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. The Company assumes noresponsibility for this translation or for direct, indirect or any other forms of damages arising from the translations.

Securities identification code: 8137
Date of sending by postal mail: June 9, 2023
Start date of measures for electronic provision: June 6, 2023
To our shareholders:Hiroyuki Tanaka
Chairman, President and Representative Director
SUN-WA TECHNOS CORPORATION
3-1-1, Kyobashi, Chuo-ku, TokyoNOTICE OF THE 75TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 75th Ordinary General Meeting of Shareholders of SUN-WA TECHNOSCORPORATION (the “Company”), which will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the website by using the internet address shown below toreview the information.
The Company’s website:
https://www.sunwa.co.jp/ (in Japanese)(Please access the above website and select “Investor Relations,” “IR Library,” and “General Meeting of
Shareholders Information” from the menu.)
In addition to the Company’s website, the items for which measures for providing information in electronic format
are to be taken are also posted on Tokyo Stock Exchange (TSE) website, which can be found at the following link.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Sun-Wa Technos Corporation” in“Issue name (company name)” or the Company’s securities code “8137” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)Instead of attending the meeting in person, you may exercise your voting rights in writing (by postal mail) or via
the Internet. Please review the attached Reference Documents for the General Meeting of Shareholders (inJapanese only), indicate your approval or disapproval of the proposals on the Voting Rights Exercise Form
enclosed with this Notice of Convocation and send it by postal mail to reach us no later than 5:30 p.m. on Monday,
June 26, 2023 (JST). If you wish to exercise your voting rights via the Internet, please do so on the voting website
designated by the Company (https://www.web54.net (in Japanese)) no later than the aforementioned date and time.
For details regarding the exercise of voting rights via the Internet, please read Information on Online Voting (inJapanese only).

-1-1. Date and Time: Tuesday, June 27, 2023, at 10:00 a.m. (JST)(Reception opens at 9:15 a.m.)
2. Venue:
Fifth floor of the Tokyo Convention Hall
Tokyo Square Garden Building, 3-1-1, Kyobashi, Chuo-ku, Tokyo
3. Agenda of the Meeting:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 75th Term (from April 1, 2022 to March 31,2023), as well as the results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the 75th Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal 1:
Partial amendments to the Articles of Incorporation
Proposal 2:
Election of Seven Directors (excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 3:
Election of Three Directors who are Audit & Supervisory Committee Members
Proposal 4:
Election of One Director who is a Substitute Audit & Supervisory Committee Member
4. Instructions on Exercise of Voting Rights
Please refer to the Instructions on Exercise of Voting Rights (in Japanese only).

- When attending the meeting, please submit the Voting Rights Exercise Form enclosed with this Notice of Convocation at thereception desk.
- At this General Meeting of Shareholders, regardless of whether or not a request for the issuance of paper-based documents has
been made, the Company will uniformly send out documents containing the items for which measures for providing information inelectronic format are to be taken.
Of the items for which measures for providing information in electronic format are to be taken, the following items are notincluded in the document to be sent in accordance with laws and regulations and Article 18 of the Company’s Articles ofIncorporation.
・“System to Ensure the Properness of Business Operations and the Operational Status of that System” in the Business Report・“Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements
・“Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements, and Non-Consolidated Financial Statements are part of the
documents audited by the Accounting Auditor during the preparation of the accounting audit reports and by the Audit &Supervisory Committee during the preparation of the audit reports.
- In the event of any modification to the items for which measures for providing information in electronic format are to be taken, a
notice including the items before and after the modification will be posted on the Company’s website and the TSE website
indicated on the previous pages.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal(1) We propose to add a business purpose to Article 2 (Purpose) of the Company’s current Articles ofIncorporation in order to better reflect the current status of the Company’s business activities.
(2) In order to provide flexibility in the operation of the General Meeting of Shareholders and Board of
Directors meetings, the convener and chairperson of the General Meeting of Shareholders and of theBoard of Directors meetings as stipulated in Articles 14 and 24 of the current Articles of Incorporation
shall be changed to the directors predetermined by the Board of Directors, respectively.
2. Details of the amendments
Details of the amendments are as follows:
Current Articles of Incorporation
Chapter I
General Provisions(Purpose)
Article 2.
The purpose of the Company is to engage in the following
businesses:
1 – 6 (Omitted)(Newly established)
7. Leasing and management of real estate properties
8. All businesses that are incidental to those mentioned in thepreceding items
Chapter III
General Meetings of Shareholders(Convener and Chairperson)
Article 14.
1. Unless otherwise provided by laws and regulations, byresolution of the Board of Directors, General Meetings ofShareholders shall be convened and presided by the
President and Representative Director.
2. If the President and Representative Director is unable toact, another director shall take his or her place in the orderpredetermined by the Board of Directors.
Chapter IV
Directors and Board of Directors(Convener and Chairperson of Board of Directors Meetings)
Article 24.
1. Unless otherwise provided by laws and regulations, Boardof Directors meetings shall be convened and presided by
the President and Representative Director.
2. If the President and Representative Director is unable toact, another director shall take his or her place in the orderpredetermined by the Board of Directors.

(The underlined parts represent the proposed amendments.)
Proposed amendment
Chapter I
General Provisions(Purpose)
Article 2.
The purpose of the Company is to engage in the following
businesses:
1 – 6 (Unchanged)
7. Industrial waste disposal
8. Leasing and management of real estate properties
9. All businesses that are incidental to those mentioned in thepreceding items
Chapter III
General Meetings of Shareholders(Convener and Chairperson)
Article 14.
1. By a resolution of the Board of Directors, General
Meetings of Shareholders shall be convened and presided
by a director predetermined by the Board of Directors.
2. If the aforementioned predetermined director is unable toact, another director shall take his or her place in the orderpredetermined by the Board of Directors.
Chapter IV
Directors and Board of Directors(Convener and Chairperson of Board of Directors Meetings)
Article 24.
1. Unless otherwise provided by laws and regulations, Boardof Directors meetings shall be convened and presided by
the director predetermined by the Board of Directors.
2. If the aforementioned predetermined chairperson is unable
to act, another director shall take his or her place in theorder predetermined by the Board of Directors.

-3-

Proposal 2:

Election of Seven Directors (excluding Directors who are Audit & Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all Seven Directors (excluding Directors who are Audit &Supervisory Committee Members; the same applies to the rest of this proposal) will expire. Therefore, theCompany proposes the election of Seven Directors.
This proposal was examined by the Audit & Supervisory Committee, but they have expressed no opinion.
Candidates for Director are as follows:
No.

Name

Attendance atBoard of Directors
meetings

Current position in the Company
Chairman, President and Representative
Director
President and Executive Officer
General Manager of Sales Div.
Representative Director and Senior
Managing Executive Officer
Manager of Electronics Dept., Sales Div.
Executive Manager of Asia-PacificRegional Headquarters
Director and Managing Executive Officer
Manager of Machinery & Electronic Dept.,
Sales Div.
Director and Senior Executive Officer
General Manager of Innovation Div.
General Manager of Kanto OfficeDirector and Executive Officer
General Manager of Nagoya Office
Manager of Sales Management Dept.,
Nagoya Office1

Hiroyuki Tanaka

2

Akihiro Matsuo

3

Hideaki Uesaka

4Takashi Hirano

5

Yoichi Echigo

6

Ichiro Kusanagi

External Director

7

Atsuko Sakamoto

External Director

Re-election: Candidate for Director to be re-elected
External: Candidate for External Director
Independent: Independent officer as defined by the securities exchange-4-Re-election

13/13

Re-election

13/13

Re-election

13/13

Re-election

13/13

Re-election

9/9

Re-election
External
IndependentRe-election
External
Independent

12/13

8/9

No.

1

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1979
Joined the Company
Apr. 2004
General Manager of Nagoya Office
June 2006
Director
June 2008
Managing Director
General Manager of Sales Div.
Manager of Electronics Dept., Sales Div.
Manager of Electronics Sales Dept.
Manager of Sales Development Dept.
Manager of Sales Promotion Dept.
Hiroyuki Tanaka
Apr. 2011
Manager of International Procurement Dept.
(March 4, 1957)
July 2013
Manager of Customer Sales Dept.
Re-election
June 2014
Senior Managing Director
82,564
Deputy General Manager of Sales Div.
Attendance at Board ofJune 2016
Director and Senior Managing Executive
Directors meetings: 13/13
Officer(100%)
General Manager of Sales Div. (current
position)
June 2017
President and Representative Director
June 2020
President and Executive Officer (current
position)
June 2022
Chairman, President and Representative
Director (current position)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Director
Candidate Hiroyuki Tanaka has gained extensive experience and in-depth insight into the Company’s business activities
through performing his duties as Chairman, President and Representative Director. Mr. Tanaka has also engaged incorporate management as a Director of the Company for 17 years since June 2006, executing his duties in an
appropriate manner. Therefore, the individual renominated as a candidate for Director was judged as being capable offulfilling his duties as a Director of the Company.
Name(Date of birth)

-5-

No.

2

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1984
Joined the Company
Oct. 2011
Manager of Electronics Sales Dept.
Oct. 2015
Director and Vice President of SHANGHAI
SUN-WA TECHNOS CO., LTD. (temporarytransfer)
Apr. 2018
Executive Officer of the Company
Director and President of SHANGHAI SUNWA TECHNOS CO., LTD. (temporary transfer)
Akihiro Matsuo(August 11, 1961)
June 2020
Director and Senior Executive Officer
Executive Manager of Chinese Regional
Re-election
Headquarters
18,900Executive Manager of Asia-Pacific Regional
Attendance at Board of
Headquarters (current position)
Directors meetings: 13/13
Representative Director and President of(100%)SHANGHAI SUN-WA TECHNOS CO., LTD.
(temporary transfer)
June 2021
Manager of Electronics Dept., Sales Div.
(current position)
June 2022
Representative Director and Senior Managing
Executive Officer (current position)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Director
Candidate Akihiro Matsuo has gained extensive experience and in-depth insight into the Company’s business activities
through carrying out his duties as a Representative Director and Senior Managing Executive Officer. Mr. Matsuo wasalso involved in the Company’s business activities through performing his duties of Director and President of
SHANGHAI SUN-WA TECHNOS CO., LTD. as an Executive Officer from April 2018, and has been responsible forcorporate management as a Director of the Company since June 2020, executing his duties in an appropriate manner.
Therefore, the individual renominated as a candidate for Director was judged as being capable of fulfilling his duties asa Director of the Company.
Apr. 1985
Joined the Company
Apr. 2009Manager of Mechatronics Sales Dept.
Apr. 2013
General Manager of Kyoto Branch
Apr. 2018
Executive Officer
General Manager of Kansai OfficeHideaki Uesaka
Apr. 2020
Manager of Sales Management Dept., Kansai(July 2, 1962)
OfficeRe-election
June 2020
Senior Executive Officer
13,600June 2021
Director and Senior Executive Officer
Attendance at Board ofManager of Machinery & Electronic Dept.,
Directors meetings: 13/13
Sales Div. (current position)(100%)
Oct. 2021
In charge of Solution Sales
June 2022
Director and Managing Executive Officer(current position)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Director
Candidate Hideaki Uesaka has gained extensive experience and in-depth insight through the performance of his duties
as a Director and Managing Executive Officer. Mr. Uesaka has also performed the duties of Executive Officer andGeneral Manager of Kansai Office since April 2018, and has handled corporate management as a Director of theCompany since June 2021, executing his duties in the Company’s business activities in an appropriate manner.
Therefore, the individual renominated as a candidate for Director was judged as being capable of fulfilling his duties asa Director of the Company.
Name(Date of birth)

-6-

No.

4

5

6

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1994
Joined the Company
July 2014
General Manager of Tokyo-Nishi Branch
Apr. 2018
General Manager of Kanto Office (current
Takashi Hirano
position)(February 5, 1971)
Oct. 2019
Manager of Tokyo Sales Dept., Kanto OfficeRe-election
June 2021
Director and Executive Officer
9,000
June 2022
Director and Senior Executive Officer (current
Attendance at Board of
position)
Directors meetings: 13/13
Apr. 2023
General Manager of Innovation Div. (current(100%)
position)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Director
Candidate Takashi Hirano has gained extensive experience and in-depth insight through the performance of his duties asa Director and Senior Executive Officer. Mr. Hirano has also performed the duties of General Manager of Kanto Officesince April 2018, and has handled corporate management as a Director of the Company since June 2021, executing his
duties in the Company’s business activities in an appropriate manner. Therefore, the individual renominated as a
candidate for Director was judged as being capable of fulfilling his duties as a Director of the Company.
Apr. 1985
Joined the Company
June 2008
General Manager of Kyoto Branch
Apr. 2013
Manager of Mechatronics Sales Dept.
June 2016
General Manager of Osaka Branch
Yoichi Echigo
Apr. 2018
General Manager of Fukuoka Branch(August 3, 1962)
June 2020
Executive Officer, General Manager of Nagoya
11,008Re-election
Office (current position)
Aug. 2021
Manager of Management Dept., Nagoya OfficeAttendance at Board of(currently Manager of Sales Management
Directors meetings: 9/9 (100%)
Dept., Nagoya Office) (current position)
June 2022
Director (current position)
Significant concurrent positions outside the Company–
Reasons for nomination as candidate for Director
Candidate Yoichi Echigo has gained extensive experience and in-depth insight through the performance of his duties asa Director and Executive Officer. Mr. Echigo has also performed the duties of Executive Officer and General Managerof the Nagoya Office since June 2020, and has handled corporate management as a Director of the Company since June
2022, executing his duties in the Company’s business activities in an appropriate manner. Therefore, the individual
renominated as a candidate for Director was judged as being capable of fulfilling his duties as a Director of theCompany.
Apr. 1987
Registered as an attorney at law
Ichiro Kusanagi
Joined Sugawara Law Office(May 8, 1956)
Apr. 1992
Established Kusanagi Ichiro Law OfficeRe-election(current position)
600
External
June 2021
External Director of the Company (current
Independent
position)
Significant concurrent positions outside the Company
Attendance at Board of
Attorney at Law of Kusanagi Ichiro Law OfficeDirectors meetings: 12/13 (92%)
Reasons for nomination as candidate for External Director and summary of expected roles
The Company has renominated Ichiro Kusanagi as a candidate for External Director, expecting that, based on his
extensive experience and broad knowledge as a lawyer, he will strengthen the function of the Board of Directors andsupervise the execution of business, etc., from an independent perspective.
Although Mr. Kusanagi has not been involved in corporate management other than by serving as an outside officer, theCompany has judged that his deep knowledge of corporate law as an attorney at law enables him to appropriately
execute the duties of an External Director of the Company.
Name(Date of birth)

-7-

No.

Name
(Date of birth)
Atsuko Sakamoto(October 15, 1962)
Re-election
External
Independent

7

Notes:

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1983
Joined Japan Airlines Co., Ltd.
Apr. 1991
Joined BASF Japan Ltd.
Feb. 1995
Founded Prime (currently CEO of Prime Time,
Inc.) (current position)
June 2022
External Director of the Company (current
position)
Significant concurrent positions outside the Company
CEO of Prime Time, Inc.

Number of theCompany’s shares
owned

100

Attendance at Board of
Directors meetings: 8/9 (89%)
Reasons for nomination as candidate for External Director and summary of expected roles
The Company has renominated Atsuko Sakamoto as a new candidate for External Director, expecting that, based on her
extensive experience and broad knowledge as a human resources development specialist, she will strengthen thefunction of the Board of Directors and supervise the execution of business, etc., from an independent perspective.
1. There is no special interest between any of the candidates for Director and the Company.
2. The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company asprovided for in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured of the aforementioned
insurance is all officers of the Company (including Executive Officers), for whom the Company fully bears theinsurance premium costs. The insurance policy covers the costs of litigation and compensation for damages in a casewhere a claim for damages is made during the insurance period as a result of the execution of duties by the insured.
However, in order for the properness of duties of the insured officers not to be impaired by the contract, the insurance
policy shall not cover any costs incurred from an act disturbing public order.
3. Special notes on the candidates for External Director are as follows:(1) Limited liability agreements with External Directors
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into alimited liability agreement with candidates Ichiro Kusanagi and Atsuko Sakamoto to limit their liability fordamages under Article 423, paragraph (1) of the same Act. Liability pursuant to this agreement will be restricted tothe statutory minimum liability amount. If they are re-elected, the Company plans to renew this agreement withthem.
(2) Terms of office of External Directors
Mr. Kusanagi is currently an External Director of the Company, and at the conclusion of this meeting, his tenure
will have been two years. Ms. Sakamoto is currently an External Director of the Company, and at the conclusion ofthis meeting, her tenure will have been one year.
(3) Notification concerning the designation as an independent officer
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Mr. Kusanagi and Ms. Sakamoto havebeen designated as independent officers as provided for by the aforementioned exchange. If their re-elections areapproved as proposed, the Company plans for their designations as independent officers to continue.

-8-

Proposal 3:

Election of Three Directors who are Audit & Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three Directors who are Audit & Supervisory
Committee Members will expire. Therefore, the Company proposes the election of three Directors who are Audit &Supervisory Committee Members.
The consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit & Supervisory Committee Members are as follows:
No.

Name

Current position in the Company

1

Kazuya Hanayama

Director (Full-time Audit &Supervisory Committee Member)

Re-election

2

Akira Yamaguchi―

New election
External
Independent

3

Rie Koh―New election
External
IndependentRe-election: Candidate for Director to be re-elected
New election: Candidate for Director to be newly elected
External: Candidate for External Director
Independent: Independent officer as defined by the securities exchange-9-Attendance at meetings
Board ofDirectors
13/13
Audit &
12/12
Supervisory
Committee
Board ofDirectors―
Audit &―
Supervisory
Committee
Board ofDirectors―
Audit &―
Supervisory
Committee

No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1983
Joined the Company
Oct. 2004
Manager of Accounting Dept.
Oct. 2007
Manager of Management Planning Dept.
Kazuya Hanayama
June 2008
Director(November 8, 1960)
Deputy General Manager of Management Div.
Apr. 2009
General Manager of Management Div.
Re-election
June 2014
General Manager of Operation Div.
June 2016
Managing Executive Officer
12,000Attendance at Board ofGeneral Manager of Management Div.
Directors meetings: 13/13
Manager of Sales Management Dept.
(100%)
Manager of Kaizen Promotion Dept.
Attendance at Audit &June 2018
Director (current position)
Supervisory Committee
June 2021
Full-time Audit & Supervisory Committee
meetings: 12/12 (100%)
Member (current position)
Significant concurrent positions outside the Company―
Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member
Candidate Kazuya Hanayama has gained extensive experience and in-depth insight through the performance of his
duties as an Audit & Supervisory Committee Member for a total of 13 years, from June 2008 to June 2016 and from
June 2018 to June 2023. Mr. Hanayama has also performed the duties of General Manager of Management Div. as an
Executive Officer from June 2016 to June 2021, and has monitored and advised on overall management as a Full-time
Audit & Supervisory Committee Member of the Company since June 2021, executing his duties in the Company’sbusiness activities in an appropriate manner. Therefore, the individual nominated as a candidate for Director was judged
as being capable of fulfilling his duties as a Director of the Company who is an Audit & Supervisory Committee
Member.
Apr. 1981
Joined Sata Construction Co., Ltd.
Mar. 1987
Joined The Yasuda Trust and Banking Co., Ltd.
(currently Mizuho Trust & Banking Co., Ltd.)
Apr. 2011
Executive Officer of Kowa Real Estate
Akira Yamaguchi(currently NIPPON STEEL KOWA REAL
(December 25, 1957)
ESTATE CO., LTD.)
June 2016
Managing Executive Officer of Shin Nippon
New election
Steel Kowa Real Estate (currently NIPPON
External
STEEL KOWA REAL ESTATE CO., LTD.)
Independent
1,000
June 2021
Representative Director of ARIKA CO., LTD.
Attendance at Board of(current position)
Directors meetings: –July 2021
Advisor of Real Estate Division, Mizuho Trust
Attendance at Audit && Banking Co., Ltd. (current position)
Supervisory Committee
June 2022
External Director (Substitute Audit &meetings: –Supervisory Committee Member) of theCompany (current position)
Significant concurrent positions outside the Company―
Reasons for nomination as candidate for External Director who is an Audit & Supervisory Committee Member andsummary of expected roles
The Company has newly nominated Akira Yamaguchi as a candidate for External Director who is an Audit &Supervisory Committee Member, expecting that, based on his wealth of knowledge and expertise related to various
industries, including the real estate industry, he will strengthen the auditing function and corporate governance systemof the Board of Directors and strengthen the audit system from an independent perspective.
Name(Date of birth)- 10 -

No.

Name(Date of birth)
Rie Koh(September 12, 1971)
New election
External
Independent3

Notes:

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Oct. 1994
Joined Chuo Audit Corporation
June 1997
Registered as a Certified Public Accountant
July 2007
Joined Shin Nihon & Co. (currently Ernst &Young ShinNihon LLC)
Feb. 2019
Joined Minoli Accounting Co. (current
position)
July 2019
Established Rie Koh Certified Public
Accountant Office (current position)
Significant concurrent positions outside the Company―

Number of theCompany’s shares
owned

0

Attendance at Board of
Directors meetings: –Attendance at Audit &Supervisory Committee
meetings: –Reasons for nomination as candidate for External Director who is an Audit & Supervisory Committee Member andsummary of expected roles
Although Candidate Rie Koh has no direct experience in corporate management, she possesses a high level of insight
into corporate accounting gained through her many years of experience as a certified public accountant. The Company
has newly nominated Ms. Koh as a candidate for External Director who is an Audit & Supervisory Committee Member,
expecting that she will use her expertise to supervise the execution of duties by directors and provide advice, etc. from a
professional perspective, particularly with respect to internal control.
1. There is no special interest between any of the candidates and the Company.
2. The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company asprovided for in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured of the aforementioned
insurance is all officers of the Company (including Executive Officers), for whom the Company fully bears theinsurance premium costs. The insurance policy covers the costs of litigation and compensation for damages in a casewhere a claim for damages is made during the insurance period as a result of the execution of duties by the insured.
However, in order for the properness of duties of the insured officers not to be impaired by the contract, the insurance
policy shall not cover any costs incurred from an act disturbing public order.
3. Special notes on the candidates for External Director who is an Audit & Supervisory Committee Member are as follows:(1) Limited liability agreements with External Directors who are Audit & Supervisory Committee Members
If the elections of Mr. Yamaguchi and Ms. Koh are approved, pursuant to the provisions of Article 427, paragraph(1) of the Companies Act, the Company plans to enter into a limited liability agreement with them to limit their
liability for damages under Article 423, paragraph (1) of the same Act. Liability pursuant to this agreement will be
restricted to the minimum liability amount stipulated in Article 425, paragraph (1) of the same Act.
(2) Notification concerning the designation as an independent officer
Mr. Yamaguchi and Ms. Koh satisfy the requirements for independent directors as stipulated by the Tokyo Stock
Exchange. The Company intends to designate them as independent directors if their appointments are approved.

- 11 -

(Reference) Skill Matrix of Directors (If each candidate is elected at this General Meeting of Shareholders)
The Board of Directors of the Company shall consist of individuals with expert knowledge and experience related
to corporate management in each field.
Among these, fields that are especially related to corporate management are defined below, and the Company
expects each Director to fully utilize their abilities.
Moreover, the following structure of the Board of Directors has been created based on the assumption that all
proposals for the election of directors are approved at this General Meeting of Shareholder as proposed.
Fields that are Especially Needed
Director

Hiroyuki
Tanaka(Age: 66)
AkihiroMatsuo(Age: 61)
HideakiUesaka(Age: 60)
Takashi
Hirano(Age: 52)
YoichiEchigo(Age: 60)
IchiroKusanagi(Age: 67)
AtsukoSakamoto(Age: 60)
KazuyaHanayama(Age: 62)

Corporate
Management
Management
Strategy

Sales

Global

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

External
Independent●

External
Independent●

Audit & Supervisory
Committee Member●

Engineering

Accounting
and Finance

Law

Personnel

●

●

IT

●

●

●

●

●

Audit & Supervisory
Committee Member●●
External
Independent
Audit & Supervisory
Rie KohCommittee Member●●●
External(Age: 51)
Independent* The above list only includes the main skills that each candidate is expected to possess. Ages are as of the holding of this General
Meeting of Shareholder.

Akira
Yamaguchi(Age: 65)

- 12 -

Proposal 4:

Election of one (1) Director who is a Substitute Audit & Supervisory Committee Member

The Company proposes the election of one (1) Director who is a Substitute Audit & Supervisory Committee
Member in preparation for cases where the number of Directors who are Audit & Supervisory Committee Members
falls below the number stipulated by law.
Moreover, the validity of such election may only be cancelled based on a resolution by the Board of Directors withthe consent of the Audit & Supervisory Committee prior to the appointment. The consent of the Audit &Supervisory Committee has been obtained for this proposal.
The Candidate for Director who is a Substitute Audit & Supervisory Committee Member is as follows:
Name(Date of birth)
Nobuyuki Suzuki(May 1, 1967)
External
Independent

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Senior Research Fellow of Japan Statistical Society
Assistant Professor of Sapporo University Women’s JuniorCollege
Apr. 2000
Assistant Professor of Asia University Junior College
Apr. 2007
Professor of Asia University Junior College
Apr. 2017
Professor of Faculty of Urban Innovation of Asia University
Apr. 2021
Professor of Faculty of Business Administration of Asia
University (current position)
Significant concurrent positions outside the Company–

Number of theCompany’s shares
owned

Apr. 1993
Apr. 1997

0
Attendance at Board of
Directors meetings: –Attendance at Audit &Supervisory Committee
meetings: –Reasons for nomination as candidate for External Director who is a Substitute Audit & Supervisory Committee Member andsummary of expected roles
Although Candidate Nobuyuki Suzuki has no direct experience in corporate management, he has a wealth of knowledge andexpertise related to corporate management strategies as a university professor whose main research areas are businessadministration, economic statistics, and cognitive science. The Company has nominated Mr. Suzuki as a candidate for External
Director who is a Substitute Audit & Supervisory Committee Member, expecting that he will strengthen the auditing function andcorporate governance system of the Board of Directors and strengthen the audit system from an independent perspective.
Notes: 1. There is no special interest between Nobuyuki Suzuki and the Company.
2. Nobuyuki Suzuki is a candidate for External Director who is a Substitute Audit & Supervisory Committee Member.
3. If Mr. Suzuki is appointed as an External Director who is an Audit & Supervisory Committee Member, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into a limited liability
agreement with him to limit his liability for damages under Article 423, paragraph (1) of the same Act. Liability
pursuant to this agreement will be restricted to the statutory minimum liability amount.
4. If Mr. Suzuki is appointed as an External Director who is an Audit & Supervisory Committee Member, the Company
plans to submit notification to Tokyo Stock Exchange, Inc. concerning his designation as an independent officer as
provided for by the aforementioned exchange. Mr. Suzuki satisfies the requirements for an independent officer as
provided for by Tokyo Stock Exchange, Inc.
5. The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company asprovided for in Article 430-3, paragraph (1) of the Companies Act. The scope of the insured of the aforementioned
insurance is all officers of the Company (including Executive Officers), for whom the Company fully bears theinsurance premium costs. The insurance policy covers the costs of litigation and compensation for damages in a casewhere a claim for damages is made during the insurance period as a result of the execution of duties by the insured.
However, in order for the properness of duties of the insured officers not to be impaired by the contract, the insurance
policy shall not cover any costs incurred from an act disturbing public order.
If Mr. Suzuki is appointed as an External Director who is an Audit & Supervisory Committee Member, he shall be
included as an insured officer in the relevant insurance policy.

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