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. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arising from thetranslation.

(Security Code 7408)
June 9, 2023
(Measures for electronic provision starts on: June 1, 2023)
To Shareholders:Toshiyuki Abe
Representative Director & President
JAMCO Corporation
Registered Office:6-11-25, Osawa, Mitaka-shi, Tokyo, Japan
Head Office:1-100, Takamatsu-cho, Tachikawa-shi, Tokyo, JapanNOTICE OF
THE 83RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage. We are pleased to announce
that the 83rd Annual General Meeting of Shareholders of JAMCO Corporation (the “Company”) will be held forthe purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision,and posted the matters to be provided electronically on the Company’s Internet website below.
The Company’s website:
https://www.jamco.co.jp/ja/ir/stocks/meeting.html
In addition to the Company’s website, the matters to be provided electronically have been posted on the websiteof the Tokyo Stock Exchange (TSE). Please access the TSE’s website below, enter and search for “JAMCO” in the“Issue name (company name)” field or “7408” in the “Code” field, select “Basic information” and go to “Documentsfor public inspection/PR information” to confirm the available information.
TSE’s website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
You can exercise your voting rights either in writing or via the Internet in lieu of attending the meeting in person.
Please review the attached Reference Documents for the General Meeting of Shareholders, refer to “Exercise of
Voting Rights” on page 3, and exercise your voting rights by 5:30 p.m. Japan time on Tuesday, June 27, 2023. In
addition, this year’s Annual General Meeting of Shareholders will be streamed live online. Please see page 4 of thisconvocation notice for further details.

―1―

1.

Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time2.

Place:“Ambassador Room,” 8F, Kichijoji Excel Hotel Tokyu located at 2-4-14, Kichijoji-honcho,Musashino-shi, Tokyo, Japan* Please note that we have changed the venue for this year’s meeting.

3.

Objectives of the
Meeting:

Matters to be reported:
1.
The Business Report, Consolidated Financial Statements for the Company’s 83rd Fiscal
Year (April 1, 2022 - March 31, 2023) and results of audits of the Consolidated Financial
Statements by the Accounting Auditor and the Audit & Supervisory Board2.

Non-consolidated Financial Statements for the Company’s 83rd Fiscal Year (April 1, 2022
- March 31, 2023)

Proposals to be resolved:

4.

Matters determined
for the General
Meeting of
Shareholders:






Proposal 1:

Election of eight (8) Directors

Proposal 2:

Election of three (3) Audit & Supervisory Board Members

Proposal 3:

Election of one (1) Substitute Audit & Supervisory Board Member

Proposal 4:

Grant of Compensation for Allotment of Restricted Stock to Directors

Please refer to “Exercise of Voting Rights.”

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Any revisions to the matters to be provided electronically will be posted on the websites above.
The document delivered to shareholders also serves as a document that states the matters to be provided electronically, which
is delivered to shareholders who have requested the document in paper-based format. The Notes to Consolidated Financial
Statements and Notes to Non-consolidated Financial Statements that are not included therein in accordance with laws andregulations and Article 17 of the Articles of Incorporation of the Company are posted on the Company’s website and the TSE’s
website.
This notice is part of the Consolidated Financial Statements and Non-consolidated Financial Statements audited by Audit &Supervisory Board Members and the Accounting Auditor in preparing their audit reports.

For this General Meeting of Shareholders, we sent the notice in paper-based format to all shareholders as in the past, irrespective ofwhether they requested it. However, for the Annual General Meetings of Shareholders to be held in June 2024 onward, we will notify
shareholders how we will deliver notices on the Company’s website when determined. For details about the electronic provisionsystem or request for delivery of documents in paper-based format, please contact the Securities Agency Division of Mitsubishi UFJ
Trust and Banking Corporation.
<Inquiries about the electronic provision system>
Dedicated phone number for inquiries regarding the electronic provision system
Telephone Center, Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation+81-120-696-505 (Calls accepted from 9:00 a.m. to 5:00 p.m. on weekdays, excluding Saturdays, Sundays and national holidays,etc.)
https://www.tr.mufg.jp/daikou/denshi.html―2―

Exercise of Voting Rights
If exercising your voting rights in writing or via the Internet

If attending the General
Meeting of Shareholders

Exercise of voting rights inwriting

Exercise of voting rights
via the Internet

Exercise of voting rights byattending the meeting

Please indicate your votefor or against the proposals
on the enclosed Voting
Rights Exercise Form andreturn it.
Please return the form assoon as possible so that theresults of the exercise of
voting rights can becounted.

If you are exercising yourvoting rights via theInternet, please read thefollowing carefully before
exercising your voting
rights.

If you are attending themeeting in person, pleasebring this convocation
notice and submit theenclosed Voting Rights
Exercise Form at thereception desk.

Voting deadline:

Voting deadline:

Date and time

5:30 p.m. Japan time,
Tuesday, June 27, 2023

5:30 p.m. Japan time,
Tuesday, June 27, 2023

Wednesday, June 28, 2023,
at 10:00 a.m. Japan time

* If you are attending themeeting in person, you are
not required to exercise
your voting rights by mail(Voting Rights Exercise
Form) or via the Internet.

(Reception starts at 9:00 a.m.)(1) Exercising your voting rights by appointing a proxyIf you are unable to attend the General Meeting of Shareholders, you may appoint one shareholder with avoting right to attend the meeting as a proxy. In such case, your proxy will be requested to submit adocument certifying his/her appointment as a proxy.
(2) If there is no indication of your vote for or against a proposal on the voting form, it shall be deemed as anindication of approval.
(3) If you exercise your voting rights both in writing and via the Internet, the exercise of your voting rights via
the Internet shall be deemed valid.
(4) If you have exercised your voting rights more than once via the Internet, only your final vote shall bedeemed valid.
In addition, if you exercise your voting rights more than once by using a computer, a smartphone or amobile phone, only your final vote shall be deemed valid.

―3―On the day of the meeting, proceedings of the General Meeting of Shareholders will be streamed live online.
Date and Wednesday, June 28, 2023 from 10:00 a.m. Japan time
time of* You may access the streaming site starting around 9:00 a.m., or 60 minutes prior to the start ofthe
the General Meeting of Shareholders.
streamWhen you are prompted to enter your Shareholder ID and password, please enter yourShareholder ID and Password in accordance with the following.
If you are mailing in your Voting Rights Exercise Form, please make sure to take note ofyour Shareholder Number beforehand.
Streaming
URL

How towatch thestreamhttps://v.srdb.jp/7408/2023soukai/

Shareholder
ID

Password

Shareholder Number (8 digits)
indicated on your Voting Rights Exercise Form

Postal code (7 digits obtained by removing hyphens)of your address* Your address as registered on the Shareholder Registry as of March 31, 2023.
Of the 15-digit number indicated on your Voting
Rights Exercise Form, the 8-digit number in the
middle is your Shareholder Number.
XXXX-XXXX-XXXX-XXX<Notes on watching the live stream>







Shareholders watching the live stream may not participate in voting sessions on the day of the meeting, unlike thoseattending the meeting in person. Please exercise your voting rights in advance in writing or via the Internet (please refer
to “Exercise of Voting Rights”). Please also note that, similarly, we will not be able to take your questions or comments
during the deliberations on the day of the meeting.
You may not be able to watch the live stream depending on the computer you use, your Internet connection environment, theconnection status, etc.
Shareholders are responsible for connection fees and other expenses for watching the stream.
Please do not photograph, film, record, or save the stream.
Providing Shareholder ID and Password to a third party is strictly prohibited.

For shareholders attending the General Meeting of Shareholders in person
Videos of the meeting venue for the live stream will be limited to areas near the Chairperson’s seat and officers’ seats, inconsideration of privacy of shareholders in attendance. However, please note shareholders in attendance might be filmed
inadvertently. Please also note that voices including questions from shareholders will be streamed as is.

Please call the following number if you have any questions.

Inquiries forlive streaming

Dedicated phone number

Calls accepted from 9:00 a.m. to 12:00 noon on June 28+81-120-209-064 (the day of the General Meeting of Shareholders)―4―Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal 1

Election of eight (8) Directors

The terms of office of all seven (7) current Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.
The candidates for Directors are as follows:

No.

Current positionat the Company

Name

Attendance at meetingsof the Board of
Directors for thecurrent fiscal term
12 out of 12 meetings(100%)(after his assumption of
office)1Reelection Toshiyuki Abe

Representative Director,
President & CEO

2

Reelection Takashi Yonekura

Representative Director,
Executive Vice President

14 out of 14 meetings(100%)

3

Reelection Toshikazu Kimura

Director & Executive Vice
President

14 out of 14 meetings(100%)

4

New
electionYu Takahashi

Outside-5

Reelection Shigeru Harada

OutsideDirector

12 out of 12 meetings(100%)(after his assumption of
office)6

Reelection Shinichi Suzuki

OutsideIndependent

Director

14 out of 14 meetings(100%)

7

Reelection Juichi Watanabe

OutsideIndependent

Director

14 out of 14 meetings(100%)

Reelection Yuki Tsuru

OutsideIndependent

Director

11 out of 12 meetings(92%)(after her assumption of
office)

8

―5―

No.

1 Toshiyuki Abe

Reelection
August 7, 1960

Date of birthAttendance at meetings of the Board of Directors for thecurrent fiscal term
Number of shares of the Company held

12 out of 12 meetings(100%)(after his assumption of office)5,409 shares

Brief past experience, positions and responsibilities
Apr. 1983
Oct. 2016
Apr. 2017
Apr. 2018
Apr. 2020
Mar. 2021
Apr. 2021
Apr. 2022
Jun. 2022

Joined ITOCHU Corporation
Senior Officer, Plant Project, Marine & Aerospace Division of ITOCHU Corporation
Deputy Chief Operating Officer, Plant Project, Marine & Aerospace Division and Executive Councilorof ITOCHU Corporation
General Manager for Turkey Area and General Manager, ITOCHU Corporation, Istanbul Branch of
ITOCHU Corporation
Junior Executive Officer, General Manager for Turkey Area, and General Manager, ITOCHU
Corporation, Istanbul Branch of ITOCHU Corporation
Adviser of the Company
Executive Vice President (Assistant to President)
President & CEO
Representative Director, President & CEO (to present)

Reasons for proposing as a candidate for Director
Mr. Toshiyuki Abe served as Junior Executive Officer and General Manager for Turkey Area of ITOCHU Corporation, ourmajor shareholder. He has abundant experience overseas and deep insight concerning management in general. After hisassumption of office as Executive Vice President of the Company in April 2021, he has demonstrated strong leadership andmade significant contributions to the Group’s management reform. Assuming office as Representative Director, President& CEO of the Company in June 2022, he has led the Board of Directors’ decision-making process and the execution ofoperation. Having judged that he will be able to realize the management philosophy of the Company and carry out businessstrategies properly, we propose him as a candidate for Director.

―6―

No.

2 Takashi Yonekura

Reelection
March 31, 1960

Date of birthAttendance at meetings of the Board of Directors for thecurrent fiscal term
Number of shares of the Company held

14 out of 14 (100%)
8,224 shares

Brief past experience, positions and responsibilities
Apr. 1983
Jul. 2006
Apr. 2008
Apr. 2010
Apr. 2011
Apr. 2012
Apr. 2014
Dec. 2014

Apr. 2015
Sep. 2015
Mar. 2016
Apr. 2016
Apr. 2017
Apr. 2019
Apr. 2020
Jun. 2020
Jan. 2021
Apr. 2022

Joined ALL NIPPON AIRWAYS CO., LTD.
Vice President, Administration & Development Promotion, Airframe Maintenance Center, Engineering& Maintenance of ALL NIPPON AIRWAYS CO., LTD.
Vice President, Avionic Maintenance, Component Maintenance Center, Engineering & Maintenance of
ALL NIPPON AIRWAYS CO., LTD.
Manager, Employee Relations of ALL NIPPON AIRWAYS CO., LTD.
Senior Director, Employee Relations of ALL NIPPON AIRWAYS CO., LTD.
Seconded to ANA SKY BUILDING SERVICE CO., LTD.
Vice President, Material Management, Engineering & Maintenance Center and Vice President, Materials
Management & Spares, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Vice President, Material Management, Engineering & Maintenance Center, Vice President, Materials
Management & Spares, Engineering & Maintenance Center and Director, Component, Materials
Management & Spares, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Vice President, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS
CO., LTD.
Vice President, Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS
CO., LTD. and Representative Director, President of MRO Japan Co., Ltd.
Resigned from Representative Director, President of MRO Japan Co., Ltd.
Vice President, Engineering & Maintenance Center and General Manager, Aircraft Operations,
Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Executive Officer, Senior Vice President, Engineering & Maintenance Center and General Manager,
Aircraft Operations, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Senior Executive Officer and Senior Vice President, Engineering & Maintenance Center of ALL
NIPPON AIRWAYS CO., LTD.
Councilor of ANA HOLDINGS INC.
Representative Director, Executive Vice President of the Company (Assistant to President, Information
Systems, Quality Assurance, Aircraft Maintenance Group, CIO)
Representative Director, Executive Vice President (Assistant to President, Information Systems, Safety
Promotion, Quality Assurance, Aircraft Maintenance Group, CIO)
Representative Director, Executive Vice President (Assistant to President, Aircraft Components
Manufacturing Group, Safety & Quality, Aircraft Maintenance Group) (to present)

Reasons for proposing as a candidate for Director
Mr. Takashi Yonekura served as Senior Executive Officer and Senior Vice President, Engineering & Maintenance Centerof ALL NIPPON AIRWAYS CO., LTD., a subsidiary of our major shareholder, ANA HOLDINGS INC. He has abundant
experience and deep insight concerning air transportation industry. Moreover, after his assumption of office as Director of
the Company, he has taken charge of the Safety Promotion, Quality Assurance, Information Systems, Aircraft MaintenanceGroup and Aircraft Components Manufacturing Group, has engaged in important business execution, and has been involvedin the Board of Directors’ decision-making and checking process concerning the execution. Having judged that he will beable to realize the management philosophy of the Company and carry out business strategies properly, we propose him as a
candidate for Director.

―7―

No.

3 Toshikazu Kimura

Reelection

Date of birth

October 14, 1959

Attendance at meetings of the Board of Directors for thecurrent fiscal term

14 out of 14 (100%)

Number of shares of the Company held

15,231 shares

Brief past experience, positions and responsibilities
Apr. 1980
Apr. 2009
Jun. 2012
Jun. 2013
Apr. 2014
Jun. 2014
Apr. 2015
Jun. 2015
Apr. 2016
Nov. 2016
Apr. 2017
Dec. 2017
Apr. 2018
Jan. 2019
Apr. 2019
Sep. 2020
Apr. 2022
Apr. 2023

Joined the Company
General Manager of Corporate Planning Department
Director, General Manager of Corporate Planning Department
Executive Officer (Corporate Planning, IR & PR and Corporate Administration)
Executive Officer (Strategies and Corporate Administration)
Executive Officer (Strategies, General Manager of Corporate Administration Department)
Managing Executive Officer (Corporate Administration & Human Resource, CRO, General Manager ofCorporate Planning Department)
Director & Managing Executive Officer (Corporate Administration & Human Resource, CRO, General
Manager of Corporate Planning Department)
Director & Senior Managing Executive Officer (Corporate Planning, Public Relations & Investor
Relations, CRO, General Manager of Corporate Planning Department)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CFO,
CCO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CFO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO)
Director & Senior Managing Executive Officer (General Manager of Corporate Administration &Human Resource, CCO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, CCO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, PR,
CCO)
Director & Senior Managing Executive Officer (Corporate Administration & Human Resource, PR,
Sustainability Promotion, CCO)
Director & Executive Vice President (Corporate Administration & Human Resource, PR, Sustainability
Promotion, CAO, CCO) (to present)

Reasons for proposing as a candidate for Director
Mr. Toshikazu Kimura has abundant experience in and a wealth of knowledge of Corporate Planning and Corporate
Administration & Human Resource. He has a good track record as CRO, CFO and CCO. He has engaged in importantbusiness execution, and has been involved in the Board of Directors’ decision-making and checking process concerning theexecution. Currently, taking charge of Corporate Administration & Human Resource, PR, Sustainability Promotion andserving as CAO and CCO, he has made significant contributions to the improvement of corporate value. Having judged that
he will be able to realize the management philosophy of the Company and carry out business strategies, we propose him asa candidate for Director.

―8―

No.

4 Yu Takahashi

New election Outside

October 22, 1972

Date of birthAttendance at meetings of the Board of Directors for thecurrent fiscal term
Number of shares of the Company held

0 shares

Brief past experience, positions and responsibilities
Apr. 1995

Joined ITOCHU Corporation

Apr. 2017

General Manager, Aerospace & Electronics Department, Aerospace & Defense of ITOCHU Aviation
Co., Ltd.
Vice President and General Manager, Aerospace & Electronics Department, Aerospace & Defense of
ITOCHU Aviation Co., Ltd.
Deputy General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division,
Machinery Company of ITOCHU Corporation
Chairman, President & CEO of ITOCHU Aviation, Inc. (the U.S.)
General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division, Machinery
Company of ITOCHU Corporation
Director of JAPAN AEROSPACE CORPORATION
Director of ITOCHU Aviation Co., Ltd.
Director of ITOCHU Aviation, Inc.
Director of LILAC Corporation (to present)

Dec. 2017
Apr. 2018
Apr. 2021
Apr. 2023(Significant concurrent positions)
General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division, Machinery Company of
ITOCHU Corporation
Director of JAPAN AEROSPACE CORPORATION
Director of ITOCHU Aviation Co., Ltd.
Director of ITOCHU Aviation, Inc.
Director of LILAC Corporation
Reasons for proposing as a candidate for Outside Director and overview of expected roles
Mr. Yu Takahashi is currently General Manager of Aerospace Department, Plant Project, Marine & Aerospace Division,
Machinery Company of ITOCHU Corporation, our major shareholder. He has abundant experience in the aviation industry.
We expect him to supervise business execution based on his experience and provide advice from a management perspective,
and therefore we propose him as a candidate for Outside Director.

―9―

No.

5 Shigeru Harada

Reelection Outside

Date of birth

November 9, 1965

Attendance at meetings of the Board of Directors for thecurrent fiscal term

12 out of 12 meetings(100%)(after his assumption of
office)Number of shares of the Company held

0 shares

Brief past experience, positions and responsibilities
Apr. 1988
Apr. 2001
Jul. 2002
Aug. 2004
Apr. 2009
Apr. 2013
Apr. 2016
Apr. 2018
Apr. 2022
Jun. 2022

Joined ALL NIPPON AIRWAYS CO., LTD.
Manager, Aircraft Systems, Engineering, Engineering & Maintenance of ALL NIPPON AIRWAYS CO.,LTD.
Manager, Component Spares Procurement, Logistics & Shop Planning, Engineering & Maintenance of
ALL NIPPON AIRWAYS CO., LTD.
Manager, Seattle 787 Development Office, Engineering, Engineering & Maintenance of ALL NIPPONAIRWAYS CO., LTD.
Manager, Aircraft Systems, Engineering, Engineering & Maintenance of ALL NIPPON AIRWAYS CO.,LTD.
Director, System Operation Engineering, Aircraft Operation Engineering, Aircraft Operations, Engineering& Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Vice President, Aircraft Operation Engineering, Aircraft Operations, Engineering & Maintenance Center of
ALL NIPPON AIRWAYS CO., LTD.
Vice President, Engineering, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD
Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Director of the Company (to present)(Significant concurrent positions)
Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS CO., LTD.
Reasons for proposing as a candidate for Outside Director and overview of expected roles
Mr. Shigeru Harada is currently Senior Vice President, Engineering & Maintenance Center of ALL NIPPON AIRWAYS
CO., LTD., a subsidiary of our major shareholder, ANA HOLDINGS INC. He has abundant experience in the airline
industry. We expect him to supervise business execution based on his experience and provide advice from a management
perspective, and therefore we propose him as a candidate for Outside Director.

―10―

No.

6 Shinichi Suzuki

Reelection Outside Independent

Date of birth

November 12, 1948

Attendance at meetings of the Board of Directors
for the current fiscal term

14 out of 14 (100%)

Number of shares of the Company held

0 shares

Brief past experience, positions and responsibilities
Jul. 1971
Jul. 2000
Apr. 2003
Apr. 2005
Jun. 2008
Jun. 2012
Jun. 2014

Joined Kawasaki Heavy Industries, Ltd.
General Manager of Defense Systems Department, Marketing & Sales Division, Aerospace Business
Division of Kawasaki Heavy Industries, Ltd.
Assistant Director, Deputy General Manager of Marketing & Sales Division, Aerospace Company andGeneral Manager of Defense Aircraft Department of Kawasaki Heavy Industries, Ltd.
Executive Officer, Vice President of Aerospace Company and General Manager of Marketing & Sales
Division of Kawasaki Heavy Industries, Ltd.
President of NIPPI Corporation
Adviser of NIPPI Corporation
Director of the Company (to present)

Reasons for proposing as a candidate for Outside Director and overview of expected roles
Mr. Shinichi Suzuki has abundant experience and broad knowledge as a Corporate Management. As an Outside Director,
he has offered his opinions proactively and supervised the Board of Directors from the perspective of an Independent
Director. We expect him to supervise business execution based on his experience and provide advice from a management
perspective, and therefore we propose him as a candidate for Outside Director.

―11―

No.

7 Juichi Watanabe

Reelection Outside Independent

June 7, 1955

Date of birthAttendance at meetings of the Board of Directors
for the current fiscal term
Number of shares of the Company held

14 out of 14 (100%)
0 shares

Brief past experience, positions and responsibilities
Apr. 1979
Dec. 1986
Apr. 1991
Dec. 1996
Jan. 1998
Mar. 1999
Oct. 2003
Nov. 2004
Jan. 2007
Apr. 2010
Apr. 2011
Apr. 2015

Jun. 2016
Sep. 2018
Jun. 2020
Jan. 2021
Jun. 2021
Apr. 2023

Joined ITOCHU Corporation
Director in charge of Energy & Chemicals, Bureau de Liaison Office a Alger of ITOCHU Corporation
Deputy Director of ITOCHU Oil Exploration Co., Ltd.
Joined Sony Life Insurance Co., Ltd.
Joined AIDA ENGINEERING, LTD.
Manager, International Business Department
General Secretary, International Business Promotion Office and General Manager, Sales Planning &Administration Department of AIDA ENGINEERING, LTD.
Group Manager, Administration Group, Administration Headquarters of AIDA ENGINEERING, LTD.
Vice President in charge of European Operation and CFO, AIDA S.r.l. (Italian subsidiary) and Director,
German subsidiary of AIDA ENGINEERING, LTD.
General Manager, Group Company Audit Office, General Manager, Internal Control Audit Office andGeneral Manager, Group Company Business Office of AIDA ENGINEERING, LTD.
Joined Teikoku Printing Inks Mfg. Co., Ltd.
Manager, Overseas Operations Department
Joined Japan Business Assurance Co., Ltd.
Manager, Management and Planning HQ
Senior Manager, Second CS Department of Japan Business Assurance Co., Ltd.
Director of Global Business Law InstituteContract Lecturer at Waseda University
Director of the Company
Senior Advisor of Japan Business Assurance Co., Ltd.
Outside Director of LAC Co., Ltd.
Advisor of Misono Sogo Advisory LLC
Advisor of Misono Sogo Law Offices
Member of Advisory Committee of INSTITUTE OF CORPORATE GOVERNANCE, JAPAN (to present)(Significant concurrent positions)
Director of Global Business Law Institute
Advisor of Misono Sogo Advisory LLC
Advisor of Misono Sogo Law Offices
Member of Advisory Committee of INSTITUTE OF CORPORATE GOVERNANCE, JAPANReasons for proposing as a candidate for Outside Director and overview of expected roles
Mr. Juichi Watanabe has abundant experience in international corporate activities and broad knowledge of Accounting andInternal Control as a U.S. Certified Public Accountant, Certified Internal Auditor and Certified Fraud Examiner. As an
Outside Director, he has proactively offered his opinions and supervised the Board of Directors from the perspective of
Independent Director. We expect him to supervise business execution based on his experience and provide advice from amanagement perspective, and therefore we propose him as a candidate for Outside Director.

―12―

No.

8 Yuki Tsuru

Reelection Outside Independent

May 16, 1969

Date of birthAttendance at meetings of the Board of Directors
for the current fiscal term

11 out of 12 (92%)(after her assumption of office)Number of shares of the Company held

0 shares

Brief past experience, positions and responsibilities
Apr. 2000
Apr. 2000
Apr. 2007
Oct. 2007
Jun. 2008
Jun. 2009
Feb. 2012
Mar. 2012
Apr. 2012
Jun. 2014
Jun. 2014
Apr. 2015
Apr. 2016
Feb. 2019
Jun. 2020
Jun. 2021
Jun. 2022
Jun. 2022

Registered as attorney-at-law (Joined Tokyo Bar Association)
Joined Tokyo City Law & Tax Partners (currently, City-Yuwa Partners)
Member, Special Committee on Legal Ethics of Tokyo Bar Association
Deputy Chairperson, Special Committee on Legal Ethics of Tokyo Bar Association
Joined Kyowa-Sogo Partners Law OfficeMember, Center for Gender Equality Promotion of Tokyo Bar Association
Member of JFBA Committee on Intellectual Property Rights
Unfair Competition Prevention Act Research Officer
Delegate of Japan Federation of Bar Associations
Delegate of Tokyo Bar Association
Member of JFBA Committee on Equality of Men and Women
Director of Josuikai
Member of Infringement Judgement Advisory Committee
Auditor of Hitotsubashi University
IPR Expert Advisor at Japan Customs
External Director of Hankyu Hanshin Holdings, Inc.
Part-time Auditor of National Institute of Technology and Evaluation
Outside Director of SUGIMOTO & CO., LTD.
Director of the Company (to present)(Significant concurrent positions)
Attorney-at-law at Kyowa-Sogo Partners Law OfficeMember, Special Committee on Legal Ethics of Tokyo Bar Association
Member of JFBA Committee on Intellectual Property Rights
Member of Infringement Judgement Advisory Committee
IPR Expert Advisor at Japan Customs
External Director of Hankyu Hanshin Holdings, Inc.
Part-time Auditor of National Institute of Technology and Evaluation
Outside Director of SUGIMOTO & CO., LTD.
Reasons for proposing as a candidate for Outside Director and overview of expected roles
Ms. Yuki Tsuru has broad knowledge and experience in matters including corporate legal affairs as an attorney-at-law.
Moreover, she has deep insight into promotion of active participation by women, such as equality of men and women. We
expect her to actively offer beneficial suggestions and advice from the perspective of a female Independent Director in
addition to advice on corporate governance, compliance, and risk management from a professional perspective based on her
knowledge and experience. We therefore propose her as a candidate for Outside Director.

―13―

(Notes)
1.
2.

3.

4.
5.
6.

There are no special interests between the candidates and the Company.
Matters relating to candidates for Outside Directors are as follows:(1) Messrs. Yu Takahashi, Shigeru Harada, Shinichi Suzuki and Juichi Watanabe and Ms. Yuki Tsuru are candidates for
Outside Directors. The Company has appointed Messrs. Shinichi Suzuki and Juichi Watanabe and Ms. Yuki Tsuru as
independent officers prescribed by the Tokyo Stock Exchange and submitted a notification of the appointment to theTokyo Stock Exchange.
(2) Mr. Shigeru Harada currently serves as the Outside Director of the Company, and his term of office will be one (1) year
at the conclusion of the 83rd Annual General Meeting of Shareholders.
Mr. Shinichi Suzuki currently serves as the Outside Director of the Company, and his term of office will be nine (9)years at the conclusion of the 83rd Annual General Meeting of Shareholders.
Mr. Juichi Watanabe currently serves as the Outside Director of the Company, and his term of office will be seven (7)years at the conclusion of the 83rd Annual General Meeting of Shareholders.
Ms. Yuki Tsuru currently serves as the Outside Director of the Company, and her term of office will be one (1) year at
the conclusion of the 83rd Annual General Meeting of Shareholders.
(3) The Company has entered into an agreement with Messrs. Shigeru Harada, Shinichi Suzuki, and Juichi Watanabe and
Ms. Yuki Tsuru, pursuant to the Articles of Incorporation of the Company to limit their liability in order for them tofully play their expected roles. If the reappointment of Messrs. Shigeru Harada, Shinichi Suzuki, and Juichi Watanabe
and Ms. Yuki Tsuru is approved, the Company will continue the agreement with each of them. Furthermore, if theappointment of Mr. Yu Takahashi is approved, the Company will enter into the same agreement with him. The maximum
amount of liability pursuant to the agreement is the minimum amount of liability stipulated by laws and regulations.
(4) Although Mr. Shigeru Harada and Ms. Yuki Tsuru have not been involved in corporate management other than throughserving as outside officers, we have judged that they will be able to appropriately perform their duties as Outside
Directors for the reasons stated above.
The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears theentire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be borne by the
insured in the event of claims for damages arising from the act (including omission) of the insured performed based on his/her
position as a director, officer, etc. of the Company. However, there are certain exemptions to ensure the properness of
execution of duties by the insured is not hindered, such as no compensation provided in case of damages arising from acts
performed by the insured with an awareness that such acts are in violation of laws and regulations. Furthermore, thecandidates planned to be reappointed have already been insured under the contract and will continue to be insured after theirelection. Regarding newly elected candidates, they will be insured after their election. At the time of the next renewal, theCompany plans to renew the insurance contract with the same contents.
The number of shares of the Company held by each officer includes that of shares held through the JAMCO Officer ShareOwnership Plan.
Ms. Yuki Tsuru is scheduled to become an Outside Director / Audit and Supervisory Committee Member of Asahi Holdings,
Inc. at its 14th Annual General Meeting of Shareholders to be held on June 20, 2023.
Ms. Yuki Tsuru’s name on her family register is Yuki Itami.

―14―

Proposal 2

Election of three (3) Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members, Messrs. Noboru Kaburaki, Hitoshi Takahashi andKouichiro Watanabe will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of three (3) Audit & Supervisory Board Members is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidates for Audit & Supervisory Board Members are as follows:

No.

Name

1

Reelection Noboru Kaburaki

2

Reelection Hitoshi Takahashi

OutsideIndependent

3

Newelection

OutsideIndependent

Takayuki Ikenoue

Attendance atmeetings of theBoard of Directors
for the current fiscal
term

Attendance atmeetings of the Audit& Supervisory Boardfor the current fiscal
term

Audit & Supervisory
Board Member

14 out of 14(100%)

12 out of 12(100%)

Audit & Supervisory
Board Member

14 out of 14(100%)

12 out of 12(100%)--

Current positionat the Company

―15―

No.

1 Noboru Kaburaki

Reelection

Date of birth

December 20, 1958

Attendance at meetings of the Board of Directors
for the current fiscal term

14 out of 14 (100%)

Attendance at meetings of the Audit & Supervisory
Board for the current fiscal term

12 out of 12 (100%)

Number of shares of the Company held

1,550 shares

Brief past experience and positions
Apr. 1981
Apr. 2006
Apr. 2010
Jun. 2013
Apr. 2014
Jun. 2016
Sep. 2016
Jan. 2019
Jun. 2019

Joined the Company
General Manager of Planning Department, Aircraft Interiors Company
General Manager (Assistant to Officer) of Aircraft Interiors Company
General Manager (Assistant to Executive Officer) of Aircraft Interiors Company
General Manager of Procurement Department, Aircraft Interiors Company
General Manager of Procurement Department, Aircraft Interiors Manufacturing Division
General Manager of Audit Department
Senior Specialist of Audit Department
Full-time Audit & Supervisory Board Member (to present)

Reasons for proposing as a candidate for Audit & Supervisory Board Member
Mr. Noboru Kaburaki has abundant experience and advanced expertise in various divisions of the Aircraft Interior
Manufacturing Business, and he has supervised and audited the management of the Company as Audit & Supervisory Board
Member with a deep understanding of our business. Having judged that his abundant experience and insights will be usefulin ensuring an effective audit system for the Company, we propose him as a candidate for Audit & Supervisory Board
member.

―16―

No.

2 Hitoshi Takahashi

Reelection Outside Independent

Date of birth

September 21, 1955

Attendance at meetings of the Board of Directors
for the current fiscal term

14 out of 14 (100%)

Attendance at meetings of the Audit & Supervisory
Board for the current fiscal term

12 out of 12 (100%)

Number of shares of the Company held

0 shares

Brief past experience and positions
Apr. 1980
Jul. 2009
Oct. 2009
Oct. 2010
Apr. 2017
Jun. 2018
Jun. 2019

Joined Nippon Steel Corporation
General Manager, Corporate Auditors’ Office of Nippon Steel Corporation
Managing Director of Japan Audit & Supervisory Board Members Association
Professor of Dokkyo Law School
Professor, Faculty of Law of Dokkyo University
Outside Audit & Supervisory Board Member of Akebono Brake Industry Co., Ltd.
Audit & Supervisory Board Member of the Company (to present)(Significant concurrent positions)
Professor, Faculty of Law of Dokkyo University
Reasons for proposing as a candidate for Outside Audit & Supervisory Board Member
Mr. Hitoshi Takahashi is well versed in the Commercial Code, the Companies Act, the Financial Instruments and Exchange
Act and corporate legal affairs. Particularly he has profound insight into both legal theory and practice concerning legal
responsibilities and risk management of corporate officers and internal control systems of corporate groups. After serving
as General Manager of the Corporate Auditors’ Office, Head Office of Nippon Steel Corporation, he assumed the positionof Managing Director of the Japan Audit & Supervisory Board Members Association. Having judged that he will be able toappropriately perform duties as Outside Audit & Supervisory Board Member by leveraging his experience, we propose him
as a candidate for Audit & Supervisory Board Member.

―17―

No.

3 Takayuki IkenoueNewelection

Outside Independent

August 22, 1959

Date of birthAttendance at meetings of the Board of
Directors for the current fiscal term-

Attendance at meetings of the Audit &Supervisory Board for the current fiscal term-

Number of shares of the Company held

0 shares

Brief past experience and positions
Oct. 1983
Mar. 1987
Jul. 1997
Sep. 2006

Joined Aoyama Audit Corporation/Pricewaterhouse
Registered as Certified Public Accountant (Japan)
Partner of Aoyama Audit Corporation
Global Partner of Aarata Audit Corporation (currently PricewaterhouseCoopers Aarata LLC)

Apr. 2019
Aug. 2020
Oct. 2020
Nov. 2020

Part-time Lecturer at Aoyama Gakuin University Graduate School of Professional Accountancy
Retired from PricewaterhouseCoopers Aarata LLC due to mandatory retirement age
Registered Ikenoue Certified Public Accountant Office
Chairperson of the Academic Award Nomination Committee of The Japanese Institute of Certified Public
Accountants
Audit & Supervisory Board Member of Aerosense Inc.
Lecturer (part-time) of Extracurricular courses at Ryutsu Keizai University (to present)

Oct. 2021
Apr. 2022(Significant concurrent positions)
Director of Ikenoue Certified Public Accountant Office
Audit & Supervisory Board Member of Aerosense Inc.
Part-time Lecturer at Aoyama Gakuin University Graduate School of Professional Accountancy
Lecturer (part-time) of Extracurricular courses at Ryutsu Keizai University
Reasons for proposing as a candidate for Outside Audit & Supervisory Board Member
Mr. Takayuki Ikenoue has conducted many audits of financial statements and a variety of advisory services as a Certified
Public Accountant and has experience as a Partner at an audit firm. He has also served as member and chairperson of various
committees of The Japanese Institute of Certified Public Accountants. Having judged that he will be able to appropriately
perform duties as Outside Audit & Supervisory Board Member by leveraging his professional knowledge and abundant
experience, we propose him as a candidate for Audit & Supervisory Board Member.

―18―

(Notes)
1.
2,

3.

4.

There are no special interests between the candidates and the Company.
Matters relating to candidates for Outside Audit & Supervisory Board Members are as follows:(1) Messrs. Hitoshi Takahashi and Takayuki Ikenoue are candidates for Outside Audit & Supervisory Board Members. The
Company has appointed Mr. Hitoshi Takahashi as an independent officer prescribed by the Tokyo Stock Exchange andsubmitted a notification of the appointment to the Tokyo Stock Exchange. Further, the Company has notified the Tokyo
Stock Exchange of the appointment of Mr. Takayuki Ikenoue as an independent officer subject to the approval of hiselection.
(2) Mr. Hitoshi Takahashi currently serves as the Outside Audit & Supervisory Board member of the Company, and his
term of office will be four (4) years at the conclusion of the 83rd Annual General Meeting of Shareholders.
(3) The Company has entered into an agreement with Mr. Hitoshi Takahashi pursuant to the Articles of Incorporation of
the Company to limit his liability in order for him to fully play his expected roles. If the reappointment of Mr. Hitoshi
Takahashi is approved, the Company will continue the agreement with him. Furthermore, if the appointment of Mr.
Takayuki Ikenoue is approved, the Company will enter into the same agreement with him. The maximum amount ofliability pursuant to the agreement is the minimum amount of liability stipulated by laws and regulations.
(4) Although Messrs. Hitoshi Takahashi and Takayuki Ikenoue have not been involved in corporate management other than
through serving as outside officers, we have judged that they will be able to appropriately perform their duties as
Outside Audit & Supervisory Board Members for the reasons stated above.
The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears theentire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be borne by the
insured in the event of claims for damages arising from the act (including omission) of the insured performed based on his/her
position as a director, officer, etc. of the Company. If the candidates are reappointed or appointed as Audit & Supervisory
Board Members of the Company, each of them will be insured under the contract. At the time of the next renewal, theCompany plans to renew the insurance contract with the same contents.
The number of shares of the Company held by each candidate includes shares held through the JAMCO Officer ShareOwnership Plan.

―19―

Proposal 3

Election of one (1) Substitute Audit & Supervisory Board Member

In preparation of the case that the number of Audit & Supervisory Board Member would be less than the number
stipulated in laws and regulations, the appointment of one (1) Substitute Audit & Supervisory Board Member is
proposed.
The effect of the election in this Proposal can be invalidated by resolution of the Board of Directors with theapproval of the Audit & Supervisory Board before the elected Substitute Audit & Supervisory Board Member has
assumed the office of Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:

Makoto Ariyoshi

OutsideMay 17, 1956

Date of birth
Number of shares of the Company held

0 shares

Brief past experience and positions
Apr. 1983
Apr. 1989
Jun. 1998
Apr. 1999
Jun. 1999
Jan. 2003
Jun. 2006
Jan. 2009
Jan. 2009
Apr. 2013
Sep. 2017

Registered as attorney-at-law (Dai-Ichi Tokyo Bar Association), Joined Sakaki Tadatsune Law Office
Established Shin-Nippon Law Office (currently, ARIYOSHI Law Office)Part-time Audit & Supervisory Board Member of the Company
Vice President of Dai-Ichi Tokyo Bar Association
Part-time Audit & Supervisory Board Member of ZENRIN CO., LTD.
Criminal Defense Instructor of Legal Training and Research Institute for Court Officials, Supreme Court
Audit & Supervisory Board Member of ZENRIN PRINTEX CO., LTD.
Representative Director of Nikko Shoji Co., Ltd. (currently, NIKKO Holdings Co., Ltd.)
Representative Director of Japan Mutual Aid Society Co., Ltd. (currently, Bright Shinshu K.K.)
Professor of Nihon University Law School
Director of Nikkanren Management Council (to present)(Significant concurrent positions)
Attorney-at-law of ARIYOSHI Law Office
Audit & Supervisory Board Member of ZENRIN PRINTEX CO., LTD.
Representative Director of NIKKO Holdings Co., Ltd.
Representative Director of Bright Shinshu K.K.
Director of Nikkanren Management Council
Reasons for proposing as a candidate for Substitute Audit & Supervisory Board Member
Mr. Makoto Ariyoshi has abundant experience in corporate legal affairs as an attorney-at-law. He also has broad knowledgeof corporate management. We expect him to appropriately perform duties of Outside Audit & Supervisory Board Member
from his experience, and therefore we propose him as a candidate for Substitute Audit & Supervisory Board Member.
(Notes)1.
2.

There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
Matters relating to the candidate for Substitute Audit & Supervisory Board Member are as follows:(1) Mr. Makoto Ariyoshi is a candidate for Outside Audit & Supervisory Board Member. In the event of the candidate
assuming office, the Company plans to appoint him as an independent officer prescribed by the Tokyo Stock Exchange
and submit a notification of the appointment to the Tokyo Stock Exchange.
(2) If Mr. Makoto Ariyoshi, the candidate for Substitute Audit & Supervisory Board Member, takes office as an Outside
Audit & Supervisory Board Member, the Company will enter into an agreement with him pursuant to the Articles ofIncorporation of the Company to limit his liability in order for him to fully play his expected role. The maximum
amount of liability pursuant to the agreement is the minimum amount of liability stipulated by laws and regulations.
(3) The Company has entered into a directors and officers liability insurance contract with an insurance company, and bears
the entire premium. The insurance policy will compensate the insured for claims for damages and legal costs to be―20―

borne by the insured in the event of claims for damages arising from the act (including omission) of the insured
performed based on his/her position as a director, officer, etc. of the Company. In the event of the candidate assuming
the office of Audit & Supervisory Board Member of the Company, the candidate shall be insured under the contract.
Furthermore, at the time of the next renewal, the Company plans to renew the insurance contract with the same contents.

―21―

Proposal 4

Grant of Compensation for Allotment of Restricted Stock to Directors

At the 78th Annual General Meeting of Shareholders held on June 27, 2018, the amount of compensation, etc. for
Directors of the Company was approved to be at a maximum of ¥375 million per year (which includes a maximumof ¥35 million per year for Outside Directors, not including salaries as employees for Directors concurrently serving
as employees) and these amounts have remained valid up until present.
The Company has decided to introduce a plan (hereinafter, the “Plan”) to grant restricted stock to Directors(excluding Outside Directors and non-executive Directors; hereinafter, the “Eligible Directors”) as compensation
for the purpose of incentivizing them to work towards the sustainable enhancement of the Company’s corporate
value and further promoting their sharing of value with shareholders. Accordingly, the Company hereby requests
approval for the granting of compensation for the allotment of restricted stock within the threshold above.
Pursuant to this proposal, the total amount of monetary compensation claims payable to the Eligible Directors shallnot exceed ¥30 million per year, which is considered appropriate in light of the above purposes. The Company
requests that the specific timing of payment and allotment to each Eligible Director be decided by the Board of
Directors after deliberation by the Nomination and Compensation Committee.
The current number of Directors is seven (7) (which includes four (4) Outside Directors). If Proposal 1 is approved
as originally proposed at this General Meeting of Shareholders, the number of Directors will be eight (8) (which
includes five (5) Outside Directors).
Details of the restricted stock to be allotted to the Eligible Directors shall be as follows:
1. Matters pertaining to the payment for the issuance of restricted stock
The Eligible Directors shall make in-kind contribution of all the monetary compensation claims to be granted
according to the resolution of the Company’s Board of Directors every fiscal year in principle, and shall, in turn,
receive the Company’s common stock that will be issued or disposed of by the Company.
2. Number of restricted stock to be allotted to the Eligible Directors
The total number of the shares of common stock issued or disposed of by the Company to the Eligible Directors
under the Plan shall be 60,000 shares or less per year; provided, however, that in the case of a stock split(including the gratis allotment of shares of the Company’s common stock) or a reverse stock split of theCompany’s common stock with an effective date on or after the date on which this Proposal is approved at this
General Meeting of Shareholders, said total number may be adjusted to a reasonable extent necessary on or after
such effective date.
The amount to be paid in per share of common stock to be issued or disposed of to the Eligible Directors under
the Plan shall be determined by the Board of Directors based on the closing price of common stock on the Tokyo
Stock Exchange on the business day immediately preceding the date of each Board of Directors resolution todetermine the details of the offering terms of such common stock (or the closing price on the immediately
preceding trading date if there was no trading on that business day), in a price range not particularly favorable to
the Eligible Directors.
3. Matters concerning restricted stock to be allotted to the Eligible Directors
The Company shall enter into an agreement (hereinafter, the “Allotment Agreement”) with the Eligible Directors
regarding the allotment of restricted stock, which includes the following provisions (common stock allotted underthe Allotment Agreement shall be hereinafter referred to as the “Allotted Shares”).
(1) Transfer restriction period
An Eligible Director may not transfer, pledge, give as living inheritance, or otherwise dispose of the Allotted
Shares during the period from the date of payment for the Allotted Shares to the date on which the Eligible
Director resigns or retires from his or her position as Director of the Company or other positions determinedby the Company’s Board of Directors (hereinafter, the “Transfer Restriction Period”).
(2) Conditions for removal of the transfer restriction
The Company shall remove the transfer restriction on all of the Allotted Shares when the Transfer Restriction
Period expires on the condition that an Eligible Director has continuously held his or her position as Directorof the Company or other positions determined by the Company’s Board of Directors during a period
predetermined by the Company’s Board of Directors (hereinafter, the “Service Period”).
However, the number of the Allotted Shares for which the transfer restriction is to be removed and the timingof removal shall be reasonably adjusted as necessary in cases when the Eligible Director retires or resigns fromhis or her position for justifiable reasons or due to death before the expiration of the Service Period.

―22―

(3) Grounds for acquisition without consideration
If an Eligible Director resigns or retires from his or her position before the expiration of the Service Period,
the Company shall automatically acquire the Allotted Shares without consideration.
Furthermore, the Company shall automatically acquire without consideration any Allotted Shares for which
the transfer restriction has not been removed at the time when the transfer restriction is removed as set forthin (2) above.
(4) Treatment in the event of reorganization
Notwithstanding the provision of (1) above, if matters relating to a merger agreement under which theCompany is the disappearing company, a share exchange agreement or a share transfer plan under which theCompany becomes a wholly-owned subsidiary, or other forms of reorganization are approved by theCompany’s General Meeting of Shareholders (or by the Company’s Board of Directors if the said
reorganization does not require approval by the Company’s General Meeting of Shareholders) during theTransfer Restriction Period, the number of the Allotted Shares for which the transfer restriction is to be
removed and the timing of removal shall be reasonably adjusted as necessary by resolution of the Company’s
Board of Directors. In such case, the Company shall automatically acquire without consideration any Allotted
Shares for which the transfer restriction has not been removed immediately after the transfer restriction isremoved.
(5) Other matters
Other matters concerning the Allotment Agreement shall be determined by the Company’s Board of Directors.
4. Reasons why allotment of restricted stock is appropriate
The Company has revised the Policy for Determining Compensation Amount for Individual Directors at themeeting of the Board of Directors held on May 12, 2023. An overview of the policy is as described in “IV.
Matters relating to Corporate Officers; 3. Amount of Compensation for Directors and Audit & Supervisory Board
Members; (1) Policy for Determining Compensation Amount for Individual Directors” in the Business Report(in Japanese). The granting of restricted stock under this Proposal is in line with the policy. This Proposal has
been determined by the Board of Directors after deliberation by the Nomination and Compensation Committee.
In addition, the total number of shares of the Company’s common stock to be issued or disposed of by theCompany to the Eligible Directors shall be 60,000 shares or less per year and the ratio of dilution to the total
number of shares issued is minimal at approximately 0.22%. Therefore, the Company believes that the content
of this Proposal is appropriate.
The shares allotted to the Eligible Directors under the Plan shall be managed in dedicated accounts opened by the
Eligible Directors at a securities company designated by the Company during the Transfer Restriction Period so thatthey cannot be transferred, pledged, given as living inheritance or otherwise disposed of during the Transfer
Restriction Period.
(Reference)
If this Proposal is approved, the Company plans to apply the Plan to all the Company’s Executive Officers who do
not concurrently serve as Directors under the same terms and conditions.

―23―

(Reference) Skill Matrix

Position

Name

1 Director

Toshiyuki
Abe

2 Director

Takashi
Yonekura

3 Director

Toshikazu
Kimura4 Outside Director

Yu
Takahashi

5 Outside Director

Shigeru
HaradaOutside Director

ShinichiSuzuki

Outside Director

Juichi
WatanabeOutside Director

Yuki
Tsuru

6 (independent)
7 (independent)
8 (independent)

Audit & Supervisory

NoboruKaburaki

Audit & Supervisory

Toshihisa
Kasuya9 Board Member
10 Board Member

Outside Audit &Supervisory Board

11 Member

12(independent)
Outside Audit &Supervisory Board
Member(independent)(Notes)1.
2.

Corporate
management

●
●
●
●

Industryknowledge

Human
Manufacturing,
resources,
Legal affairs
Overseas
maintenance, Finance and labor relations,andexperience
technology,
accounting
and human
complianceand quality
resource
development

●
●
●
●
●

●
●
●

●
●

●

●

●
●

●

●
●

●

●
●

●

HitoshiTakahashi●

TakayukiIkenoue●Riskmanagement

●
●

●
●
●

●

●

For each officer, up to three items in which the Company has particularly high expectations are indicated. The above table
does not represent the full range of knowledge and experience each officer has.
The composition of officers above is subject to approval of Proposals 1 and 2 as originally proposed at this year’s Annual
General Meeting of Shareholders.

―24―