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 12, 2023
To our shareholders:
Tadaaki Yoshinaga
Representative Director, President and CEO
3-8-2, Shiba, Minato-ku, Tokyo

Notice of the 93rd Ordinary General Meeting of Shareholders
We are pleased to announce the 93rd 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 for which measures for providing information in electronic format are to be taken). Please access thefollowing 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 27, 2023 (JST).
1. Date and Time: Wednesday, June 28, 2023, at 2:00 p.m. (JST) Reception opens at 1:20 p.m.
(Please note that the meeting will be held at a different time than last year.)
2. Venue:
Bellesalle Onarimon Ekimae, 1st floor, Sumitomo Fudosan Onarimon Ekimae Building
6-17-21 Shimbashi, Minato-ku, Tokyo(The venue is different from the previous meeting due to the relocation of the Company Head
Office on December 19, 2022.)-1-

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 93rd fiscal year (from April 1, 2022
to March 31, 2023), and the result of audits of the Consolidated Financial Statements by the Financial
Auditors and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 93rd fiscal year (from April 1, 2022 to March 31, 2023)
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 One Director who is an Audit and Supervisory Committee Member
Proposal No. 4
Election of One Substitute Director who is an Audit and Supervisory Committee Member
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.
For this General Meeting of Shareholders, we have delivered paper-based documents stating the matterssubject to measures for electronic provision to all shareholders, regardless of whether or not they haverequested them. Among the matters subject to measures for electronic provision, in accordance with theprovisions of laws and regulations and Article 14 of the Articles of Incorporation of the Company, thefollowing matters are not provided in the paper-based documents delivered to shareholders.
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
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements provided in such paper documents are part of the documents audited by the Accounting Auditors
and Audit and Supervisory Committee 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 an important management policy, and our basic policy
is to provide stable and continuous profit returns.
Based on this policy, the Company proposes a dividend per share of ¥73 for the fiscal year under review, which is ¥8higher than for the previous fiscal year, taking into consideration the consolidated dividend payout ratio (50%), whichis the target in the Mid-term Management Plan, trends in the consolidated business results, the Company’s financial
situation, etc.
123Type of dividend property
Cash
Allotment of dividend property to shareholders and its aggregate amount¥73 per common share of the Company
Total payment: ¥895,153,521
Effective date of dividends of surplus
June 29, 2023

-3-

Proposal No. 2

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

The terms of office of all five Directors (excluding Directors who are Audit and Supervisory Committee Members)
will expire at the conclusion of this general meeting.
Therefore, in order to respond appropriately to the significant changes in the business environment, the Company
proposes the election of six Directors (excluding Directors who are Audit and Supervisory Committee Members),
thereby increasing the number by one to further strengthen the management foundation.
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 Branch

3

Fumihiro Onishi

Director, Managing Executive Officer, Executive General Manager,
Corporate Division (Supervisory Manager of Human Resources & General
Reelection
Affairs Dept., Legal Affairs & Credit Control Dept., and Sales Administration
Dept.)

4

Hiroki Nishimura

Director, Managing Executive Officer, Executive General Manager, Industrial
Products Division, and General Manager, Planning and Development Office Reelection
for Industrial Products

5

Kunihiro Ono

Executive Officer, Deputy Executive General Manager, Corporate Division(Supervisory Manager of Corporate Planning Dept. and Finance & General
Accounting Dept.), and in charge of Investor Relations

New election

6

Kazunori Hattori

Outside Director, Chairperson of the Nomination Committee, andChairperson of the Remuneration Committee

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-4-

Reelection

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.
55,824 shares
Directors meetings
Apr. 2015
Executive General Manager, Industrial Products
17/17
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
16 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 of
29,354 shares
Oct. 2014
General Manager, Osaka Branch (current
Directors meetings
position)
17/17
Apr. 2015
General Manager, Planning and Development
Office for Textile
Number of years in office as a
June
2015
Managing
Director
Director
Apr.
2016
GeneralManager,
Planning and Development
14 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
Apr. 1983
Apr. 2011

3

4

Number of theCompany’s shares
ownedJoined 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
Reelection
Division and General Manager, Human
Resources & General Affairs Dept.
Attendance at Board of
20,599 shares
Apr. 2020
Executive General Manager, Corporate
Directors meetings
Division (current position)
17/17
June 2020
Director and Managing Executive Officer(current position)
Number of years in office as a
Apr.
2023
Supervisory
Manager of Human Resources
Director&
GeneralAffairs
Dept., Legal Affairs &8 years
Credit Control Dept., and Sales
Administration Dept. (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. After that, as Deputy Executive General Manager of the Corporate Division and General
Manager of the Human Resources & General Affairs Dept., he worked to enhance the human resource development
system and respond to corporate culture reforms toward the Company’s growth, and he was appointed as Executive
General Manager of the Corporate Division in April 2020. 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 andtrack record in the Company’s administrative divisions, including those overseas.
Nov. 2001
Joined the Company
Apr. 2009
General Manager, Plastic Sales Dept. of theCompany
Hiroki Nishimura
Apr. 2013
General Manager, Planning and Development(February 5, 1961)
Office for Industrial Products
Apr. 2015
General Manager, Plastic Sales Dept.
Reelection
June 2016
Executive Officer
Attendance at Board ofApr. 2018
Executive General Manager, Industrial
15,454 shares
Directors meetings
Products Division (current position)
17/17
June 2018
Director and Executive Officer
Apr. 2021
Director, Managing Executive Officer, andNumber of years in office as a
General Manager of Planning andDirector
Development Office for Industrial Products
5 years(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.

-7-

Candidate
No.

Name
(Date of birth)

Apr. 1992
Apr. 2019

Number of theCompany’s shares
ownedJoined the Company
General Manager, Corporate Planning Dept. of
the Company
Project Leader of IT Promotion (current
New election
position)
Apr. 2020
Executive Officer, Deputy Executive General
Attendance at Board ofManager, Corporate Division, and in charge
1,303 shares
Directors meetingsof Investor Relations (current position)
Apr. 2023
Supervisory Manager of Corporate Planning
Dept. and Financial & General Accounting
Number of years in office as a
Dept. (current position)
Director
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. Since April 2020, 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, and he has also served as a leader of DX promotion project. The Company newly nominates him
as a candidate for Director who is not an Audit and Supervisory Committee Member because of his extensive
experience in administrative operations of the Company including those overseas and has contributed to the businessexecution.
Kunihiro Ono(April 1, 1968)

5

Career summary, and position and responsibility in the
Company-8-

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

6Notes:

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,
Managing Corporate Officer, and General
400 shares
Attendance at Board ofManager of Electronic Components Division
Directors meetings
June 2016
Managing Corporate Officer and General
17/17Manager of Electronic Components Division
Apr. 2018
Assistant to General Manager of Electronic
Number of years in office as a
Components Division
Director
June 2018
Outside Director of the Company (current
5 years
position)Jan. 2022
Chairperson of the Nomination Committee(current position)
Apr. 2023
Chairperson of the Remuneration
Committee (current position)
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 in the field of industrial products business as a business manager for
many years. He was subsequently appointed as an outside Director of the Company in June 2018. The Company has
nominated 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 of industries related to the Company,
particularly in the plastics field, and his 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’s business execution from an objective and neutral standpoint based on his extensive experience and broad
insight in management and industries 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 2023, 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.

-9-(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.
(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 five years.

- 10 -

Proposal No. 3

Election of One Director who is an Audit and Supervisory Committee Member

The Director who is an Audit and Supervisory Committee Member, Shinichi Goda, will resign at the conclusion ofthis general meeting. Therefore, the Company proposes the new election of one Director who is an Audit andSupervisory Committee Member.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidate for the role of Director who is an Audit and Supervisory Committee Member is as follows:

Name(Date of birth)
Masako Takahashi(January 13, 1969)
New election
OutsideIndependent
FemaleAttendance at Board of Directors
meetings
Number of years in office as a
Director

Career summary, and position and responsibility in the Company
Registered as Certified Public Accountant
Established MASAKO TAKAHASHICERTIFIED PUBLIC ACCOUNTANT OFFICE(current position)
Nov. 2011
Registered as Certified Public Tax Accountant
Dec. 2017
Outside Audit & Supervisory Board Member of
Obara Group Inc. (current position)
Belonging to Corporate Dept., Splink, Inc.
Jan. 2022(current position)
Significant concurrent positions outside the Company
MASAKO TAKAHASHI CERTIFIED PUBLIC ACCOUNTANT
OFFICE
Outside Audit & Supervisory Board Member of Obara Group Inc.

Number of theCompany’s shares
owned

Apr. 1999
Feb. 2002– shares

Reasons for nomination as candidate for outside Director and overview of expected roles
Ms. Takahashi has deep insight as a certified public accountant and is well versed in corporate accounting. She also has extensive
experience, including as an audit & supervisory board member at other companies and overseeing finance and accounting atcompanies expanding overseas. The Company has nominated her as a candidate for outside Director who is an Audit andSupervisory Committee Member at this time from the viewpoint that she can make recommendations concerning legality andappropriateness based on her experience and knowledge as an accounting expert. Provided that she is elected, we expect her to audit
and make recommendations, etc. regarding the Company’s business execution.
Notes:

1. There is no special interest between the candidate and the Company.
2. The following are matters regarding a candidate for outside Director:(1) Masako Takahashi is a candidate for outside Director.
(2) In the event that Masako Takahashi is elected, the Company will 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 Masako Takahashi 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.
3. 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.

- 11 -

(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

Fumihiro Onishi
Director

Hiroki Nishimura
Director

Kunihiro Ono
Director
Kazunori Hattori
Director(independent, outside)

InterCorporate
Finance/ Legal/Risk
Sales/
nationality
management
Accounting management Marketing/Global
●

●

●

●

●

Diversity
promotion/
IT/Digital
Humanstrategy
resource
development

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●
●

ESG/
SDGs

●
●

●

●

●

●

Yasushi Araki
Full-time Audit andSupervisory Committee
Member

●

●

●

●

●

●

●

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

●

●

●

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

●

●

●

- 12 -

Proposal No. 4

Election of One Substitute Director who is an Audit and Supervisory Committee
MemberIn order to prepare for a possible shortage in the number of Directors who are Audit and Supervisory Committee
Members as stipulated in laws and regulations, the Company proposes the election of one substitute Director who
is an Audit and Supervisory Committee Member.
However, the effect of the appointment under this proposal may be revoked by a resolution of the Board of
Directors only prior to assumption of office and subject to the consent of the Audit and Supervisory Committee.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company

Number of theCompany’s shares
ownedDec. 2007

Registered as an attorney (60th)
Joined Ishihara Law Office
Shinichi Goda
Jan. 2013
Joined Goda Law Office (current position)(July 14, 1980)
Apr. 2023
Outside Director (Audit and Supervisory– sharesCommittee Member) of the Company (current
Outsideposition)Independent
Significant concurrent positions outside the Company
Attorney of Goda Law Office
Reasons for nomination as candidate for substitute outside Director and overview of expected roles
Although Mr. Goda has never been involved in the management of a company in any way other than as being an outside officer, he
has extensive experience and advanced expertise as an attorney in various fields of corporate legal affairs. In addition, he wasappointed as an outside Director (Audit and Supervisory Committee Member) on April 1, 2023 from a substitute outside Director
who is an Audit and Supervisory Committee Member. The Company has nominated him as a candidate for substitute outside
Director who is an Audit and Supervisory Committee Member because it has determined that he can play a role in ensuring
adequacy and appropriateness of decision-making of the Board of Directors by utilizing his experience and knowledge. Provided
that he is elected and assumes the position of outside Director, we expect him to conduct audits and make recommendations, etc.
regarding the Company’s business execution.
Notes:

1. There is no special interest between the candidate and the Company.
2. Shinichi Goda is a candidate for substitute outside Director.
3. Shinichi Goda is currently an outside Director (Audit and Supervisory Committee Member) of the Company, and his
tenure since assuming office has been three months. In addition, he will resign at the conclusion of this general meeting.
The Company has entered into an agreement with him to limit his liability for damages under Article 423, paragraph (1)of the Companies Act, and he is an insured person under a directors’ and officers’ liability insurance policy inaccordance with Article 430-3, paragraph (1) of the Companies Act.
4. The following are matters regarding a candidate for outside Director:(1) In the event that Shinichi Goda assumes office as Director who is an Audit and Supervisory Committee Member, theCompany will enter into an agreement with him pursuant to Article 427, paragraph (1) of the Companies Act, tolimit his liability for damages under Article 423, paragraph (1) of the Companies Act. A summary of the details of
this agreement 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.
(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 suchliability. In the event Shinichi Goda assumes office as a Director who is an Audit and Supervisory Committee
Member, he will be an insured person under said insurance policy.
(3) In the event that Shinichi Goda is elected and assumes office as an outside Director, the Company plans to register
him as an independent officer as stipulated by the Tokyo Stock Exchange.

- 13 -