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
June 2, 2022
To our shareholders:
Ichiro Okamoto
President and CEO
Nippon Light Metal Holdings Company, Ltd.
1-1-13 Shimbashi, Minato-ku, Tokyo

Notice of the 10th Annual General Meeting of Shareholders
You are hereby notified of the 10th Annual General Meeting of Shareholders of Nippon Light Metal Holdings
Company, Ltd. (the “Company”), which will be held as per the attached details.
If you are unable to attend the Meeting in person, you may exercise your voting rights by either of the following
ways. Please review the attached Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights accordingly.
[Voting by Mail]
Please indicate your approval or disapproval of each proposal in the enclosed voting form and then return the form
to the Company by mail so that your vote is received by 5:30 p.m., on Thursday, June 23, 2022 (JST).
[Voting via the Internet, etc.]
Please read “Guide for Voting via the Internet, etc.” (Japanese language only), access the website(https://www.web54.net) that the Company has specifically designated for voting, and follow the on-screen
instructions to input your approval or disapproval of each proposal by 5:30 p.m., on Thursday, June 23, 2022 (JST).
Disclosure via the Internet
Of documents to be attached to this Notice, the below documents are posted on the website of the Company inaccordance with laws and regulations and the provision of the Company’s Articles of Incorporation. Therefore, they
are not included in the materials attached to this Notice.
(i) Notes to the Consolidated Financial Statements (ii) Notes to the Non-consolidated Financial Statements
The Website of the Company
https://www.nikkeikinholdings.co.jp
Consequently, the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and Auditors are comprised of each document attached to this Notice of the Meeting as well as
the Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements postedon the Company’s website mentioned above.
In the event that amendments are made to the Reference Documents for General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements, theCompany will post them on the website mentioned above.
1. Date and Time: Friday, June 24, 2022, 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 10th fiscal year (from April 1, 2021 to March
31, 2022), and the results of audits of the Consolidated Financial Statements by the Accounting Auditor andthe Board of Auditors
2. Non-consolidated Financial Statements for the 10th fiscal year (from April 1, 2021 to March 31, 2022)-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendment to the Articles of Incorporation
Proposal No. 3:
Election of 14 Directors
Proposal No. 4
Election of One Auditor
4. Matters Concerning Excise 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, etc. multiple times, only the last vote exercised will betreated as valid.
(4) If you exercise your voting rights by mail and also place your vote via the Internet, etc., 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 the Internet, etc. as valid.

-

If you attend the meeting in person, please submit the enclosed voting form at the reception.
This Notice has been disclosed on the Company’s website (https://www.nikkeikinholdings.co.jp) prior to the mailing of it, to ensurethat information is furnished in a timely manner.
No souvenir gifts will be provided to shareholders who attend the General Meeting of Shareholders in person. We thank you for yourkind understanding.

Regarding measures to prevent the spread of the novel coronavirus (COVID-19)
Prioritizing the health and safety of all shareholders, the Company plans to implement the following measures for
the General Meeting of Shareholders of the Company in order to prevent infection and the spread of the novel
coronavirus (COVID-19).
We ask that you consider exercising your voting rights beforehand either by mail or via the Internet, etc., and thatyou refrain from visiting the venue for the General Meeting of Shareholders on the day if at all possible.
- In order to maintain social distance, the number of seats that will be prepared will be limited so that a wide spacecan be kept between the seats in the venue. It is possible that you may be refused entry even if you come to the venue
in person.
- Before entering the venue, we will measure the body temperature of all shareholders by thermography. If you areseen to be unwell, you may be refused entry into the venue.
- When coming to the venue, please bring and wear a mask and sanitize your fingers and hands using disinfectant
placed near the venue reception. If you refuse to cooperate with these measures, you may be refused entry into thevenue.
- Officers and organizing staff members who will appear at the General Meeting of Shareholders shall wear a mask.
In the event that circumstances require significant changes to the operation of the meeting, notification will be
provided on the Company’s website (https://www.nikkeikinholdings.co.jp).

-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 ¥45 per common share of the Company asfollows:
Accordingly, upon adding interim dividends (¥40 per share), the dividend of surplus for the current fiscal year willbe ¥85 per share, which is ¥20 higher than the previous fiscal year (¥65 per share).
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amount¥45 per common share of the Company
Total dividends: ¥2,786,014,125(3) Effective date of dividends of surplus
June 27, 2022

-3-

Proposal No. 2

Partial Amendment to the Articles of Incorporation

1. Reasons for the amendments
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing materials for the general meeting of shareholders in electronic format.
(1) Article 17 (i) of the proposed amendment stipulates that information contained within the Reference
Documents and other materials for general meetings of shareholders shall be provided by electronic means.
(2) Article 17 (ii) of the proposed amendment establishes the scope of materials to be delivered to shareholders
who have requested hardcopies of such.
(3) The provision on internet disclosure and deemed provision of the Reference Documents and other materials
for the general meeting of shareholders (Article 17 of the current Articles of Incorporation) will become
unnecessary and shall be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
The amendment proposal for the current Articles of Incorporation is as follows:
Current Articles of Incorporation(Disclosure on Internet and Deemed Provision of Reference
Documents for General Meetings of Shareholders and Other
Materials)
Article 17
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the Reference Documents for the general meetingof shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by the Ministry ofJustice Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)(Underlined text indicates changes)
Proposed amendments(Deleted)(Measures to Provide Information in Electronic Format)
Article 17(i) The Company shall electronically provide information
contained in the Reference Documents and other materials
for the general meeting of shareholders in convening thegeneral meeting of shareholders.
(ii) Among information to be provided electronically, theCompany reserves the right to exclude, in whole or in part,any or all of the information set forth by the Ordinance ofthe Ministry of Justice in the hardcopies to be delivered toshareholders who have requested delivery of hardcopies ofmaterials by the record date for voting rights.

-4-Current Articles of Incorporation(Newly established)

Proposed amendments
Supplementary Provisions
1. The deletion of Article 17 (Disclosure on Internet andDeemed Provision of Reference Documents for General
Meetings of Shareholders and Other Materials) of the current
Articles of Incorporation and the establishment of Article 17(Measures to Provide Information in Electronic Format) of
the proposed amendments shall take effect as of September
1, 2022.
2. Notwithstanding the provisions in the preceding paragraph,the current Article 17 in the Articles of Incorporation shallhave effect for a General Meeting of Shareholders whose
date is before the end of February 2023.
3. These Supplementary Provisions shall be deleted on March
1, 2023 or three months have elapsed from the date of theGeneral Shareholders’ Meeting in the preceding paragraph,
whichever is later.

-5-

Proposal No. 3:

Election of 14 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 the election of 14 Directors.
The candidates for Director are as follows:
Candidate
Name
No.
1
Ichiro Okamoto

Current position and responsibility in the Company
President and CEO
Director
Assistant to President, Head of Central Product Safety &Quality Assurance Administration Dept.
Director
Assistant to President and Head of Personnel, General Affairs
and Accounting & Finance Administration Dept.
Director
In charge of Toyo Aluminium Business Group
Director
In charge of the Nippon Fruehauf business of Nippon Light
Metal Business Group
Director
In charge of the Rolled Products business of Nippon Light
Metal Business Group and purchasing in Personnel, General
Affairs and Accounting & Finance Administration Dept. of theCompany
Director
Head of Technology & Development Administration Dept. andin charge of the Chemicals business of Nippon Light Metal
Business Group of the Company
Director
In charge of the Metals & Industrial Parts businesses of Nippon
Light Metal Business Group and the Nikkei MC Aluminium
business of Nippon Light Metal Business Group
Officer
Head of Central Planning Office2

Toshihide Murakami

3

Yasunori Okamoto

4

Kaoru Kusumoto

5

Toshikazu Tanaka

6

Masahito Saotome

7

Toshihiro Matsuba

8

Shuichi Asakuno

9

Hiroyuki Matsudaira

10

Masato Ono

Director

11

Ryoichi Hayashi

Director

12

Toshihito Hayano

Director

13

Keiko Tsuchiya

Director

14

Tatsuya Tanaka

Director

Candidate
attributes
Reelection
Reelection

Reelection
Reelection
Reelection

Reelection

Reelection

Reelection

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent-6-

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
Ichiro Okamoto
Company(June 12, 1956)
Jan. 2013
Manager of the Rolled Products business ofReelection
1) 25,517 shares
Nippon Light Metal Business Group of the
Attendance at the Board of2) NoneCompany
Directors’ meeting for fiscal
June 2013
President and CEO of Nippon Light Metal
year 2021
Company, Ltd.
13/13 (100%)(current position)
June 2014
In charge of the Chemicals business of Nippon
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
Significant 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.

-7-

Candidate
No.

Name
(Date of birth)

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

Apr. 1980
June 2007
June 20112

1) 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.
June 2012
Director of Nippon Light Metal Company, Ltd.
(current position)
Oct. 2012
Director of the Company(current position)
Oct. 2012
In charge of NPS of the Company
June 2013
Head of Technology & Development
Administration Dept. and in charge of the
Toshihide Murakami
Capacitor Foil business of Nippon Light Metal(September 16, 1956)
Business Group of the Company
Reelection
1) 15,476 shares
Attendance at the Board ofJune 2014
Senior Executive Officer of Nippon Light
2) NoneDirectors’ meeting for fiscal
Metal Company, Ltd.
year 2021
Oct. 2014
Head of Central Product Safety & Quality
13/13 (100%)
Assurance Administration Dept. of theCompany(current position)
June 2018
Assistant to President of the Company(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.
[Reasons for nomination as candidate for Director]
Toshihide Murakami possesses a wealth of experiences in the Technology & Manufacturing functions, demonstrates hisleadership toward the Group’s companies in such areas as product development and quality assurance, and contributes
to the management of the Group as Director of the Company. In addition, from June 2018, he has worked as an
Assistant to the President. Consequently, 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. 1980
June 2008
June 201231) 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) 14,715 shares
Attendance at the Board of2) NoneJune 2014
Senior Executive Officer of Nippon Light
Directors’ meeting for fiscal
Metal Company, Ltd.
year 2021
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, from 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.

-9-Candidate
No.

Name
(Date of birth)

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

Apr. 1978

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

Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
June 2010
Executive Officer, in charge of Accounting
Dept., Head of Accounting Dept., Head incharge of Planning Dept. and Overseas
Business Administration Office of Toyo
Aluminium K.K.
Kaoru Kusumoto
June 2016
Managing Executive Officer, Deputy Overseer(July 22, 1955)of Raw Materials Dept., Planning Dept. of
Reelection
1) 3,149 shares
Planning Division, and Accounting Dept. ofAttendance at the Board of2) NonePlanning Division of Toyo Aluminium K.K.
Directors’ meeting for fiscal
June 2019
Senior Managing Executive Officer,
year 2021
Overseeing Planning Division and Raw
13/13 (100%)Materials Dept. of Toyo Aluminium K.K.
June 2020
Director, in charge of Toyo Aluminium
Business Group of the Company, President of
Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
President of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Kaoru Kusumoto possesses a wealth of experiences over a broad area, including purchasing, planning, accounting andoverseas businesses. Since June 2020, he demonstrated his leadership as President of Toyo Aluminium K.K., where hehas made a significant contribution to the company’s growth. In addition, as Director of the Company, he has
contributed to the management of the Group. Consequently, 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.

- 10 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1986
Apr. 2008

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

Joined Nippon Light Metal Company, Ltd.
Senior Manager of Planning Dept. of Nippon
Light Metal Company, Ltd.
June 2014
Officer, Head of Planning Dept. of Nippon
Light Metal Company, Ltd.
June 2018
Director of the Company(current position)
June 2018
Head of Central Planning Office of the
Toshikazu Tanaka
Company(September 21, 1961)
Director, Executive Officer of Nippon Light
Reelection
Metal Company, Ltd.
1) 9,772 shares
Attendance at the Board ofJune 2019
In charge of the Chemicals business of Nippon 2) Refer to Note 1
Directors’ meeting for fiscal
Light Metal Business Group and purchasing inyear 2021
Personnel, General Affairs and Accounting &13/13 (100%)
Finance Administration Dept. of the Company
June 2021
In charge of the Nippon Fruehauf business of
Nippon Light Metal Business Group
Representative Director of Nippon FruehaufCompany, Ltd.
(current position)
Significant concurrent positions outside the Company
Representative Director of Nippon Fruehauf Company, Ltd.
[Reasons for nomination as candidate for Director]
Toshikazu Tanaka possesses a wealth of experiences in such areas as accounting, finance, and planning. He
demonstrates leadership particularly in the management of group companies, and as a director of the Company
contributes to the overall management of the Group. In addition, since last June, he has been engaged in improving theCompany’s profitability as the President and Representative Director of Nippon Fruehauf Company, Ltd. in a difficult
business environment. The Company judges his experiences and insight gained through the above to be indispensable tothe management of the Group, and proposes his reelection as Director.

- 11 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1985
June 2004

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

Joined Nippon Light Metal Company, Ltd.
Head of Administration Department of the
Chemicals Div. of Nippon Light Metal
Company, Ltd.
Apr. 2011
Head of Group Overseas Operation Support
Office of Nippon Light Metal Company, Ltd.
Apr. 2015
Head of Metal & Alloy Div. and Shaped Parts
Div. of Nippon Light Metal Company, Ltd.
June 2015
Officer of Nippon Light Metal Company, Ltd.
June 2018
Operating Officer of Nippon Light Metal
Company, Ltd.
(current position)
Masahito Saotome(January 2, 1963)
June 2018
Officer of the Company, in charge of the Metals
Reelection& Industrial Parts businesses of Nippon Light1) 3,342 shares
Attendance at the Board of
Metal Business Group and the Nikkei MC
2) NoneDirectors’ meeting for fiscal
Aluminium business of Nippon Light Metal
year 2021
Business Group
13/13 (100%)
June 2019
Director, in charge of the Rolled Products
business of Nippon Light Metal BusinessGroup of the Company
Director of Nippon Light Metal Company, Ltd.
(current position)
June 2021
In charge of Personnel, General Affairs andAccounting & Finance Administration Dept. of
the Company(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd.
[Reasons for nomination as candidate for Director]
Masahito Saotome possesses a wealth of experiences in such areas as accounting, planning and overseas businesses. He
is currently demonstrating his leadership as the person responsible for the Rolled Products Div. In addition, since June2019 he has contributed to the management of the Group as Director of the Company. Consequently, the Company
judges his experiences and insight gained through the above to be indispensable to the management of the Group, andproposes his reelection as Director.

- 12 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1985

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

Joined Nikkei Kako Co., Ltd. (Merged with
Nippon Light Metal Company, Ltd. in April
1989)
July 2004
Head of Shimizu Plant Technology Departmentof Nippon Light Metal Company, Ltd.
Sept. 2006
Head of Shimizu Plant Development
Department of Nippon Light Metal Company,
Ltd.
Jan. 2009
Head of Overseas Operations Department of the
Chemicals Div. of Nippon Light Metal
Company, Ltd.
Toshihiro Matsuba
June 2013
Head of Administration Department of the(October 13, 1962)
Chemicals Div. of Nippon Light Metal
Reelection
Company, Ltd.
1) 2,603 shares
Attendance at the Board of2) NoneDirectors’ meeting for fiscal
Oct. 2015
Head of Shimizu Plant of Nippon Light Metal
year 2021
Company, Ltd.
10/10 (100%)
June 2017
Officer, Head of Chemicals Div. of Nippon
Refer to Note 2
Light Metal Company, Ltd.
June 2021
Director, Head of Technology & Development
Administration Dept., in charge of the
Chemicals business and the Nippon Light
Metal Business Group of the Company
Managing Director and Executive Officer of
Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director of Tamai Steamship Co., Ltd.
[Reasons for nomination as candidate for Director]
Toshihiro Matsuba possesses a wealth of experience in manufacturing, development, administration, and overseas
business in the chemicals business, as well as high level insights into global business activities. Since last June, he has
demonstrated his leadership in the development of new products and technologies as the Technology & Development
Administration Supervisor, and has also contributed to the management of the entire Company group as a Director of
the Company. 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.

- 13 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1988
Sept. 2001

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

Joined Nippon Light Metal Company, Ltd.
President and Representative Director of
AMALGAMATED ALUMINIUM AND
ALLOYS SDN BHD
Apr. 2007
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
Shuichi Asakuno
Co., Ltd.
(October 31, 1964)
Reelection
June 2016
Operating Officer of Nikkei MC Aluminium
1) 2,357 shares
Attendance at the Board ofCo., Ltd.
2) NoneDirectors’ meeting for fiscal
June 2017
Representative Director, President of Nikkei
year 2021
MC Aluminium Co., Ltd.
10/10 (100%)
June 2021
Director, In charge of the Metal & Alloy Div.
Refer to Note 2
and Shaped Parts Div. of Nippon Light Metal
Business Group, in charge of the Nikkei MC
Aluminium business of Nippon Light Metal
Business Group of the Company
Managing Director and Executive Officer of
Nippon Light Metal Company, Ltd.
(current position)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director and Audit & Supervisory Committee
member of Ahresty Corporation[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 not only to the business expansion of Nikkei MC Aluminium Co., Ltd. serving as
President, but also to the aluminum recycle, a sustainability issue. Since June last year, he has contributed to the
management of the Group as Director of the Company. Consequently, the Company judges his experiences and insightgained through the above to be indispensable to the management of the Group, and proposes his reelection as Director.

- 14 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1989
Aug. 200991) 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.
Hiroyuki Matsudaira
1) 2,241 shares(September 29, 1966)
June 2018
General Manager of Planning Dept. of Nippon
2) NoneNew election
Light Metal Company, Ltd.
(current position)
June 2018
Executive Officer of Nippon Light Metal
Company, Ltd.
June 2021
Officer, Head of Central Planning Office of theCompany
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 Director]
Hiroyuki Matsudaira possesses many years of experience in such areas as finance and planning. Since last June, he has
been in charge of the planning department as an Officer of the Company, leading the formulation of the medium-term
management plan starting fiscal year 2022, which has a stronger sustainability management orientation, and theperformance management of the entire Company group. He is also in charge of the management of the Group’s overall
performance. The Company judges his experiences and insight gained through the above to be indispensable to the
management of the Group, and proposes his election as Director.

- 15 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1974
June 2007

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

Joined The Dai-Ichi Kangyo Bank, Limited
Director & Deputy President of Mizuho
Financial Group, Inc.
June 2008
Executive Officer and Vice President of Japan
Hades Co., Ltd.
June 2011
Representative Director and Vice Chairman ofJapan Hades Co., Ltd.
Masato Ono
June 2012
Representative Director and President of Total(November 4, 1950)
Insurance Service Limited
Reelection
Outside Director of Nippon Light Metal
Outside1) 3,858 sharesCompany, Ltd.
Independent2) NoneAttendance at the Board ofOct. 2012
Outside Director of the Company
Directors’ meeting for fiscal(current position)
year 2021
June 2017
Special Advisor of Total Insurance Service
13/13 (100%)
Limited
Sept. 2020
Vice Chairman of Gold Ribbon Network, a
non-profit organization(current position)
Significant concurrent positions outside the Company
Vice Chairman, Gold Ribbon Network, a non-profit
organization[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Masato Ono possesses extensive knowledge through his many years of experience as a management executive offinancial institutions, has served as a director of other companies, and is currently the Vice Chairman of a non-profit
organization dedicated to supporting children with cancer and their families. 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 the chair 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.

- 16 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1974
Apr. 2002

111) 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) 4,773 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 2021
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 fulfilled if
elected]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.

- 17 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1969
May 1996

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

Joined Nomura Research Institute, Ltd.
Managing Director of Nomura ResearchInstitute, Ltd.
June 1996
Managing Director of KOKUSAI Securities
Co., Ltd. (currently Mitsubishi UFJ Securities
Holdings Co., Ltd.)
June 1998
Representative Director and Senior Managing
Toshihito Hayano
Director of KOKUSAI Securities Co., Ltd.
(December 3, 1946)(currently Mitsubishi UFJ Securities Holdings
Reelection
Co., Ltd.)
Outside1) 634 shares
June 2001
President of Kokusai Capital Corporation
Independent2) None(currently AG Capital Co., Ltd.)
Attendance at the Board ofApr. 2011
Professor of College of BusinessDirectors’ meeting for fiscal
Administration and Information Science ofyear 2021
Chubu University
13/13 (100%)
Oct. 2012
Substitute Auditor of the Company
May 2016
Outside Auditor of the Company
June 2018
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
None[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]Toshihito Hayano possesses broad experiences and deep insight from a long history of involvement in the managementof the securities company and the investment company and from serving as a professor of the university. Furthermore,
after serving as an outside Auditor of the Company from May 2016 for a period of approximately two years, since June
2018, he has served as an outside Director of the Company and has provided appropriate proposals about managementof the Company from an independent point of view. 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 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.

- 18 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1981
Jan. 1994

131) 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, AsiaPacific Region of GE Toshiba Silicones Co.,
Ltd. (now Momentive Performance Materials
Keiko Tsuchiya
Japan LLC)
(May 13, 1960)
Jan.
2009
Senior HR Manager of Cisco Co., Ltd.
Reelection
Feb.
2011
Vice
President, Human Resources Division of
Outside1) 2,241 shares
Johnson& Johnson K.K.
Independent2) NoneAug. 2015
Director of Adecco Ltd.
Attendance at the Board of(current position)
Directors’ meeting for fiscal
year 2021
Aug. 2015
Head of HR Division of Adecco Ltd.
12/13 (92.3%)
Jan. 2016
Head of People Value Division of Adecco Ltd.
(current position)
June 2020
Outside Director of the Company(current position)
Jan. 2022
Director of Modis Ltd.
(current position)
Significant concurrent positions outside the Company
Director of Adecco Ltd., Director of Modis Ltd., and outside
Director of TAIYO HOLDINGS CO., LTD.
[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]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.

- 19 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1980
Apr. 2005

14

Notes:

1.

2.

3.
4.
5.

1) 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
Tatsuya Tanaka
Fujitsu Limited(September 11, 1956)
Apr. 2014
Corporate Senior Vice President, Head of Asia
Reelection
Region of Fujitsu Limited
OutsideJan. 2015
Corporate Executive Officer, SEVP of Fujitsu
1) 484 shares
Independent
Limited2) NoneAttendance at the Board ofJune 2015
Representative Director, President of Fujitsu
Directors’ meeting for fiscal
Limitedyear 2021
June 2019
Director, Chairman of Fujitsu Limited
10/10 (100%)
Apr. 2020
Director, Chairman of Fujitsu Marketing
Refer to Note 2
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 Limited(current position)
Significant concurrent positions outside the Company
Senior Advisor of Fujitsu Japan Limited[Reasons for nomination as candidate for outside Director and summary of roles the candidate is expected to fulfilled if
elected]
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.
The Company has been entrusted with administrative tasks relating to management from Nippon Fruehauf Company, Ltd.,
where Tatsuya Tanaka, a candidate for Director, has served as Representative Director, and the aforementioned company
has paid the management fee to the Company.
Toshihiro Matsuba, Shuichi Asakuno, and Tatsuya Tanaka, candidates for Director, were newly elected as Directors during
the Ninth Annual General Meeting of Shareholders held on June 25, 2021, and have assumed office. Consequently, theirattendance at Board of Directors’ meetings in fiscal 2021 only includes the meetings held since their assumption of office.
Masato Ono, a candidate for outside Director, was non-executive Director of Nippon Light Metal Company, Ltd. from
June 2012 to September 2012.
Ryoichi Hayashi, a candidate for outside Director, was non-executive Director of Nippon Electrode Co., Ltd. from March2012 to June 2012.
Tenure since the candidates for outside Director assumed office as outside Director or outside Auditor of the Company(1) At the conclusion of this Annual General Meeting of Shareholders, Masato Ono’s tenure as outside Director of theCompany will have been nine years and nine months.

- 20 -

6.

7.

8.
9.

(2) At the conclusion of this Annual General Meeting of Shareholders, Ryoichi Hayashi’s tenure as outside Director of
the Company will have been nine years.
(3) At the conclusion of this Annual General Meeting of Shareholders, Toshihito Hayano’s tenure as outside Director of
the Company or outside Auditor of the Company will have been six years and one month.
(4) At the conclusion of this Annual General Meeting of Shareholders, Keiko Tsuchiya’s tenure as outside Director of
the Company will have been two years.
(5) At the conclusion of this Annual General Meeting of Shareholders, Tatsuya Tanaka’s tenure as outside Director of
the Company will have been one year.
Limited Liability Agreements with Candidates for Outside Director
Masato Ono, Ryoichi Hayashi, Toshihito Hayano, Keiko Tsuchiya, and Tatsuya Tanaka, candidates for outside Directors,
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 fordamages under agreements is the higher of either ¥7,000,000 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 withthem.
Directors and Officers Liability Insurance Policy Covering Candidates for Director
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.
Candidates for Director in this proposal are already insureds under the policy, and will continue to be such after theirelection.
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 candidate for outside
Director concurrently works for (as an executive director or an outside officer) and the Group.
Number of the Company’s shares owned by the candidates for Director includes their holdings in officers’ stock ownershipplan of the Company.

- 21 -

Proposal No. 4

Election of One Auditor

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of Outside Auditor Shintaro
Kawai will expire. Therefore, the Company proposes the election of 1 Outside Auditor.
In addition, the consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidate for Auditor is as follows:

Name(Date of birth)

Career summary and position

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

Apr. 1993
Registered as an attorney at law at Tokyo Bar Association
Shintaro Kawai(current position)(May 24, 1961)
Reelection
Apr. 1993
Joined Central Law OfficeOutsideJuly 2008
Partner at Clair Law Firm
Independent
Dec. 2010
Founded Kawai Law OfficeAttendance at the Board of(current position)1) 921 shares
Directors’ meeting for fiscal
June 2017
Substitute Auditor of the Company
2) Noneyear 2021
June 2018
Outside Auditor of the Company
13/13 (100%)(current position)
Attendance at the Board of
Significant concurrent positions outside the Company
Corporate Auditors meeting for
Attorney-at-law
fiscal year 2021
15/15 (100%)[Reasons for nomination as candidate for outside Auditor]
Shintaro Kawai is a completely independent attorney at law in no client relationship with the Company, and possesses experiences
and insight as a professional lawyer. The Company judges that he will contribute to securing fairness in the management of theCompany by utilizing his experience and insight to the 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 anindependent auditor to continue.
Notes: 1. If a candidate for outside Auditor has not been involved in corporate management other than through serving as an outside
director or auditor, the reason why we have judged that he is capable of appropriately performing his duty as an outside
Auditor even though he has not involved in corporate management is as follows.
Though Shintaro Kawai has not been involved in corporate management directly, he, as a lawyer, is well versed incorporate legal affairs, etc. Thus, the Company judges that he will appropriately fulfill his duties as outside Auditor.
2. 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, Shintaro Kawai’s tenure as outside Auditor of theCompany will have been four years.
3. Limited liability agreements with candidates for outside Auditor
Shintaro Kawai, a candidate for outside Auditor, is currently an outside Auditor of the Company and the Company hasentered into an agreement with him to limit his liability for damages under Article 423, paragraph (1) of the Companies
Act. The maximum amount of liability for damages under this agreement is the higher of either ¥7,000,000 or the minimum
liability amount provided for under laws and regulations. If his reelection is approved, the Company plans to renew the
aforementioned agreement with him.
4. 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.
Shintaro Kawai, a candidate for Auditor, is 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.
5. There are no other relationships that should be disclosed between any other companies that the candidate for outside
Auditor concurrently works for and the Group.
6. Number of the Company’s shares owned by the candidate for Auditor includes their holdings in officers’ stock ownershipplan of the Company.

- 22 -

<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. 3 (Election of 14 Directors) and Proposal No. 4 (Election of One Auditor) are approved at this Annual
General Meeting of Shareholders as proposed, the composition of the Company’s Board of Directors and the skills
and qualifications of each Director and each Auditor will be as follows skills, etc. are as follows.
Skill Matrix
Name

Position

Manufacturing

Sales /

Corporate& Technology

Marketing/Management

R&D

Product

IT

Development

Ichiro Okamoto
Toshihide Murakami
Yasunori Okamoto
Kaoru Kusumoto
Toshikazu Tanaka
Masahito Saotome
Toshihiro Matsuba
Shuichi Asakuno
Hiroyuki Matsudaira

Governance
Finance /Risk

Accounting/ Management/
Banking

Legal &

Personnel/
HR
Development

GlobalExperience

Compliance

President and CEO
○
○
○
○
○
Director○○○○
Director○○○○
Director○○○○
Director○○
Director○○○
Director○○○
Director○○○
Director○○
Outside Director○○○
Masato Ono(Independent)
Outside Director○○○
Ryoichi Hayashi(Independent)
Outside Director○○○
Toshihito Hayano(Independent)
Outside Director○○○
Keiko Tsuchiya(Independent)
Outside Director
○
○
○
○
○
Tatsuya Tanaka(Independent)
Kotaro Yasuda
Full-time Auditor○○
Hideo Hirosawa
Full-time Auditor○○
Masahiro Yoshida
Auditor○Outside Auditor○○○○
Miki 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.

- 23 -

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.

- 24 -