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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6505)
August 5, 2022
To Shareholders with Voting Rights:
Akira Watanabe
President, Representative Director
Toyo Denki Seizo K.K.
1-4-16 Yaesu, Chuou-ku, TokyoNOTICE OF
THE 161st ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby announce that the 161st Annual General Meeting of Shareholders of Toyo Denki Seizo K.K. (the“Company”) will be held as described below.
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet,
etc. Please review the attached Reference Documents for the General Meeting of Shareholders, andexercise your voting rights no later than 5:00 p.m. on Wednesday, August 24, 2022, Japan time.
1. Date and Time:
2. Place:

Thursday, August 25, 2022, at 10:00 a.m. Japan time
“Station Conference Tokyo” Meeting Room 501 (5F, Sapia Tower)
1-7-12 Marunouchi, Chiyoda-ku, Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
161st Fiscal Year (June 1, 2021 - May 31, 2022) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 161st Fiscal Year
(June 1, 2021 - May 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of Two (2) Corporate Auditors
Proposal 4:◎ Of the documents to be provided with this Notice, “Information Concerning Accounting Auditor,”“Overview of Systems to Ensure Appropriate Business Operations (Basic Policy for Internal Control
Systems) and Operational Status Thereof” and “Basic Policy on Control of the Company” of the Business
Report, and the “Consolidated Statements of Changes in Net Assets,” “Notes to Consolidated Financial
Statements,” “Non-consolidated Statements of Changes in Net Assets,” and “Notes to Non-consolidated
Financial Statements” are posted on the Company’s website (https://www.toyodenki.co.jp) in accordancewith provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporationand therefore are not provided in this Notice. Furthermore, the aforementioned items posted on the
Company’s website are part of the documents audited by the Accounting Auditor and the Board of
Corporate Auditors when preparing their accounting audit report and audit report, respectively.
◎ Should the Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements,or the Reference documents for the General Meeting of Shareholders require revisions, the revised
versions will be posted on the Company’s website.

-1-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

With regard to the appropriation of surplus, the Company proposes the following.
[Items related to the year-end dividend]With regard to the year-end dividend for the fiscal year ended May 31, 2022, upon
comprehensively taking into consideration the return of profits to shareholders in a stable andcontinuous manner, the strengthening of the business structure and other factors the Company
proposes the ordinary dividend of 30 yen per share.
(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount
30 yen per share of common stock
Total of 268,211,760 yen(3) Effective date of distribution of surplus
August 26, 2022-2-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Company proposes to amend its Articles of Incorporation as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the Internet disclosure of reference documents and deemed disclosure(Article 15 of the current Articles of Incorporation) will become unnecessary and will therefore bedeleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Current Articles of Incorporation
Proposed amendments
Article 15 (Internet disclosure of reference
documents and deemed disclosure)<Deleted>
In convening a general meeting of shareholders,the company may deem that it has provided
shareholders with the information on the matterswhich must be described or mentioned in thereference documents of a general meeting ofshareholders,business
report,financialstatements and consolidated financial statements
by disclosing such information using theInternet pursuant to the regulations set forth by
the ministerial ordinance of the Ministry ofJustice.

-3-Current Articles of Incorporation

Proposed amendments
Article 15 (Measures for electronic provision, etc.)
1. The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

<Newly established>

Supplementary Provisions
1. The amendments to Article 15 of the Articles
of Incorporation shall come into effect on
September 1, 2022, the date of enforcement of
the amended provisions stipulated in theproviso to Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 (Internet
disclosure of reference documents anddeemed disclosure) of the Articles ofIncorporation shall remain in force withrespect to a general meeting of shareholders tobe held on a date within six months from the
Effective Date.
3. These supplementary provisions shall bedeleted after the lapse of six months from the
Effective Date or the lapse of three months
from the date of the general meeting ofshareholders set forth in the preceding
paragraph, whichever is later.

<Newly established>-4-Proposal 3:

Election of Seven (7) Directors

As the terms of office of all seven Directors will expire at the conclusion of this General Meeting of
Shareholders, the election of seven Directors (including three Outside Directors) is proposed.
The candidates for Director are as follows.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined the Company
Group Manager, Business Creation Group, Development
DivisionGroup Manager, Traction Control Design Group,
June 2005
Transportation Systems Works, Yokohama Plant, Production
Division
Deputy Center Manager, Research Center
August 2008
Group Manager, EV Systems Group, Business Development
May 2011
Division
General Manager, Business Development Division
August 2013
Executive Officer; General Manager, Management Planning
August 2015
Division
Appointed as Director; Division Director, Transportation
August 2016
Business Unit
Executive Director and Executive Officer; Division Director,
June 2018
Transportation Business Unit; General Manager, International
Akira Watanabe
Sales Division, Transportation Business Unit
November 22, 1959
Executive Director and Executive Officer; Division Director,
August 2018
Reappointment
Transportation Business Unit
Senior Executive Director and Executive Officer; Division
August 2019
Director, Transportation Business Unit; Plant Manager,
Yokohama Plant
President, Representative Director (current position)
August 2020
[Reason for nomination as a candidate for Director]
Mr. Akira Watanabe, since joining the Company in 1982, has been mainly
engaged in transportation business, and has knowledge and experience regardingtransportation business as a whole and the management of the entire Group, as
evidenced by his experience in the fields of research and development andmanagement planning. He has been appropriately supervising the management of
the Group as a whole as Director since 2016 and as President, Representative
Director since 2020.
He is nominated as a candidate for Director based on the judgment that, byutilizing his experience and knowledge, he would be able to continue toappropriately supervise the management of the Group as a whole and play asignificant role in sustainable growth and the improvement of corporate value.

Number ofshares of theCompany held

April 1982
June 2002

1

-5-

7,126

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
Joined the Company
General Manager, International Sales Division, Transportation
System Business Unit
Executive Officer; Deputy General Manager, Sales Division
August 2002
Appointed as Director; General Manager; Sales Division
August 2004
Director; Division Director, Transportation Business Unit
August 2006
Executive Director
August 2008
Representative Senior Executive Director
August 2009
Vice President, Representative Director
August 2012
President, Representative Director
August 2013
Chairman, Representative Director (current position)
August 2020
[Reason for nomination as a candidate for Director]
Mr. Kenzo Terashima has been driving the growth of the Group by strengthening
the management structure and promoting globalization as President,
Representative Director since 2013 and as Chairman, Representative Director
since 2020.
He is nominated as a candidate for Director based on the judgment that, byutilizing his experience and knowledge, he would be able to continue toappropriately supervise the management of the Group as a whole and play asignificant role in sustainable growth and the improvement of corporate value.
Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1980
General Manager, Strategy Development Department; General
June 2004
Manager, Strategy Support Department
General Manager, Hiroshima Corporate Sales Department
July 2005
General Manager, Hiroshima Branch
January 2006
General Manager, Corporate Research Department
July 2007
Joined the Company; Group Manager, Management Planning
June 2010
Group, Planning Division
General Manager, Management Planning Division
August 2011
Executive Officer; General Manager, Management Planning
August 2012
Division
Senior Executive Officer; Branch Manager of Osaka Branch
August 2015
Senior Executive Officer; General Manager, Ryuo Factory
August 2016
Integration Division; Deputy Division Director, Industry
Business Unit
December 2017 Senior Executive Officer; Division Director, Industry Business
Unit; General Manager, Ryuo Factory Integration Division
Executive Officer; Division Director, Industry Business Unit
June 2018
Executive Officer; Division Director, Industry Business Unit;
June 2019
Branch Manager of Hokkaido BranchAppointed as Director; Executive Officer; Division Director,
August 2019
Industry Business Unit; Branch Manager of Hokkaido Branch
Senior Executive Director and Executive Officer; Division
August 2020
Director, Industry Business Unit; Branch Manager of
Hokkaido Branch (current position)[Reason for nomination as a candidate for Director]
Mr. Yoshifumi Otsubo, since joining the Company in 2010, has been engaged inmanagement planning, utilizing his abundant experience at a financial institution,
following which he has gained knowledge and experience in the management of
the Group as a whole, including overseeing business divisions. He has been
appropriately supervising the management of the Group as a whole as Director
since 2019.
He is nominated as a candidate for Director based on the judgment that, byutilizing his experience and knowledge, he would be able to continue toappropriately supervise the management of the Group as a whole and play asignificant role in sustainable growth and the improvement of corporate value.

Number ofshares of theCompany held

April 1972
July 2001

2

Kenzo Terashima
August 18, 1948
Reappointment

3

Yoshifumi Otsubo
January 9, 1958
Reappointment-6-

17,460

5,507

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined Nippon Life Insurance Company
General Manager, Corporate Finance Department 3
General Manager, Head Office Corporate Finance Department 2
General Manager, Corporate Finance Department 1
Joined the Company
General Manager, Financial Affairs Division
Executive Officer; General Manager, Financial Affairs
Division
Senior Executive Officer; Branch Manager of Osaka Branch
August 2016
Kenji Tanimoto
Executive Officer; Branch Manager of Osaka Branch
June 2018
April 17, 1958
Executive Officer (current position)
May 2021
4
New appointment [Reason for nomination as a candidate for Director]
Mr. Kenji Tanimoto, since joining the Company in 2012, has been engaged infinancial affairs, utilizing his abundant experience in investment and loan
operations at a life insurance company, following which he has gained
knowledge and experience in the management of the Group as a whole, including
serving as Branch Manager of Osaka Branch and Executive Officer in charge ofmanagement planning. He has also been in charge of the reform of the personnel
system from the 162nd fiscal year.
He is nominated as a candidate for Director based on the judgment that, byutilizing his experience and knowledge, he would be able to appropriately
supervise the management of the Group as a whole and play a significant role insustainable growth and the improvement of corporate value.
Registered as a lawyer (Daini Tokyo Bar Association)
April 1969
Established Chinone & Haruhara Law Office
May 1982
Representative Director, Management and Law Committee
July 2011
Trust Administrator, Charitable Trust (Assistance Fund
March 2013
Regarding Disaster Risk Management Measures for Highwaysof NEXCO and Associated Companies) (current position)
Director, Public Interest Incorporated Foundations ofApril 2014
TETSUDOU KOUSAIKAI (current position)
Outside Director, Maruzen CHI Holdings Co., Ltd.
April 2015
Appointed as Outside Director of the Company (current
August 2015
position)
Outside Director and Member of the Audit and Supervisory
Hirokazu Chinone April 2016
Committee, Maruzen CHI Holdings Co., Ltd. (current
March 1, 1944
position)
Reappointment
5
Advisor, Management and Law Committee (current position)
July 2017
Outside Director [Reason for nomination as a candidate for Outside Director, and overview ofIndependent Director expected roles]
Mr. Hirokazu Chinone is a qualified lawyer and has given advice and madeproposals in order to ensure legality and appropriateness of decision-making of
the Board of Directors of the Company, utilizing his high level of insight andabundant experience in the field of corporate legal practice.
The Company renominated him as a candidate for Outside Director, as theCompany expects him to continue to give advice and make proposals effectively
in order to ensure legality and appropriateness of decision-making of the Boardof Directors of the Company.
[Term of Office as Outside Director]
Mr. Hirokazu Chinone currently serves as the Company’s Outside Director andhis term of office will be seven years at the conclusion of this General Meetingof Shareholders.

Number ofshares of theCompany held

April 1981
March 2004
March 2009
March 2010
April 2012
June 2012
August 2014

-7-

4,008

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined NIPPON STEEL NISSHIN Co., Ltd. (currently
NIPPON STEEL CORPORATION)
General Manager, Corporate Planning Division
June 2001
Executive Officer; General Manager, Sales Administration
April 2005
Division
Executive Officer; General Manager, Human Resources
April 2007
DivisionManaging Executive Officer; General Manager, Human
April 2009
Resources Division
Director; Managing Executive Officer; General Manager,
June 2009
Human Resources Division
Director; Managing Executive Officer; General Manager, Risk
April 2010
Management Promotion OfficeDirector; Managing Executive Officer; Chairman, NIPPON
April 2012STEEL NISSHIN (Shanghai) Steel Trading Co., Ltd.
Managing Executive Officer; Chairman, NIPPON STEEL
June 2012
NISSHIN (Shanghai) Steel Trading Co., Ltd.
Vice-President, Executive Officer & CFO
April 2014
Koji Mizumoto
Representative Director, Vice President, Executive Officer &November 3, 1954 June 2014
CFO
Reappointment
6
Director
April 2017
Outside Director
Senior Advisor
June 2017
Independent Director June 2018
AdvisorDirector (Outside), HISAKA WORKS, LTD. (current position)
June 2019
Appointed as Outside Director of the Company (current
August 2020
position)[Reason for nomination as a candidate for Outside Director, and overview of
expected roles]
Mr. Koji Mizumoto has abundant experience in corporate management andknowledge in financial accounting as CFO, and has given advice and madeproposals in order to ensure legality and appropriateness of decision-making of
the Board of Directors of the Company, utilizing his extensive insight andprofessional perspective.
The Company renominated him as a candidate for Outside Director, as theCompany expects him to continue to give advice and make proposals effectively
for decision-making of the Board of Directors of the Company.
[Term of Office as Outside Director]
Mr. Koji Mizumoto currently serves as the Company’s Outside Director and his
term of office will be two years at the conclusion of this General Meeting of
Shareholders.

Number ofshares of theCompany held

April 1978

-8-

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

Joined TEIJIN LIMITEDManager, Engineering Products Development Department,
Engineering Laboratories
General Manager, Business Planning and Administration
April 2004
Department; General Manager, Plant Maintenance and Utility
Department, Teijin Entech Co., Ltd.
General Manager, Engineering Center; General Manager,
April 2010
Chemical Engineering Department, Teijin Engineering
Limited; Assistant to CENO, TEIJIN LIMITED (in charge ofcapital investment)
Director, Teijin Engineering Limited
June 2010
Representative Director; Managing Director
June 2011
Teijin Group Chief Representative in Europe, TEIJIN
April 2012
LIMITED; President, Teijin Holdings Netherlands B.V.
Teijin Group Corporate Officer, TEIJIN LIMITED
April 2013
Head, Engineering Unit; Assistant Chief CSR Officer (inApril 2014
charge of disaster prevention)
Taizo Makari
Teijin Group Corporate Officer; Chief Officer (Engineering);
April 2017
January 19, 1959
Assistant Chief CSR Officer (in charge of disaster prevention)
Reappointment
Director, INFOCOM CORPORATION
June 20187
Outside Director
Teijin Group Executive Officer, TEIJIN LIMITED
April 2020
Counselor and Technical Advisor
April
2021
Independent Director
Appointed as Outside Director of the Company (current
August 2021
position)
Technical Advisor, TEIJIN LIMITED (current position)
April 2022
[Reason for nomination as a candidate for Outside Director, and overview of
expected roles]
Mr. Taizo Makari has abundant experience in corporate management both inJapan and overseas and highly specialized expertise, and has given advice andmade proposals in order to ensure legality and appropriateness ofdecision-making of the Board of Directors of the Company, utilizing his
extensive insight and global view.
The Company renominated him as a candidate for Outside Director, as theCompany expects him to continue to give advice and make proposals effectively
for decision-making of the Board of Directors of the Company.
[Term of Office as Outside Director]
Mr. Taizo Makari currently serves as the Company’s Outside Director and his
term of office will be one year at the conclusion of this General Meeting of
Shareholders.

Number ofshares of theCompany held

April 1983
October 1998

(Notes) 1.

2.

3.

4.

0

There are no special interests between each candidate for Director and the Company.
Mr. Hirokazu Chinone, Mr. Koji Mizumoto and Mr. Taizo Makari are candidates for Outside Director as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act. The
Company has registered them as independent officers with the Tokyo Stock Exchange.
As to liability of Outside Officers set forth in Article 423, Paragraph 1 of the Companies Act, theCompany may enter into an agreement to limit their liability to the minimum liability amount stipulated in
Article 425, Paragraph 1 of the Companies Act, when they performed their duties in good faith andwithout gross negligence, as stipulated in the Articles of Incorporation of the Company. If the proposal isapproved and Mr. Hirokazu Chinone, Mr. Koji Mizumoto and Mr. Taizo Makari are elected, theabove-mentioned liability limitation agreement shall retain their effect.
The Company has concluded a directors and officers liability insurance agreement as stipulated in Article
430-3, Paragraph 1 of the Companies Act with an insurance company. Under the said insurance agreement,
damage caused as a result of the insured directors assuming liability regarding the execution of their duties
or receiving claims pertaining to the pursuit of such liability shall be covered. If the candidates areappointed to the position of Director, they will be included as the insured under this insurance agreement.

-9-

<Reference>■
Directors Skills Matrix
Expertise and experience of Directors (after the approval of Proposal 3)
Areas of expertise and experience
Name

Akira
Watanabe
Kenzo
Terashima
Yoshifumi
OtsuboKenji
Tanimoto
Hirokazu
ChinoneKoji
Mizumoto
Taizo
Makari

OutsideDirectors

Corporate
management

Sales/
MarketingResearch anddevelopment/
Technology

Manufacturing/
Quality control

Globalbusiness

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Accounting/
Finance

Legal affairs

●
●

●
●

●

●
●

●

- 10 -●●

Proposal 4:

Election of Two (2) Corporate Auditors

As Corporate Auditors Mr. Toshiaki Akechi and Mr. Yasushi Miki will retire due to the expiration of theirterms of office at the conclusion of this General Meeting of Shareholders, the election of two Corporate
Auditors is proposed.
Furthermore, the Board of Corporate Auditors has given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions
and significant concurrent positions

Joined Taiyo Kobe Bank (currently Sumitomo Mitsui Banking
Corporation)
Joined East Japan Railway Company
April 1989
Director; General Manager of Finance Department, Viewcard
June 2012
Co., Ltd.
Full-time Corporate Auditor, JR Tokyo West Development Co.,
June 2014
Ltd. (currently JR Chuo Line Community Design Co., Ltd.)
Hitoshi Kobayashi
Full-time Corporate Auditor, JR East Department Store Co.,
June
2017
November 20, 1960
Ltd.
New appointment
Full-time Corporate Auditor, JR East Environment Access Co.,
June 2019
Ltd.
Advisor (current position)
June 2022[Reason for nomination as a candidate for Corporate Auditor]
Mr. Hitoshi Kobayashi has abundant experience and knowledge as a corporate
auditor. He is nominated as a candidate for Outside Corporate Auditor since theCompany expects him to perform audits and give effective advice utilizing his
experience.
Joined The Sanwa Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1982
General Manager, Kyoto-Ekimae Branch
April 2001
Deputy General Manager, Corporate Business Department
January 2004
General Manager, Shin-Osaka Branch
January 2007
General Manager, Nanba Branch
April 2009
November 2010 General Manager, Market Development Department, Osaka
Headquarters, Toyo Property Co., Ltd. (currently Toyo Real
Estate Co., Ltd.)
Executive Officer; General Manager, Market Development
June 2011
Department, Osaka Headquarters
Director and Senior Executive Officer; General Manager,
June 2016
Osaka Headquarters
Director and Senior Executive Officer; General Manager,
April 2017
Koichi Abe
Osaka Headquarters; General Manager, ONOTOYO GOLF
March 20, 1959
CLUB
New appointment
Director and Managing Executive Officer; General Manager,
January 2018
Osaka Headquarters; General Manager, ONOTOYO GOLF
CLUB
Co-General Manager, Board of Directors Membership
June 2018
Business Division, The Midori Kai Co., Ltd.
December 2018 General Manager, Board of Directors Membership Business
Division
Advisor (current position)
June 2022[Reason for nomination as a candidate for Corporate Auditor]
Mr. Koichi Abe has abundant experience at a financial institution and extensive
knowledge in corporate management. He is nominated as a candidate for Outside
Corporate Auditor since the Company expects him to perform audits and giveeffective advice utilizing his financial knowledge and experience in corporate
management.

Number ofshares of theCompany held

April 1983

1

2

- 11 -00(Notes) 1.

2.
3.

4.
5

There are no special interests between each candidate for Corporate Auditor and the Company.
Both candidates for Corporate Auditor are candidates for Outside Corporate Auditor as stipulated in Article
2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act.
Pursuant to the stipulations of Article 427, Paragraph 1 of the Companies Act, the Company may enter into
an agreement with an Outside Corporate Auditor to limit his liability as stipulated in Article 423,
Paragraph 1 of the Companies Act to the amount set forth by laws and regulations. If both candidates for
Corporate Auditor are elected, the Company intends to enter into the above agreement to limit their
liability.
Mr. Hitoshi Kobayashi serves as Advisor to JR East Environment Access Co., Ltd., but is scheduled toresign from that company upon appointment as Corporate Auditor of the Company.
Mr. Koichi Abe serves as Advisor to The Midori Kai Co., Ltd., but is scheduled to resign from thatcompany upon appointment as Corporate Auditor of the Company.

<Reference>■
Standards for Independence of Outside Officers
In addition to fulfilling the criteria in the Companies Act, Outside Officers shall also not fall under anyof the following items, in accordance with the Tokyo Stock Exchange “Guidelines Relating to ListingManagement, etc.”(1) In the event that a company where the Outside Officer serves as an executive* receives payment
from the Company or a subsidiary of the Company as consideration for products, components, orservices, or makes payment to the Company or a subsidiary of the Company, cases when theamount of such payments exceeds 2% of the consolidated net sales of either company in any fiscal
year during the past three fiscal years.
(2) Cases when the Outside Officer has received compensation exceeding 10 million yen directlyfrom the Company or a subsidiary of the Company as a legal, accounting, or tax specialist or
consultant (or in the event of a corporation, a person belonging to that corporation) in any fiscal
year during the past three fiscal years.
(3) Cases when contributions from the Company to a non-profit organization where the Outside
Officer serves as an officer executing business operations have exceeded 10 million yen in any
fiscal year during the past three fiscal years.
(4) Cases when the Outside Officer is or has been a major shareholder of the Company or an
executive thereof, directly or indirectly holding more than 10% of the Company’s voting rights
during the past three years.
(5) Cases when a relative within the second degree of the Outside Officer falls under the following
categories:
・ An executive of the Company or a subsidiary of the Company during the past three years(excluding insignificant persons);
・ A person falling under any of the above items (1) to (4) (excluding insignificant persons).
*Executive: An executive director, executive officer, operating officer, manager, or other
employee- 12 -