Hiroshima Gas Co., Ltd.TSE: 9535

Notice of the 170th Annual General Meeting of Shareholders

· Issued by Hiroshima Gas Co., Ltd.

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.

Securities code: 9535

June 3, 2024

To our shareholders:

Tomohiko Nakagawa

Representative Director and President

HIROSHIMA GAS CO., LTD.

2-7-1,Minami-machiMinami-ku, Hiroshima

Notice of the 170th Annual General Meeting of Shareholders

We would like to express our heartfelt sympathy to all those affected by the recent 2024 Noto Peninsula Earthquake and pray for everyone's safety and a swift recovery.

We are pleased to announce that the 170th Annual General Meeting of Shareholders of HIROSHIMA GAS CO., LTD. (the "Company") will be held as follows.

In convening this General Meeting of Shareholders, the Company has taken electronic provision measures, which provide information contained in the Reference Documents, etc. for the General Meeting of Shareholders (the "matters subject to electronic provision measures") in electronic format, and has posted this information on the following websites on the Internet. Please access either of the following websites to review the information.

【Website of the Company】 https://www.hiroshima-gas.co.jp/english/ir/event/event_01.html

【Website of Tokyo Stock Exchange (Search for a listed company)】 https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show

(Please access the Tokyo Stock Exchange website above, enter "Hiroshima Gas" in the "Issue name (company name)" field or our stock exchange code "9535" (in half-width characters) in the "Code" field, and click on "Search" to find search results. Then, click on "Basic information" and "Documents for public inspection/PR information" in this order to find "[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting]" in the "Filed information available for public inspection" section.)

If you exercise your voting rights via the Internet, etc. or in writing, please review the Reference Documents for General Meeting of Shareholders, and exercise your voting rights by 5:30 p.m. on Friday, June 21, 2024 (JST) either by entering your approval or disapproval of the proposals on the website for exercising voting rights specified by the Company (https://evote.tr.mufg.jp/) or indicating your approval or disapproval of the proposals in the voting form and then returning the form to the Company by postal mail.

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1. Date and Time: Monday, June 24, 2024 at 10:00 a.m. (JST)

[Reception will open at 9:15 a.m. (JST)]

2. Venue:Gastopia Center of the Company, 6F Convention Hall 1-30,Minamitakeya-cho,Naka-ku, Hiroshima

3. Purpose of the Meeting

Matters to be reported: 1. The Business Report, the Consolidated Financial Statements and

the Non-consolidated Financial Statements for the 170th fiscal year (from April 1, 2023 to March 31, 2024)

2. The results of audits of the Consolidated Financial Statements for the 170th fiscal year by the Financial Auditor and Audit & Supervisory Board

Matters to be resolved:

Proposal 1: Election of Eleven (11) Directors

Proposal 2: Election of Two (2) Audit & Supervisory Board Members

Proposal 3: Election of One (1) Substitute Audit & Supervisory Board Member

  • If you attend the meeting in person, please submit the voting form at the reception.
  • The matters below are not included in the paper copy sent to shareholders who have requested it in accordance with the provisions of laws and regulations and Article 13 of the Articles of Incorporation of the Company. These documents are part of the documents audited by the Audit & Supervisory Board Members and the Financial Auditor in preparing their respective audit reports.
    1. "Overview of system to ensure that the execution of the duties of Directors conforms with laws, regulations, and the Articles of Incorporation and other systems to ensure appropriate operations, and operation status of the systems" of the Business Report
    2. The "Consolidated Statement of Changes in Net Assets" and the "Notes to Consolidated Financial Statements" of the Consolidated Financial Statements
    3. The "Statement of Changes in Net Assets" and the "Notes to Financial Statements" of the Non-Consolidated Financial Statements
      Note that (1), (2), and (3) are included in the materials audited by the Audit & Supervisory Board Members when preparing the Audit Report, and (2) and (3) are included in the materials audited by the Financial Auditor when preparing the Financial Audit Report.
  • In the event that there are any revisions to the matters subject to electronic provision measures, the fact of the revision, information prior to the revision and information after the revision will be posted on the respective websites where the matters are posted.

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Reference Documents for the General Meeting of Shareholders

Proposal No. 1: Election of Eleven (11) Directors

At the conclusion of this annual general meeting of shareholders, the terms of office of all eleven (11) Directors will expire. Therefore, the Company proposes the election of eleven (11) Directors.

The candidates for Director are as follows:

Candidate

Name

Gender

Current position and responsibility in the Company

Reference

No.

page

1

Kensuke Matsufuji

Male

Representative Director and Chairman

Reelection

Page 4

Representative Director and President and Presidential

2

Tomohiko Nakagawa

Male

Executive Officer

Reelection

Page 4

(in charge of Corporate Planning Department)

Director, Senior Executive Officer

3

Takeshi Tanimura

Male

(General Manager of Pipeline Business Division, in

Reelection

Page 5

charge of Technical Research Institute)

Director, Senior Executive Officer

4

Kazunori Tamura

Male

(General Manager of Production Business Division, in

Reelection

Page 6

charge of Purchasing Department, Energy Resources &

International Business Department and Digital Strategy

Department)

Director, Senior Executive Officer

5

Yasutaka Okita

Male

(General Manager of General Affairs Department, in

Reelection

Page 7

charge of Secretarial Department, Environmental &

Social Contribution Department, Human Resources

Department and Finance & Accounting Department)

6

Sunao Yoshizaki

Male

Director, Senior Executive Officer

Reelection

Page 7

(General Manager of Energy Business Division)

Reelection

7

Masao Mukuda

Male

Outside Director

Outside

Page 8

Independent

Reelection

8

Koji Ikeda

Male

Outside Director

Outside

Page 8

Independent

Executive Officer

9

Naoto Mizuno

Male

(General Manager of Energy Resources & International

New election

Page 8

Business Department)

New election

10

Hiroshi Ozaki

Male

Outside

Page 9

Independent

New election

11

Kaori Maeda

Female

Outside

Page 9

Independent

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

Apr. 1983

Joined the Company

June 2007

General Manager of Secretarial Department

June 2010

General Manager of Public Relations and Environment

Department, Management Headquarters

June 2011

Executive Officer and General Manager of Residential

Energy Sales Department, Energy Business Division

Kensuke Matsufuji

June 2013

Director, Executive Officer (General Manager of Finance &

(November 27, 1959)

Accounting Department, Management Headquarters, in

150,784 shares

Reelection

charge of Secretarial Department and Raw Materials

Department, Management Headquarters)

1

June 2015

Director, Senior Executive Officer (General Manager of

Energy Business Division)

June 2017

Representative Director and President and Presidential

Executive Officer (in charge of Energy Business Division)

Apr. 2024

Representative Director and Chairman

(current position)

[Reason for nomination as candidate for Director]

Kensuke Matsufuji has mainly engaged in duties related to sales. He served as Representative Director and President and

Presidential Executive Officer for around seven (7) years from June 2017 to April 2024 and has served as Chairman of the

Board of Directors as Representative Director and Chairman since April 2024, possessing extensive experience and deep

insight. Accordingly, the Company hereby proposes his reelection as Director.

Apr. 1987

Joined the Company

Apr. 2009

General Manager of Purchasing Department, Management

Headquarters

June 2013

Executive Officer and General Manager of Raw Materials

Department, Management Headquarters

Apr. 2016

Executive Officer and General Manager of Raw Materials

Department

June 2016

Director, Executive Officer (General Manager of Production

Business Division, in charge of Purchasing Department and

Raw Materials Department)

Tomohiko Nakagawa

Apr. 2019

Director, Senior Executive Officer (General Manager of

Corporate Planning Department, in charge of Secretarial

52,106 shares

(March 23, 1963)

Department and Human Resources Department)

Reelection

Apr. 2023

Director, Senior Executive Officer (in charge of Secretarial

2

Department, Corporate Planning Department,

Environmental & Social Contribution Department, Human

Resources Department and Digital Strategy Department)

June 2023

Director, Senior Executive Officer (in charge of Corporate

Planning Department, Environmental & Social Contribution

Department, Human Resources Department and Digital

Strategy Department)

Apr. 2024

Representative Director and President and Presidential

Executive Officer (in charge of Corporate Planning

Department)

(current position)

[Reason for nomination as candidate for Director]

Tomohiko Nakagawa has mainly engaged in duties related to gas supply and raw materials. Assuming the office as Representative Director in April 2024, he has served as President, the position with ultimate responsibility for execution of business of the Company, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director.

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

Apr. 1984

Joined the Company

Apr. 2009

General Manager of Supply Facility Department, Pipeline

Business Division

June 2011

General Manager of Hatsukaichi LNG Terminal

June 2012

Executive Officer and General Manager of Hatsukaichi

LNG Terminal

June 2015

Director, Executive Officer (General Manager of Finance &

Accounting Department, Management Headquarters, in

charge of Secretarial Department and Raw Materials

Department, Management Headquarters)

Apr. 2016

Director, Executive Officer (General Manager of Finance &

Accounting Department, in charge of General Affairs

Department, Human Resources Department and Raw

Takeshi Tanimura

Materials Department)

(November 7, 1961)

June 2017

Director, Senior Executive Officer (General Manager of

62,006 shares

Corporate Planning Department, in charge of Secretarial

Reelection

Department and affiliated companies)

3

Apr. 2019

Director, Senior Executive Officer (General Manager of

Pipeline Business Division, in charge of Technical Research

Institute)

Apr. 2023

Director, Senior Executive Officer (General Manager of

Pipeline Business Division, in charge of General Affairs

Department, Finance & Accounting Department and

Technical Research Institute)

June 2023

Director, Senior Executive Officer (General Manager of

Pipeline Business Division, in charge of Technical Research

Institute)

(current position)

[Significant concurrent positions outside the Company]

  • Representative Director and President, Setouchi Pipeline Co., Ltd. [Reason for nomination as candidate for Director]
    Takeshi Tanimura has mainly engaged in duties related to gas supply and production. As Executive Officer since 2012, he served as General Manager of Hatsukaichi LNG Terminal and General Manager of Finance & Accounting Department and Corporate Planning Department. Currently a Director, Senior Executive Officer, he serves as General Manager of Pipeline Business Division, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director.

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

Apr. 1985

Joined the Company

June 2010

General Manager of Sales Planning Department, Energy

Business Division

June 2014

Executive Officer and Manager of Kure Branch and

Kumano Office, Energy Business Division

Apr. 2016

Executive Officer and General Manager of Supply Facility

Department, Pipeline Business Division

June 2017

Director, Executive Officer (General Manager of Pipeline

Business Division, in charge of Technical Research

Institute)

Apr. 2019

Director, Executive Officer (General Manager of Production

Business Division, in charge of Purchasing Department and

Raw Materials Department)

Apr. 2020

Director, Senior Executive Officer (General Manager of

Production Business Division, in charge of Purchasing

Kazunori Tamura

Department and Raw Materials Department)

Apr. 2021

Director, Senior Executive Officer (General Manager of

(August 12, 1962)

Production Business Division, General Manager of in

59,706 shares

Reelection

charge of Purchasing Department and Energy Resources &

International Business Department)

4

Apr. 2023

Director, Senior Executive Officer (General Manager of

Production Business Division, General Manager of

Purchasing Department, in charge of Energy Resources &

International Business Department)

June 2023

Director, Senior Executive Officer (General Manager of

Production Business Division, in charge of Purchasing

Department and Energy Resources & International Business

Department)

Apr. 2024

Director, Senior Executive Officer (General Manager of

Production Business Division, in charge of Purchasing

Department, Energy Resources & International Business

Department and Digital Strategy Department)

(current position)

[Significant concurrent positions outside the Company]

  • Director/Chairman of MAPLE LNG TRANSPORT INC. [Reason for nomination as candidate for Director]
    Kazunori Tamura has mainly engaged in duties related to gas supply, corporate planning and sales planning. As Executive Officer since 2014, he served as Manager of Kure Branch and General Manager of Supply Facility Department and Pipeline Business Division. Currently a Director, Senior Executive Officer, he serves as General Manager of Production Business Division, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director.

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

Apr. 1986

Joined the Company

June 2012

Chief of Corporate Planning Office, Corporate Planning

Department

Apr. 2017

Executive Officer and Manager of Kure Branch, Energy

Business Division

Apr. 2018

Executive Officer, Deputy General Manager of Energy

Business Division and General Manager of Sales Planning

Department

Apr. 2020

Senior Executive Officer, Deputy General Manager of

Yasutaka Okita

Energy Business Division and General Manager of Sales

Planning Department

40,277 shares

(September 7, 1962)

Reelection

July 2022

Senior Executive Officer and General Manager of General

Affairs Department

5

June 2023

Director, Senior Executive Officer (General Manager of

General Affairs Department, in charge of Secretarial

Department and Finance & Accounting Department)

Apr. 2024

Director, Senior Executive Officer (General Manager of

General Affairs Department, in charge of Secretarial

Department, Environmental & Social Contribution

Department, Human Resources Department and Finance &

Accounting Department)

(current position)

[Reason for nomination as candidate for Director]

Yasutaka Okita has mainly engaged in duties related to corporate planning and sales. As Executive Officer since 2017, he served as Manager of Kure Branch and General Manager of Sales Planning Department. Currently a Director, Senior Executive Officer, he serves as General Manager of General Affairs Department, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director.

Apr. 1988

Joined the Company

Apr. 2014

General Manager of Commercial Energy Sales Department,

Energy Business Division

Apr. 2018

Executive Officer and Manager of Kure Branch, Energy

Business Division

Apr. 2020

Executive Officer and General Manager of Industrial Energy

Sunao Yoshizaki

Sales Department, Energy Business Division

Apr. 2021

Senior Executive Officer and General Manager of Industrial

(January 9, 1965)

Energy Sales Department, Energy Business Division

50,479 shares

Reelection

July 2022

Senior Executive Officer, Deputy General Manager of

6

Energy Business Division and General Manager of

Industrial Energy Sales Department

Apr. 2023

Senior Executive Officer and Deputy General Manager of

Energy Business Division

June 2023

Director, Senior Executive Officer (General Manager of

Energy Business Division)

(current position)

[Reason for nomination as candidate for Director]

Sunao Yoshizaki has mainly engaged in duties related to sales. As Executive Officer since 2018, he served as Manager of Kure Branch and General Manager of Industrial Energy Sales Department. Currently a Director, Senior Executive Officer, he serves as General Manager of Energy Business Division, possessing extensive experience and deep insight. Accordingly, the Company hereby proposes his reelection as Director.

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

Mar. 1969

Joined Hiroshima Electric Railway Co., Ltd.

Jan. 2013

Representative Director and President

Masao Mukuda

(current position)

June 2013

Director of the Company

(November 24, 1946)

Reelection

(current position)

0 shares

Outside

[Significant concurrent positions outside the Company]

Independent

• Representative Director and President of Hiroshima Electric Railway Co., Ltd.

7

[Tenure as outside Director]

Eleven (11) years at the end of the Annual General Meeting of Shareholders

[Reasons for nomination as candidate for outside Director and summary of expected roles]

Masao Mukuda has extensive experience and deep insight as manager of a business corporation. Accordingly, the Company

hereby proposes his reelection as Director to seek his opinion on the Company's management from his objective standpoint.

Moreover, when he is elected, the Company expects that he will properly fulfill the roles of ensuring objectivity and transparency

in the process of selection of candidates for officer of the Company and determination of remuneration for officers, etc., as a

member of the Nomination Committee and the Remuneration Committee.

Apr. 1977

Joined The Hiroshima Bank, Ltd.

June 2012

Representative Director and President

June 2018

Representative Director and Chairman

Apr. 2022

Director and Chairman

(current position)

Koji Ikeda

Oct. 2020

Representative Director and Chairman of Hirogin Holdings,

(September 3, 1953)

Inc.

0 shares

Reelection

(current position)

Outside

June 2019

Director of the Company (current position)

Independent

[Significant concurrent positions outside the Company]

8

• Representative Director and Chairman of Hirogin Holdings, Inc.

• Chairman of The Hiroshima Chamber of Commerce and Industry

[Tenure as outside Director]

Five (5) years at the end of the Annual General Meeting of Shareholders

[Reasons for nomination as candidate for outside Director and summary of expected roles]

Koji Ikeda has extensive experience and deep insight as manager of a financial institution. Accordingly, the Company hereby

proposes his reelection as Director to seek his opinion on the Company's management from his objective standpoint. Moreover,

when he is elected, the Company expects that he will properly fulfill the roles of ensuring objectivity and transparency in the

process of selection of candidates for officer of the Company and determination of remuneration for officers, etc., as a member

of the Nomination Committee and the Remuneration Committee.

Apr. 1991

Joined the Company

Apr. 2018

General Manager of Human Resources Department

Naoto Mizuno

Apr. 2020

General Manager of Raw Materials Department

Apr. 2021

General Manager of Energy Resources & International

13,417 shares

(September 23, 1967)

New election

Business Department and Manager of Energy Resource

Purchasing Group

9

Apr. 2023

Executive Officer and General Manager of Energy Resources

& International Business Department

(current position)

[Reason for nomination as candidate for Director]

Naoto Mizuno has mainly engaged in duties related to human resources and raw materials. Currently an Executive Officer, he

serves as General Manager of Energy Resources & International Business Department, possessing extensive experience and

deep insight. Accordingly, the Company hereby proposes his election as Director.

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Candidate

Name

Career summary, position and responsibility in the Company,

Number of the

Company's shares

No.

(Date of birth)

and significant concurrent positions outside the Company

owned

May 1972

Joined Osaka Gas Co., Ltd.

Apr. 2008

Representative Director and President

Hiroshi Ozaki

June 2009

Representative Director and President, Executive President

Apr. 2015

Representative Director and Chairman

(March 11, 1950)

0 shares

New election

Jan. 2021

Director and Senior Advisor

Outside

June 2021

Senior Advisor

Independent

(current position)

[Significant concurrent positions outside the Company]

10

• Senior Advisor to Osaka Gas Co., Ltd.

[Reasons for nomination as candidate for outside Director and summary of expected roles]

Hiroshi Ozaki has extensive experience and deep insight as he has been involved in managing gas business for long years. The

Company hereby proposes his election as Director to seek his opinion on the Company's management from an objective

standpoint.

Moreover, when he is elected, the Company expects that he will properly fulfill the roles of ensuring objectivity and transparency

in the process of selection of candidates for officer of the Company and determination of remuneration for officers, etc., as a

member of the Nomination Committee and the Remuneration Committee.

Apr. 1982

Assistant, Cluster 2 (Electrical Engineering), School of

Engineering, Hiroshima University

Apr. 1990

Computer Technician, Radiation Effects Research

Foundation

June 1994

Assistant, Department of Computer and Network

Engineering, Faculty of Information Sciences, Hiroshima

City University

July 2000

Assistant Professor, Information Processing Center,

Kaori Maeda

Hiroshima City University

Apr. 2007

Professor, Graduate School of Information Sciences,

(June 22, 1959)

Hiroshima City University

New election

Apr. 2020

Director, Faculty of Information Sciences and Dean,

0 shares

Outside

Graduate School of Information Sciences, Hiroshima City

Independent

University

Apr. 2023

Chief Digital Officer, Specially Appointed Professor,

Hiroshima City University

11

Apr. 2024

Assistant to the President, Chief Digital Officer, Specially

Appointed Professor, Hiroshima City University

(current position)

[Significant concurrent positions outside the Company]

  • Assistant to the President, Chief Digital Officer, Specially Appointed Professor, Hiroshima City University

[Reasons for nomination as candidate for outside Director and summary of expected roles]

Kaori Maeda has experience as an academic in the IT field as well as broad knowledge and deep insight. Accordingly, the Company hereby proposes her election as Director to seek her opinion on the Company's management from her objective standpoint. Although she has never been directly involved in corporate management other than as an outside officer, she is expected to fulfill her duties as an Outside Director appropriately due to the aforementioned reasons.

Moreover, when she is elected, the Company expects that she will properly fulfill the roles of ensuring objectivity and transparency in the process of selection of candidates for officer of the Company and determination of remuneration for officers, etc., as a member of the Nomination Committee and the Remuneration Committee.

Notes: 1. The Company outsources part of the processing service of gas to Setouchi Pipeline Co., Ltd. The Company also sells city gas to Setouchi Pipeline Co., Ltd.

The Company guarantees obligations owed by MAPLE LNG TRANSPORT INC. The Company sells compressed natural gas to Hiroshima Electric Railway Co., Ltd.

The Company pays membership fees and others to The Hiroshima Chamber of Commerce and Industry.

  1. Masao Mukuda, Koji Ikeda, Hiroshi Ozaki and Kaori Maeda are candidates for outside Director.
  2. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Masao Mukuda and Koji Ikeda have been appointed as independent officers as provided for by the aforementioned exchange. If Hiroshi Ozaki and Kaori
    • 9 -

Maeda are elected at this general meeting of shareholders, the Company plans to submit notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers as provided for by the aforementioned exchange.

  1. The Company has entered into a liability limitation agreement with Masao Mukuda and Koji Ikeda to limit the liability for damages under Article 423, Paragraph 1 of the Companies Act to the amount defined under laws and regulations. If the election of Masao Mukuda and Koji Ikeda for outside Directors is approved as originally proposed, the Company plans to continue the above liability limitation agreement with them. If Hiroshi Ozaki and Kaori Maeda are elected at this general meeting of shareholders, the Company plans to enter into a liability limitation agreement with both of them to limit the liability for damages under Article 423, Paragraph 1 of the Companies Act to the amount defined under laws and regulations.
  2. The Company has concluded a liability insurance contract for officers, etc. with all Directors (including outside Directors) and Audit & Supervisory Board Members (including outside Audit & Supervisory Board Members) as the insured, and if this proposal is approved as originally proposed, all candidates for Director will be insured under the relevant insurance contract.
    The relevant insurance contract shall cover legal damages and dispute costs, etc. borne by the insured. However, certain excuses exist, such as excluding claims for damages caused by actions taken while the insured is aware of a violation of the law.
    The next time the insurance contract is renewed, renewal with the same contents is planned.
  3. In November 2019 when Hiroshi Ozaki held office as a Director of Osaka Gas Chemicals Co., Ltd., the company received a cease and desist order and a surcharge payment order from the Japan Fair Trade Commission, based on the Antimonopoly Act, with respect to a tender involving activated carbon used in water purification facilities and similar applications. Although Hiroshi Ozaki was not aware of this fact, he regularly emphasized the importance of compliance with laws at board meetings and other meetings. Upon learning of the fact, he fulfilled his responsibilities by directing a thorough investigation on the fact as well as measures to prevent recurrence.
  4. Regarding Kaori Maeda, her name is written as such because it is well-known; however, her legal name on the family register is Kaori Aibara.

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