Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 6517
June 7, 2023
To our shareholders:
Takanori Yoshinaga
Representative Director, President
Denyo Co., Ltd.
2-8-5, Nihonbashi-horidomecho, Chuo-ku, Tokyo
103-8566, JapanNOTICE OF THE 75th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially notified of the 75th Ordinary General Meeting of Shareholders of Denyo Co., Ltd. (the“Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on the Company’s website. Please access the website below to view the information.
The Company’s website: https://www.denyo.co.jp/ (in Japanese)(From the above website, select “Investors,” “Stock Information,” and then “IR Library.”)
In addition to the Company’s website mentioned above, matters subject to measures for electronic provision are
also posted on the Tokyo Stock Exchange (Listed Company Search) website listed below.
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 “Denyo” in “Issue name (company
name)” or the Company’s securities code “6517” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights by paper ballot or via theInternet, etc. Please exercise your voting rights after reviewing the attached Reference Documents for the General
Meeting of Shareholders no later than 5:00 p.m., Wednesday, June 28, 2023 (Japan Standard Time).
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time)
2. Venue:
3F Room 1/2/3, Belle Salle Yaesu, Yaesu First Financial Building
1-3-7 Yaesu, Chuo-ku, Tokyo
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 75th Term (from April 1, 2022 to March 31,2023), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-Consolidated Financial Statements for the 75th Term (from April 1, 2022 to March 31, 2023)
Items to be resolved:
Proposal 1:
Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 2:
Election of Five (5) Directors Who Are Audit and Supervisory Committee Members-1-

Proposal 3:

Election of One (1) Director who Is a Substitute Audit and Supervisory Committee
Member
4. Exercising Your Voting Rights in Advance
After reviewing the Reference Documents for the General Meeting of Shareholders below, please refer to the“Exercising Voting Rights” and “Exercising Voting Rights via the Internet, etc.” on pages 5 and 6 of theJapanese version, and exercise your voting rights in writing or via the Internet, etc. by no later than 5:00 p.m. on
Wednesday, June 28, 2023 (JST).
5. Matters Decided for Convocation:(1) If there is no indication of approval or disapproval of each proposal on the voting form, it shall be deemed
as an intention of approval.
(2) If you exercise your voting rights several times via the internet, etc., the last vote will be upheld as valid. If
your voting rights are duplicated on paper due to the re-issue of the proxy form, the same will apply.
However, if you exercise multiple voting rights in writing and via the internet, etc., the exercise via theinternet, etc. will be upheld as valid.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Seven (7) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The term of office of all seven (7) of the Company’s Directors (excluding Directors who are Audit and Supervisory
Committee Members; hereinafter the same shall apply for this Proposal) will expire at the conclusion of thisOrdinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of seven (7) Directors.
Furthermore, the Audit and Supervisory Committee has provided the opinion that all candidates for Director in this
Proposal are qualified.
The candidates for Directors are as follows.
No.

Name

1

Shoichi Shiratori

2

Takanori Yoshinaga

3

Kensaku Moriyama

4

Masao Yamada

5

Makoto Tanabe

6

Kenichi Otomo

7

Yoshio Takeyama

Position

Attendance atBoard ofDirectors
meetings

Tenure as
Director

Representative Director, Chairman

14/14

12 yearsRepresentative Director, President

14/14

4 years

14/14

2 years

14/14

4 years

14/14

2 years

Senior Executive Officer――

Outside Director

14/14

4 years

Candidate
attribution
Reelection
Internal
Reelection
Internal
Reelection
Internal
Reelection
Internal
Reelection
Internal
New election
Internal
Reelection
OutsideIndependent

Director
Managing Executive Officer
Director
Managing Executive Officer
Director
Managing Executive Officer

-3-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1980
Apr. 2008
July 2009

Apr. 2011
Shoichi Shiratori(May 26, 1956)
Reelection
Internal

1

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

June 2011
Apr. 2012

Apr. 2013

Apr. 2015

Apr. 2016
Apr. 2023

Joined the Company
Executive Officer, General Manager, Planning& Coordination Department of the Company
Executive Officer, Deputy Chief Executive,
Administration Division, General Manager,
Planning & Coordination Department of theCompany
Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer, Chief Executive,
Administration Division of the Company
Director, Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division,
General Manager, Information System
Department of the Company
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany
Representative Director, President of theCompany
Representative Director, Chairman of theCompany(to the present)

Number of theCompany’s shares
owned

51,197 shares[Reasons for nomination as candidate for Director]
Mr. Shoichi Shiratori has served in positions in the corporate planning and administrative fields of the Company formany years, making him well versed in the Company’s overall business operations. The Company judges that his
participation in the Company’s management-level decision-making will contribute to the Company’s sustainable growthand medium- to long-term enhancement of corporate value as someone who leads management in a way that iscompatible with the various changes taking place in the business environment using this knowledge. As a result, theCompany again nominated him as candidate for Director.
[Special interests with the Company]
None

-4-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1986
Apr. 2013

Takanori Yoshinaga(April 12, 1963)

Apr. 2017

Reelection
Internal

Apr. 2019
June 20192

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2021

Apr. 2023

Joined the Company
General Manager, Engineering Department,
Development Division of the Company
Executive Officer, General Manager,
Engineering Department, Development
Division of the Company
Executive Officer, Chief Executive,
Development Division of the Company
Director, Executive Officer, Chief Executive,
Development Division of the Company
Director, Senior Executive Officer, Chief
Executive, Development Division, Responsible
for Production Division, Overseas
Manufacturing Subsidiary of the Company
Representative Director, President of theCompany(to the present)

Number of theCompany’s shares
owned

9,022 shares[Reasons for nomination as candidate for Director]
Mr. Takanori Yoshinaga has served in positions in the development division of the Company for many years. The
Company judges that his participation in the Company’s management-level decision-making will contribute to theCompany’s sustainable growth and medium- to long-term enhancement of corporate value as someone able to promotefurther product development utilizing his extensive knowledge of products and responsible for various forms ofplanning based on his experience in corporate planning. As a result, the Company again nominated him as candidate for
Director.
[Special interests with the Company]
None

-5-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1979
Apr. 2012
Apr. 2013

Apr. 2016
Kensaku Moriyama(May 7, 1958)
Reelection
Internal

3

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2019

Apr. 2020

Apr. 2021

June 2021

Apr. 2023

Joined the Company
General Manager, East Japan Sales Department,
Sales Division of the Company
Executive Officer, General Manager, East Japan
Sales Department, Sales Division of theCompany
Executive Officer, Head of Domestic Sales
Unit, General Manager, East Japan Sales
Department, Sales Division of the Company
Senior Executive Officer, Deputy Chief
Executive, Sales Division, Head of Domestic
Sales Unit of the Company
Managing Executive Officer, Deputy Chief
Executive, Sales Division, Head of Domestic
Sales Unit of the Company
Managing Executive Officer, Chief Executive,
Sales Division, Head of Domestic Sales Unit of
the Company
Director, Managing Executive Officer, Chief
Executive, Sales Division, and in charge ofDomestic Sales Unit and Overseas Sales
Subsidiaries of the Company
Director, Managing Executive Officer,
Chief Executive, Sales Division of theCompany(to the present)

Number of theCompany’s sharesowned

12,811 shares[Reasons for nomination as candidate for Director]
Mr. Kensaku Moriyama has served in positions in the sales division of the Company for many years, giving him
extensive knowledge of products and a perspective closely in tune with customers and distributors. The Company
judges that his participation in the Company’s management-level decision-making will contribute to the Company’ssustainable growth and medium- to long-term enhancement of corporate value. As a result, the Company again
nominated him as candidate for Director.
[Special interests with the Company]
None

-6-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1985
Apr. 2016

Masao Yamada(December 5, 1964)

Apr. 2018

Reelection
Internal

Apr. 2019
June 20194

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2021

Apr. 2023

Joined the Company
General Manager, Quality Management
Department, Quality Management Division of
the Company
Executive Officer, General Manager, Quality
Management Department, Quality Management
Division of the Company
Executive Officer, Chief Executive, Quality
Management Division of the Company
Director, Executive Officer, Chief Executive,
Quality Management Division of the Company
Director, Senior Executive Officer, Chief
Executive, Quality Management Division of theCompany
Director, Managing Executive Officer, Chief
Executive, Development Division, Responsible
for Production Division, Overseas
Manufacturing Subsidiary of the Company(to the present)

Number of theCompany’s shares
owned

8,354 shares[Reasons for nomination as candidate for Director]
Mr. Masao Yamada has served in positions in the development and quality control divisions of the Company. The
Company judges that his participation in the Company’s management-level decision-making will contribute to theCompany’s sustainable growth and medium- to long-term enhancement of corporate value, from the perspective of
supporting safe and secure product development through efforts to advance quality control utilizing his broad
experience. As a result, the Company again nominated him as candidate for Director.
[Special interests with the Company]
None

-7-

No.

Name
(Date of birth)

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

Apr. 2008
July 2009

Apr. 2011

5

Makoto Tanabe(August 27, 1961)

Apr. 2013

Reelection
Internal

Apr. 2015

Attendance at meetings of theBoard of Directors during the
year:
14/14
Attendance: 100%

Apr. 2018

Apr. 2020

Apr. 2021
June 2021

Apr. 2023

Joined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
General Manager, Personnel Department,
Administration Division of the Company
General Manager, Personnel Department andGeneral Affairs Department, Administration
Division of the Company
Executive Officer, General Manager, Personnel
Department, Administration Division of theCompany
Executive Officer, General Manager, General
Affairs Department and Personnel Department,
Administration Division of the Company
Executive Officer, General Manager, General
Affairs Department and Finance Department,
Administration Division of the Company
Senior Executive Officer, General Manager,
Planning & Coordination Department and
Finance Department, Administration Divisionof the Company
Senior Executive Officer, General Manager,
Planning & Coordination Office of theCompany
Senior Executive Officer, Chief Executive,
Administration Division of the Company
Director, Senior Executive Officer, Chief
Executive, Administration Division of theCompany
Director, Managing Executive Officer,
Chief Executive, Administration Division of theCompany(to the present)

Number of theCompany’s shares
owned

4,894 shares[Reasons for nomination as candidate for Director]
Mr. Makoto Tanabe has served in positions in the corporate planning and administrative fields of the Company formany years. The Company judges that his participation in the Company’s management-level decision-making willcontribute to the Company’s sustainable growth and medium- to long-term enhancement of corporate value, from theperspective of enhancing management on the variously ever-changing finance, IT and HR fields utilizing his broad
experience. As a result, the Company again nominated him as candidate for Director.
[Special interests with the Company]
None

-8-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
July 2003
Jan. 2006
Apr. 2017

6

Number of theCompany’s shares
ownedJoined Denyo Techno Service Co., Ltd.
Transferred to the Company
General Manager of Plant & Project
Department, Sales Division
Apr. 2020
Executive Officer, General Manager,
International Sales Department I, Sales
Division
Kenichi Otomo
Apr. 2021
Executive Officer, Head of International Sales(January 14, 1969)
Unit, General Manager, International Sales
1,300 shares
Department I, Sales Division
New election
Apr. 2023
Senior Executive Officer, Deputy Chief
Internal
Executive, Sales Division, Head ofInternational Sales Unit, General Manager,
Responsible for Overseas Sales Subsidiary(to the present)[Significant concurrent positions outside the Company]
President, Denyo America Corporation
President, Denyo Europe B.V.
[Reasons for nomination as candidate for Director]
Mr. Kenichi Otomo has served in positions in the sales division of the Company for many years and in particular hasabundant experience in international business, providing him with a global perspective. The Company judges that his
participation in the Company’s management-level decision-making will contribute to the Company’s sustainable growthand medium- to long-term enhancement of corporate value. As a result, the Company has newly nominated him to serve
as a new director.
[Special interests with the Company]
None

-9-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1977

7

Notes:

Number of theCompany’s shares
ownedJoined The Dai-ichi Mutual Life Insurance
Company (currently The Dai-ichi Life
Insurance Company, Limited)
Apr. 2000
Manager, Sales Personnel Department of The
Dai-ichi Mutual Life Insurance Company
Apr. 2005
Manager, IT Planning Department of The Daiichi Mutual Life Insurance Company
Apr. 2007
Executive Officer, Manager, IT Planning
Department of The Dai-ichi Mutual Life
Yoshio Takeyama
Insurance Company(February 11, 1954)
June 2009
Director, Managing Executive Officer of The
Dai-ichi Mutual Life Insurance Company
Reelection
June 2013
President and Representative Director of The
OutsideDai-ichi Life Information Systems Co., Ltd.
Independent
Apr. 2015
Chairman and Representative Director of The
0 sharesDai-ichi Life Information Systems Co., Ltd.
Attendance at meetings of theJune 2015
Outside Audit & Supervisory Board Member ofBoard of Directors during thethe Company
year:
June 2019
Relinquished position of Chairman and
14/14
Representative Director of The Dai-ichi Life
Attendance: 100%
Information Systems Co., Ltd.
June 2019
Relinquished position of Outside Audit &Supervisory Board Member of the Company
June 2019
Outside Director of the Company (current post)
June 2020
Outside Director of XNET Corporation (current
post)(to the present)[Significant concurrent positions outside the Company]
Outside Director of XNET Corporation[Reasons for nomination as candidate for Outside Director and outline of roles expected thereof]
Mr. Yoshio Takeyama has used his abundant experience from other companies to actively provide opinions from an
independent standpoint during his time as an Outside Audit & Supervisory Board Member and as an Outside Director,
and has sufficiently performed the professional responsibilities of the positions. He is independent from the
management which undertakes business operations and there is no risk that a conflict of interest will arise with theshareholders. The Company again nominated him as candidate for outside director in order to improve the soundness
and transparency of the Company’s management-level decision-making.
Currently, he is an Outside Director of the Company and his term as an Outside Director at the conclusion of thisOrdinary General Meeting of Shareholders will be four (4) years.
[Special interests with the Company]
None
1. Mr. Yoshio Takeyama is a candidate for Outside Director.
2. Mr. Yoshio Takeyama satisfies the requirements for independent officer as provided for by Tokyo Stock Exchange, Inc.,and the Company has submitted notification to the aforementioned exchange concerning his appointment as anindependent officer.
3. The Company has entered into agreements with Mr. Yoshio Takeyama that limit his liability for damages under Article
423, paragraph (1) of the Companies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act. The
limit of liability for damages under this agreement is the minimum amount provided for in Article 425, paragraph (1) of
the same Act. If this Proposal is approved as proposed, the Company intends to continue the aforementioned agreement.
4. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out by the insured persons including
Directors of the Company based on their position (including omission). Damages and other costs arising from criminal
acts such as bribery or intentional illegal acts by officers are not covered in order not to impair the appropriateness of theexecution of duties by them. In addition, all premiums for the insurance policy are shouldered by the Company and its
subsidiaries. If this Proposal is approved as proposed, each candidate for director will be included as an insured in thepolicy.
The Company intends to renew this insurance policy with the same content during the term of office.

-10-

Proposal 2:

Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

The term of office of all five (5) of the Company’s Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Accordingly, the Company proposes the election of five (5) directors who are Audit and Supervisory Committee
Members.
Also, this Proposal already has the agreement of the Audit and Supervisory Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.

No.

Name

1

Toru Hiroi

2

Kazuyoshi Kubo

3

Keiko Yamagami

4Masako Natori

5

Makoto Koto

Candidate
attribution

Position

Attendance atBoard ofDirectors
meetings
Attendance at
Audit andSupervisory
Committee
meetings

Reelection
Internal

Director(Full-time Audit and Supervisory
Committee Member)

14/14
14/14

2 years

Executive Officer

－
－

―

14/14
14/14

2 years

14/14
14/14

2 years－－―

New election
Internal
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Outside Director(Audit and Supervisory Committee
Member)Outside Director(Audit and Supervisory Committee
Member)－-11-

Tenure as
Audit andSupervisory
Committee
Member

No.

1

2

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company

Toru Hiroi(July 28, 1960)

Apr. 1984
Apr. 2015

Reelection
Internal

Apr. 2018

Joined the Company
Executive Officer of the Company, Chairman &CEO of Denyo Manufacturing Corporation
Executive Officer, General Manager,
Development Department and Patent
Administration Department, Development
Division of the Company
Executive Officer, General Manager, Patent
Administration Department, Development
Division of the Company
Full-time Audit & Supervisory Board Memberof the Company
Director (Full-time Audit and Supervisory
Committee Member)(to the present)

Number of theCompany’s shares
owned

Attendance at meetings of theBoard of Directors during the Apr. 2019
11,900 shares
year:
14/14
Attendance: 100%
June 2019
Attendance at meetings of the
Audit and Supervisory
June 2021
Committee during the year:
14/14
Attendance: 100%
[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Toru Hiroi has engaged in duties in an overseas production subsidiary and in the Development Division and, inconsideration of his specialist viewpoint and broad insight, he has been nominated as a candidate for Director who is an
Audit and Supervisory Committee Member.
[Special interests with the Company]
None
Apr. 1983
Joined the Company
Apr. 2014
General Manager, Personnel Department,
Administration Division of the Company
Apr. 2020
Executive Officer, General Manager, Personnel
Department, Administration Division of theCompany
June 2020
Executive Officer, General Manager, General
Kazuyoshi Kubo
Affairs Department and Personnel Department,(December 7, 1962)
6,700 shares
Administration Division of the Company
New election
Apr. 2021
Executive Officer, General Manager, PersonnelInternal
Department, Responsible for General Affairs
Department, Administration Division of theCompany
Apr. 2022
Executive Officer, General Manager, Personnel
Department, Administration Division of theCompany(to the present)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Kazuyoshi Kubo has engaged in personnel duties for many years, and in consideration of his specialist expertiseusing his abundant knowledge of personnel and labor affairs along with his broad insight of the Administration
Division, the Company has nominated him as a candidate for Director who is an Audit and Supervisory Committee
Member because it determined that he could properly carry out his duties.
[Special interests with the Company]
None

-12-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1987

3

Number of theCompany’s shares
owned

Public Prosecutor, Yokohama District Public
Prosecutors Office
Apr. 2002
Coordinator, Legislative Division, Criminal
Affairs Bureau, Ministry of JusticeJan. 2005
Counselor, Criminal Affairs Bureau, Ministryof Justice
Keiko Yamagami
Aug.
2005
PublicProsecutor, Supreme Public Prosecutors(March 22, 1961)
OfficeAug. 2007
Deputy Director, Public Peace Department,
Reelection
Tokyo District Public Prosecutors OfficeOutsideJuly
2008
DeputyDirector, Trial Department, Tokyo
Independent
District Public Prosecutors Office
Trial Director, Yokohama District PublicAttendance at meetings of the Apr. 2009
Prosecutors Office
0 shares
Board of Directors during the
Apr.
2010
Registered as attorney-at-law, Member ofyear:
Tokyo Seiwa Sogo Law Office (current post)
14/14
Attendance: 100%
June 2017
Outside Director of Astellas Pharma Inc.
Attendance at meetings of the June 2019
Outside Audit & Supervisory Board Member ofAudit and Supervisory
the Company
Committee during the year:
June 2021
Outside Director of JUTEC Holdings
14/14
Corporation (current post)
Attendance: 100%
June 2021
Outside Director (Audit and Supervisory
Committee Member) of the Company(to the present)[Significant concurrent positions outside the Company]
Member of Tokyo Seiwa Sogo Law OfficeOutside Director of JUTEC Holdings Corporation[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Keiko Yamagami is a candidate for Outside Director who is an Audit and Supervisory Committee Member because
we determined that she could appropriately carry out the duties, given her broad insight and specialist viewpoint as her
working experience in important positions such as public prosecutor of the supreme public prosecutor’s office and as
attorney-at-law. While she does not have experience in corporate management other than as an Outside Director, theCompany has selected her as a nominee for Outside Director who is an Audit and Supervisory Committee Member as it
expects her to utilize her knowledge and experience in the supervision of the Company’s management from a standpoint
independent from the management which undertakes business operations.
Currently, she is an Outside Director who is an Audit and Supervisory Committee Member of the Company and herterm at the conclusion of this Ordinary General Meeting of Shareholders will be two (2) years.
[Special interests with the Company]
None

-13-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1983
Apr. 2011

4

Number of theCompany’s shares
ownedJoined Ministry of JusticeDirector, Juvenile Treatment Division,
Correction Bureau, Ministry of JusticeJan. 2013
Director, General Affairs Division, Correction
Bureau, Ministry of Justice
Masako Natori
July 2014
Director, Facilities Division, Minister’s(March 11, 1961)
Secretariat, Ministry of Justice
June 2016
Assistant-Vice Minister, Deputy DirectorReelection
General of Correction Bureau, Ministry of
OutsideJustice
Independent
July 2017
Director-General, Human Rights Bureau,
Ministry of JusticeAttendance at meetings of the
Director-General, Correction Bureau, Ministry
0 shares
Board of Directors during the Sept. 2018of Justice
year:
14/14
Jan. 2020
Retired from Ministry of JusticeAttendance: 100%
Oct. 2020
Advisor of NEC Corporation (current post)
Attendance at meetings of the June 2021
Outside Director (Audit and Supervisory
Audit and Supervisory
Committee Member) of the Company (current
Committee during the year:
post)
14/14
Apr. 2022
Director of Japan Legal Support Center (current
Attendance: 100%post)
(to the present)[Significant concurrent positions outside the Company]
Advisor of NEC Corporation
Director of Japan Legal Support Center[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Masako Natori is a candidate for Outside Director who is an Audit and Supervisory Committee Member because
she possesses specialized knowledge and abundant experience in law and human rights, which were cultivated throughher experience working as Director-General of the Human Rights Bureau and the Correction Bureau at the Ministry ofJustice. While she does not have experience in corporate management other than as an Outside Director, the Company
has selected her as a nominee for Outside Director who is an Audit and Supervisory Committee Member as it expects
her to utilize her knowledge and experience in the supervision of the Company’s management from a standpoint
independent from the management which undertakes business operations.
Currently, she is an Outside Director who is an Audit and Supervisory Committee Member of the Company and herterm at the conclusion of this Ordinary General Meeting of Shareholders will be two (2) years.
[Special interests with the Company]
None

-14-

No.

Name
(Date of birth)

Career summary, position, responsibilities and significant
concurrent positions outside the Company
Apr. 1983
Sep. 2000

5Notes:

Number of theCompany’s shares
ownedJoined Mitsui & Co., Ltd.
General Manager of Compensation Planning
Department, Human Resources & General
Affairs Division of Mitsui & Co., Ltd.
Oct. 2008
Senior Vice President and Chief Human
Resources Officer of Mitsui & Co. (U.S.A.),
Inc.
Dec. 2011
Senior Vice President and Chief Human
Resources Officer of Mitsui & Co. (Asia
Makoto Koto
Pacific) Pte. Ltd.
(June 18, 1959)
Apr. 2013
General Manager of Secretariat of Mitsui &0 sharesCo., Ltd.
New election
Apr. 2016
Associate Officer and General Manager of
OutsideSecretariat of Mitsui & Co., Ltd.
Independent
June 2019
Resigned from Mitsui & Co., Ltd.
June 2019
Audit and Supervisory Board Member of
National Printing Bureau
June 2023
Audit and Supervisory Board Member of
National Printing Bureau (scheduled to retire)(to the present)[Significant concurrent positions outside the Company]
None[Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee Member andoutline of roles expected thereof]
Mr. Makoto Koto has engaged in duties in personnel and secretariat work as well as operations at overseas subsidiaries
of another company, providing him with abundant professional experience. He is independent from the management
which undertakes business operations and there is no risk that a conflict of interest will arise with the shareholders.
Therefore, the Company expects that he will use his knowledge and experience in the supervision of management of theCompany and so selected him as a nominee for Outside Director who is an Audit and Supervisory Committee Member.
[Special interests with the Company]
None
1. Ms. Keiko Yamagami, Ms. Masako Natori and Mr. Makoto Koto are candidates for Outside Director.
2. Ms. Keiko Yamagami, Ms. Masako Natori and Mr. Makoto Koto satisfy the requirements for independent officers asprovided for by Tokyo Stock Exchange, Inc., and the Company has submitted notification to the aforementioned
exchange concerning their appointment as independent officers.
3. If this Proposal is approved as proposed, the Company intends to enter into an agreement with Ms. Keiko Yamagami,
Ms. Masako Natori and Mr. Makoto Koto that limits their liability for damages under Article 423, paragraph (1) of theCompanies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act. The limit of liability fordamages under this agreement is the minimum amount provided for in Article 425, paragraph (1) of the same Act.
4. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out based on their position (including
omission). Damages and other costs arising from criminal acts such as bribery or intentional illegal acts by officers are
not covered in order not to impair the appropriateness of the execution of duties by them.
In addition, all premiums for the insurance policy are shouldered by the Company and its subsidiaries. If this Proposal isapproved as proposed, each candidate for director will be included as an insured in the policy.
The Company intends to renew this insurance policy with the same content during the term of office.

-15-

Proposal 3:

Election of One (1) Director who Is a Substitute Audit and Supervisory Committee Member

In order to ensure that the number of Directors who are Audit and Supervisory Committee Members does not fallshort of that required by laws and regulations, the Company proposes the election of one (1) Director who is a
Substitute Audit and Supervisory Committee Member.
Also, this Proposal already has the agreement of the Audit and Supervisory Committee.
The candidate for Director who is a Substitute Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary and significant concurrent positions outside the Company
Apr. 1982
Oct. 2011

Number of theCompany’s shares
ownedJoined Shiseido Company, Limited
General Manager, Corporate Culture Department of
Shiseido Company, Limited
Apr. 2015
General Manager, Executive Section, General Affairs
Department of Shiseido Company, Limited
June 2015
Audit & Supervisory Board Member (full-time) of Shiseido
Company, Limited
Mar. 2019
Relinquished position as Audit & Supervisory Board
Member (full-time) of Shiseido Company, Limited
June 2019
Outside Audit & Supervisory Board Member of NS
Solutions Corporation
Kyoko Okada
June 2019
Outside Corporate Auditor of SUBARU CORPORATION(July 26, 1959)(current post)
0 shares
June 2020
Outside Audit & Supervisory Board Member of Daio Paper
OutsideCorporation (current post)
Independent
June 2021
Outside Director of JACCS CO., LTD. (current post)
June 2022
Outside Audit & Supervisory Board Member of NEC
Corporation (current post)(to the present)[Significant concurrent positions outside the Company]
Outside Corporate Auditor of SUBARU CORPORATION (scheduled toretire in June 2023)
Outside Audit & Supervisory Board Member of Daio Paper Corporation
Outside Director of JACCS CO., LTD.
Outside Audit & Supervisory Board Member of NEC Corporation[Reasons for nomination as candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member andoutline of roles expected thereof]
Ms. Kyoko Okada has abundant experience in business and as a full-time auditor in other companies. Therefore, the Company has
determined that she is a candidate carrying out duties appropriately through the aforementioned experience and her broad insight.
She is independent from the management which undertakes business operations. The Company expects her to use knowledge andexperience in the supervision of management of the Company and so selected her as a nominee for Outside Director who is a
Substitute Audit and Supervisory Committee member.
[Special interests with the Company]
None
Notes: 1. Ms. Kyoko Okada is a candidate for Outside Director who is a Substitute Audit and Supervisory Committee Member.
2. Ms. Kyoko Okada satisfies the requirements for independent officer as provided for by Tokyo Stock Exchange, Inc., andthe Company has submitted notification to the aforementioned exchange concerning her appointment as an independent
officer.
3. If Ms. Kyoko Okada assumes office of Director who is an Audit and Supervisory Committee Member, the Company
intends to enter into an agreement with her that limits her liability for damages under Article 423, paragraph (1) of theCompanies Act, pursuant to the provisions of Article 427, paragraph (1) of the same Act. The limit of liability fordamages under this agreement is the minimum amount provided for in Article 425, paragraph (1) of the same Act.
4. Pursuant to Article 430-3, paragraph (1) of the Companies Act, the Company has entered into a directors and officers
liability insurance policy with an insurance company. The insurance policy covers damages, legal fees and other costs aninsured may incur as a result of liability claims arising from their acts carried out based on their position (including
omission). Damages and other costs arising from criminal acts such as bribery or intentional illegal acts by officers are
not covered in order not to impair the appropriateness of the execution of duties by them. If Ms. Kyoko Okada assumes
office of Director who is an Audit and Supervisory Committee Member, she will be included as an insured in the policy.
The Company intends to renew this insurance policy with the same content during the term of office.

-16-

[Reference]
Skills matrix of the Company’s Board of Directors (system in case Proposal 1 and Proposal 2 are approved)
Main fields of expertise
Name

Title

OutsideCorporate
Management

R&D
ESG

/CG

ShoichiShiratori
Takanori
Yoshinaga
KensakuMoriyama

Masao
YamadaMakotoTanabeKenichi
Otomo
YoshioTakeyama

Toru Hiroi

Kazuyoshi
Kubo

Keiko
Yamagami

MasakoNatori

MakotoKoto

Representative
Director,
Chairman
Representative
Director,
President
Director,
Managing
Executive
Officer
Director,
Managing
Executive
Officer
Director,
Managing
Executive
Officer
Director,
SeniorExecutive
Officer
Director
Director,
Audit andSupervisory
Committee
MemberDirector,
Audit andSupervisory
Committee
MemberDirector,
Audit andSupervisory
Committee
MemberDirector,
Audit andSupervisory
Committee
MemberDirector,
Audit andSupervisory
Committee
MemberManufacturing
Quality Control

Sales/
Marketing

○

○

○

○

○

○

○

○

○

○

○

○

Global

○

○

●

○

○

IT

●

○

/LaborManagement

○

○

○

○

○

○

Legal/Risk
Management

○

○

○

○

●

Personnel○○○

Finance/

○

○

○

○

○

●

○

-17-

○

○

○

○

Composition status
Name

Title

Audit andSupervisory
Committee

ShoichiShiratori
Takanori
Yoshinaga
KensakuMoriyama

Masao
YamadaMakotoTanabeKenichi
Otomo
YoshioTakeyama

Toru Hiroi

Kazuyoshi
Kubo

Keiko
Yamagami

MasakoNatori

MakotoKoto
Notes:

1
2
3

Representative
Director,
Chairman
Representative
Director
President
Director,
Managing
Executive
Officer
Director,
Managing
Executive
Officer
Director,
Managing
Executive
Officer
Director,
SeniorExecutive
Officer
Director

Nomination and

Board ofCompensation

Independent

Advisory

OutsideCommittee

Directors

●

●

●

●

Director,
Audit and●Supervisory
Committee
MemberDirector,
Audit and●Supervisory
Committee
MemberDirector,
Audit and●●●Supervisory
Committee
MemberDirector,
Audit and●●●Supervisory
Committee
MemberDirector,
Audit and●●●Supervisory
Committee
MemberDenotation of ○ in the above list shows four (4) fields at maximum of the main fields where each person candemonstrate their expertise based on their experience and others, and does not cover all the knowledge they have.
Denotation of ● in the list above for “Outside” indicates that the person is an Outside Director.
Denotation of ● in the list above for “Composition status” indicates the members of the Audit and Supervisory
Committee, the Nomination and Compensation Advisory Committee, and the Board of Independent Outside Directors.

-18-