NOTICE OF THE 19th ORDINARY
GENERAL MEETING OF SHAREHOLDERSTOA Valve Engineering Inc.

Note: The following is an English translation of the original Japanese version, prepared only for theconvenience of non-Japanese speaking shareholders. In case of any discrepancy between thetranslation and the Japanese original, the latter shall prevail.

Securities Code: 6466
December 6, 2018
To Shareholders:Koumei Sasano
President, Representative Director

Toa Valve Engineering Inc.
5-12-1, Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 19th Ordinary General Meeting of Shareholders
You are cordially invited to the 19th Ordinary General Meeting of Shareholders of Toa Valve Engineering
Inc. (the “Company”) to be held as described below.
If you are unable to attend the meeting in person, you can exercise your voting rights in writing. Please
review the attached Reference Documents for the General Meeting of Shareholders, indicate yourapproval or disapproval of the matters to be resolved on the voting form enclosed herewith and returnit by postal mail so that it is received by no later than 5:00 p.m., Thursday, December 20, 2018 (JST).

1. Date and Time:
2. Place:

Friday, December 21, 2018 at 10:00 a.m. (JST)Miyako Hotel New Archaic, Ho-Oh South (3rd floor)
2-7-1, Showa-dori, Amagasaki-shi, Hyogo, Japan

3. Agenda for the Meeting:
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and Audit Reportof Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee for the 19th Fiscal Year (from October 1, 2017
to September 30, 2018)
2. The Non-consolidated Financial Statements for the 19th Fiscal Year (fromOctober 1, 2017 to September 30, 2018)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 3 Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 4 Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

1

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If you attend the meeting in person, please submit the enclosed voting form at the reception
desk of the meeting.
As the reception desk is expected to be crowded just before the meeting starts, please arrive
earlier if possible. The reception desk is scheduled to open at 9:00 a.m.
Pursuant to relevant laws and regulations and Article 16 of the Articles of Incorporation of theCompany, the following documents are not included in the documents attached to this noticesince they have been made accessible on the Company’s website (http://www.toavalve.co.jp)
instead.
(1) “3. Systems for Ensuring Properness of Business Operations” of the Business Report(2) “Notes to Consolidated Financial Statements” attached to the Consolidated Financial
Statements(3) “Notes to Non-consolidated Financial Statements” attached to the Non-consolidated
Financial Statements
The documents attached to this notice make up only a part of what was audited for the Business
Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements
by the Audit and Supervisory Committee in the course of the preparation of its audit report.
Furthermore, these documents also make up only a part of what was audited for theConsolidated Financial Statements and the Non-consolidated Financial Statements by the
Financial Auditor in the course of the preparation of the financial audit report.
If any modification(s) or amendment(s) are made to any of the Reference Documents for the
General Meeting of Shareholders, Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements, the Company will post such modifications oramendments on the Company’s website (http://www.toavalve.co.jp).
Please note that instead of sending a “Notice of Voting Results” to shareholders by postal mail,the Company will disclose the results of the resolutions of the General Meeting of Shareholders
on the Company’s website (http://www.toavalve.co.jp).

If you have any questions or doubts regarding the contents of Reference Documents, please send
the Company an e-mail (address: tve@toavalve.co.jp).

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

Appropriation of Surplus

Year-end dividends
The Company has a basic policy of providing stable dividends by making maximum use of the Group’s
resources and bringing about maximum profit through highly efficient management.
In the Company’s consolidated results for the fiscal year under review, earnings greatly exceeded the initial
forecast despite revenues having been only slightly higher than initially projected. The gain in earnings ispartially attributable to a situation where we managed to stave off the prospect of an extreme downturn infinancial results in the steel manufacturing business with respect to which substantially lower revenues had
been anticipated, as a result of factors that include our having gained more business involving routine
inspection work subsequent to the restarting of nuclear power stations and having achieved improvements incapacity utilization as a result of increased production of valve products. The gain in earnings is also a resultof our having maintained operations of the Iga Factory by increasing production of products in the valve
business, and also due to a situation where the allowance for losses on contracts no longer had an effect on
current fiscal year financial results, despite previous plans to recognize the allowance in the current fiscal
year.
Therefore, in accordance with the dividend policy, and after considering the situation and backgrounddescribed above, the Company proposes to pay a year-end dividend for the fiscal year of ¥20 per share, anincrease of ¥5 per share compared with the previous fiscal year.
Since an interim dividend of ¥15 per share was paid for the fiscal year, total annual dividends will be ¥35 pershare.
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the aggregate amount thereof¥20 per common share of the Company

Total dividends of ¥45,492,120

As an interim dividend of ¥15 per common share of the Company was paid in June this year, annual
dividends will amount to ¥35 per share.
3. Effective date of dividends of surplus
December 25, 20183

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all eight Directors (Excluding Directors who are Audit and Supervisory Committee
Members. The same applies in this proposal.) will expire at the conclusion of this meeting.
At this juncture, it is proposed that seven Directors be elected.
The Company’s Audit and Supervisory Committee had no matters to point out regarding this proposal.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Koumei Sasano(September 10, 1953)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1982

Joined Toa Engineering Co., Ltd.

Apr. 2010

Executive Officer, General Manager of Sales
Headquarters of the Company

Dec. 2012

Director, Managing Executive Officer, General
Manager of Sales Headquarters

July 2014

Director, Senior Managing Officer, General
Manager of Sales Headquarters

July 2014

Director of Toa Create Co., Ltd

Oct. 2014

Director-President of Toa Valve Overseas Pte. Ltd.

Apr. 2015

Director, Senior Managing Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters of the Company

Dec. 2015

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters

June 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters, In charge of Maintenance
Headquarters

June 2016

Director of Toa Service Co., Ltd.

Sept. 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters, In charge ofMaintenance Headquarters of the Company

Dec. 2017

Representative Director-President, Chief Executive
Officer (present position)

1

Number of theCompany’s
shares owned

5,623[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Koumei Sasano as a candidate for Director because it judged that he has strong
leadership capabilities and is highly reform-minded, as well as having considerable business experience andknowledge gained while working at the Company for many years, in addition to qualities appropriate for beinga manager who would help the Company sustainably increase its corporate value.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

4Candidate
No.

Name
(Date of birth)

Kiyotaka Arimatsu(May 7, 1958)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1982

Joined Kitazawa Valve Co., Ltd. (now KITZ
Corporation)

Mar. 1990

Yokohama Branch Manager of Tokyo Office

Apr. 2000

General Manager of Business Planning
Department, General Purpose Valve Division

Apr. 2002

Osaka Office Manager of Domestic Sales
Division

Feb. 2005

General Manager of Business Promotion
Department and Project Sales Department,
Overseas Sales Division

Apr. 2009

General Manager of Planning Department, ValveBusiness Management Department

Apr. 2013

General Manager of Marketing Department,
Valve Business Management Division

Apr. 2016

Deputy Manager of Product Management Center,
Valve Business Management DivisionDec. 2016

Director of the Company

Apr. 2017

Counselor of Valve Business Management
Division, KITZ Corporation

Dec. 2017

Director-President of Toa Valve Overseas Pte.
Ltd. (present position)

Dec. 2017

Director, Senior Managing Officer, General
Manager of Business Development Headquartersof the Company (present position)

May 2018

Director-Vice President of Toa Create Co., Ltd.
(present position)

2

Number of theCompany’s
shares owned

1,237[Significant concurrent positions outside the Company]
Director-President of Toa Valve Overseas Pte. Ltd.
Director-Vice President of Toa Create Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Kiyotaka Arimatsu as a candidate for Director because it judged that he will fully
utilize his strengths as a leader of the further enhancement of the Company’s ability to develop businesses andof the promotion of global strategies by making use of his considerable experience and broad knowledge
related to the valve industry gained while working for many years in said industry.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 12 of the 13 Board of Directors meetings held this fiscal year.

5Candidate
No.

Name
(Date of birth)

Akihiko Iida
(July 18, 1959)

3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined Toa Valve Co., Ltd.

Dec. 2004

General Manager of Accounting Department of
the Company

Nov. 2007

Director of Toa Valve Overseas Pte. Ltd.
(present position)

Oct. 2008

Deputy General Manager of Administrative
Headquarters, General Manager of Accounting
Department, Chief of Corporate Planning Teamof the Company

July 2012

Executive Officer, General Manager of
Administrative Headquarters, Deputy General
Manager of “Seven Arrows Project”

Dec. 2014

Director-President of Toa Service Co., Ltd.
(present position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Administrative Headquarters,
Deputy General Manager of “Seven Arrows
Project” of the Company

June 2016

Director of Toa Create Co., Ltd. (present
position)

Sept. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters of theCompany

Dec. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, In
charge of Risk Management, General Manager
of Internal Control (present position)

Number of theCompany’s
shares owned

2,948[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of Toa Valve Overseas Pte. Ltd.
Director of Toa Create Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Akihiko Iida as a candidate for Director because it judged that he has
considerable experience, accomplishments and knowledge in management and accounting & finance, gained
while having served in a supervisory position in finance & accounting and corporate planning over many years
at the Company, in addition to being qualified with respect to promoting management of the Group andstreamlining operations of the respective Group companies.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

6Candidate
No.

Name
(Date of birth)

Masaaki Kakutani(January 15, 1959)

4

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

Joined Toa Engineering Co., Ltd.

Oct. 2008

General Manager of Valve Manufacturing
Department of Valve Manufacturing
Headquarters, Chief of General Safety and
Health Team of the Company

Apr. 2011

Deputy General Manager of Valve
Manufacturing Headquarters, General Manager
of Valve Manufacturing Department, Chief ofGeneral Safety and Health Team

July 2012

Executive Officer, General Manager of SteelCasting Headquarters and Deputy General
Manager of Valve Manufacturing Headquarters

Dec. 2014

Executive Officer, General Manager of Valve
Manufacturing Headquarters, In charge of SteelCasting Headquarters

Dec. 2015

Director of Toa Service Co., Ltd. (present
position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Valve Manufacturing Headquarters,
In charge of Steel Casting Headquarters andGeneral Safety and Health Team of theCompany (present position)

Number of theCompany’s
shares owned

3,448[Significant concurrent positions outside the Company]
Director of Toa Service Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Masaaki Kakutani as a candidate for Director because it judged that he has awealth of expertise and a diverse perspective based on his administration and supervision experience related tomaintenance, valve manufacturing and steel casting, which are the Company’s core businesses, in addition to
the qualities needed to contribute to the Company’s sustainable growth and increased corporate value over the
medium to long term.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

7

Candidate
No.

Name
(Date of birth)

Tadashi Ujino(December 20, 1954)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978

Joined Toa Engineering Co., Ltd.

Oct. 2005

Chief of Internal Audit Team of the Company

Dec. 2008

Director, Chief of Internal Audit Team

Apr. 2010

Director, Executive Officer, Chief of Internal
Audit Team

Dec. 2010

Full-time Company Auditor

Dec. 2013

Director-President of Toa Service Co., Ltd.

Dec. 2013

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters of theCompany

July 2014

Director-President of Toa Create Co., Ltd.

Dec. 2014

Director of Toa Service Co., Ltd.

Dec. 2015

Director, Senior Managing Officer, General
Manager of Maintenance Headquarters of theCompany

June 2016

Director, Senior Managing Officer, In charge of
Quality Assurance Headquarters and Internal
Audit Team

Dec. 2016

Director, Senior Managing Officer, In charge of
Quality Assurance Headquarters

5

July 2018

Director of the Company (present position)

July 2018

Executive Managing Director of Toa Create Co.,
Ltd. (present position)

Number of theCompany’s
shares owned

12,237[Significant concurrent positions outside the Company]
Executive Managing Director of Toa Create Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Tadashi Ujino as a candidate for Director because it judged that he has
considerable business experience and knowledge related to auditing and maintenance, gained while working at
the Company for many years, in addition to a personality appropriate for being a corporate manager of theCompany.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

8Candidate
No.

Name
(Date of birth)

Toshiyuki Miyake(October 13, 1959)

6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1984

Joined Toa Engineering Co., Ltd.

Apr. 2009

General Manager of Maintenance Department,
Maintenance Headquarters of the Company

July 2012

Counselor, Deputy General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Executive Officer, General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Director of Toa Valve Overseas Pte. Ltd.

Apr. 2016

Executive Officer, General Manager ofMaintenance Headquarters of the Company

Dec. 2017

Director of Toa Service Co., Ltd. (present
position)

Dec. 2017

Director, Executive Officer, General Manager
of Maintenance Headquarters of the Company(present position)

Dec. 2018

Director of Toa Valve Overseas Pte. Ltd.
(present position)

Number of theCompany’s
shares owned

6,063[Significant concurrent positions outside the Company]
Director of Toa Service Co., Ltd.
Director of Toa Valve Overseas Pte. Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company nominated Mr. Toshiyuki Miyake as a candidate for Director because it judged that he will makeuse of his considerable experience and broad knowledge related to maintenance, gained while working at theCompany, in the management of the Company.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 8 of the 9 Board of Directors meetings held this fiscal year after he assumed the office of Director
on December 22, 2017.

9

Candidate
No.

Name
(Date of birth)

Hajime Gotou(August 28, 1960)[Outside Director][One year in officeas Outside Director]

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984

Joined Seika Corporation

Apr. 2008

General Manager of Power Plant Department,
Sales No.1 Division of Osaka Branch, Manager
of Power Plant No.1 Department

Apr. 2013

General Manager of Business Administration
Department, Business Control Division

Apr. 2014

Acting General Manager of Business Control
Division, General Manager of Business
Administration Department, Business Control
Division

Apr. 2015

Executive Officer, Acting General Manager ofBusiness Control Division, General Manager ofBusiness Administration Department, BusinessControl Division

Apr. 2016

Senior Executive Officer, General Manager ofCorporate Planning Division

Apr. 2017

Senior Executive Officer, Deputy General
Manager of Business Control Division, General
Manager of Power Plant Region and Osaka
BranchJune 2017

Outside Director of TAKEMOTO ANDCOMPANY LIMITED

Dec. 2017

Director of the Company (present position)

Apr. 2018

Senior Executive Officer, General Manager ofCorporate Planning Division of Seika
Corporation

June 2018

Director, Senior Executive Officer, General
Manager of Corporate Planning Division(present position)

7

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Director, Senior Executive Officer, General Manager of Corporate
Planning Division of Seika Corporation[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Outside Director]
The Company nominated Mr. Hajime Gotou as a candidate for Outside Director because it judged that he will
provide appropriate advice and opinions to the Company’s management making use of his considerable
experience and broad knowledge related to the electric power business, gained while working in the machinery
field at a general trading firm.
[Matters related to significant concurrent positions]
Mr. Hajime Gotou is the Director, Senior Executive Officer, General Manager of Corporate Planning Divisionof Seika Corporation. The Company has a business relationship with Seika Corporation.
[Conclusion of a limited liability agreement]
In the event that Mr. Hajime Gotou is elected as an Outside Director, the Company will enter into an agreementwith him to limit his liability for damages as per Article 423, paragraph 1 of the Companies Act in accordancewith Article 427, paragraph 1 of the Companies Act. The maximum liability amount for damages under said
agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph 1 of theCompanies Act, whichever is higher. Currently, the Company and he have entered into an agreement to limit
his liability for damages that is of the same content mentioned above.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 9 of the 9 Board of Directors meetings held this fiscal year after he assumed the office of Director
on December 22, 2017.

10

Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this meeting. At this juncture, it is proposed that three Directors who are Audit andSupervisory Committee Members be elected.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Candidate
No.

Name(Date of birth)

Shigemitsu Hirano(July 20, 1957)

1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 1993

Joined Toa Valve Co., Ltd.

Oct. 2008

General Manager of Personal Affairs Department,
Manager of Administration Term of the Company

Apr. 2010

General Manager of Personal Affairs andAdministration Department

July 2012

Deputy General Manager of Administrative
Headquarters, General Manager of Personal Affairs
and Administration Department

Dec. 2015

Executive Officer, Deputy General Manager of
Administrative Headquarters, General Manager of
Personal and Administration Department

Dec. 2016

Company Auditor of Toa Service Co., Ltd. (present
position)

Dec. 2016

Company Auditor of Toa Create Co., Ltd. (present
position)

Dec. 2016

Director (Full-time Audit and Supervisory
Committee Member) of the Company (present
position)

Number of theCompany’s
shares owned

800[Significant concurrent positions outside the Company]
Company Auditor of Toa Service Co., Ltd.
Company Auditor of Toa Create Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
The Company nominated Mr. Shigemitsu Hirano as a candidate for Director who is an Audit and Supervisory
Committee Member because it judged that he will make use of his considerable business experience andknowledge related to administration, gained while working at the Company for many years, to benefit thesupervision of the management of the Company.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 19th Fiscal Year]He attended 14 of the 14 Audit and Supervisory Committee meetings held this fiscal year.

11Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Oct. 2000

Registered as Attorney at Law

Oct. 2000

Joined Tadashi Yamada Law Office

Oct. 2004

Joined Kikkawa Law Office

Apr. 2008
Mitsuhiro Hamamoto Dec. 2014
(April 18, 1970)
Dec. 2016[Outside Director][Independent Director][Four years in office June 2017as Outside Director]

Number of theCompany’s
shares owned

Partner Lawyer (present position)
Director of the Company
Director (Audit and Supervisory Committee
Member) of the Company (present position)–

Outside Audit & Supervisory Board
Member of Wacoal Holdings Corp. (present
position)[Significant concurrent positions outside the Company]
Partner Lawyer of Kikkawa Law OfficeOutside Audit & Supervisory Board Member of Wacoal Holdings
Corp.
[Special interest in the Company]
The candidate has no special interest in the Company.

2[Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee
Member]Although Mr. Mitsuhiro Hamamoto has never been directly involved in the management of a company except
as an outside officer, the Company nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member because it judged that he will make use of his experience and expertise as an
attorney at law to provide appropriate advice to the management of the Company, and also because it judgedthat his appropriate advice will help enhance the Company’s governance system.
[Conclusion of a limited liability agreement]
In the event that Mr. Mitsuhiro Hamamoto is elected as Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into an agreement with him to limit his liability for damages as
per Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of theCompanies Act. The maximum liability amount for damages under said agreement shall be ¥1,000,000 or theminimum liability amount as per Article 425, paragraph 1 of the Companies Act, whichever is higher.
Currently, the Company and he have entered into an agreement to limit his liability for damages that is of thesame content mentioned above.
[Candidate for Independent Director]
In the event that Mr. Mitsuhiro Hamamoto assumes the office of Director who is an Audit and Supervisory
Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning his
appointment as an Independent Director as provided for by the aforementioned exchange. He is currently an
Independent Director of the Company.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 19th Fiscal Year]He attended 14 of the 14 Audit and Supervisory Committee meetings held this fiscal year.

12Candidate
No.

Name
(Date of birth)

Yukako Ikukawa(April 20, 1974)[Outside Director][Independent Director][Two years in officeas Outside Director]

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1997

Joined Orix Corporation

June 1998

Joined Saito Accounting Office

Sept. 2001

Joined Tadashi Furumoto Certified Public
Accounting and Tax Office (currently Deloitte
Tohmatsu Tax Co.)

Mar. 2003

Registered as Certified Tax Accountant

July 2012

Director of Deloitte Tohmatsu Tax Co.

Oct. 2015

Head of Yukako Ikukawa Tax Accountant Office(present position)

Dec. 2015

Company Auditor of the Company

Dec. 2016

Director (Audit and Supervisory Committee
Member) of the Company (present position)

June 2018

Senior Partner of KaimanaHila Limited Liability
Company (present position)

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Head of Yukako Ikukawa Tax Accountant OfficeSenior Partner of KaimanaHila Limited Liability Company[Special interest in the Company]
The candidate has no special interest in the Company.
3[Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee
Member]Although Ms. Yukako Ikukawa has never been directly involved in the management of a company, theCompany nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee
Member because it judged that she will make use of her experience and expertise as a certified tax accountant
to benefit the Company’s supervision and audit system.
[Conclusion of a limited liability agreement]
In the event that Ms. Yukako Ikukawa is elected as Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into an agreement with her to limit her liability for damages as
per Article 423, paragraph 1 of the Companies Act in accordance with Article 427, paragraph 1 of theCompanies Act. The maximum liability amount for damages under said agreement shall be ¥1,000,000 or theminimum liability amount as per Article 425, paragraph 1 of the Companies Act, whichever is higher.
Currently, the Company and she have entered into an agreement to limit her liability for damages that is of thesame content mentioned above.
[Candidate for Independent Director]
In the event that Ms. Yukako Ikukawa assumes the office of Director who is an Audit and Supervisory
Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning her
appointment as an Independent Director as provided for by the aforementioned exchange. She is currently an
Independent Director of the Company.
[Attendance at Board of Directors meetings during the 19th Fiscal Year]She attended 12 of the 13 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 19th Fiscal Year]She attended 13 of the 14 Audit and Supervisory Committee meetings held this fiscal year.

13

Proposal No. 4

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

It is proposed that one Substitute Director who is an Audit and Supervisory Committee Member be elected
to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee
Members fall below the number required by laws and regulations.
In addition, the validity of this election can be nullified by the resolution of the Board of Directors if theconsent of the Audit and Supervisory Committee has been obtained; provided, however, that the candidate
has not yet assumed office.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for Substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Hiromi Suzuki(April 13, 1960)[Outside Director][Independent Director]

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 1986

Registered as Judicial Scrivener

Jan. 1986

Joined Suzuki Judicial Scrivener Office

Apr. 2005

Office Manager of Suzuki Judicial Scrivener Office(present position)

Number of theCompany’s shares
owned[Significant concurrent positions outside the Company]
Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager)
Outside Auditor of Tsutenkakukanko Co., Ltd.
President of HYOGO Shiho-Shoshi Lawyer’s Association–[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee
Member]Although Mr. Hiromi Suzuki has never been directly involved in the management of a company except as an outside
officer, the Company nominated him as a candidate for Substitute Outside Director who is an Audit and Supervisory
Committee Member because it judged that, in the event that he assumes the office of Outside Director who is an Audit
and Supervisory Committee Member, he will make use of his expertise and experience as a judicial scrivener to benefit
the Company’s supervision and audit system.
[Conclusion of a limited liability agreement]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company will enter into an agreement with him to limit his liability for damages as per Article 423, paragraph 1 of theCompanies Act in accordance with Article 427, paragraph 1 of the Companies Act. The maximum liability amount fordamages under said agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph 1 of theCompanies Act, whichever is higher.
[Candidate for Independent Director]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company plans to submit notification to the Tokyo Stock Exchange concerning his appointment as an Independent
Director as provided for by the aforementioned exchange.

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