This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities Code: 7259
May 28, 2021
To Those Shareholders with Voting Rights
Kiyotaka Ise
President
AISIN CORPORATION
1, Asahi-machi 2-chome, Kariya-shi
Aichi, JapanNOTICE OF THE 98th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 98th Ordinary General Meeting of Shareholders of AISINCORPORATION (hereinafter, the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by mailing the enclosed Voting
Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meetingof Shareholders (pages 2 through 17), and exercise your voting rights no later than 5:30 p.m. on Thursday,June 17, 2021.
1. Date and Time:

Friday, June 18, 2021 at 10:00 a.m.

2. Place:

The Company’s KYODOKAN Hall
36, Hachiken-cho 2-chome, Kariya-shi, Aichi

3. Agenda of the Meeting:
Matters to be reported: The Business Report, the Financial Statements, the Consolidated Financial
Statements, and the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 98th Fiscal Term(from April 1, 2020 to March 31, 2021).
Proposals to be resolved:
Proposal No. 1: Election of Nine Directors
Proposal No. 2: Election of Three Audit & Supervisory Board Members
Proposal No. 3: Election of One Substitute Audit & Supervisory Board Member-1-Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Election of Nine Directors
The term of office for all of the nine Directors of the Company will expire at the closing of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of nine Directors including four
Outside Directors.
The candidates for Directors are as follows:
Candidate
No.

Name

Current Positionat the Company

Responsibilities at the Company

Attributes of the
Candidate

1

Kanshiro Toyoda

Chairman–

Reelected

President

In charge of Innovation Center, DX
Strategy Center, Aisin-Group Corporate
R&D Division, President of Chassis And
Vehicle Safety System Company

2

Kiyotaka Ise

Reelected
Reelected

3

Tsunekazu Haraguchi Outside Director–

Outside Director
Independent Director
Reelected

4Michiyo Hamada

Outside Director–

Outside Director
Independent Director
Female Director

5

Moritaka Yoshida

6

Kenji Suzuki

Assistant to President, Chief Digital Officer,
Executive Vice
Director of DX Strategy Center, President
Presidentof CSS Company

Newly elected

7

Shintaro Ito

Assistant to President, In charge of AisinGroup Corporate Planning Headquarters,
Executive Vice
Aisin-Group Finance & Costing Division,
President
Aisin-Group Human Resources
Management Division, China

Newly elected8

Seiichi Shin––

Newly elected

Newly elected––

Outside Director
Independent Director

9

Koji Kobayashi––

Reelected: Candidate for Director to be reelected
Newly elected: Candidate for New Director
Outside Director: Candidate for Outside Director
Independent Director: Candidate for Independent Director as specified by Tokyo Stock Exchange, Inc.
Female Director: Female candidate for Director-2-

Newly elected
Outside Director

Candidate
No.

Name

Career summary
April 1965

Joined Shinkawa Kogyo Co., Ltd.

June 1979

Director of the Company

June 1983

Managing Director of the Company

June 1985

Senior Managing Director of the Company

June 1988

Executive Vice President of the Company

June 1995

President of the Company

June 2005

Chairman of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Chairman–

The reasons why the Company elects him as a candidate for Director:
Kanshiro Toyoda
1
Reelected

Mr. Kanshiro Toyoda has been engaged for many years in the management of theCompany and the Group companies in Japan and overseas as President, and Chairman of
the Company (to present), etc. He is recommended for the position of Director as he isexpected to make use of his extensive experience and broad insights into overall
corporate management for the appropriate supervision of the entire Group.
Date of birth:

Special interest relationship with the Company:

August 14, 1941 (79 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Corporate Auditor of EXEDY
Corporation

1,008,822 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

42 years (at the closing of this General
Meeting of Shareholders)

15/15 (100.0%)-3-

Candidate
No.

Name

Career summary
April 1980

Joined Toyota Motor Co., Ltd.

June 2007

Managing Officer of Toyota Motor Corporation

April 2013

Senior Managing Officer of Toyota Motor Corporation

June 2013

Director of Toyota Motor Corporation

January 2018

Executive Vice President of the Company

June 2018

President of the Company (to present)

April 2020

Executive President of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

President

In charge of Innovation Center, DX
Strategy Center, Aisin-Group Corporate
R&D Division, President of Chassis And
Vehicle Safety System Company

Kiyotaka Ise

The reasons why the Company elects him as a candidate for Director:

Reelected

Mr. Kiyotaka Ise served as President of the Advanced R&D and Engineering Company
and Chief Safety Technology Officer in his role as Senior Managing Officer at Toyota
Motor Corporation. He has been engaged in the Company’s management as President of
the Company (to present) since 2018. He is recommended for the position of Director as
he is expected to make use of his extensive experience and wide-ranging insights into
overall corporate management for the management of the Company.

2

Date of birth:

Special interest relationship with the Company:

March 2, 1955 (66 years old)–

Important concurrent position:

Number of shares of the Company held:–

17,407 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

3 years (at the closing of this General
Meeting of Shareholders)

15/15 (100.0%)-4-

Candidate
No.

Name

Career summary
April 1970

Joined the Ministry of FinanceMay 1995

Director-General of Nagoya Regional Taxation Bureau

July 1996

Director-General of Kinki Local Finance Bureau

January 2001

Director-General of the Financial Bureau, the Ministry of FinanceJuly 2001

Director-General of the Planning and Coordination Bureau, theFinancial Services Agency

July 2002

Deputy Governor of National Life Finance Corporation

October 2007

Representative Director, Chairman of AEON Bank, Ltd.

March 2010

Director, Chairman of AEON Bank, Ltd.

March 2010

Co-CEO of the Financial Services Business, AEON Co., Ltd.

November 2012 Director of AEON Credit Service Co., Ltd.

Tsunekazu Haraguchi
3

March 2013

Executive Officer of AEON Co., Ltd.

April 2013

Representative Director, Chairman of AEON Financial Service Co.,Ltd.

March 2014

Representative Director, President and CEO, Chairman of AEON
Financial Service Co., Ltd.

April 2014

Director of AEON Bank, Ltd.

May 2014

Director of AEON REIT Management Co., Ltd.

June 2014

Director of the Company (to present)

June 2014

Director of AEON Financial Service Co., Ltd.

Reelected
Outside Director
March 2018
Special Advisor of Wealth Brothers Co., Ltd. (to present)
Independent Director
Current Position at the Company:
Responsibilities at the Company:
Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Tsunekazu Haraguchi has held positions such as Director-General of the Financial
Bureau, the Ministry of Finance, and Director-General of the Planning and Coordination
Bureau, the Financial Services Agency. He is recommended for the position of Outside
Director as he is expected to make use of his expertise and experience accumulated
throughout his career, as well as his experience and insights as a management executiveof AEON Financial Service Co., Ltd., etc., to provide supervision from an independent
position, as well as provide advice and opinions from a wide range of management
perspectives, to support all business operations of the Company.
Date of birth:

Special interest relationship with the Company:

May 7, 1947 (74 years old)–

Important concurrent position:

Number of shares of the Company held:–

6,500 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

7 years (at the closing of this General
Meeting of Shareholders)

15/15 (100.0%)-5-Candidate
No.

Name

Michiyo Hamada
4

Career summary
April 1974

Associate Professor at School of Law, Nagoya University

April 1985

Professor at Nagoya University

April 1999

Professor at Nagoya University Graduate School of Law

June 2004

Audit & Supervisory Board Member of the Company

April 2008

President of Nagoya University Graduate School of Law

April 2009

Commissioner of Japan Fair Trade Commission

April 2009

Professor Emeritus at Nagoya University (to present)

June 2014

Outside Corporate Auditor of TOHO GAS Co., Ltd.

June 2014

Outside Corporate Auditor of the Metropolitan Expressway Company
Limited (to present)

June 2015

Outside Director of SANGETSU Co., Ltd. (currently, Sangetsu
Corporation) (to present)

June 2016

Director of the Company (to present)

June 2020

Outside Director of TOHO GAS Co., Ltd. (to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director–

Date of birth:

Special interest relationship with the Company:

November 25, 1947 (73 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of TOHO GAS Co., Ltd.
Outside Director of Sangetsu Corporation

3,100 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

5 years (at the closing of this General
Meeting of Shareholders)

15/15 (100.0%)

Reelected
Outside Director
The reasons why the Company elects her as a candidate for Outside Director andIndependent Director overview of her expected role:
Female Director
Ms. Michiyo Hamada has an extensive career including Professor at School of Law,
Nagoya University, Commissioner of the Japan Fair Trade Commission, Outside Officer
of other companies, etc. She is recommended as Outside Director of the Company as she
is expected to make use of her expertise and broad experience concerning theCompanies Act and the Antimonopoly Act accumulated throughout her career to provide
supervision of Company operations from a legal standpoint and independent position, as
well as advice and opinions related to corporate governance.

-6-

Candidate
No.

Name

Career summary
April 1980

Joined Toyota Motor Co., Ltd.

June 2009Managing Officer of Toyota Motor Corporation

April 2014

Senior Managing Officer of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation

June 2018

Director of Daihatsu Motor Co., Ltd. (planning to leave position inJune 2021)

April 2020

Advisor of TOYOTA CENTRAL R&D LABS., INC.

June 2020

Chairman of TOYOTA CENTRAL R&D LABS., INC. (planning toleave position in June 2021)

Current Position at the Company:

Responsibilities at the Company:

Moritaka Yoshida––

Newly elected

The reasons why the Company elects him as a candidate for Director:

5

Mr. Moritaka Yoshida has an extensive career including as President of the Mid-size
Vehicle Company and the head of the Vehicle Development Center while serving as
Executive Vice President at Toyota Motor Corporation, and has experience as amanagement executive at TOYOTA CENTRAL R&D LABS., INC. He is recommended
for the position of Director as he is expected to make use of his extensive experience andwide-ranging insights into overall corporate management for the management of theCompany.
Date of birth:

Special interest relationship with the Company:

July 12, 1957 (63 years old)–

Important concurrent position:

Number of shares of the Company held:–

15,000 shares-7-

Candidate
No.

Name

Kenji Suzuki

Career summary
April 1984

Joined Aisin-Warner Ltd.

June 2011

Director of Aisin AW Co., Ltd.

June 2013

Executive Officer of Aisin AW Co., Ltd.

April 2014

Managing Executive Officer of Aisin AW Co., Ltd.

April 2016

Senior Managing Executive Officer of Aisin AW Co., Ltd.

June 2016

Director of Aisin AW Co., Ltd.

April 2020

Executive Officer of the Company, Executive Vice President of Aisin
AW Co., Ltd.

April 2021

Executive Vice President of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Executive Vice President

Assistant to President, Chief Digital
Officer, Director of DX Strategy Center,
President of CSS Company

6
Newly elected

The reasons why the Company elects him as a candidate for Director:
Mr. Kenji Suzuki worked primarily in the electronic engineering field at Aisin AW Co.,
Ltd. prior to the management integration, and has management experience serving as
Executive Vice President of the Company since 2020. At present, he serves as Executive
Vice President of the Company and Chief Digital Officer. He is recommended for the
position of Director as he is expected to make use of his extensive experience and wideranging insights for the management of the Company.
Date of birth:

Special interest relationship with the Company:

September 6, 1959 (61 years old)–

Important concurrent position:

Number of shares of the Company held:–

5,000 shares-8-Candidate
No.

Name

Career summary
April 1983

Joined the Company

June 2010

Managing Officer of the Company

April 2017

Senior Managing Officer of the Company

April 2019

Executive Officer of the Company

April 2021

Executive Vice President of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Executive Vice President

Assistant to President, In charge of AisinGroup Corporate Planning Headquarters,
Aisin-Group Finance & Costing Division,
Aisin-Group Human Resources
Management Division, China

Shintaro Ito
7
Newly elected

The reasons why the Company elects him as a candidate for Director:
Mr. Shintaro Ito worked primarily in the Managerial Administration Sector at theCompany prior to the management integration, and has management experience serving
as top management of a Group company overseas. At present he serves as Executive
Vice President of the Company. He is recommended for the position of Director as he isexpected to make use of his extensive experience and wide-ranging insights for the
management of the Company.
Date of birth:

Special interest relationship with the Company:

March 19, 1961 (60 years old)–

Important concurrent position:

Number of shares of the Company held:–

14,900 shares-9-Candidate
No.

Name

Career summary
May 1988

Associate Professor at Institute of Information Sciences andElectronics, University of Tsukuba

April 1992

Associate Professor at Faculty of Engineering, University of Tokyo

April 1995

Associate Professor at Graduate School of Engineering, University ofTokyo

April 1998

Associate Professor at Engineering Research Institute, School ofEngineering, University of Tokyo

March 2001

Director, The Society of Instrument and Control Engineers

April 2006

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

March 2012

Director and Vice-President, The Society of Instrument and Control
Engineers and President, Control System Security Center

March 2013

Director and President, The Society of Instrument and Control
Engineers

April 2015

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

April 2018

Dean of Faculty of Informatics and Engineering, University of ElectroCommunications

Seiichi Shin
8

April 2020
Newly elected
Outside Director
October 2020
Independent Director

Professor Emeritus at University of Electro-Communications (topresent)
Director, Advanced Research Laboratory, Canon Medical Systems
Corporation (to present)

Current Position at the Company:

Responsibilities at the Company:––

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Seiichi Shin has held positions including Professor at Faculty of Informatics andEngineering, University of Electro-Communications. He is recommended for the
position of Outside Director as he is expected to make use of his high level of expertisecentered on measurement engineering and control engineering and his experiencedeveloped over his career to provide supervision from an independent standpoint, as
well as a wide range of advice and opinions, centered on technical development at theCompany.
Date of birth:

Special interest relationship with the Company:

May 8, 1954 (67 years old)–

Important concurrent position:

Number of shares of the Company held:

Director, Advanced Research Laboratory,
Canon Medical Systems Corporation

0 shares- 10 -

Candidate
No.

9

Name

Career summary
April 1972

Joined Toyota Motor Co., Ltd.

June 2004

Managing Officer of Denso Corporation

June 2007

Senior Managing Member of the Board of Denso Corporation

June 2010

Vice President and Member of the Board of Denso Corporation

June 2015

Vice Chairman and Member of the Board of Denso Corporation

February 2016

Advisor of Toyota Motor Corporation

April 2017

Senior Advisor of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation
Member of the Board of Denso Corporation

June 2018

Executive Vice President and Member of the Board of Directors of
Toyota Motor Corporation

Koji Kobayashi

April 2020

Member of the Board of Directors and Officer of Toyota Motor
Corporation (to present)

Newly elected
Outside Director

Current Position at the Company:

Responsibilities at the Company:––

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Koji Kobayashi is recommended for the position of Outside Director as he isexpected to make use of the extensive experience and wide-ranging expertise as amanagement executive over many years at Toyota Motor Corporation and othercompanies in order to provide advice and opinions related to the automobile industry
from a broad perspective to the management of the Company.
Date of birth:

Special interest relationship with the Company:

October 23, 1948 (72 years old)–

Important concurrent position:

Number of shares of the Company held:

Member of the Board of Directors andOfficer of Toyota Motor Corporation

0 shares

Notes: 1. The Company was created by the merger of Aichi Kogyo Co., Ltd. and Shinkawa Kogyo Co., Ltd.
in August 1965, becoming AISIN SEIKI CO., LTD. In April 2021, it merged with Aisin AW Co.,
Ltd. (which had changed its name from Aisin-Warner Ltd. in March 1988) and changed thecompany name to AISIN CORPORATION.
2. The age, position and responsibility of each candidate are accurate as of the date of this General
Meeting of Shareholders.
3. Mr. Tsunekazu Haraguchi and Ms. Michiyo Hamada are the candidates for Outside Directors
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies
Act. The Company has registered Mr. Tsunekazu Haraguchi and Ms. Michiyo Hamada as
Independent Directors as specified by Tokyo Stock Exchange, Inc.
4. Mr. Seiichi Shin and Mr. Koji Kobayashi are the candidates for Outside Directors stipulated in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. In the eventthat Mr. Seiichi Shin is elected as Director, he will be an Independent Director as specified by
Tokyo Stock Exchange, Inc.
5. The term of office of Mr. Tsunekazu Haraguchi as Outside Director of the Company will reachseven years at the closing of this General Meeting of Shareholders.
6. The term of office of Ms. Michiyo Hamada as Outside Director of the Company will reach five
years at the closing of this General Meeting of Shareholders.
7. The Company has entered into agreements with Mr. Tsunekazu Haraguchi and Ms. Michiyo
Hamada to limit the liability stipulated by Article 423, Paragraph 1 of the Companies Act to theamount stipulated by Article 425, Paragraph 1 of the Companies Act.
8. In the event that Mr. Seiichi Shin and Mr. Koji Kobayashi are elected as Directors, the Company
will enter into agreements with these individuals to limit the liability stipulated by Article 423,

- 11 -

Paragraph 1 of the Companies Act to the amount stipulated by Article 425, Paragraph 1 of theCompanies Act.
9. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form, each candidate will be covered by this insurance
policy upon taking office as Director. The Company is planning to renew this insurance policy in
September 2021, during the term of office of the Directors.

- 12 -

Proposal No. 2: Election of Three Audit & Supervisory Board Members
At the closing of this General Meeting of Shareholders, Audit & Supervisory Board Members Toshikazu
Nagura, Masayoshi Hotta, and Mitsuhisa Kato will resign their positions, and the term of office of Audit &Supervisory Board Member Ryo Kobayashi will expire. Therefore, the Company proposes the election of
three Audit & Supervisory Board Members.
The Audit & Supervisory Board has already approved this Proposal No. 2.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

Name

Career summary
April 1981

Joined the Company

June 2005

Managing Officer of the Company

June 2009

Senior Managing Director of the Company

June 2012

Director and Senior Managing Officer of the Company

June 2013

Director and Vice President of the Company

April 2020

Executive Vice President of the Company

June 2020

Director of the Company (to present)

Current Position at the Company:
Makoto Mitsuya

Director

Newly elected

The reasons why the Company elects him as a candidate for Audit & Supervisory Board
Member:1

Mr. Makoto Mitsuya has many years of management experience including as Director andExecutive Vice President of the Company prior to the management integration. He is
recommended as Audit & Supervisory Board Member as he is expected to make use of
his extensive managerial experience and broad insights inside and outside the Company
for the audit of the Company.
Date of birth:

Special interest relationship with the Company:

December 13, 1958 (62 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of EXEDY Corporation

49,083 shares- 13 -

Candidate
No.

Name

Career summary
March 2008

Joined the Company

January 2017

Assistant Section Chief in the Finance & Accounting Department of
the Company

January 2020

Manager of the Audit & Supervisory Board Office of the Company (topresent)

Current Position at the Company:
Manager of the Audit & Supervisory Board Office
Kiyomi Kato
2
Newly elected

The reasons why the Company elects her as a candidate for Audit & Supervisory Board
Member:Ms. Kiyomi Kato has served primarily in the accounting and audit fields at the Company
prior to the management integration, and in particular has extensive insights into mattersrelated to corporate law, finance, and accounting. She is recommended as Audit &Supervisory Board Member as she is expected to make use of the extensive experienceand insights which she has developed over her career for the audit of the Company.
Date of birth:

Special interest relationship with the Company:

November 6, 1963 (57 years old)–

Important concurrent position:

Number of shares of the Company held:–

4,300 shares- 14 -

Candidate
No.

Name

Career summary
April 2003

Junko Ueda
3

Newly elected
Outside Director
Independent Director
Female Director

Professor at Faculty of Modern Business Management, Sugiyama
Jogakuen University

April 2007

Professor at Shizuoka Law School

May 2008

Outside Corporate Auditor of OKAYA & CO., LTD. (to present)

April 2010

Professor at Faculty of Law, Kyushu University

April 2017

Professor at Aichi Law School (to present)

April 2021

Dean of Aichi Law School (to present)

Current Position at the Company:–
The reasons why the Company elects her as a candidate for Outside Audit & Supervisory
Board Member:
Ms. Junko Ueda has an extensive career including as Professor at Aichi Law School andOutside Auditor at another company. She is recommended as Outside Audit & Supervisory
Board Member as she is expected to make use of her expertise and broad experience
concerning corporate law accumulated throughout her career for the audit of the Company.
Date of birth:

Special interest relationship with the Company:

August 14, 1959 (61 years old)–

Important concurrent position:

Number of shares of the Company held:

Dean of Aichi Law School
Outside Corporate Auditor of OKAYA &CO., LTD.

0 shares

Notes: 1. The age and position of the above candidates for Audit & Supervisory Board Member are accurate
as of the date of this General Meeting of Shareholders.
2. Ms. Junko Ueda is a candidate for Outside Audit & Supervisory Board Member stipulated in
Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. In the eventthat she is elected as an Audit & Supervisory Board Member, she will be an Independent Director
as specified by Tokyo Stock Exchange, Inc.
3. In the event that Ms. Junko Ueda is elected as an Audit & Supervisory Board Member, theCompany will enter into an agreement with her to limit the liability stipulated by Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by Article 425, Paragraph 1 of theCompanies Act.
4. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form, each candidate will be covered by this insurance
policy upon taking office as an Audit & Supervisory Board Member. The Company is planning to
renew this insurance policy in September 2021, during the term of office of the Directors.

- 15 -

Proposal No. 3: Election of One Substitute Audit & Supervisory Board Member
In preparation for circumstances in which the number of auditors stipulated by law is not satisfied, this
proposal requests the election of one Outside Audit & Supervisory Board Member as a substitute for Outside
Audit & Supervisory Board Member Hikaru Takasu and for Ms. Junko Ueda, who will take office as an
Outside Audit & Supervisory Board Member in the event that Proposal No. 2 “Election of Three Audit &Supervisory Board Members” is approved. In the event that the candidate takes office as an Audit &Supervisory Board Member, the term of office shall be the remaining term of office of the predecessor. This
proposal shall remain in effect until the start of the next Annual General Meeting of Shareholders. However,it can be cancelled prior to the substitute taking office by a resolution at a Board of Directors Meeting withthe consent of the Audit & Supervisory Board.
The Audit & Supervisory Board has already approved this Proposal No. 3.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name

Hidenori Nakagawa
Newly elected
Outside Director

Career summary
April 1992

Registered as an attorney at law
Joined Nagashima & Ohno

September 1997

Kirkland & Ellis LLC

April 1998

Admitted to the New York State bar

September 1998

Legal Transactions Management Department, Tokyo Branch of Merrill Lynch
Japan International

April 2003

Seconded to UFJ Strategic Partners

July 2004

Joined TMI Associates as a partner (to present)

June 2019

Outside Corporate Auditor of Nice Corporation (to present)

December 2019

Outside Corporate Auditor of Airweave Inc. (to present)

Current Position at the Company:–
The reasons why the Company elects him as a candidate for Substitute Audit & Supervisory
Board Member:
Mr. Hidenori Nakagawa has been active as an attorney in fields including general corporate law
and compliance for many years, and also has experience as an outside auditor at other companies.
He is recommended for the position of Substitute Audit & Supervisory Board Member to make useof his high level of expertise, broad experience, and other characteristics for the audit of theCompany.
Date of birth:

Special interest relationship with the Company:

November 20, 1967 (53 years old)–

Important concurrent position:

Number of shares of the Company held:

Partner, TMI Associates
0 shares
Outside Corporate Auditor of Nice Corporation

Notes: 1. Mr. Hidenori Nakagawa is the candidate for Substitute Audit & Supervisory Board Member.
2. The age and position of the above candidate for Substitute Audit & Supervisory Board Member
are accurate as of the date of this General Meeting of Shareholders.
3. In the event that this proposal is approved in its current form and Mr. Hidenori Nakagawa takes
office as an Audit & Supervisory Board Member, the Company will enter into an agreement with
him to limit the liability stipulated by Article 423, Paragraph 1 of the Companies Act to the amountstipulated by Article 425, Paragraph 1 of the Companies Act.
4. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form and Mr. Hidenori Nakagawa takes office as an
Audit & Supervisory Board Member, he will be covered by this insurance policy. The Company isplanning to renew this insurance policy in September 2021.

- 16 -

<Reference>(1) Officer structure if Proposals No. 1 and No. 2 are approved

Directors

The skills and experience of Directors and Audit & Supervisory Board Members of the Company will
be as follows:
Company
management

Industryknowledge

Kanshiro
Toyoda〇〇〇Kiyotaka
Ise

〇

〇

〇

〇

Moritaka
Yoshida

〇

〇

〇

〇

Kenji
Suzuki〇〇〇

Shintaro
Ito〇〇

TsunekazuHaraguchi

OutsideIndependent

MichiyoHamadaOutsideIndependent
FemaleSeiichiShin

OutsideIndependent

Koji
Kobayashi
Audit & Supervisory
Board Members

Production
Technology engineering /development Manufacturing

Name

OutsideMakotoMitsuya
Kiyomi
Kato

FemaleHikaruTakasuOutsideIndependent

Junko
Ueda

OutsideIndependent
FemaleDX

Sales /
procurement

Finance /Accounting

Legal affairs/ CSR

Overseas
experience

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

(2) Policy and procedures for nominating candidates for Director and Audit & Supervisory Board Member
When appointing Directors and Audit & Supervisory Board Members of the Company, theCompany seeks the optimum balance of knowledge, experience and skills to ensure the suitable,
swift and fair decision-making for the purpose of achieving sustainable growth and increase ourvalue as a company in the medium and long term. The Company takes a comprehensive approach,including electing multiple Outside Directors with advanced expertise inside and outside theindustry. The Company is conscious of the importance of Group management and elects personnel
who have extensive experience and wide-ranging knowledge from subsidiaries in Japan andoverseas as Directors of the Company.
Regarding procedures for nomination, election, and dismissal, these matters are considered basedon the above policy by the Executive Nomination Council, at which independent Outside Directors
comprise a majority of the council members.

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