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: 57150
June 7, 2022
To our shareholders:Minoru Nakatogawa
President & Representative Director
Furukawa Co., Ltd.
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo
Notice of the 155th Annual Shareholders’ Meeting
The 155th Annual Shareholders’ Meeting of Furukawa Co., Ltd. (the “Company”) will be held as indicated below.
After careful consideration and in response to the current status of the novel coronavirus, we have decided to holdthis year’s Annual Shareholders’ Meeting with appropriate measures for prevention of infection put in place.
If you do not attend the Meeting, we kindly request that you exercise your voting rights after reviewing theReference Documents for Shareholders’ Meeting, either by returning the enclosed voting form indicating approvalor disapproval or by electronic means (via the Internet, etc.) to reach us no later than 5:00 p.m. on Tuesday, June
28, 2022 (JST).
1. Date and Time:
2. Venue:

Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00 a.m.)
11th floor, Company’s Conference Room, Tokiwabashi Tower
6-4, Otemachi 2-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and the results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board for the 155th fiscal year (from
April 1, 2021 to March 31, 2022)
2. The Non-Consolidated Financial Statements for the 155th fiscal year (from April 1, 2021 to March 31,
2022)
Matters to be resolved:
Proposal No. 1

Appropriation of Surplus

Proposal No. 2

Partial Amendments to the Articles of Incorporation

Proposal No. 3

Election of Nine (9) Directors

Requests to Shareholders
Taking the status of the novel coronavirus outbreak into account, we respectfully request that you consider
refraining from attending the Meeting on June 29, 2022, regardless of your health conditions, and exercise
your voting rights either in writing or via the Internet, etc., in advance.
• We strongly recommend that people at high risk of infection, including senior citizens, those with underlying
disease (such as diabetes, heart failure or respiratory disease) and pregnant women not attend the Meeting thisyear.
• Additionally, even in the event that you are not considered high risk as per the above, please be cautious andconsider not attending the Meeting if you feel anxious or unsafe.
• If you have a high fever, suffer from symptoms such as coughing, or suspect that you have contracted the novel
coronavirus or other contagious diseases, please avoid visiting the venue. We may deny such people entry forprevention of infection.
-1-

• We will omit some matters to be reported and explanations of matters to be resolved on the floor at the Annual
Shareholders’ Meeting from the viewpoint of shortening the Meeting to prevent the spread of infection. If you
attend the Meeting, please review the Reference Documents for Shareholders’ Meeting prior to the Meeting.
• Meeting content is subject to change depending on the status of infections and future announcements, etc., fromthe Government in the run-up to the Meeting. Please check updated information on the Company’s website,
noted below, as appropriate.
https://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
Preventive Measures to be Taken on the Meeting Day• The proceedings of the Meeting will be shortened compared with normal years.
• Alcohol-based hand sanitizers will be prepared for visiting shareholders near reception.
(Visiting shareholders are requested to bring and wear face masks if possible.)• If you are deemed to be ill with symptoms such as coughing or a high fever before entering the venue, you may
be denied entry.
• In order to maintain physical distance between seats in the venue, the number of seats available will be limited.
• Staff assisting in operational aspects of the Meeting will have their health checked and wear face masks whenattending to shareholders.
• No gifts will be offered to shareholders participating in the Meeting.
Whereas we will take infection prevention measures as thoroughly as possible in the venue, we respectfully
ask shareholders who are planning or considering attending the Meeting to use careful judgment on
attendance from the perspective of health and safety.
If there are any revisions to the Reference Documents for Shareholders’ Meeting, Business Report and/or
Consolidated and Non-Consolidated Financial Statements, such revisions will be posted on the Company’s
website.
The Company’s website (Information Page of Shareholders’ Meeting)https://www.furukawakk.co.jp/ir/stock/meeting_info.html (Japanese)
https://www.furukawakk.co.jp/en/ir/ (English)
How to Exercise Voting Rights:
1. If you attend the Meeting• Please submit the voting form to the receptionist at the venue. (Seals are not required.)• For the purpose of saving resources, please bring this Notice with you to the Meeting.
• If you exercise your voting rights by proxy, you can delegate your voting rights to one (1) proxy who is ashareholder of the Company with voting rights. In such case, please have the proxy submit a document
evidencing the authority of proxy to the receptionist at the venue.
Date and Time of the Meeting: Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Reception starts at 9:00
a.m.)
2. If you do not attend the Meeting• If you wish to exercise your voting rights by mail:Please indicate approval or disapproval on the enclosed voting form, and post it without affixing a stamp.
Voting deadline: Please ensure that it reaches us by 5:00 p.m. on June 28, 2022 (Tuesday).
• If you wish to exercise your voting rights via the Internet:
Please access the voting website (https://www.web54.net) from your PC or smartphone, enter the voting-2-

code and password indicated on the enclosed voting form, and then follow the instructions on the screen
for indicating approval or disapproval.
Voting deadline: Please ensure that you exercise your voting rights by 5:00 p.m. on June 28, 2022
(Tuesday).
If your vote is cast both in writing and via the Internet, etc., the one via the Internet, etc. shall be deemedas the valid execution of your voting right. If you have cast your vote multiple times via the Internet, etc.,
the final vote cast shall prevail.
3. Electronic voting platform
Shareholders who have an account with a trust bank, etc. (include standing proxies) may use, in addition
to voting via the Internet, the electronic voting platform operated by ICJ, Inc. to exercise voting rights at
the Shareholders’ Meeting by applying in advance to use the platform.

-3-

Reference Documents for Shareholders’ Meeting
Proposal No. 1

Appropriation of Surplus

The Company proposes the following appropriation of retained earnings.
Year-end dividends
The Company shall seek to enhance returns to shareholders, while adopting the fundamental policy of allocating
profits from a comprehensive viewpoint, including the primary consideration of capital investments that are
essential for securing earnings and internal reserves required for R&D, as well as business prospects in the coming
years and various other matters.
Taking into account such factors as the Company’s business results for the current fiscal year and future businessdevelopment, the Company proposes to appropriate retained earnings in the form of year-end dividends for the155th fiscal year as follows.
1. Type of dividend property
Cash
2. Allotment of dividend property and their aggregate amount¥50.00 per common share of the Company
Total dividends: ¥ 1,941,181,600
3. Effective date of dividends of surplus
June 30, 2022

-4-

Proposal No. 2
Partial Amendments to the Articles of Incorporation
1. Reasons for Proposal(1) Based on making Yamaishi Metal Co., Ltd. (“Yamaishi”), which manufactures and sells metal powder,a subsidiary on October 1, 2021, the necessary revisions will be made to Article 2 (Purposes) of thecurrent Articles of Incorporation of the Company.
(2) Since the revised provisions stipulated in the proviso of 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, Article 14 (Measures for Provision in Electronic Format, etc.) of the Articles of Incorporation
will be newly established as Proposed Amendments. The said Article will stipulate that the Company
shall take measures for providing information that constitutes the content of reference documents, etc.
for General Shareholders’ Meeting, in electronic format, and may limit the scope of the matters to belisted in the documents to be delivered to shareholders who have requested the delivery of documentsin paper format. The provision of Article 14 (Disclosure by Way of the Internet and Deemed Provisionof Reference Documents, etc. for General Shareholders’ Meeting) of the current Articles ofIncorporation will no longer be required and will be deleted. Accompanying these changes,
supplementary provisions regarding the effective date, etc. will be established.
2.

Details of the amendments
The details of the amendments are as follows:(Underlined parts indicate the amendments)
Current Articles of Incorporation

Proposed Amendments

Article 1 (Omitted)

Article 1 (Unchanged)(Purposes)(Purposes)

Article 2

Article 2

The purposes of the Company shall be to own shares of

The purposes of the Company shall be to own shares ofcompanies that engage in the following business activities

companies that engage in the following business activities

and thereby control and manage the business activities of theand thereby control and manage the business activities of therelevant companies.

relevant companies.

(1) Nonferrous metals mining business, nonferrous metals(1) Nonferrous metals mining business, nonferrous metals

smelting business, the manufacturing of precious-

smelting business, the manufacturing of metal

metal products and sales of said products, as well as

products and sales of said products, as well as thethe collection and recycling business of valuable

collection and recycling business of metals.

metals such as iron and nonferrous metals.
(2) - (20) (Omitted)(2) - (20) (Unchanged)

2 - 3 (Omitted)

2 - 3 (Unchanged)

Article 3 - Article 13 (Omitted)

Article 3 - Article 13 (Unchanged)(Disclosure by Way of the Internet and Deemed Provision ofReference Documents, etc. for General Shareholders’ Meeting)
Article 14
In connection with convocation of a General Shareholders’Meeting, the Company may deem that any information
relating to the matters to be described or shown in the-5-(Deleted)

Current Articles of Incorporation

Proposed Amendments

reference documents for the shareholders’ meeting, business
reports, financial statements, and consolidated financial
statements, is provided to the shareholders by disclosing
such information by way of the Internet in accordance withthe relevant Ordinance of the Ministry of Justice.

(Measures for Provision in Electronic Format, etc.)
Article 14(Newly established)

In connection with convocation of a General Shareholders’Meeting, the Company shall take measures for provision inelectronic format of the information contained in thereference documents, etc. for the General Shareholders’Meeting.
2. Of the matters for which the measures for provision inelectronic format will be taken, the Company may omit
listing all or part of the matters as stipulated in the Ordinanceof the Ministry of Justice in the documents that will bedelivered to shareholders who have requested the delivery of
documents in paper format by the record date of voting
rights.

Article 15 - Article 39 (Omitted)

Article 15 - Article 39 (Unchanged)(Supplementary Provisions)(Newly established)

Article 1
The amendments to Article 14 of the Articles ofIncorporation shall come into effect on September 1, 2022,
the date of enforcement of the amendment provisions
stipulation in the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending the Companies Act(Act No. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding paragraph,
Article 14 (Disclosure by Way of the Internet and Deemed
Provision of Reference Documents, etc. for General
Shareholders’ Meeting)

of

the

current Articles

ofIncorporation shall remain in force with respect to a General
Shareholders’ Meeting to be held on a date within six (6)months from the Effective Date.
3. These supplementary provisions shall be deleted after six (6)months has elapsed from the Effective Date or three (3)months has elapsed from the date of the General
Shareholders’ Meeting set forth in the preceding paragraph,
whichever is later.

-6-

Proposal No. 3
Election of Nine (9) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Meeting. Therefore, we propose
the election of nine (9) Directors. Out of the nine (9) candidates for Directors, three (3) are Outside Directors,
each of whom satisfies “the requirements for the independence of Outside Directors / Outside Audit &Supervisory Board Members” as stipulated by the Company.
The candidates for Directors are as follows:

Candidate
No.

Name

Naohisa
Miyakawa
MinoruNakatogawa

TenureasDirector

Position and responsibility in the
Company

11 years

Chairperson & Representative Director

Attendanceat theBoard ofDirectors
meetings
100%(16/16)100%(16/16)1

Reelection

2

Reelection

3

Reelection

Masahiro Ogino

5 years

4

Reelection

Kiyohito
Mitsumura

7 years

5

Reelection

Tatsuki Nazuka

3 years

6

Reelection

Hiroyuki Sakai

3 years

7

Reelection

Tatsuya Tejima

OutsideIndependent

5 years

Director

100%(16/16)8

Reelection

Yoichi Mukae

OutsideIndependent

3 years

Director

100%(16/16)9

Reelection

Kazumi Nishino

OutsideIndependent

3 years

Director

100%(16/16)

3 years

President & Representative Director
Management of overall operations
Senior Managing Director and Senior
Managing Executive Officer
Assistant to President
Rock Drill Machinery Segment
Managing Director
Assistant to President
Industrial Machinery Segment, UNIC
Machinery Segment, Metals Segment,
Environmental & Safety Management
Department, Purchasing Department
Director and Senior Executive Officer
General Manager, Technology Division
General Manager, Quality AssuranceManagement Department
Electronics Segment, Chemicals
Segment, Technology Division
Director and Senior Executive Officer
General Manager, Corporate Planning
Department
Real Estate Business, Corporate
Planning Department, Sustainability
Promotion Department, Accounting
Department, Financial Department,
Human Resources & General Affairs
Department, Legal Department,
Information System Department,Internal Audit Department100%(16/16)100%(16/16)100%(16/16)100%(16/16)(Notes) 1. If the above proposal is approved at this Meeting, the Company will appoint Naohisa Miyakawa as Chairperson &Representative Director and Minoru Nakatogawa as President & Representative Director of the Company at the Boardof Directors meeting scheduled after the conclusion of this Meeting.
2. Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino are candidates for Outside Directors. The Company registered themwith the Tokyo Stock Exchange as Independent Directors / Auditors stipulated by the-7-

Tokyo Stock Exchange. If thereelection of them is approved, the Company will continue the registration of Tatsuya Tejima, Yoichi Mukae andKazumi Nishino as Independent Directors.
3. The Company has entered into an agreement with Tatsuya Tejima, Yoichi Mukae and Kazumi Nishino to limit their liability
for damages as specified in Article 423, paragraph 1 of the Companies Act in accordance with the provision of Article 427,
paragraph 1 of the same law. The liability for damages based on the said agreement shall be limited to the higher of either
five (5) million yen or the minimum liability amount prescribed by the applicable law. If the reelection of Tatsuya Tajima,
Yoichi Mukae and Kazumi Nishino is approved, the Company plans to continue the said agreement with them.
4. The Company has entered into directors and officers liability insurance with an insurance firm based on the provisions ofArticle 430-3, paragraph 1 of the Companies Act. In case that a shareholder or a third party demands compensation fordamage, the Company will use this insurance to cover the damage, such as compensation for damage, litigation costs andother expenses that the insured may be liable for (however, excluding damage, etc. resulting from criminal or intentional
non-compliant acts). In the event that each candidate is elected and assumes the office of Director, they will become theinsured of this insurance policy. The Company plans to renew the insurance with the same terms and conditions when thetime of renewal comes.

-8-Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975
June 2003
Mar. 2005
June 2007

Naohisa Miyakawa(March 25, 1952)(70 years old)

June 2009

Reelection

June 2011

June 2013
June 2021
1

Joined the Company
General Manager, Human Resources Department
General Manager, Human Resources & General
Affairs Department
Executive Officer, General Manager, Human
Resources & General Affairs Department, andGeneral Manager, Secretary Department
Executive Officer of the Company
President & Representative Director of Furukawa
Denshi Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Denshi Co., Ltd.
President & Representative Director
Chairperson & Representative Director (current
position)

Number of theCompany’s
shares owned

43,288 shares*As of March 31,2022

Responsibility in the Company
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 11 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Serving as President & Representative Director of the Company for eight years since June 2013, Naohisa
Miyakawa formulated the Vision for 2025 “FURUKAWA Power & Passion 150” and promoted management
reforms, thereby demonstrating strong leadership. After taking office as Chairperson & Representative Directorof the Company, he is in charge of the management of the Company based on his extensive experience and insight,
etc. We propose his reelection as Director because we believe it is necessary to continue applying his experienceand knowledge to the management of the Company to enhance the corporate value and achieve sustainablegrowth.
Other special notes to candidate for Director● There is no special interest between Naohisa Miyakawa and the Company.
● The described number of shares held by Naohisa Miyakawa includes shares he holds under the Company’s
Officer Stock Holding Association.

-9-

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1983
June 2011
June 2016
Oct. 2016
June 2017

MinoruNakatogawa(August 21, 1959)(62 years old)

June 2018

June 2019
Reelection
June 2020

2

June 2021

Joined the Company
Director of Furukawa UNIC Corporation
Managing Director of Furukawa UNIC Corporation
General Manager in charge of HR Strategy, Human
Resources & General Affairs Department
Executive Officer of the Company
Executive Vice President & Director of Furukawa
UNIC Corporation (In charge of Promotion of Midterm Business Plan)
Executive Officer of the Company
President & Representative Director of Furukawa
UNIC Corporation
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
Director and Managing Executive Officer of theCompany
President & Representative Director of Furukawa
UNIC Corporation
President & Representative Director (current
position)

Number of theCompany’s
shares owned

11,636 shares*As of March 31,2022

Responsibility in the Company
Management of overall operations
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 3 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Minoru Nakatogawa has many years of experience in legal affairs and public & investor relations work, andserved as President & Representative Director of Furukawa UNIC Corporation. After taking office as President& Representative Director of the Company in June 2021, he has demonstrated his leadership cultivated in the
management of Group Companies and led the management of the Company. We propose his reelection as Director
because we believe it is necessary to continue applying his extensive experience and leadership to the
management of the Company in order for the Company to achieve the Vision for 2025 “FURUKAWA Power &Passion 150.”
Other special notes to candidate for Director● There is no special interest between Minoru Nakatogawa and the Company.
● The described number of shares held by Minoru Nakatogawa includes shares he holds under the Company’s
Officer Stock Holding Association.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1982
Mar. 2005
Jan. 2012
June 2013

Masahiro Ogino(September 4,
1958)(63 years old)

June 2015

Reelection

June 2019

June 2017

June 2021

3

Joined the Company
Director of Furukawa Metals & Resources Co., Ltd.
General Manager, Financial Department
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Executive Officer of the Company
President & Representative Director of Furukawa
Metals & Resources Co., Ltd.
Director, Senior Executive Officer, and General
Manager, Corporate Planning Department
Director, Managing Executive Officer, and General
Manager, Corporate Planning Department
Senior Managing Director and Senior Managing
Executive Officer of the Company (current position)
President & Representative Director of Furukawa
Rock Drill Co., Ltd. (current position)

Number of theCompany’s
shares owned

11,650 shares*As of March 31,2022

Responsibility in the Company
Assistant to President, Rock Drill Machinery Segment
Significant concurrent positions outside the Company
President & Representative Director of Furukawa Rock Drill Co., Ltd.
Tenure as Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Masahiro Ogino has extensive experience and a track record in the Materials Business and was also involved in
the management strategy of the entire Group as General Manager of the Corporate Planning Department, thereby
contributing to strengthening the management structure. He has demonstrated his leadership after assuming thepost of President & Representative Director of Furukawa Rock Drill Co., Ltd. in June 2021 and led the Rock Drill
Machinery Segment. We propose his reelection as Director because we believe it is necessary to continue applying
his extensive experience and execution capabilities to the management of the Company to enhance the corporate
value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Masahiro Ogino and the Company.
● The described number of shares held by Masahiro Ogino includes shares he holds under the Company’s Officer
Stock Holding Association.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1980
Oct. 2008
June 2011
June 2012
Sept. 2013

Kiyohito
Mitsumura(July 7, 1955)(66 years old)
Reelection

Apr. 2014
June 2014

June 2015

June 2018
4

Joined the Company
General Manager, Financial Department
General Manager, Corporate Planning Department
and General Manager, Financial Department
Executive Officer and General Manager, Corporate
Planning Department
Executive Officer, General Manager, Corporate
Planning Department, and General Manager, CSR
Promotion Department
Executive Officer and General Manager, Corporate
Planning Department
Senior Executive Officer of the Company
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Director and Senior Executive Officer of theCompany
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Managing Director and Managing Executive Officerof the Company
President & Representative Director of Furukawa
Rock Drill Co., Ltd.
Managing Director (current position)

Number of theCompany’s
shares owned

16,633 shares*As of March 31,
2022

June 2019
Responsibility in the Company
Assistant to President, Industrial Machinery Segment, UNIC Machinery Segment, Metals Segment,
Environmental & Safety Management Department, Purchasing Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 7 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Kiyohito Mitsumura has extensive experience and knowledge in the administrative field and overseas businessand has led the Machinery Business, which the Company positions as its core business, as a Director in charge
for many years, thereby contributing to enhancing the corporate value. We propose his reelection as Director
because we believe it is necessary to apply his extensive experience and execution capabilities to the managementof the Company in order for the Company to sustainably expand the Machinery Business.
Other special notes to candidate for Director● There is no special interest between Kiyohito Mitsumura and the Company.
● The described number of shares held by Kiyohito Mitsumura includes shares he holds under the Company’s
Officer Stock Holding Association.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1981
June 2009
June 2011
Dec. 2014

June 2015

June 2017

Oct. 2017
Tatsuki Nazuka(May 10, 1958)(64 years old)

July 2018

Apr. 2019

Reelection

June 20195

Aug. 2019

Apr. 2020
Oct. 2020

Joined the Company
Director of Furukawa Industrial Machinery Systems
Co., Ltd.
General Manager, Techno-Research Laboratory,
R&D Division of the Company
Deputy General Manager, Development Division
and Deputy General Manager, Tsukuba Development
CenterExecutive Officer, Deputy General Manager,
Development Division, and General Manager,
Tsukuba Development Center
Executive Officer and General Manager,
Development Division, General Manager, Tsukuba
Development Center
Executive Officer and General Manager, Technology
Division
Executive Officer, General Manager, Technology
Division, and General Manager, Technological
Strategy Department
Executive Officer, General Manager, Technology
Division, General Manager, Technological Strategy
Department, and General Manager, N Project
Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department of the Company
President & Representative Director of Furukawa
Scintitech Corporation
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, N Project Department
Director and Senior Executive Officer, General
Manager, Technology Division
Director and Senior Executive Officer, General
Manager, Technology Division, and General
Manager, Quality Assurance Management
Department (current position)

Number of theCompany’s
shares owned

9,438 shares*As of March 31,2022

Responsibility in the Company
Electronics Segment, Chemicals Segment, Technology Division
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 3 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Tatsuki Nazuka has been working in the Technology Division for many years, possessing expert knowledge anda track record concerning engineering and development. He has promoted the improvement of technologicalstrategy and technological development in the Company and the Group Companies as General Manager,
Technology Division, while leading the Materials Business as Director of the Company, thereby contributing toenhancing the corporate value. We propose his reelection as Director because we believe it is necessary tocontinue applying his highly specialized knowledge and experience to the management of the Company toenhance the corporate value and achieve sustainable growth.
Other special notes to candidate for Director● There is no special interest between Tatsuki Nazuka and the Company.
● The described number of shares held by Tatsuki Nazuka includes shares he holds under the Company’s Officer
Stock Holding Association.

- 13 -

Candidate
No.

Name
(Date of birth)

Hiroyuki Sakai(January 14, 1960)(62 years old)

Career summary and position and responsibility in the Company
Apr. 1982
June 2011
June 2013
June 2015
June 2017
June 2019

Reelection
June 2021

6

Joined the Company
Director of Furukawa Rock Drill Co., Ltd.
General Manager, Financial Department
General Manager, Accounting Department andGeneral Manager, Financial Department
Executive Officer and General Manager, Business
Process Re-engineering Department
Director and Senior Executive Officer, General
Manager, Business Process Re-engineering
Department
Director and Senior Executive Officer, General
Manager, Corporate Planning Department (current
position)

Number of theCompany’s
shares owned

9,630 shares*As of March 31,2022

Responsibility in the Company
Real Estate Business, Corporate Planning Department, Sustainability Promotion Department, Accounting
Department, Financial Department, Human Resources & General Affairs Department, Legal Department,
Information System Department, Internal Audit Department
Significant concurrent positions outside the Company
Not applicable
Tenure as Director: 3 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reasons for nomination as candidate for Director
Hiroyuki Sakai has held important positions at the Company and the Group Company, possessing a wide rangeof experience and knowledge in the administrative field as well as in the finance and accounting field. He has
contributed to standardization of work, improvement of work efficiency, enhancement of productivity, and the
re-building of business processes in the Group as General Manager, Business Process Re-engineering
Department, and has also led the real estate business, thereby helping to improve a wide range of management
issues. We propose his reelection as Director because we believe it is necessary to continue applying his extensive
experience and knowledge to the management of the Company to enhance the corporate value and achievesustainable growth.
Other special notes to candidate for Director● There is no special interest between Hiroyuki Sakai and the Company.
● The described number of shares held by Hiroyuki Sakai includes shares he holds under the Company’s Officer
Stock Holding Association.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1969
June 1999
June 2000
Jan. 2002
June 2002

7

Number of theCompany’s
shares owned

Joined Toho Zinc Co., Ltd.
Director of Toho Zinc Co., Ltd.
Executive Officer of Toho Zinc Co., Ltd.
Managing Executive Officer of Toho Zinc Co., Ltd.
Managing Director and Managing Executive Officerof Toho Zinc Co., Ltd.
Tatsuya TejimaJune 2003
Representative Director and Managing Director, and(July 12, 1946)
Managing Executive Officer of Toho Zinc Co., Ltd.
(75 years old)
3,120 shares
June 2005
Representative Director and Senior Managing
Director, and Senior Managing Executive Officer of*As of March 31,
Toho Zinc Co., Ltd.
Reelection
2022
June
2006
Representative Director and President, and COO of
OutsideToho Zinc Co., Ltd.
Independent
June 2008
Representative Director and President of Toho Zinc
Co., Ltd.
June 2017
Advisor of Toho Zinc Co., Ltd. (current position)
Director of the Company (current position)
June 2018
Outside Director of Hanwa Co., Ltd. (current
position)
Significant concurrent positions outside the Company
Advisor of Toho Zinc Co., Ltd.
Outside Director of Hanwa Co., Ltd.
Tenure as Outside Director: 5 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Tatsuya Tejima has been engaged in corporate management over many years and has rich experience in overseas
business. He has provided useful advice on the management of the Company and appropriate supervision overbusiness execution from an objective perspective that is also independent from the management, leveraging his
sufficient track record and extensive knowledge as a manager. We propose his reelection as Outside Director
because we believe he will be able to continue providing useful advice on and appropriate supervision over the
management of the Company.
Other special notes to candidate for Outside Director● Tatsuya Tejima is an Advisor of Toho Zinc Co., Ltd., with which the Company and the Group Companies areengaged in a transactional relationship of trading in sulfuric acid; however, these transactions consist of lessthan 1% of the respective sales of the Company and the Group Companies and Toho Zinc Co., Ltd. in this fiscal
year, and so they have no significance that would affect his independence as Outside Director.
● The described number of shares held by Tatsuya Tejima includes shares he holds under the Company’s Officer
Stock Holding Association.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1975

8

Number of theCompany’s
shares owned

Joined Ministry of International Trade and Industry(current Ministry of Economy, Trade and Industry)
June 2004
Director-General for Commerce and Distribution
Policy, Minister’s Secretariat of Ministry of
Economy, Trade and Industry (retired on July 2006)
Aug. 2006
Managing Director of The Shoko Chukin Bank, Ltd.
(retired on July 2008)
Aug. 2008
Advisor of The Kansai Electric Power Company,
Incorporated
June 2009Managing Director of The Kansai Electric Power
Company, Incorporated
June 2013
Director, Managing Executive Officer of The Kansai
Yoichi Mukae
Electric Power Company, Incorporated (retired on(August 9, 1951)
June 2015)(70 years old)
7,667 shares
June 2015
President & Representative Director of The Kanden*As of March 31,
L&A Company, Limited
President & Representative Director of KANDEN
Reelection
2022
EL AUTO SYSTEM Co., Ltd.
OutsideJune 2019
President & Representative Director of The Kanden
Independent
L&A Company, Limited
President & Representative Director of KANDEN
EL AUTO SYSTEM Co., Ltd.
Director of the Company (current position)
June 2020
Senior Adviser of The Kanden L&A Company,
LimitedPresident of GS1 Japan
Representative Director of Research Institute of
Economy, Trade and Industry
June 2021
President of GS1 Japan (current position)
Representative Director of Research Institute of
Economy, Trade and Industry (current position)
Significant concurrent positions outside the Company
President of GS1 Japan
Representative Director of Research Institute of Economy, Trade and Industry
Tenure as Outside Director: 3 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Yoichi Mukae has wide range of experience and knowledge after assuming a series of key positions in the
Ministry of Economy, Trade and Industry and after retiring from governmental offices, being involved in the
management of private companies. Additionally, he is a man of character and good judgement, and he has
provided useful advice on the management of the Company and appropriate supervision over business execution
from an objective perspective that is also independent from the management. Therefore, we propose his reelection
as Outside Director because we believe he will be able to continue providing useful advice on and appropriate
supervision over the management of the Company.
Other special notes to candidate for Outside Director● Yoichi Mukae is the Representative Director of Research Institute of Economy, Trade and Industry (RIETI),with which the Company and the Group Companies are engaged in a transactional relationship of purchasing
periodical publications issued by RIETI. However, these transactions consist of less than 1% of the respective
sales of the Company and the Group Companies and RIETI in this fiscal year, and so they have no significancethat would affect his independence as an Outside Director.
● The described number of shares held by Yoichi Mukae includes shares he holds under the Company’s Officer
Stock Holding Association.

- 16 -

Candidate
No.

Name
(Date of birth)

Career summary and position and responsibility in the Company
Apr. 1992

9

Number of theCompany’s
shares owned

Joined Fuji Photo Film Co., Ltd. (current FUJIFILM
Holdings Corporation) (retired on March 1996)
Apr. 2006
Associate Professor, Department of Management of
Science & Technology, Graduate School ofManagement of Science & Technology (current
Department of Management of Technology,
Graduate School of Management) of Tokyo
University of Science
Apr. 2017
Associate Professor, Graduate School of Commerceand Management of Hitotsubashi University
Kazumi Nishino
June 2019
Associate Professor, Graduate School of Business(June 9, 1968)
Administration of Hitotsubashi University(53 years old)
5,079 shares
Outside Director of Orient Corporation*Asof March 31,
Director of the Company
Reelection2022
Dec. 2019
Associate Professor, Graduate School of BusinessOutsideAdministration of Hitotsubashi University
Outside Director of Orient Corporation
Independent
External Board Director of MiRTeL Co., Ltd.
Director of the Company
Dec. 2021
Associate Professor, Graduate School of Business
Administration of Hitotsubashi University
Outside Director of Orient Corporation (current
position)
Director of the Company (current position)
Apr. 2022
Professor, Graduate School of Business
Administration of Hitotsubashi University (current
position)
Significant concurrent positions outside the Company
Professor, Graduate School of Business Administration of Hitotsubashi University
Outside Director of Orient Corporation
Tenure as Outside Director: 3 years (at the conclusion of this Meeting)Attendance at the Board of Directors meetings: 16/16 (100%)
Reason for nomination as candidate for Outside Director and expected role
Kazumi Nishino is a Professor at the Graduate School of Hitotsubashi University, and her fields of study centeron theory of management strategy. She has expert knowledge of and practical study accomplishments in businessmodel analysis, the logics of new business creation and product development management in particular. Basedon this, she has provided useful advice on the management of the Company and appropriate supervision overbusiness execution from objective, professional, and diverse perspectives that are also independent from the
management. We propose her reelection as Outside Director because we believe she will be able to continue
providing useful advice on and appropriate supervision over the management of the Company.
Although she does not have direct experience in corporate management, she is deemed capable of appropriately
performing her duties as Outside Director on the aforementioned grounds.
Other special notes to candidate for Outside Director● There is no special interest between Kazumi Nishino and the Company.
● The described number of shares held by Kazumi Nishino includes shares she holds under the Company’s
Officer Stock Holding Association.

- 17 -

[Reference]: Directors' Expertise and Experience (Skills Matrix)
If Proposal No. 3 is approved as originally proposed, the Directors’ Skills Matrix will be as follows.

Corporate
management

Businessstrategies/
MarketingNaohisa Miyakawa●●

Minoru Nakatogawa

●

●

Name

Independence

Technology
Finance/development/
AccountingIT●●

Masahiro Ogino●●

Kiyohito Mitsumura●●

Tatsuki Nazuka●

Hiroyuki Sakai●

Tatsuya Tejima★

●

Yoichi Mukae★

●

Kazumi Nishino★

Legal affairs/
HR/InternationaHR
Risk
lity
management development

●

●

●

●
●
●

●

●

- 18 -