NOTICE OF THE 24th ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the original Japanese version, and prepared only forthe convenience of non-Japanese speaking shareholders. In case of any discrepancy between thetranslation and the Japanese original, the latter shall prevail.

Securities Code: 6466
December 7, 2023
To Shareholders:Kazunori Okui
President, Representative Director

TVE Co., Ltd.
5-12-1, Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 24th Ordinary General Meeting of Shareholders
We are pleased to announce the 24th Ordinary General Meeting of Shareholders of TVE Co., Ltd. (the“Company”) to be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing
information that constitutes the content of the Reference Documents for the General Meeting of
Shareholders, etc. (items for which measures for providing information in electronic format are to betaken) in electronic format. This information is posted on each of the following websites, so please
access any of those websites to confirm the information.
The Company’s website:
https://www.toavalve.co.jp/ir/stock/ (in Japanese)
Website for posted informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/6466/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website by using the internet address shown above, enter the issue name (TVE) or theCompany’s securities code (6466) and click “Search.” Then, click and see “Basic information” andselect “Documents for public inspection/PR information.”
Note that, if you are not attending the meeting, you can exercise your voting rights by using the internet
or in writing. Please review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights by no later than 5:00 p.m., Thursday, December 21, 2023 (JST) according
to the instructions below.

11. Date and Time:
2. Place:

Friday, December 22, 2023 at 10:00 a.m. (JST)Miyako Hotel Amagasaki, 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 24th Fiscal Year (from October 1, 2022
to September 30, 2023)
2. The Non-consolidated Financial Statements for the 24th Fiscal Year (fromOctober 1, 2022 to September 30, 2023)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendments to the Articles of Incorporation
Proposal No. 3 Election of Seven Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4 Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member
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In case you exercise your voting rights in writing (by mail), if neither approval nor disapprovalof each proposal is indicated on the voting form, the Company will deem that you indicatedyour approval of the proposal.
For this General Meeting of Shareholders, paper-based documents stating items for whichmeasures for providing information in electronic format are to be taken will be delivered to allshareholders regardless of whether they have made a request for delivery of such documents.
Note that, among the items for which measures for providing information in electronic format
are to be taken, in accordance with the provisions of laws and regulations and Article 16 of the
Articles of Incorporation of the Company, the following items are not provided in such
documents, as these items are available on the websites specified on the previous page.
(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
Accordingly, the documents are part of the documents included in the scope of audits by the
Audit & Supervisory Committee Members and the Financial Auditor when they created theiraudit reports.
No gifts will be provided to shareholders at the venue.
If revisions to the items for which measures for providing information in electronic format are
to be taken arise, the details of the revisions will be posted on the websites specified on theprevious page. If a major change is made in the way the General Meeting of Shareholders will
be run, shareholders will be informed via the Company’s website (https://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 (https://www.toavalve.co.jp/).

If you have any questions or doubts regarding the contents of Reference Documents for the General
Meeting of Shareholders, 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

Concerning profit distribution, the Company has a basic policy of bringing about maximum profit throughefficient use of optimal allocation of management resources and of providing stable dividends, andimplements a policy of paying dividends that allows shareholders to hold shares in a long-term and stablemanner.
For year-end dividends for the 24th Fiscal Year, the Company has considered the dividends based on thedividend policy described above and taking into account this fiscal year’s consolidated results and the funds
required for future business development, and it proposes to pay a year-end dividend of ¥25 per commonshare of the Company.
Since an interim dividend of ¥15 per share was paid for the fiscal year, total annual dividends will be ¥40 per
share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the aggregate amount thereof¥25 per common share of the Company
Total dividends of ¥58,440,825
3. Effective date of dividends of surplus
December 25, 2023

3

Proposal No. 2
1.

2.

Amendments to the Articles of Incorporation

Reasons for the proposal(1)

The Company introduced the Executive Officer system on April 1, 2010. In light of recentchanges in the management environment, the Company proposes to make necessary amendmentswith the aim of promoting prompt business execution by clarifying the management
accountability and reporting line of the Directors and simplifying the line of communication.

(2)

It is proposed to abolish the Counselor and Advisor system for the purpose of clarifying themanagement accountability and strengthening the corporate governance.

(3)

In addition, accompanying the aforementioned amendments, it is proposed that the article
numbers be moved up.

Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation
Articles 1 – 22

(Omitted)

Articles 1 – 22

(Unchanged)(Representative Director)(Representative Director and Executive Director)

Article 23

Article 23

1. The Board of Directors shall, by its resolution, select a
Representative Director from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2. The Representative Director shall represent theCompany and execute the Company’s business.
(Newly established)

1. The Board of Directors shall, by its resolution, select a
Representative Director from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2. The Representative Director shall represent theCompany and execute the Company’s business.
3. The Board of Directors may, by its resolution, selectfrom among the Directors (excluding Directors who are
Audit and Supervisory Committee Members) one
Director-President, one Chairman of the Board and a few
Director-Vice Presidents, Senior Managing Directors andManaging Directors.

(Executive Officer)(Deleted)

Article 24
1. The Board of Directors may, by its resolution, appoint
Executive Officers, who shall share the responsibility forthe execution of the Company’s business.
2. The Board of Directors shall, by its resolution, appoint
one President and Chief Executive Officer from among
the Executive Officers.
3. The Board of Directors may, by its resolution, appoint a
Vice President and other Executive Directors fromamong the Executive Officers.
4. The relationship between the Company and the
Executive Officers shall be in accordance with separately
established rules.
(Advisor and Counselor)
Article 25(Deleted)

The Board of Directors may appoint a few
advisers and counselors by its resolution.

Articles 26 – 44

(Omitted)

Articles 24 – 42

4

(Unchanged)

Proposal No. 3

Election of Seven 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. 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, increasing the number of Directors by two tostrengthen the management and governance systems.
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

Position and responsibility in the
Company
Reelection

1

Kazunori Okui

Representative Director-President, Chief
Executive Officer
Reelection

2

3

4

5

6

7

Koumei Sasano

Chairman of the Board

Reelection

Akihiko Iida

Director, Managing Executive Officer,
General Manager of Administrative
Headquarters, in charge of Risk
Management, General Manager ofInternal Control

Reelection

Masaaki Kakutani

Director, Managing Executive Officer, incharge of Quality Assurance, Quality
Control Manager, Environmental
Management Manager

Toshiyuki Miyake

Director, Managing Executive Officer,
General Manager of Maintenance
Headquarters, in charge of R&D Center

Hiroshi Kawakami

Managing Executive Officer, General
Manager of Production Headquarters, incharge of General Safety and HealthTeam

Hidetaka Masumura

Executive Officer, General Manager ofSales Headquarters, Manager of Wakasa
OfficeNew election

Candidate for Director to be newly elected

Reelection

Candidate for Director to be reelected

5

Reelection

New election

New election

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Mar. 1989

Joined Toa Valve Co., Ltd.

July 2012Manager of Sales Department and General
Manager of Tokyo Branch of Sales
Headquarters of the Company

July 2013

Deputy General Manager of Sales No.1
Department and General Manager of Tokyo
Branch of Sales Headquarters

Oct. 2014

General Manager of Tokyo Branch of Sales
Headquarters

Oct. 2016

Deputy General Manager of Sales Headquarters
and General Manager of Tokyo Branch

Dec. 2017

Executive Officer, General Manager of Sales
Headquarters

Kazunori Okui
(October 11, 1965)

June 2018

Executive Officer, General Manager of Sales
Headquarters and General Manager of Tokyo
BranchReelection

Dec. 2019

Director of Toa Service Co., Ltd.

Dec. 2020

Director, Executive Officer, General Manager
of Sales Headquarters and General Manager ofTokyo Branch of the Company

Jan. 2021

DirectorJan. 2021

Director of TVE Refine Metal Co., Ltd.

Apr. 2021

Representative Director and President

Apr. 2023

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

1

Apr. 2023

Director of Toa Create Co., Ltd.

July 2023

Director of TVE Refine Metal Co., Ltd.

Oct. 2023

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

Number of theCompany’s
shares owned

3,171 shares[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Kazunori Okui as a candidate for Director because it judged that hewill make use of his considerable experience in sales and broad knowledge related to the electric powerindustry, gained while working at the Company, in the future management of the Company.
[Attendance at Board of Directors meetings during the 24th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

6Candidate
No.

Name
(Date of birth)

Koumei Sasano(September 10, 1953)

Career summary, position and responsibility
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.
(now TVE GLOBAL ASIA PACIFIC 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

Oct. 2023

Chairman of the Board (present position)

Reelection

2

Number of theCompany’s
shares owned

13,282 shares[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
Mr. Koumei Sasano has served as Representative Director of the Company and significantly contributed torevitalizing and increasing the effectiveness of board discussions by utilizing his deep insight into company
management and demonstrating strong leadership. The Company once again nominated him as a candidate for
Director, as it expected that he can provide advice useful for increasing its corporate value from an objective
perspective as Chairman of the Board going forward.
[Attendance at Board of Directors meetings during the 24th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

7

Candidate
No.

Name
(Date of birth)

Akihiko Iida
(July 18, 1959)
Reelection

3

Career summary, position and responsibility
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. (nowTVE GLOBAL ASIA PACIFIC 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.

Sept. 2016

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

Dec. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, incharge of Risk Management, General Manager
of Internal Control

Oct. 2019

Director of TVE Refine Metal Co., Ltd.
(present position)

Mar. 2021

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

July 2021

Director of Toa Create Co., Ltd.

Dec. 2021

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, In
charge of Risk Management, General Manager
of Internal Control of the Company (present
position)Jan. 2022

Company Auditor of Taiyo Dengyo Co., Ltd.
(present position)

Number of theCompany’s
shares owned

8,569 shares[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of TVE GLOBAL ASIA PACIFIC Pte. Ltd.
Director of TVE Refine Metal Co., Ltd.
Company Auditor of Taiyo Dengyo 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 once again 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 24th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

8Candidate
No.

Name
(Date of birth)

Masaaki Kakutani(January 15, 1959)

Career summary, position and responsibility
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, 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,
General Safety and Health Team of theCompany

Reelection
Jan. 2019

Director, Managing Executive Officer, General
Manager of Engineering Headquarters, incharge of Steel Casting

Oct. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters

Oct. 2020

Director, Managing Executive Officer, in chargeof Quality Assurance

Dec. 2020

Director, Managing Executive Officer, in chargeof Quality Assurance, Quality Control Manager

June 2022

Director, Managing Executive Officer, in chargeof Quality Assurance, Quality Control Manager,
Environmental Management Manager (present
position)

4

Number of theCompany’s
shares owned

9,069 shares[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 once again nominated Mr. Masaaki Kakutani as a candidate for Director because it judged that
he has a wealth of expertise and a diverse perspective based on his administration and supervision experience
related to maintenance, valve manufacturing and steel casting, which are the Company’s core businesses, inaddition to the ability 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 24th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

9Candidate
No.

Name
(Date of birth)

Toshiyuki Miyake(October 13, 1959)

Career summary, position and responsibility
Sept. 1983

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. (nowTVE GLOBAL ASIA PACIFIC Pte. Ltd.)

Apr. 2016

Executive Officer, General Manager ofMaintenance Headquarters of the Company

Dec. 2017

Director of Toa Service Co., Ltd.

Dec. 2017

Director, Executive Officer, General Manager
of Maintenance Headquarters of the Company

Dec. 2018

Director of Toa Valve Overseas Pte. Ltd. (nowTVE GLOBAL ASIA PACIFIC Pte. Ltd.)

Apr. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters, Chiefof Refine Metal Project Team, Business
Development Headquarters of the Company

Reelection
5Oct. 2019

Director

Oct. 2019

Representative Director and President of TVE
Refine Metal Co., Ltd.

Apr. 2021

Director, Managing Executive Officer, in chargeof Special Assignments from President, incharge of Risk Management of the Company

Apr. 2021

Director of TVE Refine Metal Co., Ltd.
(present position)

Dec. 2021

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

Apr. 2023

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters, incharge of R&D Center (present position)

Oct. 2023

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

Number of theCompany’s
shares owned

11,575 shares[Significant concurrent positions outside the Company]
Director of TVE Refine Metal Co., Ltd.
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 once again nominated Mr. Toshiyuki Miyake as a candidate for Director because it judged that
he will make use of his considerable experience and broad knowledge related to maintenance, gained whileworking at the Company, in the management of the Company.
[Attendance at Board of Directors meetings during the 24th Fiscal Year]He attended 14 of the 14 Board of Directors meetings held this fiscal year.

10Candidate
No.

Name
(Date of birth)

Hiroshi Kawakami(August 29, 1961)

Career summary, position and responsibility
Apr. 1985

Joined Toa Engineering Co., Ltd.

Oct. 2008

General Manager of Wakasa Maintenance Sales
Department, Sales Headquarters, Leader ofWakasa Sales Team of the Company

July 2012Manager of Sales Department, Sales
Headquarters, General Manager of Wakasa
BranchJuly 2013

General Manager of Wakasa Management
Department, Maintenance Department,
Maintenance Headquarters

June 2015

General Manager of Wakasa Management
Department, Maintenance Department,
Maintenance Headquarters, Deputy General
Manager of Reform Promotion Headquarters

Apr. 2016

General Manager of Maintenance Department,
Maintenance Headquarters, Deputy General
Manager of Reform Promotion Headquarters

Dec. 2017

Deputy General Manager of Steel Casting
Headquarters, General Manager of SteelCasting Manufacturing Department, Manager of
Steel Casting Team and Product Team

July 2018

General Manager of Steel Casting
Headquarters, General Manager of SteelCasting Manufacturing Department, Manager of
Steel Casting Manufacturing Team

Dec. 2018

Executive Officer, General Manager of SteelCasting Headquarters

Jan. 2019

Executive Officer, General Manager of
Manufacturing Headquarters, in charge ofGeneral Safety and Health Team

Jan. 2020

Executive Officer, General Manager of
Manufacturing Headquarters and Procurement
Department, in charge of General Safety and
Health Team

Oct. 2022

Managing Executive Officer, General Manager
of Manufacturing Headquarters andProcurement Department, in charge of General
Safety and Health Team

Apr. 2023

Managing Executive Officer, General Manager
of Manufacturing Headquarters, in charge ofGeneral Safety and Health Team

Oct. 2023

Managing Executive Officer, General Manager
of Production Headquarters, in charge ofGeneral Safety and Health Team of theCompany (present position)

New election
6

Number of theCompany’s
shares owned

2,600 shares[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
Mr. Hiroshi Kawakami has considerable business operation experience gained while serving in sales,
maintenance, valve manufacturing, steel casting manufacturing, etc. and thorough knowledge of the operationsof the main businesses of the Company. The Company proposes that he be elected as Director because it judgedthat he will make use of his experience to contribute to its management.

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Candidate
No.

Name
(Date of birth)

Hidetaka Masumura(October 26, 1966)
New election
7

Career summary, position and responsibility
Sept. 1992

Joined Toa Engineering Co., Ltd.

Oct. 2014

Manager of Wakasa Office, Sales Headquartersof the Company

June 2018

General Manager of Sales Department, Sales
Headquarters and Manager of Wakasa Office

Oct. 2020

Executive Officer, Deputy General Manager ofSales Headquarters, Manager of Wakasa OfficeJan. 2021

Executive Officer, General Manager of Sales
Headquarters, Manager of Wakasa Office(present position)

June 2022

Director of TVE Refine Metal Co., Ltd.
(present position)

Number of theCompany’s
shares owned

200 shares[Significant concurrent positions outside the Company]
Director of TVE Refine Metal 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. Hidetaka Masumura as a candidate for Director because it judged that he will
make use of his considerable experience in sales and broad knowledge related to the electric power industry,gained while working at the Company, in the management of the Company.
Note: The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act. The policy covers losses and costs incurred by insureds, including the Company’s
Directors, in cases where they are liable for damages arising from their performance of duties. However, as measures
to ensure that the appropriateness of the execution of the insureds’ duties is not impaired, the policy contains certain
reasons for coverage exclusion, such as performance of an illegal act with full knowledge of its illegality, where thelosses will not be covered. In the event that this proposal is approved as originally proposed and each candidate iselected and assumes the office of Director, each of them will continue to be an insured in the policy. The Company
plans to renew the said policy during their terms of office.

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[Reference]

Skills matrix of Board of Directors Meetings after General Meeting of Shareholders
If Proposal No. 3 is approved as proposed, the skills matrix of the Board of Directors will be as follows.
Expertise/experience
Independent
OutsideCorporate
Legal/
Finance/
Director management compliance accounting

Personnel/
Technology
humanSales/
development/
resources marketing production/
development
quality

Global/diversity

ESG/
sustainability

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Name

Position

Kazunori
Okui

Director●●

Koumei
SasanoDirector●●

Akihiko Iida

Director●●

Masaaki
Kakutani

Director●

Toshiyuki
MiyakeDirector●

HiroshiKawakami

Director●●

Hidetaka
Masumura

Director●●

Hiroyuki
TanakaDirector,
Audit andSupervisory
Committee
Member●●Mitsuhiro
Hamamoto

Director,
Audit andSupervisory
Committee
Member●YukakoIkukawa

Director,
Audit andSupervisory
Committee
Member

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●

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●

●

●

●

●

●

●

●

●

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 tobe 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)

Career summary, position and responsibility
Jan. 1986

Registered as Judicial Scrivener

Hiromi Suzuki(April 13, 1960)

Jan. 1986

Joined Suzuki Judicial Scrivener Office

Apr. 2005

Office Manager of Suzuki Judicial Scrivener Office(present position)

Outside Director
Independent Director

May 2018

Outside Audit & Supervisory Board Member of Fukuei
Hiryo Co., Ltd (present position)

Number of theCompany’s shares
owned

–

[Significant concurrent positions outside the Company]
Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager)
Outside Audit & Supervisory Board Member of Fukuei Hiryo Co., Ltd.
[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 and overview of expected role]
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 expected 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
the Companies Act in accordance with Article 427, paragraph (1) of the Companies Act. The maximum liability amountfor damages under said agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph (1)of the Companies 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.
Note: The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act. The policy covers losses and costs incurred by insureds, including the Company’s
Directors who are Audit and Supervisory Committee Members, in cases where they are liable for damages arising fromtheir performance of duties. However, as measures to ensure that the appropriateness of the execution of the insureds’
duties is not impaired, the policy contains certain reasons for coverage exclusion, such as performance of an illegal act
with full knowledge of its illegality, where the losses will not be covered. In the event that this proposal is approved asoriginally proposed and the candidate assumes the office of Director who is an Audit and Supervisory Committee
Member, he will be an insured in the policy.

14