47th Ordinary General Shareholders' Meeting

Reasons for Proposals to elect Directors and Audit & Supervisory Board Members

This material summarizes the reasons for the Leopalace21's proposals and other related information.

Leopalace21 Corporation

1. Introduction

P.1

2. Proposal No.1 Election of Directors

P.2 - P.3

3. Proposal No.2 and No.3 Election of Audit & Supervisory Members and a Substitute

Audit & Supervisory Board Member

P.4

4. Business plan and structural reforms

P.5 - P.10

5. New policy for repair works and recurrence preventive measures

P.11 - P.14

6. Summary

P.15

1. Introduction

We recorded large deficits for 47th fiscal year ended March 2020 as a second consecutive year due mainly to the measures taken to respond to the construction defects and the resultant depressed occupancy rates.

The Board of Directors examined the drastic business strategies reconstruction and decided to implement structural reforms centered on transferring or withdrawing from non-core unprofitable businesses and offering a voluntary retirement program.

We will concentrate on for the year to come implementing the structural reforms and enhance profitability of the core Leasing Business to recover the business performance and restore the trust by shareholders and other stakeholders.

We will submit following three proposals for approval at the 47th Ordinary General Shareholders' Meeting.

Proposal No.1

Election of Nine (9) Directors

Proposal No.2

Election of Two (2) Audit & Supervisory Board Members

Proposal No.3

Election of One (1) Substitute Audit & Supervisory Board Member

2-1Proposal No.1 Candidates for Directors

We propose to elect following nine (9) candidates for Directors because we believe they are best suited to restore trust by shareholders and other stakeholders through implementing structural reforms and recovering business performance.

Candidates for Executive Directors

Chief of Business Operation Headquarters

Bunya Miyao

President and CEO

Chief of Emergency Headquarters for

Chief of Compliance Promotion

Construction Defects

Headquarters

To be re-elected

Shigeru Ashida

To be re-elected

Mayumi Hayashima

To be re-elected

Candidates for Outside Directors

2-2Board member candidates and skill set matrix when approved

The Board of Directors aims to strengthen the corporate governance structure and promptly address the management issues.

Board of Directors, Skill set matrix

Critical skill especially for the 48th fiscal year

Attribute

Expertise, Experience and Knowledge

Name

Executive Position

Independency

Nomination and Compensation

Committee

Age

Gender

Corporate manage-ment

Corporate rehabilitation, business restruc-turing

Sales and Market-ing

Quality manage-ment

Legal

Account-ing and tax affairs

Finance

IR

Global

Audit

1

Bunya Miyao

President and CEO Chairman of the Board of Directors

Member

60

Male

2

Shigeru Ashida

Director Managing Executive Officer

56

Male

3

Mayumi Hayashima

Director Executive Officer

47

Female

4

Tadashi Kodama

Director

Lead independent

Outside

Chairman

72

Male

5

Tetsuji Taya

Director

Independent

Outside

Member

56

Male

6

Hisafumi Koga

Director

Outside

Member

72

Male

7

Tadayasu Fujita

Director

Independent

Outside

Member

74

Male

8

Yutaka Nakamura

Director

Independent

Outside

Member

61

Male

9

Akira Watanabe

(to be newly elected)

Director

Independent

Outside

Member

73

Male

Considering business circumstances, we propose to reduce the membership from 12 to 9 after reviewing the required skill set for the BOD.

3. Proposal No.2 & No.3 Audit & Supervisory Board Member candidates and a substitute Member candidate

Audit & Supervisory Board Members monitor the implementation of structural reforms and recovery of business performance by the Directors to verify and ensure adequacy.

Yoshitaka Murakami

Expertise in taxation matters; Experience as an Audit & Supervisory Board member with a financial institutions (Ex-Deputy Commissioner, Ministry of Finance)

(Ex-Director, East Nippon Expressway Company Limited, Ex-Member of Audit & Supervisory Board, Credit Saison)

Proposal No.2 Election of Two (2) Audit & Supervisory Board Members

Kenichiro Samejima

Experience in Leasing Business (acquainted with the core business)

To be newly elected

Reference: in office

Jiro Yoshino

Experience as an Audit & Supervisory Board Member with an insurance company

(Ex-Member of Audit & Supervisory Board, MS&AD Insurance Group Holding, Inc.)

Independent

Outside

To be newly elected

Reference: in office

Takao Yuhara

Experience as an Audit & Supervisory Board Member;

Experience as CFO at an electronics company

(Audit & Supervisory Board Member, KAMEDA SEIKA CO.,LTD.(current)) (Ex-Director, Sony Corporation and Zensho Co., Ltd., etc.)

OutsideIndependent

Candidate for substitute Audit & Supervisory Board Member

  • It is intended to prepare for a contingency in which the Company does not have the prescribed number of members.

  • It is in line with strengthening the corporate governance.

Proposal No.3: Election of One (1) Substitute Audit & Supervisory Board Member

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Leopalace21 Corporation published this content on 26 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 June 2020 06:08:04 UTC