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, 2020
To our shareholders:
Ichiro Okamoto
President and CEO
Nippon Light Metal Holdings Company, Ltd.
1-1-13 Shimbashi, Minato-ku, Tokyo

Notice of the 8th Annual General Meeting of Shareholders
You are hereby notified of the Eighth 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 Tuesday, June 23, 2020 (JST).
[Voting via the Internet, etc.]
Please read “Guide for Voting via the Internet, etc.” (Japanese 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 ordisapproval of each proposal by 5:30 p.m., on Tuesday, June 23, 2020 (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.
(1) Notes to the Consolidated Financial Statements (2) 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: Wednesday, June 24, 2020, at 10:00 a.m. (Reception scheduled to open at 9:00 a.m.) (JST)
2. Venue:
Saiwai Building, 1-3-1 Uchisaiwai-cho, Chiyoda-ku, Tokyo
Hall 16E, 16th floor, TKP Shimbashi Conference Center(The meeting venue is different to that of the previous year, so please refer to the appended“Guide to Venue for General Meeting of Shareholders” (Japanese only) and ensure that you do
not attend the wrong venue.)
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the eighth fiscal year (from April 1, 2019 toMarch 31, 2020), and the results of audits of the Consolidated Financial Statements by the Accounting
Auditor and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the eighth fiscal year (from April 1, 2019 to March 31, 2020)-1-

Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Consolidation of Shares
Proposal No. 3
Partial Amendments to Articles of Incorporation
Proposal No. 4
Election of 14 Directors
Proposal No. 5
Election of Three Auditors
Proposal No. 6
Election of One Substitute 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 a 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.
- The Company has electronically disclosed on its website (https://www.nikkeikinholdings.co.jp) prior to mailing it out, to ensure that
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.

Request Concerning Exercise of Voting Rights
Due to the spread of infectious disease caused by novel coronavirus (COVID-19), from the perspective of preventing
further infections, we ask that you consider exercising your voting rights beforehand either by mail or via the Internet,
etc., and that you refrain from visiting the venue for the Annual General Meeting of Shareholders on the day.
With regard to the method to exercise your voting rights beforehand, please refer to “Voting by Mail” and “Guide for
Voting via the Internet, etc.” (Japanese only).
If you attend the meeting in person, we ask that you do so only after checking your own physical condition, and thatyou take care to prevent infection, such as by wearing a mask. Furthermore, measures to prevent infection at thevenue for the meeting may be taken. We thank you for your understanding and support.
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 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 ¥5 per common share of the Company as follows:
Accordingly, upon adding the interim dividends (¥4 per share), the dividend of surplus for the current fiscal year willbe ¥9 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¥5 per common share of the Company
Total dividends: ¥3,096,860,105(3) Effective date of dividends of surplus
June 25, 2020-3-

Proposal No. 2

Consolidation of Shares

1. Reason for the consolidation of shares being deemed necessary
As of March 31, 2020, the total number of shares of the Company issued had reached 619,937,500, due in partto the exercise of new share subscription rights that were attached to previously issued convertible bonds.
The Company considers this number of shares large when taking into account the business scale. The current
stock price level is also far below the range per investment unit considered desirable by the Securities Listing
Regulations of Tokyo Stock Exchange, Inc., which is equal to or greater than ¥50,000 and less than ¥500,000.
In addition, the stock price volatility per ¥1 is relatively large and susceptible to sizable stock price fluctuations
as a speculative investment. Therefore, the Company recognizes that the impact on all of the general investors is
not low.
Taking these circumstances into consideration, the Company proposes the consolidation of ten shares ofcompany stock to one share.
The Company would like to expect that the investment unit will transition to a level that is desirable based on
the current stock price level as a result of the total number of issued shares being brought in line with the scaleof the Company, following the aforementioned consolidation of shares.
The Company will not change the share unit number from the current 100 shares as the trading units for all
publicly traded companies at all domestic exchanges in Japan have been standardized to 100 shares.
2. Ratio of consolidation of shares
The Company proposes the consolidation of ten common shares of the Company to one share.
Any fraction less than one share as a result of the consolidation of shares will be collectively disposed of inaccordance with the Companies Act, and the Company will distribute proceeds for the disposition value to allshareholders who hold a fraction of a share based on the proportion of the fraction they hold.
3. Effective date of the consolidation of shares
October 1, 2020
4. Total number of authorized shares for the effective date
200,000,000 shares
5. Other
The consolidation of shares covered by this proposal is conditional upon Proposal No. 3 “Partial Amendments
to Articles of Incorporation” being approved and adopted without modification.
It is proposed that all other necessary procedural matters be left entirely to the discretion of the Board of Directorsof the Company.
Note:

Due to the consolidation of shares, the total number of shares issued will be reduced to one-tenth of the current level, but net
assets, etc. will not change, so net assets per share will increase by ten times, and, excluding other factors such as fluctuationsin the stock market, the asset value of shares of the Company held by shareholders will not change.

<Reference>
By using the “purchase of shares less than one unit” system or the “additional purchase of shares less than one unit”
system, which is scheduled to be adopted after this Annual General Meeting of Shareholders, before the effective
date of the consolidation of shares, it is possible to ensure that any fraction less than one share and shares less than
one unit (100 shares) will not occur as a result of the consolidation.
To increase the convenience to shareholders of using these systems before the effective date of the consolidation ofshares, the Company plans to allow shareholders to use the “purchase of shares less than one unit” system and the“additional purchase of shares less than one unit” system without paying fees to the Company.

-4-Proposal No. 3

Partial Amendments to Articles of Incorporation

1. Reason for the amendments(1) Conditional upon Proposal No. 2 “Consolidation of Shares” being approved and adopted without
modification, following the consolidation of shares, in order that the total number of shares authorized to
be issued may be reduced, it is proposed that Article 6 of the current Articles of Incorporation (Total numberof shares authorized to be issued) be amended.
(2) In order to make the buying and selling of the Company’s shares more convenient for shareholders, it is
proposed that a system for additional purchases of shares less than one unit be introduced as provided forin Article 194 of the Companies Act, and that the proposed amendments establish Article 9 (Additionalpurchase of shares less than one unit).
(3) Following the proposed amendment to create Article 9 (Additional purchase of shares less than one unit),
the succeeding Articles shall be renumbered accordingly.
(4) A supplementary provision shall be attached with a statement to the effect that amendment (1) above shallcome into effect on October 1, 2020. This supplementary provision shall be removed after October 1, 2020
has passed.
*
Amendments (2) and (3) are conditional upon Proposal No. 2 “Consolidation of Shares” being approved
and adopted without modification, and shall come into effect immediately that approval is given by this
General Meeting of Shareholders.
2. Details of the amendments
The amendment proposal for the current Articles of Incorporation is as follows:
Current Articles of Incorporation(Total number of shares authorized to be issued)
Article 6.
The total number of shares authorized to be issued by theCompany shall be 2,000,000,000 shares.
<Newly established>

Articles 9 to 41 (article text omitted)<Newly established>(Underlined text indicates changes)
Proposed Amendments(Total number of shares authorized to be issued)
Article 6.
The total number of shares authorized to be issued by theCompany shall be 200,000,000 shares.
(Additional purchase of shares less than one unit)
Article 9.
In accordance with the provisions of the Share Handling
Regulations, shareholders of the Company may demand that itsell shares to them in order to make up shares less than one unit
held by them to a whole unit.
Articles 10 to 42 (same as current)
Supplementary Provision
The amendment to Article 6 shall come into effect on October 1,
2020. This supplementary provision shall be removed after
October 1, 2020 has passed.

-5-Proposal No. 4

Election of 14 Directors

At the conclusion of this Annual General Meeting of Shareholders, the terms of office of all 13 Directors will expire.
In that regard, the Company proposes the election of 14 Directors, increasing the number of outside Directors by one
to enhance the soundness and transparency of the Company’s management, and to strengthen its corporate
governance.
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 Technology & Development
Administration Dept. and 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 the Nippon Fruehauf business of Nippon Light
Metal Business Group
Director
In charge of the Nikkeikin Kakoh Kaihatsu business of Nippon
Light Metal Business Group
Director
In charge of Toyo Aluminium Business Group
Director
Head of Planning Administration Dept., in charge of the
Chemicals business of Nippon Light Metal Business Group, incharge of purchasing in Personnel, General Affairs andAccounting & Finance Administration Dept.
Director
In charge of the Metals & Industrial Parts businesses of Nippon
Light Metal Business Group, the Nikkei MC Aluminium
business of Nippon Light Metal Business Group, and the Rolled
Products business of Nippon Light Metal Business Group2Toshihide Murakami

3

Yasunori Okamoto

4

Hiroyasu Hiruma

5

Sho Adachi

6

Yoshihiro Tomioka

7

Toshikazu Tanaka

8

Masahito Saotome

9

Kaoru Kusumoto

10

Masato Ono

Director

11

Ryoichi Hayashi

Director

12

Haruo Ito

Director

13

Toshihito Hayano

Director

14

Keiko Tsuchiya

Candidate
attributes
Reelection
Reelection

Reelection

Reelection

Reelection
Reelection

Reelection

Reelection

New election
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
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 Company
Ichiro OkamotoJan. 2013
Manager of the Rolled Products business of(June 12, 1956)
Nippon Light Metal Business Group of theReelection
1) 180,774 sharesCompany
Attendance at the Board of2) NoneJune 2013
President and CEO of Nippon Light Metal
Directors’ meeting for fiscal
Company, Ltd.
year 201913/13 (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. andPresident of the Japan Institute of Light Metals[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 of the Company for many years, not only contributing to spread a profit-oriented
management style within the Company group (the “Group”), but also exerting himself to active associate with others in
the aluminum industry. 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. of the Company
Toshihide Murakami(September 16, 1956)(current position)
Reelection
June 2013
In charge of the Capacitor Foil business of1) 116,355 shares
Attendance at the Board of
Nippon Light Metal Business Group of the2) NoneDirectors’ meeting for fiscal
Company
year 2019
June 2014
Senior Executive Officer of Nippon Light
12/13 (92.3%)
Metal Company, Ltd.
(current position)
Oct. 2014
Head of Central Product Safety & Quality
Assurance Administration Dept. of theCompany(current position)
June 2018
Assistant to President of the Company(current position)
Significant concurrent positions outside the Company
Director, Senior Executive Officer 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 Planning Administration Dept.
of the Company
June 2013
Director and Head of Personnel, General
Yasunori Okamoto
Affairs and Accounting & Finance(April 7, 1957)
Administration Dept. of the Company
Reelection
Director of Nippon Light Metal Company, Ltd. 1) 106,140 shares
Attendance at the Board of(current position)2) NoneDirectors’ meeting for fiscal
June 2014
Senior Executive Officer of Nippon Light
year 2019
Metal Company, Ltd.
13/13 (100%)(current position)
June 2018
Assistant to President of the Company(current position)
Significant concurrent positions outside the Company
Director, Senior Executive Officer 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. 1980
Jan. 2005

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

Joined Nippon Light Metal Company, Ltd.
President and CEO of Nikkei Siam Aluminium
Limited
Oct. 2007
Officer of Nippon Light Metal Company, Ltd.
June 2011
Executive Officer of Nippon Light Metal
Company, Ltd.
Jan. 2012
President and CEO of Nikkei Panel System
Hiroyasu Hiruma
Co., Ltd.
(May 27, 1955)
June 2014
Director of the Company
Reelection
1) 83,841 shares(current position)
Attendance at the Board of2) Refer to Note 1
June 2014
In charge of the Panel System business of
Directors’ meeting for fiscal
Nippon Light Metal Business Group of theyear 2019
Company
13/13 (100%)
June 2017
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]
Hiroyasu Hiruma possesses a wealth of experiences in broad areas such as accounting, personnel, overseas
procurement, and management of overseas subsidiaries. He served for five years and five months as President and CEOof Nikkei Panel System Co., Ltd., and contributed significantly toward enhancing its business performance. As
Representative Director of Nippon Fruehauf Company, Ltd. since June 2017, he has been exerting his skills in the
managerial reform of the company while contributing to the management of the Group as Director of the Company. The
Company judges his experiences and insight 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. 1980
June 2005561) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Joined Nippon Light Metal Company, Ltd.
Director of Nikkeikin Aluminium CoreTechnology Company, Ltd.
June 2011
Managing Director of Nikkeikin Aluminium
Core Technology Company, Ltd.
Mar. 2012
General Manager of Shandong Nikkei Conglin
Sho Adachi
Automotive Parts Co., Ltd.
(December 7, 1955)
June 2014
President and CEO of Nikkeikin Aluminium
Reelection
1) 43,524 shares
Core Technology Company, Ltd.
Attendance at the Board of2) NoneJune 2017
Director, in charge of the Nikkeikin Kakoh
Directors’ meeting for fiscal
Kaihatsu business of Nippon Light Metal
year 2019
Business Group of the Company
13/13 (100%)
President and CEO of Nikkeikin Kakoh
Kaihatsu Holdings Company, Ltd.
(current position)
Significant concurrent positions outside the Company
President and CEO of Nikkeikin Kakoh Kaihatsu Holdings
Company, Ltd.
[Reasons for nomination as candidate for Director]
Sho Adachi possesses a wealth of experiences as the person responsible for the Extrusions business for many years, byserving as the President and CEO of Nikkeikin Aluminium Core Technology Company, Ltd. for five years, and also
contributed significantly to the growth of the China business. Since June 2017, as President and CEO of Nikkeikin
Kakoh Kaihatsu Holdings Company, Ltd., which presides over the Extrusions business, he has been exerting his
leadership capabilities and has also been contributing to the management of the Group as Director of the Company. The
Company judges his experiences and insight gained through the above to be indispensable to the management of theGroup, and proposes his reelection as Director.
Apr. 1980
Joined Toyo Aluminium K.K. (Merged with
Nippon Light Metal Company, Ltd. in October
1999)
Feb. 2002
Director of Toyo Aluminium Foil Products
K.K.
June 2005
President and CEO of Toyo Aluminium Foil
Products K.K.
Yoshihiro Tomioka
Apr. 2006
President and CEO of Toyo Aluminium Ekco
(February 24, 1956)
Products Co., Ltd.
Reelection
1) 11,758 shares
June 2015
Managing Executive Officer, Overseeing the
Attendance at the Board of2) None
New Business Creation Dept. of Toyo
Directors’ meeting for fiscal
Aluminium K.K.
year 201913/13 (100%)(current position)
June 2017
Director, in charge of Toyo Aluminium
Business Group of the Company
Director of Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
Director, Managing Executive Officer of Toyo Aluminium K.K.
[Reasons for nomination as candidate for Director]
Yoshihiro Tomioka served for nine years as President and CEO of Toyo Aluminium Ekco Products Co., Ltd., which is amajor subsidiary of Toyo Aluminium K.K. and handles household-related products. Recently, he has significantly
contributed to the corporate growth by heading up the New Business Creation Dept. of Toyo Aluminium K.K. 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, andproposes 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. 1986
Apr. 2008

71) 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, Head of Planning Administration
Toshikazu Tanaka
Dept. of the Company(September 21, 1961)
Director, Executive Officer of Nippon Light
Reelection
Metal Company, Ltd.
1) 57,318 shares
Attendance at the Board of2) None(current position)
Directors’ meeting for fiscal
June 2019
In charge of the Chemicals business of Nippon
year 2019
Light Metal Business Group and purchasing in
13/13 (100%)
Personnel, General Affairs and Accounting &Finance Administration Dept. of the Company(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]
Toshikazu Tanaka possesses a wealth of experiences in such areas as accounting, finance, and planning. He currently
oversees planning functions as Director of the Company and demonstrates his leadership through, for example,
formulating the Group’s mid-term business plan and managing its progress, and through his administration of Group
companies, as well as contributing to the overall management of the Group. In addition, he has been in charge of the
Chemicals business since June 2019, expanding the scope of business under his responsibility. 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.

- 12 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1985
June 2004

81) 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
In charge of the Metal & Alloy Div. and Shaped
Masahito Saotome
Parts Div. of Nippon Light Metal Business(January 2, 1963)
Group, in charge of the Nikkei MC Aluminium
Reelection
business of Nippon Light Metal Business
1) 14,159 shares
Attendance at the Board ofGroup of the Company
2) NoneDirectors’ meeting for fiscal
Executive Officer of Nippon Light Metal
year 2019
Company, Ltd.
11/11 (100%)
Refer to Note 2(current position)
June 2018
Officer of the Company
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)
Significant concurrent positions outside the Company
Director, Executive Officer of Nippon Light Metal Company,
Ltd., and Outside Director of Ahresty Corporation[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 Metal & Alloy Div. and Shaped Parts Div.,
the Alloys Div., and the Rolled Products Div. In addition, since June 2019 he has contributed to the management of theGroup as Director of the Company. Consequently, 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.

- 13 -

Candidate
No.

Name
(Date of birth)

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

Apr. 19789101) 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 1) 13,000 shares(July 22, 1955)of Raw Materials Dept., Planning Dept. of2) NoneNew election
Planning Division, and Accounting Dept. ofPlanning Division of Toyo Aluminium K.K.
June 2019
Senior Managing Executive Officer,
Overseeing Planning Division and Raw
Materials Dept. of Toyo Aluminium K.K.
(current position)
Significant concurrent positions outside the Company
Senior Managing Executive Officer 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. As Senior Managing Executive Officer of Toyo Aluminium K.K., he currently oversees thePlanning Division and the Raw Materials Dept., and has made a significant contribution to the company’s growth. The
Company judges his experiences and insight gained through the above to be indispensable to the management of theGroup, and proposes his election as Director.
Apr. 1974
Joined The Dai-Ichi Kangyo Bank, Limited
June 2007
Director & Deputy President of Mizuho
Financial Group, Inc.
June 2008
Executive Officer and Vice President of Japan
Hades Co., Ltd.
Masato Ono
June 2011
Representative Director and Vice Chairman of(November 4, 1950)
Japan Hades Co., Ltd.
Reelection
June 2012
Representative Director and President of Total
Outside1) 24,820 shares
Insurance Service Limited
Independent2) NoneOutside Director of Nippon Light Metal
Attendance at the Board ofCompany, Ltd.
Directors’ meeting for fiscal
year 2019
Oct. 2012
Outside Director of the Company
13/13 (100%)(current position)
June 2017
Special Advisor of Total Insurance Service
LimitedSignificant concurrent positions outside the Company
Outside Member of the Board of FANUC CORPORATION[Reasons for nomination as candidate for outside Director]
Masato Ono possesses in-depth insight through his experiences as a senior corporate manager of the financial
institutions for many years, and works as outside Director of another company. Furthermore, as an outside Director of
the Company, 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. The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as
an independent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company
plans for his appointment as an independent officer to continue.

- 14 -

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) 34,324 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 2019
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]
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. The Company has submitted notification to the Tokyo Stock Exchange that he has been designated as
an independent officer as provided for by the aforementioned exchange. If his reelection is approved, the Company
plans for his appointment as an independent officer to continue.

- 15 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1968

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

Joined Fuji Electric Manufacturing Co., Ltd.
(currently Fuji Electric Co., Ltd.)
June 1998
Director of Fuji Electric Manufacturing Co.,
Ltd. (currently Fuji Electric Co., Ltd.)
Oct. 2003
President and Representative Director of Fuji
Electric Systems Co., Ltd. (currently Fuji
Haruo Ito
Electric Co., Ltd.)(November 9, 1943)
June 2006
President and Representative Director of Fuji
Reelection
Electric Holdings Co., Ltd. (currently Fuji
OutsideElectric Co., Ltd.)1) 18,320 shares
Independent
Apr. 2010
Director and Advisor of Fuji Electric Holdings 2) None
Attendance at the Board ofCo., Ltd. (currently Fuji Electric Co., Ltd.)
Directors’ meeting for fiscal
June 2010
Advisor of Fuji Electric Holdings Co., Ltd.
year 2019(currently Fuji Electric Co., Ltd.)
11/13 (84.6%)(current position)
June 2016
Outside Director of the Company(current position)
Significant concurrent positions outside the Company
Advisor of Fuji Electric Co., Ltd., Chief Director of DenkiClub, Ltd., and Outside Director of Zeon Corporation[Reasons for nomination as candidate for outside Director]
Haruo Ito has gained many years of experiences and insight as a senior corporate manager of manufacturing companies,
and possesses experiences and insight as a senior corporate manager of a pure holding company whose type is identicalto the Company. 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 maintainimpartiality 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. The Company has submitted
notification to the Tokyo Stock Exchange that he has been designated as an independent officer as provided for by the
aforementioned exchange. If his reelection is approved, the Company plans for his appointment as an independent
officer to continue.

- 16 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1969
May 1996

131) 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) 3,661 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 2019
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]
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. The Company has submitted notification to the Tokyo
Stock Exchange that he has been designated as an independent officer as provided for by the aforementioned exchange.
If his reelection is approved, the Company plans for his appointment as an independent officer to continue.

- 17 -

Candidate
No.

Name
(Date of birth)

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

Apr. 1981
Jan. 1994

14

Notes:

1.

2.

3.
4.
5.

6.

1) 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)
1) 0 sharesJan. 2009
Senior HR Manager of Cisco Co., Ltd.
New election2) NoneFeb. 2011
Vice President, Human Resources Division of
OutsideJohnson & Johnson K.K.
IndependentAug. 2015
Director of Adecco Ltd.
(current position)
Aug. 2015
Head of HR Division of Adecco Ltd.
Jan. 2016
Head of People Value Division of Adecco Ltd.
(current position)
Significant concurrent positions outside the Company
Director of Adecco Ltd. and outside Director of TAIYOHOLDINGS CO., LTD.
[Reasons for nomination as candidate for outside Director]
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. 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 election as outside Director. If her election is approved, the Company plans to designate
her as independent officer as provided for by the Tokyo Stock Exchange.
The Company has been entrusted with administrative tasks relating to management from Nippon Fruehauf Company, Ltd.,
where Hiroyasu Hiruma, a candidate for Director, has served as Representative Director, and the aforementioned company
has paid the management fee to the Company.
Masahito Saotome, a candidate for Director, was newly elected as a Director during the Seventh Annual General Meetingof Shareholders held on June 25, 2019, and has assumed office. Consequently, his attendance at Board of Directors’
meetings in fiscal 2019 only includes the meetings held since his 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 seven years and nine months.
(2) At the conclusion of this Annual General Meeting of Shareholders, Ryoichi Hayashi’s tenure as outside Director of
the Company will have been seven years.
(3) At the conclusion of this Annual General Meeting of Shareholders, Haruo Ito’s tenure as outside Director of theCompany will have been four years.
(4) 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 four years and one month.
(5) Keiko Tsuchiya is a new candidate for outside Director.
Limited liability agreements with candidates for outside Director
Masato Ono, Ryoichi Hayashi, Haruo Ito, and Toshihito Hayano, 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 for damages under agreements is
the higher of either ¥7,000,000 or the minimum liability amount provided for under laws and regulations. If the reelection- 18 -

of them is approved, the Company plans to renew the aforementioned agreement with them. If the election of Keiko
Tsuchiya, a candidate for outside Director, is approved, the Company plans to enter into the same agreement with her.
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, etc.) and the Group.
8. Number of the Company’s shares owned by the candidates for Director includes their holdings in officers’ stock ownershipplan of the Company.

- 19 -

Proposal No. 5

Election of Three Auditors

At the conclusion of this Annual General Meeting of Shareholders, the term of office of Auditor, Nobuo Matsumoto,
Yuzuru Fujita, and Koji Yasui, 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
Name
No.
1
Nobuo Matsumoto
2

Yoshiki Sato

3

Jinseki Kim

Candidate
No.

1

Name
(Date of birth)

Current position in the Company
Full-time Auditor

Career summary and position

Candidate
attributes
Reelection
New election
OutsideIndependent
New election
OutsideIndependent
1) Number of theCompany’s
shares owned
2) Relationship ofspecial interestin the Company

Apr. 1981
Joined Nippon Light Metal Company, Ltd.
Nobuo Matsumoto(April 4, 1957)
Apr. 2009
General Manager of Auditing Office of Nippon
Reelection
Light Metal Company, Ltd.
Attendance at the Board ofJune 2012
Full-time Auditor of Nippon Light Metal
Directors’ meeting for fiscal
Company, Ltd.
1) 35,820 shares
year 2019
Oct. 2012
Full-time Auditor of the Company
2) None13/13 (100%)
Auditor of Nippon Light Metal Company, Ltd.
Attendance at the Board of(current position)
Corporate Auditors meeting for Significant concurrent positions outside the Company
fiscal year 2019
Auditor of Nippon Light Metal Company, Ltd.
12/12 (100%)[Reasons for nomination as candidate for Auditor]
Nobuo Matsumoto possesses considerable insight in finance and accounting gained from his long involvement in theadministrative division and from serving as an administrator of the audit of the internal control system at Nippon Light
Metal Company, Ltd. Furthermore, he has many years of experience as an Auditor of the company. Since being
appointed as an Auditor of the Company, he has used the experience and knowledge cultivated as a Full-time Auditor toprovide opinions as appropriate, and to contribute to improving the effectiveness of the Company’s audits. The
Company judges that he is capable of objectively undertaking appropriate audits, and proposes his reelection as Auditor.

- 20 -

Candidate
No.

Name
(Date of birth)

Career summary and position

Apr. 1972
Apr. 2003

2

3

Notes:

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
July 2004
Director and Managing Executive Officer ofAsahi Mutual Life Insurance Company
July 2008
President and Representative Director of Asahi
Yoshiki Sato
Mutual Life Insurance Company(December 5, 1949)
Apr. 2017
Chairman and Representative Director of Asahi 1) 0 shares
New election2) NoneMutual Life Insurance Company
OutsideApr. 2019
Chairman and Director of Asahi Mutual Life
Independent
Insurance Company(current position)
Significant concurrent positions outside the Company
Chairman and Director of Asahi Mutual Life Insurance
Company, Chairman of National Federation of UNESCO
Associations in Japan, outside Director of FUJIKYUKO CO.,LTD., outside Director of ADEKA Corporation, and outside
Director of Fuji Electric 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. If his election is approved, theCompany plans to designate him as independent officer as provided for by the Tokyo Stock Exchange.
Dec. 1992
Joined Tomono Tax Accounting Office
Oct. 1994
Joined Century Audit Corporation (currently
Ernst & Young ShinNihon LLC)
June 2003
Joined KPMG AZSA & Co. (currently KPMG
AZSA LLC)
July 2004
Seconded to KPMG LLP in the UK
Aug. 2007
Returned to post at KPMG AZSA & Co.
Jinseki Kim
July 2015
Established Jinseki Kim CPA Office(June 4, 1965)(current position)
1) 0 shares
New election2) NoneDec. 2015
CEO of Accounting Workshop Co., Ltd.
Outside(current position)
Independent
June 2018
Substitute Auditor of the Company(current position)
Dec. 2018
Representative of Nozomy Audit Corporation(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. If his election is approved, theCompany plans to designate him as independent officer as provided for by the Tokyo Stock Exchange.
1. Tenure since the candidates for outside Auditor assumed office as outside Auditor of the Company
Yoshiki Sato and Jinseki Kim are both new candidates for outside Auditor.
2. Limited liability agreements with candidates for outside Auditor- 21 -

If the elections of Yoshiki Sato and Jinseki Kim, candidates for outside Auditor, are approved, the Company plans to enter
into an agreement 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 this agreement is the higher of either ¥7,000,000 or the minimum liability
amount provided for under laws and regulations.
3. There are no other relationships that should be disclosed between any other companies that the candidates for outside
Auditor concurrently works for (as an executive director or an outside officer, etc.) and the Group.
4. Jinseki Kim was elected as substitute Auditor of the Company at the 6th Annual General Meeting of Shareholders held on
June 26, 2018. However, the validity of the resolution for election can be nullified by resolution of the Board of Directors
if the consent of the Board of Auditors has been obtained; provided, however, that it is only in a time before assuming
office. As the Company is proposing his election as an outside Auditor, the Board of Directors has resolved, with theconsent of the Board of Auditors, to nullify the resolution for his election as substitute Auditor as of the start of this Annual
General Meeting of Shareholders.
5. Number of the Company’s shares owned by the candidates for Auditor includes their holdings in officers’ stock ownershipplan of the Company.

- 22 -

Proposal No. 6

Election of One Substitute Auditor

Jinseki Kim, who is currently a substitute Auditor of the Company, was elected as substitute Auditor of the Company
at the 6th Annual General Meeting of Shareholders held on June 26, 2018. However, the validity of the resolution
for election can be nullified by resolution of the Board of Directors if the consent of the Board of Auditors has beenobtained; provided, however, that it is only in a time before assuming office. In Proposal No. 5, the Company isproposing his election as an outside Auditor. Therefore, the Board of Directors has resolved, with the consent of theBoard of Auditors, to nullify the resolution for his election as substitute Auditor as of the start of this Annual General
Meeting of Shareholders.
Therefore, the Company proposes the election of one substitute outside Auditor to be ready to fill a vacant position
should the number of outside Auditors falls below the number required by laws and regulations.
The validity of the resolution for election can be nullified by resolution of the Board of Directors if the consent of
the Board of Auditors has been obtained; provided, however, that it is only in a time before assuming office.
In addition, the consent of the Board of Auditors has been obtained for the submission of this proposal.
The candidate for substitute Auditor is as follows:

Name(Date of birth)

Career summary and position

Mar. 1979

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

Joined PricewaterhouseCoopers (subsequently reorganizedas Aoyama Audit Corporation)
Sept. 1982
Registered as certified public accountant(current position)
Kazuhiko Tomoda
July 1997
Representative of Aoyama Audit Corporation(April 30, 1956)
Apr. 2000
Representative of ChuoAoyama Audit Corporation
1) 0 shares
New election2) NoneSept. 2006
Representative Partner of PricewaterhouseCoopers Aarata
Outside(currently PricewaterhouseCoopers Aarata LLC)
Independent
July 2019
Established Tomoda CPA Office(current position)
Significant concurrent positions outside the Company
Certified public accountant[Reasons for nomination as candidate for substitute outside Auditor]
Kazuhiko Tomoda 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 judges that he willcontribute to securing fairness in the management of the Company by utilizing his experience and insight to the audit of theCompany. Thus, the Company proposes his election as substitute outside Auditor. If the number of outside Auditors falls below thenumber required by laws and regulations and he assumes the office as outside Auditor, the Company plans to designate him as anindependent officer as provided for by the Tokyo Stock Exchange.
Notes: 1. If a candidate for substitute outside Auditor has not been involved in corporate management other than through serving asan outside director or outside 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 Kazuhiko Tomoda has not been involved in corporate management directly, he is well versed in corporate
accounting, etc. as a certified public accountant. Thus, the Company judges that he will appropriately fulfill his duties as
outside Auditor.
2. Limited liability agreements with candidates for substitute outside Auditor
If the number of outside Auditors falls below the number required by laws and regulations, whereby Kazuhiko Tomoda, acandidate for substitute outside Auditor, assumes the office, then the Company plans to enter 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 underlaws and regulations.
3. There are no other relationships that should be disclosed between any other companies that the candidate for substituteoutside Auditor concurrently works for (as an executive director or an outside officer, etc.) and the Group.

- 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 -