the Company may deem that the information in relation to items to be specified or indicated in the reference documents for the shareholders meeting, such as business reports, non-consolidated financial statements and consolidated financial statements have been provided to the shareholders by means of Internet-used disclosure pursuant to the provisions in the Ministry of Justice Order. (Newly established) 2. Among items for which the measures for providing (Measures, etc. for Providing Information in Electronic Format) Article 14. 1. Upon calling a shareholders meeting, the Company shall take measures for providing information that constitutes the content of reference documents for the shareholders meeting, etc. in electronic format. information in electronic format will be taken, the Company may exclude all or some of those items designated by the Ministry of Justice Order 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. (Unchanged) Chapter IV: Directors and Board of Directors (Unchanged) Article 17. (Number of Directors) Article 18. 1. The Company shall have no more than ten (10) Directors (excluding Directors who are Audit and Supervisory Committee Members). 2. The Company shall have no more than five (5) Directors who are Audit and Supervisory Committee Members. (Election of Directors) Article 19. 1. The Directors of the Company shall be elected by a resolution made at a shareholders meeting, distinguishing between Directors who are Audit and Supervisory Committee Members and other Directors. 2. Resolutions on the election of Directors of the Company shall be made by a majority of the voting rights of the shareholders attending the meeting where the shareholders holding at least one-third (1/3) of the voting rights of the shareholders who are entitled to exercise their voting rights are in attendance. Article 15. – Article 16. (Article text omitted) Article 15. – Article 16. Chapter IV: Directors and Board of Directors (Article text omitted) Article 17. (Number of Directors) Article 18. The Company shall have no more than ten (10) Directors. (Newly established) (Election of Directors) Article 19. (Newly established) 1. Directors of the Company shall be elected by a resolution of the shareholders meeting. The resolution shall be made by a majority of the voting rights of the shareholders attending the meeting where the shareholders holding at least one-third (1/3) of the voting rights of the shareholders who are entitled to exercise their voting rights are in attendance. 2. (Article text omitted) 3. (Unchanged) – 3 – Current Articles of Incorporation Proposed amendments (Term of Office of Directors) Article 20. The term of office of a Director of the Company shall expire at the conclusion of the annual shareholders meeting for the last fiscal year terminating within one (1) year after the election of the Director. (Term of Office of Directors) Article 20. 1. The term of office of a Director (excluding Director who is an Audit and Supervisory Committee Member) of the Company shall expire at the conclusion of the annual shareholders meeting for the last fiscal year terminating within one (1) year after the election of the Director. (Newly established) 2. The term of office of a Director who is an Audit and (Newly established) 3. The term of office of a Director who is an Audit and Supervisory Committee Member of the Company shall expire at the conclusion of the annual shareholders meeting for the last fiscal year terminating within two (2) years after the election of the Director who is an Audit and Supervisory Committee Member. Supervisory Committee Member elected as the substitute for a Director who is an Audit and Supervisory Committee Member who retired from office before the expiration of the term of office shall continue until the time the term of office of the Director who is an Audit and Supervisory Committee Member who retired from office is to expire. (Calling of Meetings of the Board of Directors) Article 21. A notice for the calling of a meeting of the Board of Directors shall be sent to each Director at least three (3) days before the date of the meeting. However, this period may be reduced in case of urgent needs. (Convener and Chairperson of Meetings of the Board of Directors) Article 22. 1. 2. 3. (Unchanged) (Unchanged) In cases where there are multiple Representative Directors, the Representative Director who is designated in accordance with an order of priority determined in advance by the Board of Directors shall chair the meeting. (Representative Director and Directors With Special Titles) Article 23. 1. The Representative Director of the Company shall be appointed from among Directors (excluding Directors who are Audit and Supervisory Committee Members) by a resolution of the Board of Directors. 2. The Board of Directors may appoint, by its resolution, one (1) Director and President from among the Directors (excluding Directors who are Audit and Supervisory Committee Members), and as necessary, appoint one (1) Director and Chairperson Emeritus, one (1) Director and Chairperson, and one (1) or a small number of Director and Executive Vice Presidents, Senior Managing Directors, and Managing Directors. (Calling of Meetings of the Board of Directors) Article 21. A notice for the calling of a meeting of the Board of Directors shall be sent to each Director and Company Auditor at least three (3) days before the date of the meeting. However, this period may be reduced in case of urgent needs. (Convener and Chairperson of Meetings of the Board of Directors) Article 22. 1. 2. 3. (Article text omitted) (Article text omitted) In cases where there are multiple Representative Directors, another Representative Director who is designated in accordance with an order of priority determined in advance by the Board of Directors shall chair the meeting. (Representative Director and Directors With Special Titles) Article 23. 1. The Representative Director of the Company shall be appointed by a resolution of the Board of Directors. 2. The Board of Directors may appoint, by its resolution, one (1) Director and President from among the Directors, and as necessary, appoint one (1) Director and Chairperson Emeritus, one (1) Director and Chairperson, and one (1) or a small number of Director and Executive Vice Presidents, Senior Managing Directors, and Managing Directors. – 4 – Current Articles of Incorporation Proposed amendments (Omission of Resolutions of the Board of Directors) Article 24. If all Directors of the Company consent to a matter to be resolved by the Board of Directors in writing or by electromagnetic record, the Company shall deem that the Board of Directors has adopted a resolution approving such matter. (Delegation of Decisions of Important Operations Execution to Directors) Article 25. Pursuant to the provisions of Article 399-13, paragraph 6 of the Companies Act, the Company may, by resolution of the Board of Directors, delegate all or part of decisions of the execution of important operations (excluding matters set forth in each item of paragraph 5 of the same Article) to a Director. Article 26. (Omission of Resolutions of the Board of Directors) Article 24. If all Directors of the Company consent to a matter to be resolved by the Board of Directors in writing or by electromagnetic record, the Company shall deem that the Board of Directors has adopted a resolution approving such matter. Provided, however, that this shall not apply if any Company Auditor has lodged an objection to the said resolution matter. (Newly established) Article 25. (Article text omitted) Chapter V: Company Auditors and the Board of Company Auditors (Establishment of Company Auditors and Board of Company Auditors) Article 26. The Company shall have Company Auditors and the Board of Company Auditors. (Number of Company Auditors) Article 27. The Company shall have no more than four (4) Company Auditors. (Election of Company Auditors) Article 28. Company Auditors of the Company shall be elected by a resolution of the shareholders meeting. The resolution shall be made by a majority of the voting rights of the shareholders attending the meeting where the shareholders holding at least one-third (1/3) of the voting rights of the shareholders who are entitled to exercise their voting rights are in attendance. (Term of Office of Company Auditors) Article 29. 1. The term of office of a Company Auditor of the Company shall expire at the conclusion of the annual shareholders meeting for the last fiscal year terminating within four (4) years after the election of the Company Auditor. 2. The term of office of a Company Auditor elected as the substitute for a Company Auditor who retired from office before the expiration of the term of office shall continue until the time the term of office of the Company Auditor who retired from office is to expire. (Unchanged) (Deleted) (Deleted) (Deleted) (Deleted) (Deleted) – 5 – Proposed amendments (Deleted) (Deleted) Current Articles of Incorporation (Calling of Meetings of the Board of Company Auditors) Article 30. Notice of convocation of a meeting of the Board of Company Auditors shall be sent to each Company Auditor at least three (3) days before the date of the meeting. However, this period may be reduced in case of urgent needs. (Exemption of Company Auditors from Liability) Article 31. 1. The Company may, by resolution of the Board of Directors, exempt its Company Auditors (including those who served as Company Auditors in the past) from the liability for damages provided for in Article 423, paragraph 1 of the Companies Act if the requirements stipulated therein are satisfied, provided that the limit of such exemption shall be the amount of liability for damages remaining after deducting the minimum amount of liability prescribed by laws and regulations. 2. The Company may enter into agreements with its outside Company Auditors for the limitation of their liability for damages provided for in Article 423, paragraph 1 of the Companies Act if the requirements stipulated therein are satisfied. Provided, however, that the maximum amount of the liability in accordance with the said agreement shall be the amount provided for by laws and regulations. (Newly established) (Newly established) (Newly established) Chapter VI: Financial Auditor Chapter VII: Accounts (Newly established) (Newly established) Article 32. – Article 35. (Article text omitted) Article 29. – Article 32. Article 36. – Article 39. (Article text omitted) Chapter V: Audit and Supervisory Committee (Establishment of Audit and Supervisory Committee) Article 27. The Company shall have the Audit and Supervisory Committee. (Calling of Meetings of the Audit and Supervisory Committee) Article 28. Notice of calling of a meeting of the Audit and Supervisory Committee shall be sent to each Audit and Supervisory Committee Member at least three (3) days before the date of the meeting. However, this period may be reduced in case of urgent needs. Chapter VI: Financial Auditor (Unchanged) Chapter VII: Accounts (Unchanged) Article 33. – Article 36. Supplementary Provisions (Transitional Measures for Exemption of Company Auditors from Liability) Article 1. 1. The Company may, by resolution of the Board of Directors, exempt its Company Auditors (including those who served as Company Auditors in the past) from liability for damages provided for in Article 423, paragraph 1 of the Companies Act to the extent permitted by laws and regulations regarding acts performed before the conclusion of the 47th Annual Shareholders Meeting. – 6 – Current Articles of Incorporation (Newly established) Proposed amendments 2. With regard to agreements to limit the liability for damages provided for in Article 423, paragraph 1 of the Companies Act regarding acts performed by outside Company Auditors (including those who served as outside Company Auditors in the past) before the conclusion of the 47th Annual Shareholders Meeting, the provision of the pre-amended Article 31, paragraph 2 of the Articles of Incorporation in accordance with the resolution made at the meeting shall apply. (Transitional Measures for Measures, etc. for Providing Information in Electronic Format) Article 2. 1. The deletion of Article 14 (Disclosure via Internet and Deemed Provision of Reference Documents for the Shareholders Meetings, etc.) in the pre-amended Articles of Incorporation and the establishment of the new Article 14 (Measures, etc. for Providing Information in Electronic Format) in the amended Articles of Incorporation shall be effective from September 1, 2022, which is 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, the pre-amended Article 14 (Disclosure via Internet and Deemed Provision of Reference Documents for the Shareholders Meetings, etc.) of the Articles of Incorporation shall remain effective regarding any shareholders meeting held on a date within six (6) months from the Date of Enforcement. 3. This Article shall be deleted on the date when six (6) months have elapsed from the Date of Enforcement or three (3) months have elapsed from the date of the shareholders meeting in the preceding paragraph, whichever is later. – 7 – Proposal No. 2 Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Subject to the approval and adoption of Proposal No. 1 “Partial Amendment to the Articles of Incorporation” as originally proposed, the Company will transition to a Company with an Audit and Supervisory Committee, and the terms of office of all eight (8) Directors will expire when the amendment to the Articles of Incorporation takes effect. Therefore, the Company proposes the election of eight (8) Directors (excluding Directors who are Audit and Supervisory Committee Members; applicable to the rest of this proposal). This proposal can only take effect when the amendment to the Articles of Incorporation under Proposal No. 1 “Partial Amendment to the Articles of Incorporation” takes effect. The candidates for Director are as follows: Candidate No. Name Position and responsibility in the Company 1 Tatsumi Kaneda Representative Director, Chairman, President and CEO Reelection 2 Yasumasa Kishimoto Managing Director and General Manager of Business Management Division 3 Yukitoshi Matsuda Director and General Manager of General Affairs Department 4 Daisaku Seki Director 5 Isao Tamaki Director 6 Mitsuru Sakamoto Outside Director 7 Yukihiro Shida Outside Director 8 Yugo Ito Outside Director Reelection Candidate for Director to be reelected Outside Candidate for outside Director Independent Independent officer as defined by the securities exchange – 8 – Reelection Reelection Reelection Reelection Reelection Outside Independent Reelection Outside Independent Reelection Outside Independent Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company Number of the Company’s shares owned Tatsumi Kaneda (November 14, 1950) Reelection Number of years in office 18 years Attendance at meetings of Board of Directors 18/18 1 Apr. 1993 June 2000 Sept. 2000 Apr. 2005 June 2005 Jan. 2006 Apr. 2013 Aug. 2015 Apr. 2017 Apr. 2018 June 2019 May 2022 Joined the Company Director of the Company Representative Director and President of KINOSHITA AUTO CO., LTD. Executive Officer and President of Kanto Company of the Company Representative Director and President of the Company Representative Director and President of Auto Seven Split Preparation Co., Ltd. (currently G-7 AUTO SERVICE CO., LTD.) Representative Director and Chairman of G-7 AUTO SERVICE CO., LTD Representative Director and President of G-7 DEVELOPMENT CO., LTD. (currently G7 RETAIL JAPAN CO., LTD.) Representative Director and Chairman of G-7 RETAIL JAPAN CO., LTD. (currently G7 RETAIL JAPAN CO., LTD.) (retired in March 2018) Director and Chairman of G-7 AUTO SERVICE CO., LTD. (retired in March 2019) Representative Director and Chairman of G7 AGRI JAPAN CO., LTD. (retired in March 2019) Representative Director, Chairman and CEO of the Company Representative Director, Chairman, President and CEO of the Company (current position) Significant concurrent positions outside the Company – 24,800 shares Reasons for nomination as candidate for Director Tatsumi Kaneda has extensive experience and a track record in leading the management of the Group, serving as Representative Director of the Company since June 2005 and also as Representative Director of the Company’s subsidiaries. Accordingly, the Company nominated him again as a candidate for Director. – 9 – Apr. 1983 July 2003 Apr. 2005 July 2006 June 2007 June 2021 Apr. 2022 Oct. 1998 Apr. 2004 July 2004 June 2005 June 2007 June 2008 Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company Number of the Company’s shares owned Yasumasa Kishimoto (September 8, 1960) Reelection Number of years in office 15 years Attendance at meetings of Board of Directors 17/18 Joined the Company Deputy General Manager of Accounting Department of the Company General Manager of Accounting Department of the Company Executive Officer and General Manager of Accounting Department of the Company Director and General Manager of Finance Department of the Company Managing Director and General Manager of Finance Department of the Company Managing Director and General Manager of Business Management Division of the Company (current position) Significant concurrent positions outside the Company – Reasons for nomination as candidate for Director Yasumasa Kishimoto has extensive business experience and knowledge of finance and accounting, serving as the person in charge of the Finance Division of the Company for many years and assuming the position of General Manager of the Business Management Division since April 2022. Accordingly, the Company nominated him again as a candidate for Director. Yukitoshi Matsuda (January 30, 1951) Reelection Number of years in office 17 years Attendance at meetings of Board of Directors 17/18 Joined the Company General Manager of General Affairs Department, General Management Division of the Company General Manager of Administrative Division and General Manager of General Affairs Department of the Company Director, General Manager of Administrative Division and General Manager of General Affairs Department of the Company Director and General Manager of Administrative Department of the Company Director and General Manager of General Affairs Department of the Company (current position) Significant concurrent positions outside the Company – Reasons for nomination as candidate for Director Yukitoshi Matsuda has extensive business experience and knowledge of legal affairs and governance, serving as the person in charge of the General Affairs Division of the Company for many years and contributing to ensuring compliance within the Company. Accordingly, the Company nominated him again as a candidate for Director. 8,800 shares 9,200 shares 2 3 – 10 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company Number of the Company’s shares owned Reasons for nomination as candidate for Director Daisaku Seki has extensive business experience and knowledge of sales and marketing, serving as Representative Director and President of the Company’s subsidiary that operates the Gyomu Super Business. Accordingly, the Company nominated him again as a candidate for Director. Daisaku Seki (June 25, 1971) Reelection Number of years in office 4 years Attendance at meetings of Board of Directors 18/18 Isao Tamaki (May 18, 1963) Reelection Number of years in office 3 years Attendance at meetings of Board of Directors 18/18 4 5 Nov. 2003 June 2005 July 2009 Apr. 2011 Apr. 2016 Apr. 2017 Apr. 2018 July 1999 Feb. 2004 Feb. 2010 Apr. 2013 May 2015 Joined SUN SEVEN CO., LTD. (currently G-7 SUPER MART CO., LTD.) Director of SUN SEVEN CO., LTD. (currently G-7 SUPER MART CO., LTD.) Managing Director of SUN SEVEN CO., LTD. (currently G-7 SUPER MART CO., LTD.) Senior Managing Director of SUN SEVEN CO., LTD. (currently G-7 SUPER MART CO., LTD.) Director and Executive Vice-President of G-7 SUPER MART CO., LTD. Director and President of G-7 SUPER MART CO., LTD. Representative Director and President of G-7 SUPER MART CO., LTD. (current position) Director of the Company (current position) June 2018 Significant concurrent positions outside the Company Representative Director and President of G-7 SUPER MART CO., LTD. Joined TERABAYASHI CO., LTD. (currently G-7 MEAT TERABAYASHI CO., LTD.) Executive Officer and General Manager of Meat the Meat West Japan Business Department of TERABAYASHI CO., LTD. (currently G-7 MEAT TERABAYASHI CO., LTD.) Director of TERABAYASHI CO., LTD. (currently G-7 MEAT TERABAYASHI CO., LTD.) Director and Executive Vice-President of TERABAYASHI CO., LTD. (currently G-7 MEAT TERABAYASHI CO., LTD.) Representative Director and President of TERABAYASHI CO., LTD. (currently G-7 MEAT TERABAYASHI CO., LTD.) (current position) Director of the Company (current position) June 2019 Significant concurrent positions outside the Company Representative Director and President of G-7 MEAT TERABAYASHI CO., LTD. 500 shares – Reasons for nomination as candidate for Director Isao Tamaki has extensive business experience and knowledge of sales and marketing, serving as Representative Director and President of the Company’s subsidiary that operates the Retailing and Meat Processing Business. Accordingly, the Company nominated him again as a candidate for Director. – 11 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company Number of the Company’s shares owned Reasons for nomination as candidate for outside Director and outline of expected role Mitsuru Sakamoto is expected to provide beneficial advice, etc., for the Company’s management based on his practical experience as a management consultant in various industries. Accordingly, the Company nominated him again as a candidate for outside Director. Mitsuru Sakamoto (March 13, 1951) Reelection Outside Independent Number of years in office 9 years Attendance at meetings of Board of Directors 18/18 Apr. 1973 Apr. 1977 May 1986 May 1990 May 2001 Joined Onitsuka Co., Ltd. (currently ASICS Corporation) Joined Link Consulting Associates-Japan Corporation Director of Link Consulting Associates-Japan Corporation Managing Director of Link Consulting Associates-Japan Corporation (retired in July 2001) Established Management F Co., Ltd. Representative Director and President of Link Consulting Associates-Japan Corporation (current position) Outside Director of the Company (current position) June 2013 Significant concurrent positions outside the Company Representative Director and President of Management F Co., Ltd. Yukihiro Shida (May 5, 1965) Reelection Outside Independent Number of years in office 7 years Attendance at meetings of Board of Directors 18/18 Apr. 1989 Apr. 1998 Mar. 2005 Mar. 2006 Oct. 2011 Feb. 2012 June 2013 June 2015 Aug. 2021 Joined Yamaichi Securities Co., Ltd. Joined Merrill Lynch Japan Securities Co., Ltd. Director of SG Private Banking (Japan), Ltd. Senior Vice President of Societe Generale Bank & Trust, Singapore Representative Director and President of Analog Pte. Ltd. (current position) Senior Vice President of CBP Quilvest Wealth Advisory Ltd. (currently Providentia Wealth Advisory Ltd.) Outside Director of Xyec Holdings Co., Ltd. Outside Director of the Company (current position) Executive Director of Providentia Wealth Advisory Ltd. (current position) Significant concurrent positions outside the Company Representative Director and President of Analog Pte. Ltd. Executive Director of Providentia Wealth Advisory Ltd. 6 7 – – Reasons for nomination as candidate for outside Director and outline of expected role Yukihiro Shida is expected to provide beneficial advice, etc., for the Company’s management based on his in-depth insights as a corporate manager overseas and his extensive practical experience. Accordingly, the Company nominated him again as a candidate for outside Director. – 12 – Candidate No. Name (Date of birth) Career summary, and position and responsibility in the Company Number of the Company’s shares owned Yugo Ito (June 5, 1960) Reelection Outside Independent Number of years in office 2 years Attendance at meetings of Board of Directors 18/18 Apr. 1984 Nov. 1985 June 1993 Aug. 1995 Apr. 2005 Apr. 2009 Apr. 2012 Mar. 2016 Jan. 2019 Joined SANKYO SEIKO CO., LTD. Posted to Hong Kong Branch of SANKYO SEIKO CO., LTD. Seconded to Sankyo Seiko Europe (France) S.A. Joined Dentsu West Japan Inc. Head of Kobe branch office of Dentsu West Japan Inc. Deputy Head of Hiroshima branch office (head of branch office) of Dentsu West Japan Inc. General Manager of Sales Management Office, Osaka Headquarters of Dentsu West Japan Inc. General Manager of Himeji Office of Dentsu West Japan Inc. Executive Project Manager of Kobe branch office of Dentsu West Japan Inc. Outside Director of the Company (current position) June 2020 Significant concurrent positions outside the Company – 400 shares Reasons for nomination as candidate for outside Director and outline of expected role Although Yugo Ito has never been directly involved in the management of a company in the past except as an outside officer, he is expected to provide beneficial advice, etc., for the Company’s management based on his insight gained from his experience working overseas, and his practical experience of serving in important positions at other company over a long time. Accordingly, the Company nominated him again as a candidate for outside Director. 1. There is no special interest between any of the candidates for Director and the Company. 2. Mitsuru Sakamoto, Yukihiro Shida and Yugo Ito are candidates for outside Director. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mitsuru Sakamoto, Yukihiro Shida and Yugo Ito have been designated as independent officers. 3. The number of years in office shown refers to the terms of office as of the conclusion of this Shareholders Meeting. 4. The Company entered into limited liability agreements with Mitsuru Sakamoto, Yukihiro Shida and Yugo Ito. If their election is approved, the Company plans to renew the limited liability agreements with them, in accordance with the provisions of the Company’s Articles of Incorporation. The summary of the details of such agreement is as described on page 38 of the Business Report (in Japanese only). 5. The Company entered into a directors and officers liability insurance policy with an insurance company. The policy covers the insureds for their liability for damages due to damage compensation and lawsuit expenses. If this proposal is approved as originally proposed, and each candidate is reelected, the candidate will be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. The summary of the details of such policy is as described on page 37 of the Business Report (in Japanese only). 8 Notes: – 13 – Election of Three (3) Directors Who Are Audit and Supervisory Committee Members Proposal No. 3 Subject to the approval and adoption of Proposal No. 1 “Partial Amendment to the Articles of Incorporation” as originally proposed, the Company will transition to a Company with an Audit and Supervisory Committee. Therefore, the Company proposes the election of three (3) Directors who are Audit and Supervisory Committee Members. In addition, the consent of the Board of Company Auditors has been obtained for the submission of this proposal. This proposal can only take effect when the amendment to the Articles of Incorporation under Proposal No. 1 “Partial Amendment to the Articles of Incorporation” takes effect. The candidates for Director who is an Audit and Supervisory Committee Member are as follows: Candidate No. Name Position in the Company 1 Taizo Yoshida Full-time Company Auditor 2 Teiji Joko Outside Company Auditor 3 Hiroki Nishii Outside Company Auditor New election Candidate for Director to be newly elected Outside Candidate for outside Director Independent Independent officer as defined by the securities exchange New election New election Outside Independent New election Outside Independent – 14 – Candidate No. Name (Date of birth) Career summary and position in the Company Number of the Company’s shares owned Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member Taizo Yoshida has actively provided advice and supervision based on his knowledge of corporate governance as Company Auditor of the Company, and the Company believes that he will exercise auditing and supervisory functions in overall management and provide effective advice as an Audit and Supervisory Committee Member. Accordingly, the Company nominated him as a candidate for Director who is an Audit and Supervisory Committee Member. Taizo Yoshida (December 23, 1954) New election Number of years in office – Attendance at meetings of Board of Directors 18/18 Attendance at meetings of Board of Company Auditors 12/12 Teiji Joko (August 19, 1965) New election Outside Independent Number of years in office – Attendance at meetings of Board of Directors 18/18 Attendance at meetings of Board of Company Auditors 12/12 1 2 Aug. 1988 Apr. 2008 May 2011 Jan. 2017 June 2017 Joined The New Business Forum (currently The Kansai New Business Conference) Chief of Secretariat of The Kansai New Business Kyogi-Kai (currently The Kansai New Business Conference) Director and Chief of Secretariat of The Kansai New Business Kyogi-Kai (currently The Kansai New Business Conference) Joined the Company Full-time Company Auditor (current position) Significant concurrent positions outside the Company – Apr. 1993 June 2001 Apr. 2017 Registered as an attorney at law, a member of Osaka Bar Association (current position) Outside Company Auditor of the Company (current position) Partner of Yodoyabashi & Yamagami Legal Professional Corporation (current position) Significant concurrent positions outside the Company Partner of Yodoyabashi & Yamagami Legal Professional Corporation Outside Company Auditor of Onamba Co., Ltd. Outside Company Auditor of Takamiya Co., Ltd. Outside Director of Himenogumi Co., Ltd. – – Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member and outline of expected role Although Teiji Joko has never been directly involved in the management of a company in the past except as an outside officer, he is expected to exercise enhancement in auditing and supervisory functions in overall management and provide effective advice as an Audit and Supervisory Committee Member based on his track record as an outside Company Auditor of the Company and from his professional perspective as an attorney. Accordingly, the Company nominated him as a candidate for outside Director who is an Audit and Supervisory Committee Member. – 15 – Candidate No. Name (Date of birth) Career summary and position in the Company Number of the Company’s shares owned Hiroki Nishii (May 19, 1964) New election Outside Independent Number of years in office – Attendance at meetings of Board of Directors 18/18 Attendance at meetings of Board of Company Auditors 12/12 Apr. 1987 Sept. 2001 Sept. 2001 Sept. 2004 Dec. 2004 June 2006 Joined Asahi Shinwa & Co. (currently KPMG AZSA LLC) Retired from KPMG AZSA & Co. Opened Hiroki Nishii Certified Public Accountant Office Senior Partner of Nagisa & co. (current position) Senior Partner of Nagisa Sogo Accounting Office (current position) Outside Company Auditor of the Company (current position) Significant concurrent positions outside the Company Senior Partner of Nagisa & co. Senior Partner of Nagisa Sogo Accounting Office Outside Director (Audit and Supervisory Committee Member) of Sanso Electric Co., Ltd. 3 – Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member and outline of expected role Although Hiroki Nishii has never been directly involved in the management of a company in the past except as an outside officer, he is expected to exercise auditing and supervisory functions in overall management and provide effective advice as an Audit and Supervisory Committee Member based on his track record as an outside Company Auditor of the Company and from his professional perspective as a Certified Public Accountant. Accordingly, the Company nominated him as a candidate for outside Director who is an Audit and Supervisory Committee Member. 1. There is no special interest between any of the candidates for Director who is an Audit and Supervisory Committee Notes: Member and the Company. 2. Teiji Joko and Hiroki Nishii are candidates for outside Director who is an Audit and Supervisory Committee Member. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Teiji Joko and Hiroki Nishii have been designated as independent officers. If their election is approved, the Company plans to submit notification to Tokyo Stock Exchange, Inc. that they continue to be designated as independent officers. 3. The Company entered into limited liability agreements with Teiji Joko and Hiroki Nishii. If their election is approved, the Company plans to enter into limited liability agreements with them, in accordance with the provisions of the Company’s Articles of Incorporation. The summary of the details of such agreement is as described on page 38 of the Business Report (in Japanese only). 4. The Company entered into a directors and officers liability insurance policy with an insurance company. The policy covers the insureds for their liability for damages due to damage compensation and lawsuit expenses. If this proposal is approved as originally proposed, and each candidate assumes the office of Director who is an Audit and Supervisory Committee Member, the candidate will be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. The summary of the details of such policy is as described on page 37 of the Business Report (in Japanese only). – 16 – [Reference] Skills Matrix of the Board of Directors After the Shareholders Meeting (planned) If all the candidates for Director in this Notice of Convocation are elected as originally proposed, the skills matrix of the Board of Directors will be as follows: Name Corporate Management Tax and Accounting Legal and Governance M&A Sales and Marketing Global Sustainability Human Resources Development Tatsumi Kaneda Yasumasa Kishimoto Yukitoshi Matsuda Daisaku Seki Isao Tamaki Mitsuru Sakamoto Yukihiro Shida Yugo Ito Taizo Yoshida Teiji Joko Hiroki Nishii 〇 〇 〇 〇 〇 〇 〇 〇 Director Director/ Audit and Supervisory Committee Member 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 〇 – 17 – Election of Two (2) Substitute Directors Who Are Audit and Supervisory Committee Members Proposal No. 4 Subject to the approval and adoption of Proposal No. 1 “Partial Amendment to the Articles of Incorporation” as originally proposed, the Company will transition to a Company with an Audit and Supervisory Committee. Accordingly, the Company proposes the election of two (2) substitute Directors who are Audit and Supervisory Committee Members to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee Members fall below the number required by laws and regulations. The Company proposes to elect Yasuhiko Kato as a substitute for Director who is an Audit and Supervisory Committee Member Taizo Yoshida, and Koji Yoneda as a substitute for outside Directors who are Audit and Supervisory Committee Members Teiji Joko and Hiroki Nishii, subject to the approval and adoption of the elections of Taizo Yoshida to Director who is an Audit and Supervisory Committee Member, and Teiji Joko and Hiroki Nishii to outside Directors who are Audit and Supervisory Committee Members, in Proposal No. 3 “Election of Three (3) Directors Who Are Audit and Supervisory Committee Members.” In addition, the consent of the Board of Company Auditors has been obtained for the submission of this proposal. This proposal can only take effect when the amendment to the Articles of Incorporation under Proposal No. 1 “Partial Amendment to the Articles of Incorporation” takes effect. The candidates for substitute Director who is an Audit and Supervisory Committee Member are as follows: Candidate No. Name (Date of birth) Career summary Number of the Company’s shares owned Yasuhiko Kato (May 26, 1961) Mar. 1995 Nov. 2013 Apr. 2018 Joined AUTO SEVEN CO., LTD. (currently G-7 AUTO SERVICE CO., LTD.) General Manager of Internal Control Office of the Company General Manager of Internal Audit Office of the Company (current position) Significant concurrent positions outside the Company – Reasons for nomination as candidate for substitute Director who is an Audit and Supervisory Committee Member Yasuhiko Kato has extensive experience and track record of compliance, risk management and internal control, having held key positions at the Company including the General Manager of the Internal Control Office and currently serving as the General Manager of the Internal Audit Office. The Company believes that he will exercise auditing and supervisory functions in overall management and provide effective advice as an Audit and Supervisory Committee Member. Accordingly, the Company nominated him as a candidate for substitute Director who is an Audit and Supervisory Committee Member. Koji Yoneda (February 17, 1957) Apr. 1990 Registered as an attorney at law, a member of Hyogo Bar Association Joined Motohara & Tanaka Law Office (currently Tamon Law Office) (current position) Vice President of Hyogo Bar Association President of Hyogo Bar Association Apr. 2006 Apr. 2016 Significant concurrent positions outside the Company – – – 1 2 Reasons for nomination as candidate for substitute outside Director who is an Audit and Supervisory Committee Member and outline of expected role Although Koji Yoneda has never been directly involved in the management of a company in the past, the Company believes that he will exercise auditing and supervisory functions in overall management and provide effective advice as an Audit and Supervisory Committee Member from his professional perspective as an attorney over the years. Accordingly, the Company nominated him as a candidate for substitute outside Director who is an Audit and Supervisory Committee Member. Notes: 1. There is no special interest between any of the candidates for substitute Director who is an Audit and Supervisory Committee Member and the Company. 2. Koji Yoneda is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member. 3. If Koji Yoneda assumes the office of outside Director who is an Audit and Supervisory Committee Member, the Company plans to submit notification to Tokyo Stock Exchange, Inc. concerning the designation of him as an independent officer as provided for by the aforementioned exchange. – 18 – 4. If Koji Yoneda assumes the office of outside Director who is an Audit and Supervisory Committee Member, the Company plans to enter into a limited liability agreement with him, in accordance with the provisions of the Company’s Articles of Incorporation. The summary of the details of such agreement is as described on page 38 of the Business Report (in Japanese only). 5. The Company entered into a directors and officers liability insurance policy with an insurance company. The policy covers the insureds for their liability for damages due to damage compensation and lawsuit expenses. If each candidate assumes the office of Director who is an Audit and Supervisory Committee Member, the candidate will be included as an insured in the policy. In addition, when the policy is renewed, the Company plans to renew the policy with the same terms. The summary of the details of such policy is as described on page 37 of the Business Report (in Japanese only). – 19 – Proposal No. 5 Determination of the Remuneration Amount for Directors (Excluding Directors Who Are Audit and Supervisory Committee Members) Subject to the approval and adoption of Proposal No. 1 “Partial Amendment to the Articles of Incorporation” as originally proposed, the Company will transition to a Company with an Audit and Supervisory Committee. The remuneration amount for Directors of the Company was approved at the 45th Annual Shareholders Meeting held on June 26, 2020 to be no more than ¥300 million per year (including an amount of no more than ¥30 million per year for outside Directors) to date. However, in line with transition to a Company with an Audit and Supervisory Committee, the Company proposes to abolish the above-mentioned amount and newly set the remuneration amount for Directors (excluding Directors who are Audit and Supervisory Committee Members) to be no more than ¥300 million per year (including an amount of no more than ¥30 million per year for outside Directors). A summary of the details of the Company’s policy for determining the details of remuneration, etc., of individual Directors is described on page 36 of the Business Report (in Japanese only). If this proposal is approved, the Company plans to change the eligible persons from “Directors” to “Directors (excluding Directors who are Audit and Supervisory Committee Members)” at the meeting of the Board of Directors to be held after the conclusion of this Shareholders Meeting. The Company believes that the contents of this proposal are appropriate because they are in line with the above policy and take into consideration matters such as the current amount of remuneration for Directors and the current number of Directors. This remuneration amount, as in the past, will not include employee salaries of Directors who concurrently serve as employees of the Company. The number of Directors is currently eight (8) (including three (3) outside Directors). If Proposal No. 1 “Partial Amendment to the Articles of Incorporation” and Proposal No. 2 “Election of Eight (8) Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved and adopted as originally proposed, the number of Directors under this proposal will be eight (8) (including three (3) outside Directors). This proposal can only take effect when the amendment to the Articles of Incorporation under Proposal No. 1 “Partial Amendment to the Articles of Incorporation” takes effect. – 20 – Proposal No. 6 Determination of the Remuneration Amount for Directors Who Are Audit and Supervisory Committee Members Subject to the approval and adoption of Proposal No. 1 “Partial Amendment to the Articles of Incorporation” as originally proposed, the Company will transition to a Company with an Audit and Supervisory Committee. Accordingly, the Company proposes to set the remuneration amount for Directors who are Audit and Supervisory Committee Members to be no more than ¥35 million per year. The Company believes that this proposal is appropriate because it takes into consideration matters such as the size of the Company’s business, its executive remuneration system and the level at which it is paid, the current number of Directors (and other officers), and responsibilities of Directors who are Audit and Supervisory Committee Members. If Proposal No. 1 “Partial Amendment to the Articles of Incorporation” and Proposal No. 3 “Election of Three (3) Directors Who Are Audit and Supervisory Committee Members” are approved and adopted as originally proposed, the number of Directors who are Audit and Supervisory Committee Members under this proposal will be three (3). This proposal can only take effect when the amendment to the Articles of Incorporation under Proposal No. 1 “Partial Amendment to the Articles of Incorporation” takes effect. – 21 – Payment of Retirement Benefits to the Late Mr. Mamoru Kinoshita Proposal No. 7 Mr. Mamoru Kinoshita, former Director and Chairman Emeritus who passed away on November 13, 2021, contributed greatly to the expansion of the Group for 45 years as a founder since the foundation of the Company in June 1976. Accordingly, in order to reward him for his work during his term of office, the Company proposes to pay him retirement benefits within a reasonable amount in accordance with certain standards determined by the Company. The specific amount, timing and method of payment, etc., are to be left to the discretion of the Board of Directors. This proposal has been decided in accordance with internal rules set by the Board of Directors, and the Company considers it to be appropriate. His career summary is as follows: Name Career summary Mamoru Kinoshita June 1976 June 2005 June 2016 Nov. 2021 Founded the Company Representative Director and President of the Company Representative Director and Chairman of the Company Director and Chairman Emeritus of the Company Retired from the Company upon his passing away – 22 –