NOTICE OF THE 21st 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 9, 2020
To Shareholders:Koumei Sasano
President, Representative Director

TVE Co., Ltd.
(Former trade name:Toa Valve Engineering Inc.) 5-12-1,
Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 21st Ordinary General Meeting of Shareholders
We are pleased to announce the 21st Ordinary General Meeting of Shareholders of TVE Co., Ltd. (the“Company”) to be held as described below.
You can exercise your voting rights in writing or by using the internet (by electromagnetic means).
Please review the attached 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 no later than 5:00 p.m., Wednesday, December 23, 2020 (JST).

1. Date and Time:
2. Place:

Thursday, December 24, 2020 at 10:00 a.m. (JST)
Conference Room at the Head Office of the Company
5-12-1, Nishitachibana-cho, Amagasaki-shi, Hyogo, Japan* Please note that the meeting venue is different from last year’s venue.

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 21st Fiscal Year (from October 1, 2019
to September 30, 2020)
2. The Non-consolidated Financial Statements for the 21st Fiscal Year (fromOctober 1, 2019 to September 30, 2020)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of Six 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Measures to prevent the spread of the novel coronavirus disease (COVID-19)
As a result of repeated considerations on measures to prevent the spread of COVID-19 at thisyear’s General Meeting of Shareholders, the Company plans to take the following measures. We
ask for the understanding and cooperation of our shareholders.
[Requests to shareholders]● In order to prevent the spread of COVID-19, you are strongly encouraged to consider
exercising your voting rights by mail (in writing) or via the internet (by electromagnetic means)
instead of attending the meeting in person.
● The provision of gifts has also been canceled for the same reason.
[Measures by the Company at the meeting venue]● Shareholders who are not feeling well or have symptoms such as a cold or fever on the day ofthe event, are kindly requested to refrain from traveling to the meeting venue.
● We will take your temperature before reception at the meeting venue, and you may be refusedentry if it is 37.5 degrees Celsius or above.
● At the meeting venue, in order to prevent infection and the spread of the disease, we ask foryour cooperation in wearing face masks and using alcohol disinfectant. Personnel associatedwith the General Meeting of Shareholders of the Company will also be wearing masks.
● There will be fewer seats than usual at the meeting venue as they will be placed at a distancefrom each other.
● Proceedings for the day of the meeting will be devised in a way that facilitates the smooth
progress of the meeting in order to prevent infection.
* If future developments necessitate a major change 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).
Other notes● 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 (https://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 (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

Year-end dividends
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.
In the Company’s consolidated results for the fiscal year under review, sales increased from the previous
fiscal year. On the profit front, operating income and ordinary income increased, while profit attributable toowners of parent decreased slightly.
Regarding fluctuations in profits, the Company has made considerations on dividends based on the dividend
policy described above, taking into account the increase in earnings in the fiscal year under review, as wellas the improvement of the operating ratio and the recording of a gain on the reversal of the provision for loss
on orders received due to the increase in the number of projects to be recorded on sales in the first half of thenext fiscal year, as well as the resumption of the recording of deferred tax assets in the previous fiscal year.
The Company therefore proposes to pay a year-end dividend for the fiscal year of ¥25 per share.
Since an interim dividend of ¥20 per share was paid for the fiscal year, total annual dividends will be ¥45 pershare.
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 ¥57,234,550

As an interim dividend of ¥20 per common share of the Company was paid in June this year, annual
dividends will amount to ¥45 per share.
3. Effective date of dividends of surplus
December 25, 20203

Proposal No. 2

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

The terms of office of all six Directors (Excluding Directors who are Audit and Supervisory Committee
Members. The same applies in this proposal.) will expire at the conclusion of this meeting.
At this juncture, it is proposed that six 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

Position and responsibility in the
Company
Reelection

1

2

3

4

Koumei Sasano

Representative Director-President, Chief
Executive Officer

Kiyotaka Arimatsu

Director, Senior Managing Officer,
General Manager of Business
Development Headquarters

Akihiko Iida

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

Masaaki Kakutani

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

Reelection

Reelection

Reelection

Reelection
5

6

Toshiyuki Miyake

Director

Kazunori Okui

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

Candidate for Director to be reelected

New election

Candidate for Director to be newly elected4

New election

Candidate
No.

Name
(Date of birth)

Koumei Sasano(September 10, 1953)
Reelection

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.
(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 (present position)

1

Number of theCompany’s
shares owned

9,514[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. Koumei Sasano as a candidate for Director because it judged that hehas strong leadership capabilities and is highly reform-minded, as well as having considerable businessexperience and knowledge gained while working at the Company for many years and having served as
Representative Director-President, Chief Executive Officer since 2017, that he is appropriate for being amanager who would help the Company sustainably increase its corporate value.
[Attendance at Board of Directors meetings during the 21st Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

5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)

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. (now TVE GLOBAL ASIA PACIFIC 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)

Oct. 2019

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

Reelection

2

Number of theCompany’s
shares owned

4,296[Significant concurrent positions outside the Company]
Director-President of TVE GLOBAL ASIA PACIFIC Pte. Ltd.
Director-Vice President of Toa Create Co., Ltd.
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 once again 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 and of 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 21st Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

6Candidate
No.

Name
(Date of birth)

Akihiko Iida
(July 18, 1959)

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. (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

Reelection

3

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)

Oct. 2019

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

Number of theCompany’s
shares owned

5,817[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of TVE GLOBAL ASIA PACIFIC Pte. Ltd.
Director of Toa Create Co., Ltd.
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 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 21st Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

7

Candidate
No.

Name
(Date of birth)

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
Masaaki Kakutani(January 15, 1959)

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

Dec. 2015

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

Reelection

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

Jan. 2019

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

Oct. 2019

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

Oct. 2020

Director, Managing Executive Officer, In
charge of Quality Assurance (present position)

4

Number of theCompany’s
shares owned

6,317[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 21st 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)
Reelection

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

Oct. 2019

Director of the Company (present position)

Oct. 2019

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

5

Number of theCompany’s
shares owned

8,823[Significant concurrent positions outside the Company]
Representative Director and President 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 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 21st Fiscal Year]He attended 13 of the 13 Board of Directors meetings held this fiscal year.

9Candidate
No.

6

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
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
Kazunori Okui
(October 11, 1965)

General Manager of Tokyo Branch of Sales
Headquarters

Oct. 2016

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

New election

Dec. 2017

Executive Officer, General Manager of Sales
Headquarters

June 2018

Executive Officer, General Manager of Sales
Headquarters and General Manager of Tokyo
Branch (present position)

Dec. 2019

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

Number of theCompany’s
shares owned–[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. Kazunori Okui as a candidate for Director because it judged that he will makeuse 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.

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 and Supervisory Committee Members beelected.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Position in the Company

1

Shigemitsu Hirano

Director (Full-time Audit andSupervisory Committee Member)2

Mitsuhiro Hamamoto

Director (Audit and Supervisory
Committee Member)3

Yukako Ikukawa

Director (Audit and Supervisory
Committee Member)

Reelection

Candidate for Director to be reelected

OutsideCandidate for Outside Director

Independent

Independent officer as defined by the securities exchange

11

Reelection

Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Shigemitsu Hirano(July 20, 1957)
Reelection

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 Team 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)

Oct. 2019

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

1

Number of theCompany’s
shares owned

1,000[Significant concurrent positions outside the Company]
Company Auditor of Toa Service Co., Ltd.
Company Auditor of Toa Create Co., Ltd.
Company Auditor 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 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 21st 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 21st Fiscal Year]He attended 15 of the 15 Audit and Supervisory Committee meetings held this fiscal year.

12Candidate
No.

Name
(Date of birth)

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

Mitsuhiro Hamamoto(April 18, 1970)
Reelection
Outside Director
Independent Director[Six years in officeas Outside Director]

Number of theCompany’s
shares owned

Registered as Attorney at Law

Oct. 2000

Joined Tadashi Yamada Law Office

Oct. 2004

Joined Kikkawa Law Office

Dec. 2014

Director of the Company

Dec. 2016

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

June 2017

Outside Audit & Supervisory Board Member of
Wacoal Holdings Corp. (present position)

Feb. 2019

Representative Attorney at Law of Hamamoto
Law Office (present position)

May 2019

Outside Auditor of Osaka-Hyogo Ready-Mixed
Concrete Industrial Association (present position)–[Significant concurrent positions outside the Company]
Representative Attorney at Law of Hamamoto Law OfficeOutside Audit & Supervisory Board Member of Wacoal Holdings
Corp.
Outside Auditor of Osaka-Hyogo Ready-Mixed Concrete
Industrial Association[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 21st 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 21st Fiscal Year]He attended 15 of the 15 Audit and Supervisory Committee meetings held this fiscal year.

13

Candidate
No.

Name
(Date of birth)

Yukako Ikukawa(April 20, 1974)

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)

Reelection
Outside Director
Independent Director

Dec. 2015

Company Auditor of the Company

Dec. 2016

Director (Audit and Supervisory Committee
Member) of the Company (present position)[Four years in officeas Outside Director]

June 2018

Senior Partner of KaimanaHila Limited
Liability Company (present position)

Mar. 2019

Outside Auditor & Supervisory Board Memberof Earth Corporation (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
Outside Auditor & Supervisory Board Member of Earth
Corporation
3[Special interest in the Company]
The candidate has no special interest in the Company.
[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 21st Fiscal Year]She attended 13 of the 13 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 21st Fiscal Year]She attended 15 of the 15 Audit and Supervisory Committee meetings held this fiscal year.

14

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)

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 Tsutenkaku Kanko Co., Ltd.
President of HYOGO Shiho-Shoshi Lawyer’s Associations
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]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
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.

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