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: 8101
June 7, 2024
To our shareholders:
Tadaaki Yoshinaga
Representative Director, President and CEO
3-8-2, Shiba, Minato-ku, Tokyo

Notice of the 94th Ordinary General Meeting of Shareholders
First of all, we extend our heartful prayers to those impacted by the 2024 Noto Peninsula Earthquake and wish forthe swift recovery and reconstruction of the affected regions.
We are pleased to announce the 94th Ordinary General Meeting of Shareholders of GSI Creos Corporation (the“Company”), which will be held as indicated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing in electronic
format information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (Matters Subject to Measures for Electronic Provision). Please access the following websites to view the
information.
The Company’s website:
https://www.gsi.co.jp/en/ir/stock/meeting.html
Please access the above URL to view “Notice of the Ordinary General Meeting of Shareholders.”
In addition to posting Matters Subject to Measures for Electronic Provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE).
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “GSI Creos Corporation” in “Issue name(company name)” or the Company’s securities code “8101” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational
Materials for a General Shareholders Meeting].”)If you will not be attending the meeting in person, you can exercise your voting rights in writing or by visiting thedesignated website (https://evote.tr.mufg.jp/) (in Japanese). Please review the Reference Documents for the General
Meeting of Shareholders, and exercise your voting rights in accordance with the “Guidance on Exercising Voting
Rights” (in Japanese only) by 5:30 p.m. on Tuesday, June 25, 2024 (JST).
1. Date and Time: Wednesday, June 26, 2024, at 1:00 p.m. (JST) Reception opens at 12:20 p.m.
(Please note the change in time of the meeting.)
2. Venue:
Bellesalle Onarimon Ekimae, 1st floor, Sumitomo Fudosan Onarimon Ekimae Building
6-17-21 Shimbashi, Minato-ku, Tokyo-1-3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 94th fiscal year (from April 1, 2023
to March 31, 2024), and the result of audits of the Consolidated Financial Statements by the Accounting
Auditors and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 94th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (excluding Directors who are Audit and Supervisory Committee
Members)
Proposal No. 3
Election of Two Directors who are Audit and Supervisory Committee Members
4. Matters Prescribed for Convocation
If no indication of approval or disapproval of a proposal is expressed on the voting form, it shall be considered as
an indication of approval.
--

If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and thedetails of the matters before and after the revisions will be posted on the Company’s aforementioned website
and the TSE website.
We have delivered paper documents for the Matters Subject to Measures for Electronic Provision toshareholders who requested them, but have omitted the following matters, in accordance with the applicablelaw and Company bylaws.
1) Company Structure and Policies of the Business Report2) Consolidated Financial Statement of Changes in Equity
3) Notes to Consolidated Financial Statements
4) Non-consolidated Financial Statement of Changes in Equity
5) Notes to Non-consolidated Financial Statements
Please note that the Accounting Auditors and Audit and Supervisory Committee reviewed these matters in
preparing their respective Audit Reports.
If there are major changes in the way the General Meeting of Shareholders will be run, shareholders will be
informed via the corporate website below.
https://www.gsi.co.jp/ja/ir/stock/meeting.html (in Japanese)-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company regards the return of profits to shareholders as one of its important management policies, and our basic
policy is to provide stable and continuous profit returns to you.
Based on this policy, the Company proposes a dividend per share of ¥83 for the fiscal year under review, which is¥10 higher than for the previous fiscal year, taking into consideration comprehensively the consolidated dividend
payout ratio (50%) that is a target stated in the Mid-term Management Plan, the consolidated business results, andthe Company’s financial situation, etc.
123Type of dividend property
Cash
Allotment of dividend property to shareholders and its aggregate amount¥83 per common share of the Company
Total payment: ¥1,018,170,130
Effective date of dividends of surplus
June 27, 2024

-3-

Proposal No. 2

Election of Six Directors (excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee Members)
will expire at the conclusion of this general meeting.
Therefore, the Company proposes the election of six Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The Audit and Supervisory Committee expressed its opinion that there are no particular matters to be raised inconnection with this proposal.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are as
follows:
Candidate
No.

Name

Current positions and responsibilities in the Company, and significant
concurrent positions outside the Company

1

Tadaaki Yoshinaga

Representative Director, President and CEO, Executive General Manager for
the Europe and the Americas, Executive General Manager for China, and in
charge of Nanotechnologies Business
Chairman of GSI Holding Corporation, Chairman of GSI Exim America,
Inc., and Representative Director of GSI Creos Korea Co., Ltd.

2

Masateru Nakayama

Director, Senior Managing Executive Officer, Executive General Manager,
Textile Division, and General Manager, Osaka BranchReelection

3

Hiroki Nishimura

Director, Senior Managing Executive Officer, Executive General Manager,
Industrial Products Division, and General Manager, Planning andDevelopment Office for Industrial Products

Reelection

4

Kunihiro Ono

Director, Managing Executive Officer, Executive General Manager,
Corporate Division, and in charge of Investor Relations

Reelection

5

Kazunori Hattori

Outside Director, Chairperson of the Nomination Committee

Reelection
OutsideIndependent

6

Erika Chibazakura

Outside Director (Audit and Supervisory Committee Member), JAPANELECTRONIC MATERIALS CORPORATION

New election
OutsideIndependent
FemaleReelection: candidate for Director to be reelected
New election: candidate for Director to be newly elected
Outside: candidate for outside Director
Independent: candidate for independent officer
Female: female candidate for Director-4-

Reelection

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1979
July 2002

1

Number of theCompany’s shares
ownedJoined the Company
President of GSI Holding Corporation andPresident of GSI Exim America, Inc.
June 2007
Director, and Assistant to Executive General
Manager, Industrial Products Division of theCompany
June 2009
Executive General Manager, Industrial Products
Division and Executive General Manager for
the Americas
Apr. 2010
Chairman of GSI Holding Corporation and
Chairman of GSI Exim America, Inc.
(current position)
Apr. 2012
Executive General Manager for the Europe
Tadaaki Yoshinaga
and Americas and in charge of(October 9, 1955)
Nanotechnologies Business of the Company(current position)
Reelection
June 2012Managing Director
Apr. 2013
President of GSI Holding Corporation and
Attendance at Board ofPresident of GSI Exim America, Inc.
58,695 shares
Directors meetings
Apr. 2015
Executive General Manager, Industrial Products
20/20
Division and General Manager, Planning andDevelopment Office for Industrial Products of
Number of years in office as a
the Company
Director
June 2016
Managing Director and Managing Executive
17 years
Officer
Dec. 2017
President and Representative Director,
President and CEO
June 2020
Representative Director, President and CEO(current position)
Mar. 2022
Representative Director of GSI Creos Korea
Co., Ltd. (current position)
Apr. 2023
Executive General Manager for China(current position)
Significant concurrent positions outside the Company
Chairman of GSI Holding Corporation
Chairman of GSI Exim America, Inc.
Representative Director of GSI Creos Korea Co., Ltd.
Reasons for nomination as candidate for Director
After working in corporate planning and finance operations at the Company, Mr. Yoshinaga managed overseas
subsidiaries in addition to sales operations in the Industrial Products Division, and he has been involved in management
as a Director since 2007 and as Executive General Manager of the Industrial Products Division since 2015. In
December 2017, he assumed the position of President and CEO, and as the top executive, he has been striving to further
expand the business and advance globalization under the policy of “evolution and growth,” as well as to increase
corporate value. The Company continues to nominate him as a candidate for Director who is not an Audit andSupervisory Committee Member because of his extensive international business experience in the Company group andhis high level of knowledge in management and administration.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company
Apr. 1980
Apr. 2001

2

Number of theCompany’s shares
ownedJoined the Company
General Manager, Textile Materials Division
Textile Materials Dept. III of the Company
Apr. 2006
General Manager, Textile Division Textile
Dept. I
Apr. 2007
General Manager, Textile Dept. I
June 2009
Director, Assistant to Executive General
Masateru Nakayama
Manager, Textile Division(September 19, 1957)
June 2012
Deputy Executive General Manager, Textile
Division
Reelection
Apr. 2013
Executive General Manager, Textile Division(current position)
Attendance at Board ofOct. 2014
General Manager, Osaka Branch (current
30,505 shares
Directors meetings
position)
20/20
Apr. 2015
General Manager, Planning and Development
Office for Textile
Number of years in office as a
June
2015
Managing Director
Director
Apr.
2016
General Manager, Planning and Development
15 years
Office for Textile
June 2016
Managing Director and Managing Executive
OfficerJune 2020
Director and Senior Managing Executive
Officer (current position)
Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for Director
Mr. Nakayama has been consistently engaged in the sales of mainly textile raw materials in the Textile Division, and hehas been involved in the management of the Company as a Director since 2009, and as Executive General Manager of
the Textile Division since 2013. Based on his extensive operational experience and track record in the Textile Divisionof the Company, he has a clear vision for the expansion of the Company’s core textile materials business and plays acentral role in the formulation and execution of business strategies, and therefore the Company continues to nominate
him as a candidate for Director who is not an Audit and Supervisory Committee Member.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Nov. 2001
Apr. 2009

3

4

Note:

Joined the Company
General Manager, Plastic Sales Dept. of theCompany
Apr. 2013
General Manager, Planning and Development
Hiroki Nishimura
Office for Industrial Products(February 5, 1961)
Apr. 2015
General Manager, Plastic Sales Dept.
June 2016
Executive Officer
Reelection
Apr. 2018
Executive General Manager, Industrial
Attendance at Board of
Products Division (current position)
16,989 shares
Directors meetings
June 2018
Director and Executive Officer
20/20
Apr. 2021
Director, Managing Executive Officer, andGeneral Manager, Planning andNumber of years in office as a
Development Office for Industrial Products
Director(current position)
6 years
Apr. 2024
Director and Senior Managing Executive
Officer (current position)
Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for Director
Mr. Nishimura has been engaged in sales of mainly films and resin raw materials in the Industrial Products Division,and he served as General Manager of the Plastics Sales Dept., the predecessor of the current Functional Plastics Dept.
He was appointed as a Director in June 2018, and he has since been involved in the management of the Company as
Executive General Manager of the Industrial Products Division and General Manager of the Planning and Development
Office for Industrial Products. The Company continues to nominate him as a candidate for Director who is not an Audit
and Supervisory Committee Member because of his extensive operational experience and track record in Industrial
Products Business, which is a growth driver for the Company, as well as his familiarity with trends in related industries.
Apr. 1992
Joined the Company
Apr. 2019
General Manager, Corporate Planning Dept. of
the Company
Kunihiro Ono
Project Leader of IT Promotion(April 1, 1968)
Apr. 2020
Executive Officer, Deputy Executive General
Manager, Corporate Division, and in charge ofReelection
Investor Relations (current position)
Apr. 2023
Supervisory Manager of Corporate Planning
Attendance at Board of
2,299 shares
Dept. and Financial & General Accounting
Directors meetings
Dept.
15/15
June 2023
Director and Executive Officer
Number of years in office as a Apr. 2024
Director, Managing Executive Officer, andDirector
Executive General Manager, Corporate
1 yearDivision (current position)
Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for Director
After being engaged in administrative operations of the Company in finance and corporate planning, as well as businessplanning and promotion in the Industrial Products Division, Mr. Ono was appointed as General Manager of Corporate
Planning Dept. Subsequently, as Executive Officer and Deputy Executive General Manager of the Corporate Division,
he has worked to establish management strategies for increasing the Company’s corporate value and enhance corporate
governance. He was appointed as Director in 2023, and since 2024, he has been involved in the Company’s
management as Executive General Manager of the Corporate Division. The Company continues to nominate him as a
candidate for Director who is not an Audit and Supervisory Committee Member because of his extensive operational
experience and track record in administrative divisions of the Company including those overseas .
The attendance record at Board meetings for this candidate pertains solely to the meetings held after his assumption of officeon June 28, 2023.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Apr. 1980
June 2008

5

Notes:

Joined GUNZE LIMITED
Director, Corporate Officer, and President of
Plastic Film Company
Apr. 2012
Director, Corporate Officer, General Manager
of Corporate Strategy Department, and CMAO
June 2013
Managing Director, Managing Corporate
Officer, General Manager of Corporate Strategy
Kazunori Hattori
Department, CHO, CCSRO, and CRO(October 20, 1956)
June 2014
Representative Director, Managing Director,
Managing Corporate Officer, General Manager
Reelectionof Corporate Strategy Department, CHO, andOutside
CCSRO
Independent
Apr. 2016
Representative Director, Managing Director,
400 shares
Managing Corporate Officer, and General
Attendance at Board ofManager of Electronic Components Division
Directors meetings
20/20
June 2016
Managing Corporate Officer and General
Manager of Electronic Components Division
Number of years in office as a Apr. 2018
Assistant to General Manager of Electronic
Director
Components Division
6 years
June 2018
Outside Director of the Company (current
position)Jan. 2022
Chairperson of the Nomination Committee(current position)
Apr. 2023
Chairperson of the Remuneration Committee
Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for outside Director and overview of expected roles
Mr. Hattori was a Managing Director with authority to legally represent GUNZE LIMITED, and he has contributed
greatly to development of GUNZE LIMITED as a business manager for many years. He was subsequently appointed as
an outside Director of the Company in June 2018. The Company continues to nominate him as a candidate for outside
Director who is not an Audit and Supervisory Committee Member based on his experience as a manager of a large
corporation and his extensive knowledge in the industrial products business field, particularly in the plastics field, andhis track record of ably fulfilling the role expected of him by the Company on the Board of Directors.
Provided that he is elected, we expect that he will continue to provide supervision and advice on the Company’sbusiness execution from an objective and neutral standpoint based on his extensive experience and broad insight inmanagement and business fields related to the Company.
1. There is no special interest between any of the candidates and the Company.
2. The Company has concluded a directors’ and officers’ liability insurance policy with an insurance company, as
stipulated in Article 430-3, paragraph (1) of the Companies Act, to cover damages that may arise as a result of insured
persons being held liable for the performance of his or her duties or being subject to claims related to such liability. If
this proposal is approved and adopted, each candidate will be an insured person under the policy.
In addition, when the policy is next renewed in July 2024, the Company plans to renew the policy with the same terms.
3. The following are matters regarding a candidate for outside Director:(1) Kazunori Hattori is a candidate for outside Director.
(2) The Company currently has concluded an agreement with Kazunori Hattori, pursuant to Article 427, paragraph (1)of the Companies Act, to limit his liability for damages under Article 423, paragraph (1) of the Companies Act.
Provided that he is elected, the Company plans to renew this agreement with him. A summary of the details of thisagreement is as follows:(i) The maximum amount of liability for damages will be the minimum liability amount provided for under Article
425, paragraph (1) of the Companies Act.
(ii) Such limitation of liability shall be permitted only when the Director has performed his or her duties in goodfaith and without gross negligence.
(3) The Company has registered Kazunori Hattori as an independent officer as stipulated by the Tokyo Stock Exchange,
and will continue to designate him as an independent officer provided that he is elected.

-8-(4) Kazunori Hattori is currently an outside Director of the Company, and at the conclusion of this general meeting, his
tenure as an outside Director will have been six years.

-9-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
ownedJune 1998

6

Notes:

Joined Fitzpatrick Cella Harper & Scinto(currently merged with Venable LLP)
Erika Chibazakura
Feb. 2001
Admitted to the NY State Bar to practice law(July 2, 1961)
Oct. 2002
Joined Ropes & Gray LLP
June 2010
Asia Pacific Intellectual Property Attorney of
New election
Dow Corning Toray Co., Ltd. (currently Dow
OutsideToray Co., Ltd.)
Independent
June 2018
In charge of the silicone business intellectual
Femaleproperty within the Asia Pacific region and300 shares
General Manager of Intellectual Property Dept.
Attendance at Board ofof Dow Chemical Japan Limited
Directors meetings
June 2022
Outside Director (Audit and Supervisory
Committee Member) of JAPANELECTRONIC MATERIALS
Number of years in office as a
CORPORATION (current position)
Director
Significant concurrent positions outside the Company
Outside Director (Audit and Supervisory Committee Member)of JAPAN ELECTRONIC MATERIALS CORPORATION
Reasons for nomination as candidate for outside Director and overview of expected roles
Ms. Chibazakura has advanced knowledge in legal matters through her prior role at law firms overseas and herexperience in managing corporate legal affairs focusing on intellectual property at a global chemical company. The
Company nominates her as a candidate for outside Director who is not an Audit and Supervisory Committee Member
from the viewpoint that she can provide opinions and make recommendations as an expert in international legal mattersto promote the Company group’s global business.
Provided that she is elected, we expect that she will leverage her knowledge and extensive experience to provide
supervision and advice on the Company’s business execution from an objective and neutral standpoint.
1. There is no special interest between the candidate and the Company.
2. The Company has concluded a directors’ and officers’ liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, to cover damages that may arise as a result of insured persons
being held liable for the performance of his or her duties or being subject to claims related to such liability. If this
proposal is approved and adopted, the candidate will be an insured person under the policy.
3. The following are matters regarding a candidate for outside Director:(1) Erika Chibazakura is a candidate for outside Director.
(2) In the event that Erika Chibazakura is elected, the Company plans to enter into an agreement with her, pursuant to
Article 427, paragraph (1) of the Companies Act, to limit her liability for damages under Article 423, paragraph (1)of the Companies Act. A summary of the details of this agreement with her is as follows:(i) The maximum amount of liability for damages will be the minimum liability amount provided for under Article
425, paragraph (1) of the Companies Act.
(ii) Such limitation of liability shall be permitted only when the Director has performed his or her duties in goodfaith and without gross negligence.
(3) In the event that Erika Chibazakura is elected, the Company plans to designate her as an independent officer as
stipulated by the Tokyo Stock Exchange, and register her as such at the Exchange.

- 10 -

Proposal No. 3

Election of Two Directors who are Audit and Supervisory Committee Members

The terms of office of two Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this general meeting. Therefore, the Company proposes the election of two Directors who are Audit
and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Current positions and responsibilities in the Company, and significant
concurrent positions outside the Company

1

Fumihiro Onishi

Director, Managing Executive Officer, and Assistant to President

New election

2

Takafumi Hayano

Outside Director (Audit and Supervisory Committee member), Attorney ofCentral Law Office, and Outside Director of Nippon Technart Inc.

Reelection
OutsideIndependent

Reelection: candidate for Director to be reelected
New election: candidate for Director to be newly elected
Outside: candidate for outside Director
Independent: candidate for independent officer- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company

Number of theCompany’s shares
owned

Apr. 1983
Apr. 2011

1

2

Joined the Company
General Manager, Corporate Planning Dept. of
the Company
June 2015
Director
Fumihiro Onishi
Dec. 2015
In charge of Investor Relations(December 25, 1960)
June 2016
Director and Executive Officer
Apr. 2018
Deputy Executive General Manager, Corporate
New election
Division and General Manager, Human
Resources & General Affairs Dept.
Attendance at Board of
21,963 shares
Apr. 2020
Executive General Manager, Corporate
Directors meetings
Division
20/20
June 2020
Director and Managing Executive Officer(current position)
Number of years in office as a
Apr.
2023
Supervisory Manager of Human Resources &Director
General Affairs Dept., Legal Affairs & Credit
9 years
Control Dept., and Sales Administration Dept.
Apr. 2024
Assistant to President (current position)
Significant concurrent positions outside the Company
None
Reasons for nomination as candidate for Director
After being engaged in administrative operations of the Company, mainly in corporate planning and human resources,
Mr. Onishi was appointed as General Manager of the Corporate Planning Dept. and has been involved in management
as a Director since 2015. In April 2020, he was appointed as Executive General Manager of the Corporate Division andhas been working on projects to improve the corporate value, engaging in enhancement of the human resource
development system and reform of corporate culture. The Company nominates him as a candidate for Director who is
an Audit and Supervisory Committee Member because of his extensive operational experience and track record in the
Company’s administrative divisions, including those overseas and his expertise in data collection and analysis acquiredin his long years of service.
Apr. 1984
Registered as an attorney (36th)
Takafumi Hayano
Apr.
1984
Joined Central Law Office (current position)(September 19, 1954)
Nov. 2013
Outside Director of Nippon Technart Inc.
(current position)
Reelection
June
2018
Outside Director (Audit and Supervisory
OutsideCommittee member) of the Company
Independent(current position)
2,000 shares
Significant
concurrent
positions outside the Company
Attendance at Board of
Attorney of Central Law OfficeDirectors meetings
Outside Director of Nippon Technart Inc.
20/20
Number of years in office as a
Director
6 years
Reasons for nomination as candidate for outside Director and overview of expected roles
Since 2018, Mr. Hayano has appropriately supervised the Company’s management in his role as an outside Director by
utilizing his valuable expertise and extensive experience as an attorney. Although Mr. Hayano has never been involvedin the management of a company in any way other than as being an outside officer, his considerable experience andknowledge as a legal expert, particularly in corporate legal affairs, and his track record as an outside Director have led
to his renomination as a candidate for outside Director who is an Audit and Supervisory Committee Member. Provided
that he is elected, we expect him to audit and make recommendations, etc. regarding the Company’s business execution
based on his extensive knowledge and experience.

Notes:

1. There is no special interest between any of the candidates and the Company.
2. In the event that Fumihiro Onishi is elected, the Company plans to enter into an agreement with him pursuant to Article
427, paragraph (1) of the Companies Act, to limit his liability for damages under Article 423, paragraph (1) of theCompanies Act. A summary of the details of this agreement is as follows:- 12 -

(i) The maximum amount of liability for damages will be the minimum liability amount provided for under Article
425, paragraph (1) of the Companies Act.
(ii) Such limitation of liability shall be permitted only when the Director has performed his or her duties in goodfaith and without gross negligence.
3. The following are matters regarding a candidate for outside Director:(1) Takafumi Hayano is a candidate for outside Director.
(2) The Company currently has concluded an agreement with Takafumi Hayano pursuant to Article 427, paragraph (1)of the Companies Act, to limit his liability for damages under Article 423, paragraph (1) of the Companies Act. In
the event that he is elected, the Company plans to renew this agreement with him. A summary of the details of thisagreement with him is as follows:(i) The maximum amount of liability for damages will be the minimum liability amount provided for under Article
425, paragraph (1) of the Companies Act.
(ii) Such limitation of liability shall be permitted only when the Director has performed his or her duties in goodfaith and without gross negligence.
(3) The Company has registered Takafumi Hayano as an independent officer as stipulated by the Tokyo Stock
Exchange, and will continue to designate him as an independent officer in the event that he is elected.
(4) Takafumi Hayano is currently an outside Director who is an Audit and Supervisory Committee Member of theCompany, and at the conclusion of this general meeting, his tenure as an outside Director who is an Audit andSupervisory Committee Member will have been six years.
4. The Company has concluded a directors’ and officers’ liability insurance policy with an insurance company, as stipulated
in Article 430-3, paragraph (1) of the Companies Act, to cover damages that may arise as a result of insured persons
being held liable for the performance of his or her duties or being subject to claims related to such liability. If this
proposal is approved and adopted, each candidate will be an insured person under the policy.
In addition, when the policy is next renewed in July 2024, the Company plans to renew the policy with the same terms.

- 13 -

(Reference)

Composition of the Board of Directors after Election and Skills Matrix

The Company selects its Directors who embody the Company’s management philosophy and who can be expectedto achieve the Company’s management objectives based on that philosophy. Specifically, the members of the Boardof Directors have a wealth of knowledge and experience in the areas indicated in the skills matrix, and particularly
as business producers, they can actively create new businesses by connecting tangible and intangible businessresources.
Name
Current position in the
Company

Tadaaki Yoshinaga
Representative Director

Masateru Nakayama
Director

Hiroki Nishimura
Director

Kunihiro Ono
Director

Kazunori Hattori
Director(independent, outside)

Erika Chibazakura
Director(independent, outside)

GenderCorporate
management

Finance/
Accounting

Legal/Riskmanagement

Sales/
Marketing

Male

●

●

●

●

Male

●

●

Male

●

●

Male

●

Male

●

●

●

IT/Digitalstrategy

Diversity
promotion/
Human
resource
development
●

●

●

●

Female●●Fumihiro Onishi
Full-time Audit andSupervisory Committee
Member

Male

●

●

●

●

●

Takafumi Hayano
Audit and Supervisory
Committee Member(independent, outside)

Male

●

Masako Takahashi
Audit and Supervisory
Committee Member(independent, outside)

Female●●

The information presented above may not fully represent the breadth of expertise and knowledge held by the members of the Board of
Directors.
“Internationality” and “ESG and Sustainability” are not explicitly listed in the skill matrix, as the Company requires all Board
members to possess these qualifications and skills.

- 14 -

(Reference)

Criteria for Independence of Outside Directors

The Company has established the Criteria for Independence of Outside Directors as follows: An outside Director isdeemed independent if he/she does not meet any of the criteria specified below.
1. The Director currently is, or was in the past ten (10) years, a business executor*1 of the Company or its
subsidiaries (hereinafter collectively referred to as “the Group”)
2. The Director is a major shareholder*2 of the Group or a business executor within the major shareholding entity
3. The Director is a major business partner*3 of the Group or a business executor within the major business partner
entity4. The Director receives a substantial amount of money or other property benefits*4 as an individual from theGroup in addition to the Director’s remuneration
5. The Director serves as a major lender*5 to the Group or is a business executor within the major lending entity
6. The Director has received a substantial donation*6 from the Group or belongs to an organization that hasreceived the donation
7. The Director has met any of the above items 2 to 6 in the past three (3) years*1 “A business executor” refers to an individual holding positions as an executive director, executive officer, or
employee.
*2 “A major shareholder” refers to a shareholder who possesses 10% or more of the overall voting rights.
*3 “A major business partner” refers to a business partner to which the Group’s net sales amount in the given fiscal
year represents a considerable portion of the Group’s consolidated net sales.
*4 “A substantial amount of money” refers to the amount of more than ¥10 million on a yearly basis.
*5 “A major lender” refers to an entity that provides loans exceeding 2% of the Group’s consolidated total assets.
*6 “A substantial donation” refers to the amount of more than ¥10 million on a yearly basis.

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