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: 5703
Date of sending by postal mail: June 3, 2024
Start date of measures for electronic provision: May 22, 2024
To our shareholders:
Ichiro Okamoto
President and CEO
Nippon Light Metal Holdings Company, Ltd.
1-1-13 Shimbashi, Minato-ku, Tokyo

Notice of the 12th Annual General Meeting of Shareholders
You are hereby notified of the 12th Annual General Meeting of Shareholders of Nippon Light Metal Holdings
Company, Ltd. (the “Company”), which will be held as per the attached details.
Upon the convocation of this Annual General Meeting of Shareholders, in accordance with laws and regulations andthe Company’s Articles of Incorporation, the Company has taken measures for providing information that constitutes
the content of Reference Documents for the General Meeting of Shareholders, etc. (matters for which measures forproviding information in electronic format are to be taken) in electronic format. The matters subject to measures forelectronic provision are posted on the following websites. Please access one of the websites and review the
information.
1 The Website of the Company
Please access the Company’s website below to view the “12th Annual General Meeting of Shareholders (held on
June 25, 2024).”(https://www.nikkeikinholdings.co.jp/ir/stock/p5.html) (in Japanese)
2 Website for Posted Informational Materials for the General Meeting of Shareholders
Please visit the website below to view informational materials for the General Meeting of Shareholders.
(https://d.sokai.jp/5703/teiji/) (in Japanese)
3 TSE Website (Listed Company Search)
Access the TSE website by using the Internet address shown below, enter “Nippon Light Metal Holdings” in“Issue name (company name)” or the Company’s securities code “5703” 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].”(https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show) (in Japanese)
If you are unable to attend the Meeting in person, you may exercise your voting rights by mail or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 5:30 p.m., on Monday, June 24, 2024 (JST).

1. Date and Time: Tuesday, June 25, 2024, at 10:00 a.m. (Reception scheduled to open at 9:00 a.m.) (JST)
2. Venue:
1-2-6 Shimbashi, Minato-ku, Tokyo“La Rose,” 5th floor, Dai-ichi Hotel Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 12th fiscal year (from April 1, 2023 to March
31, 2024), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor andthe Board of Auditors-1-2. Non-consolidated Financial Statements for the 12th fiscal year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Three Auditors
Proposal No. 4
Determination of Amount and Details of Performance-linked Stock Compensation Plan
for Directors
4. Matters Concerning Exercise of Voting Rights(1) If you exercise your voting rights by proxy, you must appoint one of the shareholders holding voting rights
as the proxy, and have your proxy submit a written document certifying the authority of proxy.
(2) If you do not indicate your approval or disapproval of each proposal on the voting form, we will assume thatyou have voted in favor of the proposal.
(3) If you exercise your voting rights via the Internet multiple times, only the last vote exercised will be treatedas valid.
(4) If you exercise your voting rights by mail and also place your vote via the Internet, whichever we received
last will be treated as valid. If we receive both on the same day, we will treat only your vote placed via theInternet as valid.

--

Although the documents including the matters subject to measures for electronic provision are delivered to shareholders who havemade a request for delivery of paper-based documents, in accordance with laws and regulations and the provision of the Company’s
Articles of Incorporation, the following are posted on the websites mentioned on the previous page. Therefore, they are not included
among said documents.
(i) Matters concerning the basic policy on the persons who control decisions on the Company’s financial and business policies (ii)Consolidated statement of changes in shareholders’ equity in the Consolidated Financial Statements(iii) Notes to the Consolidated Financial Statements (iv) Non-consolidated statement of changes in shareholders’ equity in the Nonconsolidated Financial Statements (v) Notes to the Non-consolidated Financial Statements
The documents that are delivered to shareholders who have made a request for delivery of paper-based documents are part of the
documents included in the scope of audits by the Auditors and the Accounting Auditor when they create their respective audit reports.
If revisions to the matters subject to measures for electronic provision arise, the Company will post a notice of the revisions and thedetails of the matters before and after the revisions on the websites mentioned on the previous page.
No souvenir gifts will be provided to shareholders who attend the General Meeting of Shareholders in person. We thank you for yourkind understanding.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

With regard to distributing profits, the Company has a basic policy to pay dividends to its shareholders, whilestrengthening its financial structure and managerial foundation, and comprehensively considering consolidated
performance, etc. from a mid-to-long-term standpoint.
The Company has given consideration to the business performance of the fiscal year and future business development,
etc., and it proposes to pay year-end dividends for this fiscal year of ¥40 per common share of the Company asfollows.
Accordingly, upon adding the interim dividends (¥10 per share), the dividend of surplus for the current fiscal year
will be ¥50 per share, the same amount as the previous fiscal year.
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥40 per common share of the Company
Total dividends: ¥2,477,710,920(3) Effective date of dividends of surplus
June 26, 2024

-3-

Proposal No. 2

Election of Nine Directors

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all 14 Directors will expire.
Therefore, the Company proposes to reduce the number of Directors by five and to elect nine Directors so that thepersonnel structure will place more emphasis on management oversight.
The candidates for Director are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

1

Ichiro Okamoto

President and CEO

2

Yasunori Okamoto

3

Shuichi Asakuno

4

Hiroyuki Matsudaira

5

Ryoichi Hayashi

Director

6

Keiko Tsuchiya

Director

7

Tatsuya Tanaka

Director

8

Tetsuhiro Hosono

9

Kiyoshi Miyake

Director
Assistant to President and Head of Personnel, General Affairs
and Accounting & Finance Administration Dept.
Director
Head of Central Product Safety & Quality Assurance
Administration Dept.
Director
Head of Central Planning Office and Business Transformation
OfficeCandidate
attributes
Reelection

Reelection

Reelection

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent
New election
Outside-4-

Candidate
No.

Name
(Date of birth)

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

Apr. 1981
June 2006
June 200911) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Director and Executive Officer of Nippon Light
Metal Company, Ltd.
June 2012
Senior Executive Officer of Nippon Light
Metal Company, Ltd.
Oct. 2012
Director, Head of Technology & Development
Administration Dept. and Head of Central
Product Safety & Quality Assurance
Administration Dept. of the Company
Jan. 2013
Manager of the Rolled Products business of
Nippon Light Metal Business Group of the
Ichiro Okamoto
Company(June 12, 1956)
June 2013
President and CEO of Nippon Light Metal
Reelection
1) 38,852 sharesCompany, Ltd.
Attendance at the Board of2) NoneDirectors’ meeting for fiscal(current position)
year 2023
June 2014
In charge of the Chemicals business of Nippon
13/13 (100%)
Light Metal Business Group of the Company
June 2015
President and CEO of the Company(current position)
June 2015
In charge of CSR & Auditing Administration
Dept. of the Company
Mar. 2023
In charge of the Metals & Industrial Parts
businesses of Nippon Light Metal BusinessGroup and the Nikkei MC Aluminium businessof Nippon Light Metal Business Group of theCompanySignificant concurrent positions outside the Company
President and CEO of Nippon Light Metal Company, Ltd.
[Reasons for nomination as candidate for Director]
Ichiro Okamoto has contributed to new product development processes, etc. as the person responsible for theTechnology & Development functions for many years. He has gained broad experiences and insight while taking
responsibility for the Company’s core businesses, namely the Rolled Products and Chemicals businesses. He has served
as President and CEO of the Company since June 2015. He possesses a wealth of experience and broad understanding
as a senior corporate manager for many years, is strengthening initiatives to social issues through business, and is
exercising strong leadership to sustainably improve the corporate value of the Company group (the “Group”).
Consequently, the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

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

Apr. 1980
June 2008
June 201221) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Officer of Nippon Light Metal Company, Ltd.
Executive Officer of Nippon Light Metal
Company, Ltd.
Oct. 2012
Officer, Head of Central Planning Office of theCompany
June 2013
Director and Head of Personnel, General
Affairs and Accounting & FinanceYasunori Okamoto
Administration Dept. of the Company(April 7, 1957)
Director of Nippon Light Metal Company, Ltd.
Reelection(current position)
1) 20,196 shares
Attendance at the Board of2) NoneJune 2014
Senior Executive Officer of Nippon Light
Directors’ meeting for fiscal
Metal Company, Ltd.
year 2023
June 2018
Assistant to President of the Company
13/13 (100%)(current position)
June 2020
Director and Executive Vice President of
Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director and Executive Vice President of Nippon Light Metal
Company, Ltd., Director of Toyo Aluminium K.K., and Outside
Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Director]
Yasunori Okamoto possesses a wealth of experiences in broad areas such as finance, strategic planning, personnel, andpurchasing, and is currently overseeing personnel, general affairs and accounting departments contributing to the
management of the Group as Director of the Company. In addition, since June 2018, he has worked as an Assistant to
the President. Consequently, the Company judges his experiences and insight gained through the above to beindispensable to the management of the Group, and proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

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

Apr. 1988
Apr. 2007

3

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Head of Tochigi plant of Nikkei MC
Aluminium Co., Ltd.
June 2010
Head of Overseas Management Department of
Nikkei MC Aluminium Co., Ltd.
June 2012
Head of Sales Department of Nikkei MC
Aluminium Co., Ltd.
June 2013
Executive Officer of Nikkei MC Aluminium
Co., Ltd.
June 2016
Operating Officer of Nikkei MC Aluminium
Co., Ltd.
Shuichi Asakuno
June 2017
Representative Director, President of Nikkei(October 31, 1964)
MC Aluminium Co., Ltd.
Reelection
1) 6,456 shares
June 2021
Director of the Company, Director, Executive
Attendance at the Board of2) NoneOfficer of Nippon Light Metal Company, Ltd.
Directors’ meeting for fiscal(current position)
year 2023
June
2021
In
charge of the Metals & Industrial Parts
13/13 (100%)
businesses of Nippon Light Metal BusinessGroup and the Nikkei MC Aluminium businessof Nippon Light Metal Business Group of theCompany
Mar. 2023
Head of Central Product Safety & Quality
Assurance Administration Dept. of theCompany(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd.
[Reasons for nomination as candidate for Director]
Shuichi Asakuno has demonstrated his skills over many years in charge of aluminum metal and alloys business and has
made significant contributions to aluminum recycling, a sustainability issue. Since March of last year, as Head ofCentral Product Safety & Quality Assurance Administration, he has been engaged in rebuilding the quality assurance
system, which has been a challenge for the Group. The Company judges his experiences and insight gained through theabove to be indispensable to the management of the Group, and proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

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

Apr. 1989
Aug. 200941) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Shin Nikkei Company, Ltd.
General Manager, Business Administration
Department of Shin Nikkei Company, Ltd.
June 2010
Deputy General Manager, Finance Group,
Accounting Finance Department of Nippon
Light Metal Company, Ltd.
July 2014
General Manager, Finance Group, Accounting
Finance Department of Nippon Light Metal
Company, Ltd.
July 2017
Senior Manager of Planning Dept. of Nippon
Light Metal Company, Ltd.
June 2018
Officer, Head of Planning Dept. of Nippon
Hiroyuki MatsudairaLight Metal Company, Ltd.
(September 29, 1966)
June 2021
Head of Central Planning Office of theReelection
1) 6,376 sharesCompany
Attendance at the Board of2) NoneExecutive Officer of Nippon Light Metal
Directors’ meeting for fiscal
Company, Ltd.
year 2023
13/13 (100%)(current position)
June 2021
Officer of the Company
June 2022
Director of the Company, Director of Nippon
Light Metal Company, Ltd.
(current position)
Apr. 2023
Head of Business Transformation Office of theCompany(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., Auditor of Toyo Aluminium K.K., and Chairman of Nikkei(Shanghai) International Trading Co., Ltd.
[Reasons for nomination as candidate for Director]
Hiroyuki Matsudaira has many years of experience in fields such as finance and planning. He has been in charge of theplanning department as a Director of the Company since June 2022, leading the formulation of the medium-term
management plan starting in fiscal year 2023. Since April of last year, as Head of the Business Transformation Office,he has been promoting management reform and strengthening internal control measures. The Company judges his
experiences and insight gained through the above to be indispensable to the management of the Group, and proposes his
reelection as Director.

-8-

Candidate
No.

Name
(Date of birth)

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

Apr. 1974
Apr. 2002

51) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Mitsubishi Corporation
General Manager of International Petroleum
Unit and General Manager of International
Petroleum Business Planning & Development
Ryoichi Hayashi
Office of Mitsubishi Corporation(June 6, 1951)
Apr. 2007
Senior Vice President and Division COO of
Reelection
Carbon & LPG Business Div. of Mitsubishi
OutsideCorporation
1) 6,405 shares
IndependentMar. 2012
President of MMP K.K.
2) NoneAttendance at the Board of
July 2012
Senior Corporate Counsellor of Energy
Directors’ meeting for fiscal
Business Group of Mitsubishi Corporation
year 2023
June 2013
Outside Director of the Company
13/13 (100%)(current position)
Mar. 2014
Director of Tokai Carbon Co., Ltd.
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfill ifelected]Ryoichi Hayashi possesses in-depth insight through his experiences as a senior corporate manager of the trading
company for many years, and worked as Director of other companies. Furthermore, as an outside Director of theCompany, he has provided appropriate proposals about management of the Company from an independent point ofview. The Company judges that he will help maintain impartiality of the management of the Company by monitoringand overseeing its management based on his broad experiences and deep insight. Thus, we propose his reelection as
outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as an independent
director as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent director to continue.

-9-

Candidate
No.

Name
(Date of birth)

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

Apr. 1981
Jan. 1994

61) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined DENTSU INC.
Development Manager and HR Planning &Organizational Effectiveness Director of
Nippon Becton, Dickinson and Company, Ltd.
July 2004
Chief Researcher & Producer of Human Value,
Inc.
Oct. 2005
Executive Officer, Head of HR Division, AsiaKeiko Tsuchiya
Pacific Region of GE Toshiba Silicones Co.,(May 13, 1960)
Ltd. (currently Momentive Performance
Reelection
Materials Japan LLC)
Outside1) 4,775 sharesJan. 2009
Senior HR Manager of Cisco Co., Ltd.
Independent2) NoneFeb. 2011
Vice President, Human Resources Division of
Attendance at the Board ofJohnson & Johnson K.K.
Directors’ meeting for fiscal
year 2023
Aug. 2015
Director, Head of HR Division of Adecco Ltd.
13/13 (100%)Jan. 2016
Head of People Value Division of Adecco Ltd.
June 2020
Outside Director of the Company(current position)
Jan. 2022
Director of Modis Ltd. (currently AKKODiS
Consulting Ltd.)
Significant concurrent positions outside the Company
Outside Director of TAIYO HOLDINGS CO., LTD.
[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfill ifelected]Keiko Tsuchiya has management experience as a Director of a temporary staffing and recruitment operator, as well as
extensive knowledge of the field of human resources, and currently serves as an outside Director of the pure holding
company that oversees manufacturing companies. Furthermore, as an outside Director of the Company, she has
provided appropriate proposals about management of the Company from an independent point of view. The Company
judges that she will help maintain impartiality of the management of the Company by monitoring and overseeing its
management based on her broad experiences and deep insight. Thus, we propose her reelection as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, she will fulfill theimportant responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to
the Board of Directors. She is also expected to supervise and monitor management of the Company from a neutral
position in order to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that she has been designated as an independent
director as provided for by the aforementioned exchange. If her reelection is approved, the Company plans for her
appointment as an independent director to continue.

- 10 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1980
Apr. 2005

71) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Fujitsu Limited
Director of the Board and Vice President of
Fujitsu (China) Holdings Co., Ltd
Apr. 2012
Corporate Vice President, Head of
Manufacturing Industry Business Unit of
Fujitsu Limited
May 2013
Head of Manufacturing Industry Business Unitof the Industrial/Logistics Sales Group of
Fujitsu Limited
Tatsuya Tanaka
Apr. 2014
Corporate Senior Vice President, Head of Asia
(September 11, 1956)
Region of Fujitsu Limited
Reelection
Jan. 2015
Corporate Executive Officer, SEVP of Fujitsu
OutsideLimited1) 2,015 shares
Independent
June 2015
Representative Director, President of Fujitsu
2) NoneAttendance at the Board ofLimitedDirectors’ meeting for fiscal
June 2019
Director, Chairman of Fujitsu Limited
year 2023
Apr. 2020
Director, Chairman of Fujitsu Marketing
13/13 (100%)
Limited
Oct. 2020
Director, Chairman of Fujitsu Japan Limited
June 2021
Outside Director of the Company(current position)
Apr. 2022
Senior Advisor of Fujitsu Japan LimitedSignificant concurrent positions outside the Company
Outside Director, Audit and Supervisory Committee Member of
UBE Corporation; Outside Director of Asahi Mutual Life
Insurance Company[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfill ifelected]
Tatsuya Tanaka has been involved in the management of IT and information systems companies that represent Japan formany years, and has a wealth of experience in overseas businesses, such as in China and Singapore. Furthermore, as an
outside Director of the Company, he has provided appropriate proposals about management of the Company from an
independent point of view. The Company judges that he will help maintain impartiality of the management of theCompany by monitoring and overseeing its management based on his broad experiences and deep insight. Thus, we
propose his reelection as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as an independent
director as provided for by the aforementioned exchange. If his reelection is approved, the Company plans for his
appointment as an independent director to continue.

- 11 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1976

8

Tetsuhiro Hosono(December 14, 1952)
New election
OutsideIndependent

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Ministry of International Trade andIndustry
Apr. 1985
First Secretary, Embassy of Japan in Malaysiaof Ministry of Foreign Affairs
Apr. 1993
Counsellor, Embassy of Japan in Germany of
Ministry of Foreign Affairs
Sept. 1996
Director, Foreign Exchange and Trade Finance
Division, Trade Bureau of Ministry ofInternational Trade and Industry
June 1999
Director, International Economic Affairs
Division, International Economic Affairs
Department, Trade Policy Bureau of Ministryof International Trade and Industry
June 2000
Director, Policy Planning and Coordination
Division of Ministry of International Trade andIndustry
June 2002
Director-General for Natural Resources andFuel Department of Agency for Natural
Resources and Energy
June 2004
Director-General for Natural Resources andEnergy Policy of Agency for Natural Resources
and Energy
1) 0 shares
July 2006
Director-General, Manufacturing Industries
2) NoneBureau of Ministry of Economy, Trade andIndustry
July 2009
Commissioner of Japan Patent Office
Aug. 2010
Director-General of Agency for Natural
Resources and Energy
May 2012
Advisor to Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
June 2015
Executive Director of The Middle East Instituteof Japan(current position)
June 2016
President and Representative Director of JECC
Corporation
Apr. 2018
Chairman & CEO of Japan Oil, Gas and Metals
National Corporation (currently Japan
Organization for Metals and Energy Security)
June 2023
President of Japan Patent Information
Organization(current position)
Significant concurrent positions outside the Company
Executive Director of The Middle East Institute of Japan;
President of Japan Patent Information Organization- 12 -

1) Number of theCompany’s
shares owned
Candidate
Name
Career summary, position and responsibility in the Company
2) Relationship ofNo.
(Date of birth)
Significant concurrent positions outside the Company
special interestin the Company[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfill ifelected]Tetsuhiro Hosono has extensive experience in public administration in technology, manufacturing, metals, and energy,
as well as global knowledge in the areas of international economics and finance. In recent years, he has also
demonstrated his management skills by serving as a representative of a corporation. The Company judges that he will
help maintain impartiality of the management of the Company by monitoring and overseeing its management based on
his broad experiences and deep insight. Thus, we propose his election as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
If his election is approved, the Company plans to designate him as independent director as provided for by the Tokyo
Stock Exchange.

- 13 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1983
Apr. 2010

9Notes:

1.
2.
3.

4.

5.

6.

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined The Dai-Ichi Kangyo Bank, Limited
Executive Officer, General Manager of Asia
Financial Solution Division of Mizuho
Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
Apr. 2012Managing Executive Officer, Head of East Asiaof Mizuho Corporate Bank, Ltd.
Apr. 2016
Deputy President (Representative Director) of
Kiyoshi Miyake
Mizuho Bank, Ltd.
(June 7, 1960)
1) 0 shares
Apr. 2020
Chairman of Mizuho Securities Co., Ltd.
New election2) NoneJune 2022
President & Representative Director of ChuoOutside
Nittochi Group Co., Ltd.; President &Representative Director of Chuo-Nittochi Co.,Ltd.
(current position)
Significant concurrent positions outside the Company
President & Representative Director of Chuo-Nittochi Group
Co., Ltd.; President & Representative Director of Chuo-NittochiCo., Ltd.
[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfill ifelected]Kiyoshi Miyake possesses in-depth insight through his experiences as a senior corporate manager of the financial
institutions for many years, and works as a representative director and president of a business company. The Company
judges that he will help maintain impartiality of the management of the Company by monitoring and overseeing its
management based on his broad experiences and deep insight. Thus, we propose his election as outside Director.
As a member of the Nomination and Remuneration Committee established by the Company, he will fulfill the important
responsibility of deliberating issues related to nomination and remuneration of Directors, etc. and reporting to the Boardof Directors. He is also expected to supervise and monitor management of the Company from a neutral position in order
to increase the mid-to-long-term corporate value.
Ryoichi Hayashi, Keiko Tsuchiya, Tatsuya Tanaka, Tetsuhiro Hosono and Kiyoshi Miyake are candidates for outside
Director.
Ryoichi Hayashi, a candidate for outside Director, was non-executive Director of Nippon Electrode Co., Ltd. from March2012 to June 2012.
Kiyoshi Miyake, a candidate for outside Director, has been a person who executes the business of Mizuho Bank, Ltd., aspecified related party (major business partner) of the Company, for the past ten years. His positions and responsibilities
are described under his “Career summary, position and responsibility in the Company” section.
Tenure since the candidates for outside Director assumed office as outside Director of the Company(1) At the conclusion of this Annual General Meeting of Shareholders, Ryoichi Hayashi’s tenure as outside Director of
the Company will have been 11 years.
(2) At the conclusion of this Annual General Meeting of Shareholders, Keiko Tsuchiya’s tenure as outside Director of
the Company will have been four years.
(3) At the conclusion of this Annual General Meeting of Shareholders, Tatsuya Tanaka’s tenure as outside Director of
the Company will have been three years.
(4) Tetsuhiro Hosono and Kiyoshi Miyake are new candidates for outside Director.
Limited Liability Agreements with Candidates for Outside Director
Ryoichi Hayashi, Keiko Tsuchiya, and Tatsuya Tanaka, candidates for outside Director, are currently outside Directors of
the Company and the Company has entered into agreements with them to limit their liability for damages under Article
423, paragraph (1) of the Companies Act. The maximum amount of liability for damages under agreements is the higherof either ¥7 million or the minimum liability amount provided for under laws and regulations. If the reelection of them isapproved, the Company plans to renew the aforementioned agreement with them. If the election of Tetsuhiro Hosono andKiyoshi Miyake, candidates for outside Director, is approved, the Company plans to enter into the same agreement withthem.
Directors and Officers Liability Insurance Policy Covering Candidates for Director- 14 -

The Company has concluded a directors and officers liability insurance policy covering Directors, Auditors, and Officersof the Company and certain subsidiaries of the Company. Insurance premiums are borne by the Company.
This insurance policy is intended to supplement damages, litigation expenses, and attorney fees borne as a result of theinsured facing litigation from shareholder representatives and other third parties. However, there are certain reasons forcoverage exclusion, such as performance of an illegal act with full knowledge of its illegality, in which the resulting
damages will not be reimbursed.
Among the candidates for Director in this proposal, those candidates for reelection are already insureds under the policy,
and will continue to be such after their election. Moreover, those candidates for new election will become newly insureds
after their election.
In addition, when the insurance policy is renewed, the Company plans to renew the policy with the same terms.
7. There are no other relationships that should be disclosed between any other companies that the candidate for outside
Director concurrently works for (as an executive director or an outside officer) and the Group.
8. On March 29, 2023, the Company received the Investigation Report from the Special Investigation Committee (establishedin June 2021) and announced that 214 incidents of improper conduct related to manufacturing methods, testing andinspection methods, handling of testing and inspection results, and reporting and publication had been conducted at 18
companies and 36 business sites in the Group.
Candidates for outside Director Ryoichi Hayashi, Keiko Tsuchiya and Tatsuya Tanaka, who were in office as outside
Directors of the Company at the time of the announcement, were unaware of the matter until it was discovered. However,they have regularly made statements from the standpoint of emphasizing compliance and strengthening the Group
governance system at meetings of the Company’s Board of Directors, etc. Furthermore, since the discovery of this matter,they have expressed their opinions on the investigation of the facts and the cause of the incident from an objective
perspective independent of the Company and made necessary recommendations on measures to prevent such an eventfrom occurring again, including the promotion of management reforms and the strengthening of internal control measures.
After formulating measures to prevent recurrence, they have fulfilled their responsibilities by receiving regular reports on
the progress of such measures at meetings of the Board of Directors, etc., and by actively and constructively making
proposals regarding the implementation of measures to prevent recurrence, the strengthening of governance systems, andother management reforms.
9. The numbers of the Company’s shares owned by the candidates for Director include their holdings in officers’ stock
ownership plan of the Company.

- 15 -

Proposal No. 3

Election of Three Auditors

At the conclusion of this Annual General Meeting of Shareholders, Auditor Kotaro Yasuda will resign and the termsof office of Auditors Yoshiki Sato and Jinseki Kim will expire. Therefore, the Company proposes the election of three
Auditors.
In addition, the consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidates for Auditor are as follows:
Candidate
No.

Name

Current position and responsibility in the Company

Candidate
attributes
New election

1

Yuji Suzuki

Officer
Head of Technology & Development Administration Dept. of
the Company

2

Yoshiki Sato

Auditor3

Jinseki Kim

AuditorCandidate
No.

Name(Date of birth)

Reelection
OutsideIndependent
Reelection
OutsideIndependent

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

Apr. 1985
Apr. 1997

11) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Seconded to Alcan Smelters and Chemicals
Ltd.
Sept. 2002
Manager, Casting Section, Nagoya Plant of
Nippon Light Metal Company, Ltd.
Apr. 2008
General Manager, Casting Development Center,
Technology and Development Group of Nippon
Light Metal Company, Ltd.
Apr. 2013
General Manager, Group Casting Center of
Nippon Light Metal Company, Ltd.
Yuji Suzuki
1) 3,325 shares(May 5, 1961)
June 2016
Officer, General Manager of Group Research2) NoneNew election
and Development Center, Technology andDevelopment Group of Nippon Light Metal
Company, Ltd.
June 2023
Officer, Head of Technology & Development
Administration Dept. of the Company
Executive Officer of Nippon Light Metal
Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Executive Officer of Nippon Light Metal Company, Ltd.
[Reasons for nomination as candidate for Auditor]
Yuji Suzuki possesses deep insight into the Group’s technology from his experience in manufacturing and research anddevelopment departments, mainly in the casting field. In recent years, he has also served as Head of Technology &Development Administration Dept. of the Company, and is well versed in organizational operation of the Group’sbusiness and operational processes. The Company judges that he is capable of objectively undertaking appropriate
audits in order to strengthen the Group’s governance based on this broad experience and insight. Thus, we propose hiselection as Auditor.

- 16 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1972
Apr. 2003

2

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Asahi Mutual Life Insurance Company
Executive Officer of Asahi Mutual Life
Insurance Company
Apr. 2004
Managing Executive Officer of Asahi MutualLife Insurance Company
Yoshiki Sato
July 2004
Director and Managing Executive Officer of(December 5, 1949)
Asahi Mutual Life Insurance Company
Reelection
July 2008
President and Representative Director of Asahi
OutsideMutual Life Insurance Company
Independent
Apr. 2017
Chairman and Representative Director of Asahi
Attendance at the Board of
Mutual Life Insurance Company
1) 0 shares
Directors’ meeting for fiscal
2) NoneApr. 2019
Chairman and Director of Asahi Mutual Life
year 2023
Insurance Company
13/13 (100%)
June 2020
Outside Auditor of the Company
Attendance at the Board of(current position)
Corporate Auditors meeting for
July
2021
SpecialAdvisor to Asahi Mutual Life Insurance
fiscal year 2023
Company
13/13 (100%)(current position)
Significant concurrent positions outside the Company
Special Advisor to Asahi Mutual Life Insurance Company;
President of National Federation of UNESCO Associations inJAPAN; Outside Director of FUJI KYUKO CO., LTD.
[Reasons for nomination as candidate for outside Auditor]
Yoshiki Sato possesses broad experiences and deep insight from a long history of involvement in the management of
the financial institution and from serving as an outside officer of companies in various industries. The Company judgesthat he will contribute to securing fairness in the management of the Company by utilizing his experience and insight tothe audit of the Company. Thus, the Company proposes his election as outside Auditor. The Company has submitted
notification to the Tokyo Stock Exchange that he has been designated as an independent auditor as provided for by the
aforementioned exchange. If his reelection is approved, the Company plans for his appointment as an independent
auditor to continue.

- 17 -

Candidate
No.

Name
(Date of birth)

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

Dec. 1992
Oct. 1994

3

Notes:

1.
2.
3.

4.

5.

6.
7.

1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Tomono Tax Accounting Office
Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
June 2003
Joined KPMG AZSA & Co. (currently KPMG
Jinseki Kim
AZSA LLC)(June 4, 1965)
July
2004
Seconded
to KPMG LLP in the UK
Reelection
Aug.
2007
Returnedtopost at KPMG AZSA & Co.
OutsideJuly
2015
Established
JinsekiKim CPA Office
Independent(current
position)
Attendance at the Board of1) 1,344 sharesDec. 2015
CEO of Accounting Workshop Co., Ltd.
Directors’ meeting for fiscal
2) Noneyear 2023(current position)
13/13 (100%)
June 2018
Substitute Auditor of the Company
Attendance at the Board ofDec. 2018
Representative of Nozomy Audit Corporation
Corporate Auditors meeting for(current position)
fiscal year 2023
June 2020
Outside Auditor of the Company
13/13 (100%)(current position)
Significant concurrent positions outside the Company
Certified public accountant, CEO of Accounting Workshop Co.,
Ltd., and Representative of Nozomy Audit Corporation[Reasons for nomination as candidate for outside Auditor]
Jinseki Kim is a completely independent certified public accountant, in no client relationship with the Company, andpossesses considerable insight in finance and accounting as well as experiences as a professional. The Company judgesthat he will contribute to securing fairness in the management of the Company by utilizing his experience and insight tothe audit of the Company. Thus, the Company proposes his election as outside Auditor. The Company has submitted
notification to the Tokyo Stock Exchange that he has been designated as an independent auditor as provided for by the
aforementioned exchange. If his reelection is approved, the Company plans for his appointment as an independent
auditor to continue.
Yuji Suzuki, a candidate for Auditor, intends to resign as Executive Officer of Nippon Light Metal Company, Ltd. on June25, 2024.
Yoshiki Sato and Jinseki Kim are candidates for outside Auditor.
Tenure since the candidates for outside Auditor assumed office as outside Auditor of the Company
At the conclusion of this Annual General Meeting of Shareholders, Yoshiki Sato’s and Jinseki Kim’s tenure as outside
Auditor of the Company will have been four years.
Limited liability agreements with candidates for outside Auditor
Yoshiki Sato and Jinseki Kim, candidates for outside Auditor, are currently outside Auditors of the Company and theCompany has entered into agreements with them to limit their liability for damages under Article 423, paragraph (1) of
the Companies Act. The maximum amount of liability for damages under agreements is the higher of either ¥7 million or
the minimum liability amount provided for under laws and regulations. If the reelection of them is approved, the Company
plans to renew the aforementioned agreement with them.
Directors and officers liability insurance policy covering candidates for Auditor
The Company has concluded a directors and officers liability insurance policy covering Directors, Auditors, and Officersof the Company and certain subsidiaries of the Company. Insurance premiums are borne by the Company.
This insurance policy is intended to supplement damages, litigation expenses, and attorney fees borne as a result of theinsured facing litigation from shareholder representatives and other third parties. However, there are certain reasons forcoverage exclusion, such as performance of an illegal act with full knowledge of its illegality, in which the resulting
damages will not be reimbursed.
Yuji Suzuki, Yoshiki Sato and Jinseki Kim, candidates for Auditor, are already insured under the policy, and will continue
to be such after their election.
In addition, when the insurance policy is renewed, the Company plans to renew the policy with the same terms.
There are no other relationships that should be disclosed between any other companies that the candidates for outside
Auditor concurrently work for (as an executive director or an outside officer, etc.) and the Group.
On March 29, 2023, the Company received the Investigation Report from the Special Investigation Committee (establishedin June 2021) and announced that 214 incidents of improper conduct related to manufacturing methods, testing and- 18 -

inspection methods, handling of testing and inspection results, and reporting and publication had been conducted at 18
companies and 36 business sites in the Group.
Candidates for outside Auditor Yoshiki Sato and Jinseki Kim, who were in office as outside Auditors of the Company atthe time of the announcement, were unaware of the matter until it was discovered. However, they have regularly madestatements from the standpoint of emphasizing compliance and strengthening the Group governance system at meetingsof the Company’s Board of Directors, etc. Furthermore, since the discovery of this matter, they have expressed theiropinions on the investigation of the facts and the cause of the incident from an objective perspective independent of theCompany and made necessary recommendations on measures to prevent such an event from occurring again, including
the promotion of management reforms and the strengthening of internal control measures. After formulating measures toprevent recurrence, they have fulfilled their responsibilities by receiving regular reports on the progress of such measuresat meetings of the Board of Directors, etc., and by actively and constructively making proposals regarding theimplementation of measures to prevent recurrence, the strengthening of governance systems, and other management
reforms.
8. The numbers of the Company’s shares owned by the candidates for Auditor include their holdings in officers’ stock
ownership plan of the Company.

- 19 -

<Reference> Skills Matrix of the Company’s Board of Directors
To ensure that the Board of Directors appropriately fulfills its decision-making and supervisory functions in light ofthe medium- to long-term management direction and business strategy, and to maintain a more transparent
governance system, the Company’s Board of Directors is composed of a diverse range of individuals with various
skills, etc. (knowledge, experience, etc.).
If Proposal No. 2 (Election of Nine Directors) and Proposal No. 3 (Election of Three Auditors) are approved at thisAnnual General Meeting of Shareholders as proposed, the composition of the Company’s Board of Directors and theskills and qualifications of each Director and each Auditor will be as follows.
Skill Matrix
Name

Ichiro Okamoto
Yasunori Okamoto
Shuichi Asakuno
Hiroyuki Matsudaira
Ryoichi Hayashi
Keiko Tsuchiya
Tatsuya Tanaka
Tetsuhiro Hosono
Kiyoshi Miyake
Hideo Hirosawa
Yuji Suzuki

Position

Manufacturing

Sales /

Corporate& Technology

Marketing/Management

R&D

Product

IT

Development○○

President and CEO○

Director○

Director
Director
Outside Director(Independent)
Outside Director(Independent)
Outside Director(Independent)
Outside Director(Independent)
Outside Director

Governance
Finance /Risk

Personnel/

Accounting /Management/

HR

Legal &Development

Banking

Compliance

○
○

○

○

○

○
○

○
○

○

○

○

○

○

○

○

○

○

○

○

○

○
○
○

Full-time Auditor○

GlobalExperience

○

○

○

○

○

○

○
○

Full-time Auditor○○
Outside Auditor○○○○
Yoshiki Sato
(Independent)
Outside Auditor○
Shintaro Kawai(Independent)
Outside Auditor○○○
Jinseki Kim(Independent)* The above matrix is a list of skills and other attributes that each person possesses that the Company considers particularly important.
This does not represent all of the skills and other attributes possessed by each person.

- 20 -

<Reference> Independent Criteria for Outside Officers
If it is judged that no following item is applicable in an investigation carried out to outside Directors and outside
Auditors (in this criteria, the “outside Officers”) within a reasonable scope at the Company, then it will be judgedthat the person has independency.
1. A person to which the below is applicable now or in the past ten years(1) A business executor of the Company or a subsidiary of the Company (in this criteria, the “Group”) (Note1)
2. A person to which any of the below is applicable, now or in the past three years(1) A major shareholder of the Company (Note 2), a person for which the Group is a major shareholder, or abusiness executor thereof(2) A major business partner of the Group (Note 3), a person for which the Group is a major business partner(Note 4), or a business executor thereof(3) A major lender of the Group (Note 5) or a business executor thereof(4) A person who belongs to an audit corporation that is the Accounting Auditor of the Group(5) A person, or a person who belongs to a group, who has received remuneration pertaining to a specialist
service exceeding ¥10 million per year other than officer remuneration from the Group (Note 6) (However,
if an advisory agreement has been executed with the Group, then the amount is immaterial.)(6) A person, or a business executor of a group, who has received a donation exceeding ¥10 million per year
from the Group(7) A business executor of a company who has appointed a business executor of the Group as an officer
3. A spouse or relative within the second degree of kinship of a person listed in item 1. or 2. above (however, forbusiness executors, excluding employees who are lower in rank than general manager)
4. Other than a person above, a person that might have a conflict of interest with an ordinary shareholder and forwhom it is reasonably judged that there are circumstances suggesting that the person cannot fulfill the duties ofan outside Officer
Note 1: This refers to executive directors, executive officers, officers, and any other persons or employees equivalent to any of those.
When judging the independence of an outside Auditor, non-executive directors are included.
Note 2: This refers to a person who directly or indirectly holds voting rights that constitute 10% or more of all voting rights.
Note 3: This refers to a person who is a business partner group (i.e., a company that belongs to a consolidated group belonging to a
direct business partner) to which the Group provides products or services and for whom, taking an average over the past threefiscal years, the total transactional value of the Group’s transactions with the business partner group exceeds 2% of consolidated
sales of the Group.
Note 4: This refers to a person who is a business partner group that provides products or services to the Group and for whom, taking an
average over the past three fiscal years, the total transactional value of transactions between the Group and the business partnergroup exceeds ¥100 million and exceeds 2% of consolidated sales (if the business partner group does not prepare consolidatedbalance sheets, then the net sales of the business partner group) of the Group.
Note 5: This refers to a person who is a financial institution group (i.e., a company that belongs to a consolidated group to which a direct
lender belongs) that lends to the Group and for whom, taking an average over the past three fiscal years, the total amountborrowed by the Group from the financial institution group exceeds 2% of consolidated total assets of the Group.
Note 6: This refers to consultant, certified public accountant, licensed tax accountant or attorney at law fees, etc.

- 21 -

Proposal No. 4

Determination of Amount and Details of Performance-linked Stock Compensation Plan for
Directors

1. Reasons for the proposal and reasons why the compensation plan is appropriate
Previously, the compensation for Directors of the Company consisted of “base compensation,” “performancebased compensation” and “restricted share-based compensation.” However, the Company will not grant any new“restricted share-based compensation” and it has proposed to introduce a new performance-linked stockcompensation plan (the “Plan”) using a trust for its Directors (excluding outside Directors as stated below). It is
proposed that details within the following scope be left entirely to the discretion of the Board of Directors of theCompany.
The Plan is intended to further clarify the link between Director’s compensation and the Company’s businessperformance and share value, and by sharing benefits and risks of share price fluctuations with our shareholders,enhance Directors’ awareness of the need to contribute to improving medium- to long-term business performanceand increasing corporate value, as well as provide an incentive to Directors aiming at continuing to increase
corporate value even after the delivery of shares by restricting the transfer of shares until the retirement of the
Director. In this proposal, the “retirement” of the Director is defined as ceasing to be either a Director, an Officerof the Company or a director of certain subsidiaries of the Company.
This proposal states that the compensation under the Plan will be paid to Directors (excluding outside Directors;
the same applies hereinafter), apart from the maximum amount of compensation for Directors approved at the
1st Annual General Meeting of Shareholders held on June 27, 2013 (up to ¥396 million per year; however, thisdoes not include the employee salary portion of Directors who concurrently serve as employees).
Policies related to determination of remuneration, etc. for individual Directors of the Company are as describedin detail in the Business Report, 3. Matters Concerning the Company’s Corporate Officers (4) Remuneration,etc. of Directors and Auditors (ii) *(in Japanese original only). Subject to the approval of this proposal, the Boardof Directors resolved at its meeting held on May 15, 2024, based on the report of the Nomination andRemuneration Committee (the majority of the members of which are composed of outside Directors and chairedby an outside Director), to change the content of the policies as described in <Reference> at the end of this
proposal. The Company deems the contents of this proposal to be appropriate because they are necessary andreasonable to achieve the purposes of said policy after the change and the introduction of the Plan.
Subject to the approval and adoption of Proposal 2, “Election of Nine Directors” as originally proposed, thenumber of eligible Directors for the Plan will be four (excluding outside Directors).
Note: If this proposal is approved as proposed, the same performance-linked stock compensation plan as that for Directors will be
introduced for Officers of the Company and directors of certain subsidiaries of the Company (collectively, the “Officers, etc.”).

At the Ninth Annual General Meeting of Shareholders held on June 25, 2021, the adoption of the restricted sharebased compensation for Directors of the Company was approved. Subject to the approval of this proposal asoriginally proposed, the Company will abolish the compensation limit for restricted share-based compensation.
2. Compensation amounts and details under the Plan
(1) Outline of the Plan
The Plan is a share compensation plan, under which, a trust that the Company establishes by contributing
money (the “Trust”) will acquire the shares of common stock of the Company (the “Company Shares”),
and the number of the Company Shares equivalent to the number of points granted to each Director by theCompany will be delivered to each Director through the Trust; however, as stated in 3. below, such sharesshall be subject to transfer restrictions by entering into a restricted transfer agreement between the
Company and each Director.
There are two types of points granted under the Plan: base points and performance-linked points.
Directors, who are in office during the period of approximately two years from the day following the dateof conclusion of this Annual General Meeting of Shareholders to the date of conclusion of the Annual
General Meeting of Shareholders in June 2026 (the “eligible period for base points”), will be granted thebase points and delivered the shares equivalent to the base points that have been granted to Directors.
Directors, who are in office during the period of two years from the fiscal year ending March 31, 2025, tothe fiscal year ending March 31, 2026 (the “eligible period for performance-linked points”), will be granted
the performance-linked points and delivered the shares equivalent to the performance-linked points thathave been granted to Directors. (The eligible period for performance-linked points mentioned above and- 22 -

the eligible period for base points to which the end date of the eligible period for performance-linked points
belongs are, collectively or individually, referred to as the “eligible period”; however, the eligible period
may be extended as specified in (2) below.)
In principle, the Company Shares equivalent to either type of points are delivered to Directors at a certain
time in each fiscal year during the Trust period.
(i)

Eligible personnel for the Plan
Eligible period forbase points(ii)

Eligible period

Eligible period for
performance-linked
pointsDirectors of the Company (excluding outside Directors)
From the day following the date of conclusion of this Annual
General Meeting of Shareholders to the date of conclusion of
the Annual General Meeting of Shareholders in June 2026
From the fiscal year ending March 31, 2025, to the fiscal year
ending March 31, 2026

Funds for the acquisition of the Company Shares equivalent to
the total number of base points to be granted for the eligible
period for base points (approximately two years)
Maximum amount of funds to be contributed by the Company
Total ¥44 million(iii) that is expected to be required for the issuance of theFunds for the acquisition of the Company Shares equivalent toCompany Shares to the eligible personnel described under (i)the total number of performance-linked points to be granted forthe eligible period for performance-linked points (two years)
Total ¥256 million
Disposal of treasury shares from the Company or via a stock(iv) Method of acquisition of the Company Sharesmarket (including off-floor trading)Maximum number of points to be granted to the eligible
112,900 points per fiscal year(v)
personnel described under (i) in total(total of base points and performance-linked points)
Base points
Granted in accordance with the position, etc.
(vi) Criteria for awarding points
Performance-linked Granted in accordance with the position and target
pointsachievement level of performance, etc.
Timing of delivery of the Company Shares to the eligible
A certain time in each fiscal year during the Trust period(vii)
personnel described under (i)From the date of delivery of the Company Shares to the date ofRestricted transfer period under restricted transfer agreement their retirement (i.e. ceasing to be either a Director, an Officer(viii)of the Company or a director of certain subsidiaries of thewith the Company as stated in 3. below
Company)(2)

Maximum amount of money to be contributed by the Company
The initial Trust period will be approximately two years. The Company will contribute money up to a totalof ¥300 million (¥44 million as funds for the acquisition of the Company Shares equivalent to the total
number of base points to be granted for the eligible period for base points, and ¥256 million as funds forthe acquisition of the Company Shares equivalent to the total number of performance-linked points to be
granted for the eligible period for performance-linked points) as compensation to Directors while in office
to fund the acquisition of the Company Shares necessary for the delivery of such shares to Directors under
the Plan, and will establish the Trust with Directors who satisfy certain requirements as beneficiaries. The
Trust will be funded by money entrusted by the Company and acquire the Company Shares through thedisposal of treasury shares of the Company or via a stock market (including off-floor trading).
Note: The money actually entrusted by the Company to the Trust will be the sum of the funds for the acquisition of theCompany Shares mentioned above, as well as the estimated amount of necessary expenses such as trust fees and trust
administrator fees. In the event that a stock compensation plan for the Officers, etc. similar to the above is introduced,
the funds required for the acquisition of the Company Shares to be delivered to the Officers, etc. under such plan will
also be entrusted to the Trust.

In addition, by decision of the Board of Directors of the Company, the eligible period may be extended one
or more times, (i) up to approximately five years in the case of the eligible period for base points and (ii)up to five fiscal years in the case of the eligible period for performance-linked points, and the Trust period
may be extended accordingly to continue the Plan (including the transfer of the trust assets of the Trust toa trust established by the Company for the same purpose as the Trust, thereby effectively extending theTrust period; the same applies hereinafter). In this case, the Company will additionally contribute moneyin the Trust as funds for the additional acquisition of the Company Shares necessary to deliver the Company- 23 -

Shares to Directors under the Plan and continue to grant points and deliver the Company Shares as
described in (3) below. However, the amount of such additional contribution shall be limited to (i) an
amount equal to ¥22 million multiplied by the number of years of extension as funds for the acquisition of
the Company Shares equivalent to the total number of base points to be granted for the extended eligible
period for base points, and (ii) ¥128 million multiplied by the number of years of extension as funds forthe acquisition of the Company Shares equivalent to the total number of performance-linked points to be
granted for the extended eligible period for performance-linked points, respectively (and the same applies
thereafter).
(3)

Calculation method and maximum number of Company Shares to be delivered to Directors(I) Method of granting points to Directors, etc.
In accordance with the share delivery rules established by the Board of Directors of the Company,
the Company shall, during the Trust period (in principle, every fiscal year), grant each Director on
the point granting date specified in the share delivery rules: (i) the base points and (ii) the
performance-linked points.
(i) The base points shall be granted in accordance with the position, etc. and (ii) the performancelinked points shall be granted by multiplying the number of the points determined in accordance withthe position, etc. by a performance-linked coefficient that varies in proportion to the actual value ofthe performance-linked indices. Such performance-linked indices and the range of such performancelinked coefficients shall be decided by the Company’s Board of Directors, however, the performancelinked indices during the initial eligible period for performance-linked points are to be the “stock
price (TOPIX ratio),” “non-financial index (greenhouse gas reduction),” “individual target
achievement level,” etc., and the range of performance-linked coefficients is to be between 0% and200%.
However, the total number of points to be granted to Directors by the Company shall be limited to112,900 points per fiscal year.
(II) Delivery of the Company Shares in proportion to the number of points granted
Directors will receive the Company Shares in proportion to the number of points granted in (I) aboveby following the procedure described in (III) below. One point shall be equal to one Company Share.
However, in the event of a stock split, reverse stock split, or other event in which it is deemed
reasonable to adjust the number of the Company Shares per point, the number of the Company Shares
per point shall be adjusted reasonably in accordance with such split ratio, reverse stock split ratio, or
other factors.
(III) Delivery of the Company Shares to Directors
Each Director shall, in principle, acquire beneficiary rights of the Trust and receive the Company
Shares described in (II) above from the Trust every fiscal year during the Trust period, on thecondition that the Director enters into a restricted transfer agreement with the Company as stated in
3. below and follows other prescribed procedures.
However, in the event that the Company Shares held by the Trust are converted into cash for reason
such as settlement after submission to a tender offer for the Company Shares held by the Trust, theCompany Shares may instead be delivered in cash (said amount converted).

(4)

Exercise of voting rights
No voting rights pertaining to the Company Shares held by the Trust shall be exercised based on the
instructions from the trust administrator, who is independent of the Company and its Directors and Officers.
With this method, the Company intends to ensure neutrality toward its management in connection with theexercise of voting rights pertaining to the Company Shares held by the Trust.

(5)

Handling of dividends
Dividends pertaining to the Company Shares held by the Trust will be received by the Trust and used to
pay for the acquisition of the Company Shares, trust fees paid to the trustee and other costs related to theTrust.

3. Restricted transfer agreement for the Company Shares to be delivered to Directors- 24 -

In delivering the Company Shares pursuant to 2.(3) (II) above, a restricted transfer agreement (hereinafterreferred to as the “Restricted Transfer Agreement”) shall be entered into between the Company and the Director,
which shall include the following outline and details (The Company Shares are delivered to each Director on thecondition that the Director enters into the Restricted Transfer Agreement with the Company).
However, if at the time of delivery of the shares, the Director has retired or is expected to cease to be a residentof Japan, the Company Shares not subject to transfer restrictions may be delivered. Additionally, in such cases,
a certain percentage of the Company Shares may be sold and converted into cash by the Trust for the purpose of
the Company withholding funds to pay withholding income taxes, etc. and then delivered in cash in place of theCompany Shares.
(1) Restriction Period
The Director shall not transfer, grant a security interest on, or otherwise dispose of the shares delivered
under the Plan (the “Delivered Shares”), during the period from the date of delivery (if delivered more thanonce, the date of each delivery) to the date of their retirement (the “Restriction Period”). The restrictions
described in the preceding sentence will hereinafter be collectively referred to as the “Transfer Restrictions.”
During the Restriction Period, Directors shall manage the Delivered Shares in an account at a brokeragefirm designated by the Company for the purpose of segregating the shares from those already held by the
Directors.
(2)

Acquisition of the Delivered Shares without consideration(I) If a Director attempts to dispose of all or part of the Delivered Shares by transfer, offering as security
or otherwise in violation of (1) above, the Company shall naturally acquire all of the Delivered Shares
without consideration.
(II) If a Director falls under any of the following categories during the Restriction Period, the Company
shall naturally acquire all of the Delivered Shares without consideration as of the time the Director
falls under any such category.
ⅰ)
If a Director has been sentenced to imprisonment without work or a severer punishmentⅱ) If a petition for commencement of bankruptcy proceedings, civil rehabilitation proceedings orother similar proceedings is filed against a Directorⅲ) If a Director retires due to reasons other than expiration of term of office, mandatory retirementage, death or other justifiable reason(III) If a Director falls under any of the following items during the Restriction Period, the Company shall,by giving written notice to the Director that it will acquire the Delivered Shares without consideration,
naturally acquire all of the Delivered Shares without consideration (however, the Company may
acquire a portion of the Delivered Shares, if it is determined that it is appropriate in the case of itemii)) upon receipt of such notice.
ⅰ)
If the Board of Directors of the Company recognizes that the Director has been engaged in abusiness that competes with the business of the Company and its subsidiaries (collectively, the“Group”) or has been appointed as an officer or employee of a corporation or other organizationthat competes with the Group (except in cases where the prior written consent of the Company
has been obtained)ⅱ) In the event that the Company’s Board of Directors recognizes that the Director has violated
any law, the Group’s internal rules, or this agreement in any material respect, or otherwise
determines that it is appropriate for the Company to acquire the Delivered Shares without
considerationⅲ) If the Board of Directors of the Company recognizes that a Director’s conduct has defamed theGroup or caused significant damage to the Group(3)

Treatment during reorganization, etc.
If the matters listed in each of the following items are approved at a General Meeting of Shareholders of
the Company (however, if approval by a General Meeting of Shareholders of the Company is not requiredin item ii) or for item vi), by the Board of Directors of the Company) during the Restriction Period(provided, however, that the date specified in each of the following items (hereinafter referred to as“Effective Date of Reorganization, etc.”) shall arrive before the expiration of the Restriction Period)- 25 -

notwithstanding (1) above, the Transfer Restrictions of the Delivered Shares shall be cancelled as of thetime immediately preceding the business day preceding the Effective Date of Reorganization, etc.
ⅰ)
ⅱ)

ⅲ)

ⅳ)

ⅴ)

ⅵ)

(4)

A merger agreement in which the Company
becomes an extinct company
An absorption-type company split agreement orincorporation-type company split plan in which theCompany becomes the splitting company (limited
to cases in which the Company delivers to its
shareholders all or part of the split consideration to
be delivered as a result of such company split on
the effective date of the company split)
Share exchange agreement or share transfer planunder which the Company becomes a wholly
owned subsidiary
Reverse stock split (limited to cases in which thereverse stock split results in the Directors holding
only fractions of less than one share of the
Delivered Shares)
Acquisition of all of the Company’s commonshares by attaching a class-wide call provision set
forth in Article 108, paragraph (1), item (vii) of theCompanies Act
A demand for share cash-out of the Company’scommon stock (meaning a demand for sale ofshares as set forth in Article 179, paragraph (2) of
the Companies Act)

Effective date of the merger
Effective date of the company split

Effective date of share exchange or share transfer

Effective date of reverse stock split

Acquisition date as stipulated in Article 171, paragraph(1), item (iii) of the Companies Act

Acquisition date as stipulated in Article 179-2, paragraph(1), item (v) of the Companies Act

Other matters determined by the Board of Directors
In addition to the above, the method for expressing intentions and giving notifications in the RestrictedTransfer Agreement, the method for amending the Restricted Transfer Agreement and other matters to be
determined by the Board of Directors shall be laid out in the Restricted Transfer Agreement.

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<Reference> Policy on the Determination of Individual Directors’ Remuneration, etc.
If Proposal No. 4 (Determination of Amount and Details of Performance-linked Stock Compensation Plan for
Directors) is approved at this Annual General Meeting of Shareholders as proposed, the Company plans to change
the policy on the determination of individual Directors’ remuneration, etc., as follows.
1. Structure and level of Directors’ remuneration(i) Structure
Remuneration for Directors (excluding outside Directors) shall consist of base remuneration, performancebased remuneration and stock-based remuneration.
Remuneration for outside Directors shall consist solely of base remuneration.
(ii) Level of remuneration
The level of remuneration for Directors shall be set in accordance with the duties and responsibilities of
Directors, the financial position and business performance of the Group, and other factors, with reference
to the level of remuneration for directors of domestic listed companies of the same profit scale as that of
the Company.
2. Policy for determining the calculation method of basic remuneration for Directors
Basic remuneration for Directors (excluding outside Directors) shall be set as fixed remuneration in accordancewith each Director’s position, responsibilities, etc.
Basic remuneration for outside Directors shall be set as fixed remuneration based on their role of supervising
management from an independent standpoint.
3. Policy for determining the calculation method of performance-based remuneration for Directors
Performance-based remuneration for Directors (excluding outside Directors) shall be performance-linked
remuneration that fluctuates according to the Group’s business performance, the degree of achievement of the
management plan (operating income, ROCE, etc.), the degree of contribution to the Group’s management, andother factors.
4. Policy for determining the calculation method of stock-based remuneration for Directors and other importantmatters
Stock-based remuneration for Directors (excluding outside Directors) shall consist of non-performance-linked
stock-based remuneration and performance-linked stock-based remuneration, with the aim of enhancing
incentives to improve medium- to long-term performance and increase corporate value.
Non-performance-linked stock remuneration shall be paid in proportion to the number of base points, based on
the base points awarded as determined in accordance with the Director’s position and other factors.
Performance-linked stock remuneration shall be paid in proportion to the number of performance-linked points
granted by multiplying a number determined according to the Director’s position, etc. by a performance-linked
coefficient (from 0% to 200%) that varies according to the actual performance of performance-linked indices(“stock price-related indicators,” “non-financial index (materiality-related indicators such as greenhouse gas
reduction),” “individual target achievement level,” etc.).
Stock-based remuneration is delivered through trust after each year (to be paid once a year at a certain time as
described in 6. below). The Company’s common shares (1 point = 1 share) equivalent to the sum of the numberof base points and performance-linked points will be granted through the trust with the transfer restriction period
set to the time of retirement.
If during the Restriction Period, the Director violates laws and regulations, acts in coordination with a competitor,
or otherwise acts in a manner that undercuts the objective for adopting the stock-based remuneration plan, theCompany may acquire all the restricted shares granted to such Director without contribution.
5. Policy on determining the ratio of the amount of base remuneration, performance-based remuneration or stockbased remuneration to the amount of remuneration paid to Directors
The ratio of remuneration for Directors (excluding outside Directors) shall be based on a standard ofapproximately 60% base remuneration, 20% performance-based remuneration, and 20% stock-based
remuneration when 100% of each evaluation index is achieved.
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The ratio of remuneration for the President and CEO shall be based on a standard of approximately 50% baseremuneration, 25% performance-based remuneration, and 25% stock-based remuneration when 100% of each
evaluation index is achieved.
Remuneration for outside Directors shall consist only of base remuneration based on their role of supervising
management from an independent standpoint.
6. Policy for determining the timing of the award of remuneration to Directors
The amount of Directors’ remuneration (excluding stock-based remuneration) shall be determined annually, anda fixed amount shall be paid monthly in cash.
Stock-based remuneration shall be paid once annually during a fixed period each year.
7. Positions, responsibilities, etc. of Director(s) when decisions on the content of their remuneration are delegatedin whole or in part to the Director(s)(i) Name or position or responsibility of Director to be delegated to: President and CEO(ii) Authority delegated: Determination of the amount of remuneration for each individual Director(iii) Measures to be taken to ensure that such authority is properly exercised:
The Company shall establish a Nomination and Remuneration Committee, chaired by an independent
outside Director and with a majority of its members being independent outside Directors, as an advisory
body to the Board of Directors and the President and CEO regarding the policy for determining Directors’
remuneration and its level and structure. The Nomination and Remuneration Committee shall deliberate
and report in response to inquiries concerning the policy for determining Directors’ remuneration, etc., toensure the transparency and fairness of the remuneration system and the process for determining
remuneration for Directors.
8. Method of determining the details of Directors’ remuneration
The Nomination and Remuneration Committee shall be consulted on the total amount of remuneration paid to
Directors and the policy for determining it, and a resolution shall be obtained at a meeting of the Board of
Directors attended by independent outside Directors and independent outside Auditors to leave the matter to the
President and CEO, and the President and CEO shall determine the remuneration of the Company’s Directors,
taking into consideration the report of the Nomination and Remuneration Committee, the role and responsibilityof each Director, and the performance of the Group.
With respect to stock-based remuneration, the calculation method of the number of base points (the number to be
determined in accordance with the Director’s position, etc.) and the calculation method of the number of
performance-linked points (the number to be determined in accordance with the Director’s position, etc., specificperformance-linked indices and the range of performance-linked coefficients), which form the basis for granting
shares, shall be stipulated in compensation regulations to be adopted by the Board of Directors.

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