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: 6369
June 6, 2023
Start date of measures for electronic provision: June 1, 2023
To our shareholders:
Takashi Owada, President and Representative Director
TOYO KANETSU K.K.
11-1 Minamisuna 2-chome, Koto-ku, Tokyo

Notice of the 115th Annual General Meeting of Shareholders
The 115th Annual General Meeting of Shareholders of TOYO KANETSU K.K. (the “Company”) will be held as
indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for electronic provision, andposts matters related to measures for electronic provision as “Notice of the 115th Annual General Meeting of
Shareholders” and “The 115th Annual General Meeting of Shareholders and Other Items Subject to Measures forElectronic Provision (Excluded from the Paper-based Documents Delivered upon Request)” on the following website.
The Company’s website:
https://www.toyokanetsu.co.jp/ir/notice.html (in Japanese)
In addition to the above, the Company also posts this information on the website of Tokyo Stock Exchange, Inc.
(TSE). To view this information from the latter website, access the TSE website (Listed Company Search) by using
the internet address shown below, enter the Company name or securities code, and click “Search,” and then click“Basic information” and select “Documents for public inspection/PR information.”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Instead of attending the meeting in person, you may exercise your voting rights in writing or by electronic methods(the Internet, etc.). Please review the Reference Documents for General Meeting of Shareholders, and exercise yourvoting rights by Tuesday, June 27, 2023, 5:30 p.m. (JST).
(Refer to “Instructions for the Exercise of Voting Rights” on page 3 for more information.)

1. Date and Time: Wednesday, June 28, 2023, 10:00 a.m. (JST) (Reception will open at 9:00 a.m.)
2. Venue:
Large Hall, 3F, The Industry Club of Japan
4-6 Marunouchi 1-chome, Chiyoda-ku, Tokyo

3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 115th fiscal year (from April 1, 2022
to March 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 115th fiscal year (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Six Directors (Excluding Audit and Supervisory Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit and Supervisory Committee Members-1-Points to Note Regarding the General Meeting of Shareholders- If you attend the meeting in person, please submit the voting form to the reception.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s website and the TSE website.
- Among the items subject to measures for electronic provision, in accordance with the provisions of laws and regulations and Article
14 of the Articles of Incorporation of the Company, the following items are not provided in the paper-based documents delivered toshareholders who have made a request for delivery of such documents. Accordingly, the documents that are delivered to shareholders
who have made a request for delivery of paper-based documents are part of the documents included in the scope of audits by the
Audit and Supervisory Committee and the Financial Auditor when they create their respective audit reports.
(i) “Outline of the system to ensure the appropriateness of operations and status of operations of the system” of the Business
Report(ii) “Consolidated statement of changes in equity” and “notes to consolidated financial statements” of the Consolidated
Financial Statements(iii) “Non-consolidated statements of changes in equity” and “notes to non-consolidated financial statements” of the Nonconsolidated Financial Statements- A video of the business report on the day of the General Meeting of Shareholders will be posted on the Company’s website at a laterdate.
- Depending on the situation up to the date of the General Meeting of Shareholders, any significant changes in the operation of theGeneral Meeting of Shareholders will be posted on the Company’s website.

The Company’s website (https://www.toyokanetsu.co.jp) (in Japanese)-2-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company recognizes the return of profit to its shareholders as a key management priority, and has been
maintaining a basic policy for the return of profit to shareholders to optimize the balance between financial soundness
and the return of profit to its shareholders.
In accordance with the policy for the return of profit to shareholders, the Company proposes to pay year-end
dividends for the 115th fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥147 per common share of the Company.
In this event, the total dividends will be ¥1,197,579,894.
(3) Effective date of dividends of surplus
June 29, 2023
<Reference>
Policy for return of profit to shareholders (fiscal year ended March 31, 2023)- Consolidated dividend payout ratio: set at 50% or more. (The lower limit will be set at ¥100 per share annually.)
However, this limit does not apply where a large scale demand for funds arises.
- Consolidated total return ratio: although the consolidated total payout ratio is not set, it is flexibly adjusted according to theperformance.
- Effective period of the policy: For three fiscal years, from the fiscal year ended March 31, 2023, to the fiscal year ending March 31,
2025. A review will be made at the expiry of the period.

-3-

Proposal No. 2

Election of Six Directors (Excluding Audit and Supervisory Committee Members)

The terms of office of all six Directors (excluding Audit and Supervisory Committee Members) will expire at theconclusion of this meeting. Therefore, the Company proposes the election of six Directors.
Furthermore, the Audit and Supervisory Committee expressed its opinion that “all members of the Audit andSupervisory Committee participated in the ‘Nomination Advisory Committee’ and the ‘Remuneration Advisory
Committee’ (the majorities of which are outside Directors), which were established voluntarily, made deliberations
according to the criteria and procedures stipulated in the Company’s ‘Corporate Governance Guidelines,’ participatedin processes to report and make decisions in the meeting of the Board of Directors, and reexamined the above in the
Audit and Supervisory Committee. As a result, the Audit and Supervisory Committee has determined that theprocedures for nominating candidates for Director who are not Audit and Supervisory Committee Members areappropriate and each candidate is eligible to be a Director of the Company. The remuneration of Directors who are
not Audit and Supervisory Committee Members are deliberated in the same process as elections; therefore, theCompany believes the procedures for determining remuneration are appropriate and the details of the remuneration,etc. are reasonable.”
The candidates for Director (excluding Audit and Supervisory Committee Members) are as follows:
CandidateNo.
1

Toru Yanagawa

Chairman and Director

2

Takashi Owada

President and Representative
Director

3

Keisuke Kodama

Director

4

Akira Kakihara

Director

5

Yukari Sakai

Director–

6

Makiko Sato

Director–

Name

Current position

Reelection: Candidate for Director to be reelected
New election: Candidate for Director to be newly elected
Outside: Candidate for Outside Director to be elected
Independent: Independent officer as defined by the securities exchange-4-

Responsibility, etc.

Attribute

Chairman of the Board
Overseeing Safety,
Environment, and Quality
Assurance Department, Green
Transformation Promotion
Office, and Next-Generation
Energy Development Office
Executive Vice President incharge of Risk Management
Department, and Special
Appointive Officer
Senior Executive Officer, andDivision Manager of Business
Innovation Division

Reelection

Reelection

Reelection

Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1975
Apr. 1998

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Machinery & Plant Sales
Department of Sales Division
July 2000
Executive Officer and General Manager ofMachinery & Plant Sales Department of Sales
Division
Toru Yanagawa
July 2003
Senior Executive Officer and Deputy Division(February 26, 1953)
Manager of Plant & Machinery Division
June 2005
Director, Senior Executive Officer, and Deputy
Reelection
Division Manager of Plant & Machinery
Division
Tenure as Director (at the
23,981 shares
Apr. 2008
Director
conclusion of this meeting)18 years
Apr. 2008
President & Representative Director of TOYOKANETSU SOLUTIONS K.K. (currently the
Attendance to the Board ofCompany)
Directors meetings
Apr. 2014
President and Representative Director of the
12/12
Company
Apr. 2022
Chairman and Director
Apr. 2023
Chairman and Director, and Chairman of theBoard (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the logistics solutions business. Moreover, given his excellent
management skills, cultivated through his experience as President of the Company and as Chairman, etc. since taking
office in April 2022, the Company proposes his reelection as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1985
Oct. 2002

2

Number of theCompany’s shares
ownedJoined the Company
Transferred to TOYO KANETSU
SOLUTIONS K.K. (currently the Company),and General Manager of System Sales No. 1
Department, Marketing Division
July 2006
General Manager of SI Department, System
Division
Apr. 2008
Executive Officer and General Manager ofSystem Division
Takashi Owada
Apr. 2015
Senior Executive Officer(June 19, 1962)
Apr. 2018
Transferred to the Company, and Executive
Officer
Reelection
Seconded to TOYO KANETSU SOLUTIONS
K.K. (currently the Company), and Director
Tenure as Director (at theand Senior Executive Officer
5,017 sharesconclusion of this meeting)Apr. 2019
Managing Officer and Division Manager of
4 years
Logistics Solutions Division of the Company
June 2019
Director, Managing Officer and Division
Attendance to the Board ofManager of Logistics Solutions Division
Directors meetings
Apr.
2021
Director, Executive Vice President and Division
12/12
Manager of Logistics Solutions Division
Apr. 2022
President and Representative Director
Apr. 2023
President and Representative Director,
Overseeing Safety, Environment, and Quality
Assurance Department, Green Transformation
Promotion Office, and Next-Generation Energy
Development Office (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance in his pursuits in the logistics solutions business that he has mainly
engaged in since joining the Company. Moreover, given his excellent management skills, cultivated through his
experience as Division Manager of the Logistics Solutions Division and as President since taking office in April 2022,
the Company proposes his reelection as Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1982
July 2006

3

Number of theCompany’s shares
ownedJoined the Company
General Manager of Domestic Sales
Department of Plant & Machinery Division
Apr. 2009
General Manager of Corporate Management
Department of Corporate Management Division
Apr. 2010
Executive Officer and General Manager ofCorporate Management Department ofCorporate Management Division
Apr. 2012
Seconded to TOYO KANETSU SOLUTIONS
K.K. (currently the Company), and Executive
Officer
Keisuke Kodama
Apr. 2013
Transferred to TOYO KANETSU(December 26, 1958)
SOLUTIONS K.K., and Senior Executive
Officer
Reelection
Apr. 2015
Transferred to the Company, Senior Executive
Officer and Deputy Division Manager ofTenure as Director (at the
Corporate Management Division
8,314 sharesconclusion of this meeting)June 2015
Director and Deputy Division Manager of
8 years
Corporate Management Division
Apr. 2016
Director and General Manager of Corporate
Attendance to the Board ofManagement Division
Directors meetings
Apr. 2018
Director and General Manager of Corporate
12/12
Management Division
Apr. 2019
Director, Senior Managing Officer and Division
Manager of Corporate Division
Apr. 2020
Director and Executive Vice President
Apr. 2022
Director, Executive Vice President and Deputy
President
Apr. 2023
Director and Executive Vice President in chargeof Risk Management Department, and Special
Appointive Officer (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director
He has superior discernment and performance not only in his pursuits in the plant & machinery business that he has
mainly engaged in since joining the Company, but also in the Corporate Division and the logistics solutions business.
Moreover, given his excellent management skills, cultivated through his experience as General Manager of theDomestic Sales Department of the plant & machinery business, Division Manager of Corporate Division, and as an
officer, etc., in charge of our businesses, the Company proposes his reelection as Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1983

4

Number of theCompany’s shares
ownedJoined The Saitama Bank, Limited (currently
Resona Bank, Limited)
Apr. 2003
General Manager of Department No. 1 of
Saitama Head Office Branch, Saitama Resona
Bank, Limited
July 2005
General Manager of Shiki Branch
June 2007
General Manager of Muromachi Branch of
Resona Bank, Limited
Apr. 2013
General Manager of International Business
Department
Oct. 2015
Seconded to the Company
Oct. 2016
Transferred to the Company, and Executive
Officer and General Manager of Corporate
Management Department of Corporate
Management Division
Mar.
2018
Directorof Kankyo Research Institute Inc.
Akira Kakihara(current
position)
September 27, 1958
Apr. 2018
Managing Officer and Deputy General Manager
Reelectionof Corporate Management Division of theCompany
Tenure as Director (at theApr. 2020
Managing Officer, Division Manager of Life &
1,143 sharesconclusion of this meeting)Work Environmental Business Division and1 year
Deputy Division Manager of Corporate
Division
Attendance to the Board ofApr. 2021
Senior Managing Officer, Division Manager of
Directors meetings
Life & Work Environmental Business Division
10/10
and Deputy Division Manager of Corporate
Division
Apr. 2021
Director of Eco Analysis Corporation (current
position)
Apr. 2022
Senior Executive Officer, Deputy President andDivision Manager of Business Innovation
Division
June 2022
Director, Senior Executive Officer, Deputy
President and Division Manager of Business
Innovation Division
Apr. 2023
Director, Senior Executive Officer and Division
Manager of Business Innovation Division(current position)(Significant concurrent positions outside the Company)
Director of Kankyo Research Institute Inc.
Director of Eco Analysis Corporation
Reasons for nomination as candidate for Director
Given his rich experience working at financial institutions, and his excellent management skills, cultivated through his
experience as Deputy Division Manager of Corporate Division and Division Manager at Business Innovation Divisionetc., that he has mainly engaged in since Joining the Company, the Company proposes his reelection as Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1991
Jan. 2005
June 2005

5

Number of theCompany’s shares
ownedJoined Nomura Securities Co., Ltd.
Director of Corporate Tune Co., Ltd.
Standing Outside Audit and Supervisory Board
Member of UNITED ARROWS LTD.
Yukari Sakai
June 2008
Outside Auditor of REPROCELL Inc.
(June 23, 1968)
Sept. 2013
Outside Auditor of Beauty Kadan Co., Ltd.
June 2016
Outside Director (Standing Audit andReelection
Supervisory Committee Member) of UNITED
OutsideARROWS LTD. (current position)
IndependentOct. 2017
Outside Director (Audit and Supervisory
170 shares
Committee Member) of Tea Life Co., Ltd.
Tenure as Director (at theMar. 2019
External Director (Audit & Supervisory Board
conclusion of this meeting)Member) of Uzabase, Inc.
1 yearJune 2021
Outside Director of PACIFIC METALS CO.,LTD. (current position)
Attendance to the Board of
June
2022
OutsideDirector of the Company (current
Directors meetings
position)
10/10(Significant concurrent positions outside the Company)
Outside Director (Standing Audit and Supervisory Committee
Member) of UNITED ARROWS LTD.
Outside Director of PACIFIC METALS CO., LTD.
Reasons for nomination as candidate for outside Director and summary of expected roles
She has broad knowledge of corporate management overall, as well as finance and accounting, cultivated through her
operations experience at a securities company and her career as an outside officer in a wide range of fields, and she has
been actively providing her opinions and advice to the Company as outside Director since last year. In addition, as amember of the “Remuneration Advisory Committee,” which was voluntarily established by the Company, she is
responsible for the supervisory function in the decision-making process on Directors’ remuneration, etc. from an
objective and neutral viewpoint. She is expected to provide suggestions on the Group’s medium- to long-term growthstrategies and improvement of corporate value. Moreover, having judged that she will contribute to enhanced
supervisory potential across the overall management, the Company proposes her reelection as outside Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 2000
Oct. 2005
Oct. 2006

6

Notes:

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined CyberAgent, Inc.
Seconded to WEDDING PARK CO., LTD.
Seconded to CyberAgent Ventures, Inc.
(currently CyberAgent Capital, Inc.)
June 2016
Established iSGS Investment Works Inc., andDirector and Representative Partner
Dec. 2018
Outside Director of LiB, Inc. (current position)
Makiko Sato
(November 6, 1977)
June 2021
Member of the Promotion Committee of Tokyo
Data Platform Council (current position)
Reelection
May 2022
Member of the Committee for Evaluating theOutsideConclusion of the “Exploration andIndependent
Development of Global Entrepreneurship forNEXT generation” Project at Ministry of
170 shares
Tenure as Director (at the
Education, Culture, Sports, Science andconclusion of this meeting)Technology
1 yearJune 2022
Outside Director of the Company (current
position)
Attendance to the Board of
Feb. 2023
Representative Director and Representative
Directors meetings
Partner of iSGS Investment Works Inc. (current
10/10
position)(Significant concurrent positions outside the Company)
Representative Director and Representative Partner of iSGS
Investment Works Inc.
Outside Director of LiB, Inc.
Member of the Promotion Committee of Tokyo Data Platform
CouncilReasons for nomination as candidate for outside Director and summary of expected roles
She has abundant experience and knowledge of all aspects of corporate management cultivated through her service in
the investment business in venture capital, etc. and as a manager, and she has been actively providing her opinions andadvice to the Company as outside Director since last year. In addition, as a member of the “Nomination Advisory
Committee,” which was voluntarily established by the Company, she is responsible for the supervisory function in theselection of candidates for Directors from an objective and neutral viewpoint. She is expected to provide suggestions on
the Group’s medium- to long-term growth strategies and improvement of corporate value. Moreover, having judged that
she will contribute to enhanced supervisory potential across the overall management, the Company proposes her
reelection as outside Director.
There is no special interest between any of the candidates for Director and the Company.
Yukari Sakai and Makiko Sato are candidates for outside Director.
Yukari Sakai and Makiko Sato are currently outside Directors of the Company, and at the conclusion of this meeting, theirtenure as outside Directors will have been one year.
The Company has entered into agreements with Yukari Sakai and Makiko Sato to limit their liability to the amountstipulated by laws and regulations, and if they are reelected, the Company plans to continue an agreement with the samecontent with them.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. This policy insures Directors (including those who are Audit andSupervisory Committee Members), Corporate Auditors, and Executive Officers of the Company and its subsidiaries.
Insurance premiums are borne by the Company. The policy will cover losses, such as indemnification and court costs,
incurred in cases where an insured receives a claim for damages arising from the performance of duties as an officer andassumes legal liability for the damages. If the candidates are appointed and assume the office as Director, they will be
included as insureds in the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.
The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointments of Yukari Sakai and
Makiko Sato as independent officers as provided for by the aforementioned exchange. Furthermore, if their reelection isapproved, the Company plans to submit notification for their appointment as independent officers again.
The name of Makiko Sato on the family register is Makiko Shigematsu.

- 10 -

Proposal No. 3

Election of Four Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Therefore, the Company proposes the election of four Directors who are Audit andSupervisory Committee Members.
Furthermore, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name

1

Kazuto Abe

Full-time Audit andSupervisory Committee
Member–2

Shigeharu Nakamura

Audit and Supervisory
Committee Member–

3

Kazuo Ushida

Audit and Supervisory
Committee Member–

4

Shuji Iwamura––

Current position

Responsibility, etc.

Reelection: Candidate for Director who is Audit and Supervisory Committee Member to be reelected
New election: Candidate for Director who is Audit and Supervisory Committee Member to be newly elected
Outside: Candidate of outside Director who is Audit and Supervisory Committee Member to be elected
Independent: Independent officer as defined by the securities exchange- 11 -

Attribute
Reelection
Reelection
OutsideIndependent
Reelection
OutsideIndependent
New election
OutsideIndependent

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976
July 2000

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department ofCorporate Management DivisionDec. 2002
Executive Officer
Kazuto Abe
July 2003
Seconded to TOYO KANETSU SOLUTIONS(April 27, 1953)
K.K. (currently the Company), and Executive
Officer and Deputy Division Manager ofReelection
Corporate Management Division
Division Manager of Corporate Management
Tenure as Audit and Supervisory Aug. 2004
Division
Committee Member (at theApr. 2009
Executive Officer, General Manager of General
conclusion of this meeting)& Personnel Affairs Department of Corporate
8 years
3,917 shares
Management Division, and General Manager of
Chiba Plant of the Company
Attendance to the Board of
Directors meetings
June 2009
Outside Audit & Supervisory Board Member of
12/12
TOYO KOKEN K.K.
Apr. 2012
Executive Officer, in charge of General &Attendance to the Audit andPersonnel Affairs, and Chiba Plant of theSupervisory Committee
Company
meetings
June 2012
Full-time Auditor
12/12
June 2015
Director (Full-time Audit and Supervisory
Committee Member) (current position)(Significant concurrent positions outside the Company)–
Reasons for nomination as candidate for Director who is Audit and Supervisory Committee Member
He has abundant experience and knowledge cultivated through his pursuits in the management department that he has
mainly engaged in since joining the Company, as General Manager of Accounting Department, General Manager ofGeneral & Personnel Affairs Department, and as General Manager of Corporate Management Division, etc., in TOYOKANETSU SOLUTIONS K.K. (currently the Company), a subsidiary operating our logistics solutions business. He
also has a vast record of opinions and advice to the Company as Full-time Auditor since 2012 and as Director who is
Full-time Audit and Supervisory Committee Member since 2015. Therefore, having judged that he will contribute toenhanced auditing and supervisory potential across the overall management, the Company proposes his reelection as
Director who is Audit and Supervisory Committee Member.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976

2

Number of theCompany’s shares
ownedJoined The Saitama Bank, Limited (currently
Resona Bank, Limited)
June 2006
Director, Senior Managing Executive Officer incharge of Aggregate Funds Division and in
charge of Corporate Governance Office
June 2008
Deputy President and Representative Director,
Executive Officer in charge of Human
Resources Division and in charge of the
Corporate Governance Office
Shigeharu Nakamura
June 2009
Executive Officer in charge of Corporate(September 17, 1953)
Communications Division and in charge of
Human Resources Division of Resona
Reelection
Holdings, Inc.
OutsideJune 2011
Deputy President and Representative Director,
Independent
Executive Officer in charge of the Corporate
Center (excluding the Corporate Management
Tenure as Audit and Supervisory
Department) of Resona Bank, Limited.
Committee Member (at theOutside Director of Saitama Resona Bank,
conclusion of this meeting)
Limited997 shares
8 years
Apr. 2012
President and Representative Director of
Resona Research Institute Co., Ltd.
Attendance to the Board ofJune 2013
Outside Auditor of the Company
Directors meetings
June 2014
Outside Director of F-TECH INC., Outside
12/12
Auditor of RIKEN TECHNOSCORPORATION
Attendance to the Audit andJune 2015
Outside Director (Audit and Supervisory
Supervisory Committee
Committee Member) of the Company (current
meetings
position)
12/12
June 2016
Outside Director (Audit & Supervisory
Committee Member) of RIKEN TECHNOSCORPORATION (current position)
June 2018
External Director of The Shoko Chukin Bank,
Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Director (Audit & Supervisory Committee Member) of
RIKEN TECHNOS CORPORATION
External Director of The Shoko Chukin Bank, Ltd.
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andsummary of expected roles
He has abundant experience in all aspects of corporate management cultivated through his many years of experience ina financial institution and service as its manager, and broad knowledge of finance and accounting. He has been actively
providing his opinions and advice to the Company as outside Auditor since 2013 and as outside Director who is Audit
and Supervisory Committee Member since 2015. In addition, as a member of the “Nomination Advisory Committee,”which was voluntarily established by the Company, he is responsible for the supervisory function in the selection ofcandidates for Directors from an objective and neutral viewpoint. Therefore, having judged that he will contribute toenhanced auditing and supervisory potential across the overall management, the Company proposes his reelection as
outside Director who is Audit and Supervisory Committee Member.

- 13 -

Candidate
No.

Name
(Date of birth)

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

3

Number of theCompany’s shares
ownedJoined Nippon Kogaku K.K. (currently NIKONCORPORATION)
June 2005
Managing Director, Member of the Board &Executive Vice President, and President ofPrecision Equipment Company
June 2007
Director, Member of the Board & Executive
Vice President, and President of Precision
Equipment Company
June 2013
Representative Director, Member of the Board& Senior Executive Vice President, Officer incharge of Intellectual Property Headquarters,
President of Precision Equipment Company,
Kazuo Ushida
and Vice Officer in charge of Corporate(January 25, 1953)
Planning Headquarters
June 2014
President and Representative Director,
Reelection
Overseeing Medical Business Development
OutsideDivision and Business Development Division
Independent
June 2017
President and Representative Director, Officer
in charge of Business Development Division,
Tenure as Audit and Supervisory
Optical Engineering Division and Research &Committee Member (at theDevelopment Divisionconclusion of this meeting)
410 shares
Apr. 2019
Representative Director and Chairman of the
2 years
Board
Attendance to the Board ofApr. 2020
Chairman of the Board
Directors meetings
May 2021
Chairman of Japan Telescope Manufacturers
12/12
Association (current position)
June 2021
Outside Director (Audit and Supervisory
Attendance to the Audit andCommittee Member) of the Company (current
Supervisory Committee
position), Director and Chairman of the Board
meetings
of NIKON CORPORATION (current position),
12/12
and Chairman of Japan Optical Industry
Association (current position)
Apr. 2022
Chairman of Japan Optical Glass
Manufacturers’ Association (current position)
June 2022
Outside Director of JSR Corporation (current
position)(Significant concurrent positions outside the Company)
Director of NIKON CORPORATION, Chairman of the Board
Chairman of Japan Telescope Manufacturers Association
Chairman of Japan Optical Industry Association
Chairman of Japan Optical Glass Manufacturers’ Association
Outside Director of JSR Corporation
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andsummary of expected roles
He has a wealth of experience related to technology development at a listed company (manufacturing industry), as well
as abundant experience and advanced knowledge of all aspects of corporate management cultivated through his service
as the manager, and he has been actively providing his opinions and advice to the Company as outside Director who is
Audit and Supervisory Committee Member since 2021. In addition, as a member of the “Remuneration Advisory
Committee,” which was voluntarily established by the Company, he is responsible for the supervisory function in thedecision-making process on Directors’ remuneration, etc. from an objective and neutral viewpoint. Therefore, having
judged that he will contribute to enhanced auditing and supervisory potential across the overall management, theCompany proposes his reelection as outside Director who is Audit and Supervisory Committee Member.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company
Apr. 1976
Oct. 2002

4

Notes:

Number of theCompany’s shares
owned

Appointed as Public Prosecutor
Head of special investigation task force of theTokyo District Public Prosecutors Office
June 2010
Superintending Prosecutor of the Sendai High
Public Prosecutors Office
Aug. 2011
Superintending Prosecutor of the Nagoya High
Shuji Iwamura
Public Prosecutors Office
September 16, 1949
Oct. 2012
Registered as an attorney at law, Advisor to
Nagashima Ohno & Tsunematsu
New election
May 2013
Outside Corporate Auditor of FamilyMart Co.,
OutsideLtd.
Independent
June 2013
Outside Director of Riken Corporation
Mar. 2015
Outside Auditor of CANON ELECTRONICS
Tenure as Audit and Supervisory
INC. (current position)
Committee Member (at theJune 2015
Outside Auditor of The Hokkaido Bank, Ltd.
conclusion of this meeting)0 shares(current position)- years
Oct. 2017
Member of the Board of Governors andMember of the Audit Committee, ofAttendance to the Board ofGovernment Pension Investment Fund
Directors meetings
June
2018
OutsideDirector of Hayashikane Sangyo Co.,
Ltd. (current position)
June 2019
Outside Director (Audit and Supervisory
Attendance to the Audit andCommittee Member) of Riken Corporation
Supervisory Committee(plan to retire in June 2023)
meetings
Jan.
2020
TOKYO FLEX LAW OFFICE LPC
Apr. 2021
T&K Partners (current position)(Significant concurrent positions outside the Company)
Attorney at law at T&K Partners
Outside Auditor of CANON ELECTRONICS INC.
Outside Auditor of The Hokkaido Bank, Ltd.
Outside Director of Hayashikane Sangyo Co., Ltd.
Reasons for nomination as candidate for outside Director who is Audit and Supervisory Committee Member andsummary of expected roles
He has specialist expertise cultivated as a public prosecutor and attorney at law, and rich experience in the legal worldsuch as serving as Superintending Prosecutor and in other key positions. Therefore, having judged that he willcontribute to enhanced auditing and supervisory potential across the overall management, the Company proposes hiselection as outside Director who is Audit and Supervisory Committee Member. If his appointment is approved, he will
also be involved in the selection of candidates for the Board of Directors and in the process of determining the
remuneration for officers and other matters from an objective and neutral viewpoint as a member of voluntary advisorycommittees.
1. There is no special interest between any of the candidates for Director who are Audit and Supervisory Committee Members
and the Company.
2. Shigeharu Nakamura, Kazuo Ushida, and Shuji Iwamura are candidates for outside Director.
3. Although Shuji Iwamura has never been directly involved in the management of a company except as an outside officer,
the Company judges that he will appropriately fulfill his duties as described in “Reasons for nomination as candidate foroutside Director who is Audit and Supervisory Committee Member and summary of expected roles.”4. Shigeharu Nakamura is currently an outside Director who is an Audit and Supervisory Committee Member of the Company,
and at the conclusion of this meeting, his tenure as outside Director will have been eight years.
5. Kazuo Ushida is currently an outside Director who is an Audit and Supervisory Committee Member of the Company, andat the conclusion of this meeting, his tenure as outside Director will have been two years.
6. Shigeharu Nakamura, in the past, has served as a person executing business in the positions in Resona Bank, Limited,which is a specified affiliated business operator (a major client) for the Company. However, he has retired as Deputy
President and Representative Director and Executive Officer of Resona Bank, Limited as of March 2012.
7. The Company has entered into agreements with Kazuto Abe, Shigeharu Nakamura, and Kazuo Ushida, and to limit their
liability to the amount stipulated by laws and regulations, and if they are reelected, the Company plans to continue an- 15 -

agreement with the same content with them. Furthermore, if the election of Shuji Iwamura is approved, the Company plansto enter into the same agreement with him.
8. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, Paragraph
1 of the Companies Act with an insurance company. This policy insures Directors (including those who are Audit andSupervisory Committee Members), Corporate Auditors, and Executive Officers of the Company and its subsidiaries.
Insurance premiums are borne by the Company. The policy will cover losses, such as indemnification and court costs,
incurred in cases where an insured receives a claim for damages arising from the performance of duties as an officer andassumes legal liability for the damages. If the candidates are appointed and assume the office as Director, they will be
included as insureds in the policy. In addition, when the insurance policy is renewed, the Company plans to renew thepolicy with the same terms.
9. The Company has submitted notification to Tokyo Stock Exchange, Inc. concerning the appointments of Shigeharu
Nakamura and Kazuo Ushida as independent officers as provided for by the aforementioned exchange. Furthermore, if
their reelection is approved, the Company plans to submit notification for their appointment as independent officers again.
In addition, Shuji Iwamura also satisfies the requirements for an independent officer as provided for by the stock exchange,
and if his election is approved, the Company plans to submit notification for his appointment as an independent officer.

- 16 -

Main expected areas of expertise
Corporate
management / Legal, risk
Organization management
management

1
2
3
4
5
6

Toru
Yanagawa(Male) (70)
Takashi Owada(Male) (61)
Keisuke
Kodama(Male) (64)
Akira Kakihara(Male) (64)
Yukari Sakai(Female) (55)
Makiko Sato
(Female) (45)Finance,accounting

IT /International
Innovation, ESG, SDGs
experiencenew business

●

●

●
●
●
Independent
Outside7

Kazuto Abe(Male) (70)

Audit andSupervisory
Committee
Member8

Shigeharu
Nakamura(Male) (69)

Audit andSupervisory
Committee
Member9

Kazuo Ushida(Male) (70)10

Shuji Iwamura(Male) (73)

Audit andSupervisory
Committee
MemberAudit andSupervisory
Committee
Member●●●Independent
Outside●Independent
Outside●Independent
Outside●●●●Independent
OutsideIndustry
Production,
experience / engineering /
Sales
R&D

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- 17 -●●