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 10, 2022
To Shareholders:
Harutoshi Okita
Representative Director & Chairman
JAMCO Corporation
Registered Office:6-11-25, Osawa, Mitaka-shi, Tokyo, Japan
Head Office:1-100, Takamatsu-cho, Tachikawa-shi, Tokyo, JapanNOTICE OF
THE 82ND 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 82nd Annual General Meeting of Shareholders of JAMCO Corporation (the “Company”) will be held forthe purposes as described below.
To prevent the spread of the novel coronavirus (COVID-19) infections, 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. on Monday, June 27, 2022, Japan time. In addition, this year’s Annual General
Meeting of Shareholders will be streamed live online. Please see page 4 of this convocation notice for further details.
1.

Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time2.

Place:

3F “Hakuho,” Keio Plaza Hotel Tama located at 1-43, Ochiai, Tama-shi, Tokyo, Japan

3.

Objectives of the
Meeting:

Matters to be reported:
1.
The Business Report, Consolidated Financial Statements for the Company’s 82nd Fiscal
Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor
and the Audit & Supervisory Board of the Consolidated Financial Statements2.
Non-consolidated Financial Statements for the Company’s 82nd Fiscal Year (April 1, 2021
- March 31, 2022)
Proposals to be resolved:

4.

Matters determined
for the General
Meeting of
Shareholders:

Proposal 1:

Partial amendments to the Articles of Incorporation

Proposal 2:

Election of eight (8) Directors

Proposal 3:

Election of one (1) Audit & Supervisory Board Member

Proposal 4:

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

Please refer to “Exercise of Voting Rights.”

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
The Notes to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements, which are
not stated pursuant to laws and regulations and Article 17 of the Company’s Articles of Incorporation, are posted on the
Company’s corporate website on the Internet.

―1―





The Consolidated Financial Statements and the Non-consolidated Financial Statements in the Attachment of this convocation
notice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements subject to audits whenthe Audit & Supervisory Board Members prepared its Audit Report and the Accounting Auditor prepared its Independent
Auditor’s Report.
Should the Reference Documents, Business Report, Consolidated and Non-consolidated Financial Statements for the General
Meeting of Shareholders require revisions, the revised versions will be posted on the Company’s corporate website on theInternet.
The Company’s corporate website: https://www.jamco.co.jp―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., Monday,
June 27, 2022 Japan time

5:30 p.m., Monday,
June 27, 2022 Japan time

Tuesday, June 28, 2022,
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―

Live Streaming of the General Meeting of Shareholders
On the day of the meeting, proceedings of the General Meeting of Shareholders will be streamed live online.
Date and Tuesday, June 28, 2022 from 10:00 a.m. Japan time
time of* You may access the streaming site starting around 9:30 a.m., or 30 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/7408/2022soukai/

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, 2022.
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 referto page 3). Please also note that, similarly, we will not be able to take your questions or comments during thedeliberations 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+81-120-675-019 (the day of the General Meeting of Shareholders)―4―Reference Documents for the General Meeting of Shareholders
Proposals and References

Proposal 1

Partial amendments to the Articles of Incorporation

1. Reasons for the proposal(1) In order to allow for expansion and diversification of business domains, the Company proposes to makenecessary changes and partial additions to Article 2 (Purpose) of the current Articles of Incorporation.
(2) The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) will come into force on September 1, 2022.
Accordingly, the Company proposes the following amendments to its Articles of Incorporation in preparation
for the implementation of the system for electronic provision of materials for general meetings of shareholders.
1) Article 17, Paragraph 1 of the proposed amendments stipulates that information contained in reference
documents for the shareholders meeting, etc., shall be provided electronically.
2) Article 17, Paragraph 2 of the proposed amendments establishes a provision to limit the scope of matters to
be included in paper-based documents to be delivered to shareholders who have requested delivery of paperbased documents.
3) As the provision concerning disclosure via the Internet and deemed provision of reference documents forthe shareholders meeting, etc. (Article 17 of the current Articles of Incorporation) will no longer benecessary, this provision shall be deleted.
4) In line with the new establishments and deletions above, supplementary provisions concerning the effective
date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
(Underlined portions indicate amended sections.)
Proposed amendments

Current Articles of Incorporation(Purpose)
Article 2.

(Purpose)
The purpose of the Company shall be to

Article 2.

<Unchanged>

engage in the following businesses:(1) – (12)<Omitted>(1) – (12)<Unchanged>(13)

Manufacture, repair and sales of(13)

Manufacture, repair and sales ofeveryday sundries, electric appliances

everyday sundries, electric appliances,and welfare devices to which aircraft

welfare devices and other parts, supplies

technology is applied.

and components to which aircraft
technology is applied.

(14) – (17) <Omitted>(14) – (17) <Unchanged><Newly established>(18)

Warehousing and transportation service

(18)

(19)

<Unchanged><Omitted>―5―

Current Articles of Incorporation

Proposed amendments(Disclosure via the Internet of the Reference
Documents, etc.)
Article 17. The Company may disclose necessary<Deleted>

information with respect to the matters to
be stated or indicated in the reference
documents for the shareholders meeting,the financial statements, the consolidated
financial statements and the business
reports via the Internet in accordancewith the Ordinance of the Ministry ofJustice.
(Measures for Electronic Provision, etc.)<Newly established>

Article 17. When convening a shareholders meeting,
the Company shall electronically provide
information contained in reference
documents for the shareholders meeting,etc.
2. Among the matters to be provided
electronically, the Company may
exclude all or part of matters stipulated
in the Ordinance of the Ministry ofJustice in paper-based documents to bedelivered to shareholders who haverequested delivery of paper-based
documents by the record date for voting
rights.

―6―Current Articles of Incorporation

Proposed amendments(Supplementary Provisions)<Newly established>

1.

The deletion of Article 17 (Disclosure
via the Internet of the Reference
Documents, etc.) of the current Articles
of Incorporation and the establishment of
Article 17 (Measures for Electronic
Provision, etc.) of the proposed
amendments shall take effect on
September 1, 2022 (the “Enforcement
Date”), which is the day on which theamended provisions stipulated in theproviso to Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)will come into force.

2.

Notwithstanding the provision of thepreceding paragraph, Article 17 of thecurrent Articles of Incorporation shallremain in effect for shareholders
meetings held on a day that is within six(6) months of the Enforcement Date.

3.

These supplementary provisions shall bedeleted after the lapse of six (6) months
from the Enforcement Date or the lapseof three (3) months from the date of theshareholders meeting in the preceding
paragraph, whichever is later.

―7―

Proposal 2

Election of eight (8) Directors

The terms of office of all eight (8) 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.

Name

Current positionat the Company

Attendance at meetingsof the Board of
Directors for thecurrent fiscal term

Toshiyuki Abe

President & CEO

-

1

New
election2

Reelection Takashi Yonekura

Representative Director,
Executive Vice President

13 out of 13 meetings(100%)

3

Reelection Toshikazu Kimura

Director & Senior Managing
Executive Officer

13 out of 13 meetings(100%)

4

Reelection Natsuki Segawa

OutsideDirector

10 out of 10 meetings(100%)

5

New
election

Outside6

Reelection Shinichi Suzuki

OutsideIndependent

Director

13 out of 13 meetings(100%)

7

Reelection Juichi Watanabe

OutsideIndependent

Director

13 out of 13 meetings(100%)

8

New
election

OutsideIndependent

Shigeru Harada

Yuki Tsuru

-

-

―8―

No.

1 Toshiyuki Abe

Date of birth

New election
August 7, 1960

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

2,662 shares

Brief past experience, positions and responsibilities
Apr. 1983
Oct. 2016
Apr. 2017
Apr. 2018
Apr. 2020
Mar. 2021
Apr. 2021
Apr. 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 (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. Having judged that he will be able to realize themanagement philosophy of the Company and carry out business strategies properly, we propose him as a candidate for
Director.

―9―

No.

2 Takashi Yonekura

Date of birthReelection
March 31, 1960

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

13 out of 13 (100%)
5,975 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 and Aircraft
Maintenance Group, has engaged in important business execution, and has been involved in the Board of Directors’ decisionmaking and checking process concerning the execution. Having judged that he will be able to realize the management
philosophy of the Company and carry out business strategies properly, we propose him as a candidate for Director.

―10―

No.

3 Toshikazu Kimura

Reelection

Date of birth

October 14, 1959

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

13 out of 13 (100%)

Number of shares of the Company held

13,263 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

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) (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. Having judged that he will be able to realize the management philosophy of the Company and carry out businessstrategies, we propose him as a candidate for Director.

―11―

No.

4 Natsuki Segawa

Reelection

Date of birth

OutsideMay 14, 1969

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

10 out of 10 (100%)

Number of shares of the Company held

0 shares

Brief past experience, positions and responsibilities
Jul. 1993
Apr. 2018
Jul. 2018
Apr. 2021

Jun. 2021

Joined ITOCHU Corporation
Executive Vice President & General Manager of ITOCHU Aviation, Inc. (Head office in Los Angeles,
U.S.)
Chairman, President & CEO of ITOCHU Aviation, Inc.
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 IC AirLease One Limited
Director of LILAC Corporation
Director of the Company (to present)(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. Natsuki Segawa is currently General Manager of Aerospace Department of 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.

―12―

No.

5 Shigeru Harada

New election Outside

Date of birth

November 9, 1965

Attendance 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. 1988
Apr. 2001
Jul. 2002
Aug. 2004
Apr. 2009
Apr. 2013
Apr. 2016
Apr. 2018
Apr. 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. (topresent)(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.

―13―

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

13 out of 13 (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 perspective of 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.

―14―

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

13 out of 13 (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

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
Group Manager, Administration Group, Administration Headquarters
Vice President in charge of European Operation and CFO, AIDA S.r.l. (Italian subsidiary) and Director,
German subsidiary
General Manager, Group Company Audit Office, General Manager, Internal Control Audit Office andGeneral Manager, Group Company Business Office
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, Japan Business Assurance Co., Ltd.
Director, Global Business Law InstituteContract Teacher, 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 (to present)(Significant concurrent positions)
Director, Global Business Law Institute
Advisor of Misono Sogo Advisory LLC
Advisor of Misono Sogo Law Offices
Reasons 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 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.

―15―

No.

8 Yuki Tsuru

Newelection

Outside Independent

May 16, 1969

Date of birthAttendance at meetings of the Board of Directors
for the current fiscal term
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
Apr. 2011
Feb. 2012
Mar. 2012
Apr. 2012
Jun. 2014
Jun. 2014
Apr. 2015
Apr. 2016
Feb. 2019
Jun. 2020
Jun. 2021

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
Partner of Kyowa-Sogo Partners Law Office
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
Specialist of Japan Customs
External Director of Hankyu Hanshin Holdings, Inc.
Part-time Auditor of National Institute of Technology and Evaluation (to present)(Significant concurrent positions)
Partner of 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
Specialist of Japan Customs
External Director of Hankyu Hanshin Holdings, Inc.
Part-time Auditor of National Institute of Technology and Evaluation
Reasons for proposing as a candidate for Outside Director and overview of expected roles
Ms. Yuri 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.

―16―

(Notes)
1. There are no special interests between the candidates and the Company.
2. Matters relating to candidates for Outside Directors are as follows:(1) Messrs. Natsuki Segawa, 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 Tokyo Stock Exchange, Inc. and submitted a notification of the appointment toTokyo Stock Exchange, Inc.
(2) Mr. Natsuki Segawa currently serves as the Outside Director of the Company, and his term of office will be one (1)year at the conclusion of the 82nd Annual General Meeting of Shareholders.
Mr. Shinichi Suzuki currently serves as the Outside Director of the Company, and his term of office will be eight (8)years at the conclusion of the 82nd Annual General Meeting of Shareholders.
Mr. Juichi Watanabe currently serves as the Outside Director of the Company, and his term of office will be six (6)years at the conclusion of the 82nd Annual General Meeting of Shareholders.
(3) The Company has entered into an agreement with Messrs. Natsuki Segawa, Shinichi Suzuki and Juichi Watanabe,pursuant to the Articles of Incorporation of the Company to limit their liability in order for them to fully play their
expected roles. If the reappointment of Messrs. Natsuki Segawa, Shinichi Suzuki and Juichi Watanabe is approved, theCompany will continue the agreement with each of them. Furthermore, if the appointment of Mr. Shigeru Harada and
Ms. Yuki Tsuru is approved, the Company will enter into the same agreement with each of them. The maximum amountof 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 never been directly involved in corporate management, they
have been judged to be able to appropriately perform the duties of Outside Director based on their experience mentioned
above.
3. 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.
4. The number of shares of the Company held by each officer includes that of shares held through the JAMCO Officer ShareOwnership Plan.
5. Ms. Yuki Tsuru is scheduled to become an Outside Director of SUGIMOTO & CO., LTD at its 97th Annual General Meetingof Shareholders to be held on June 17, 2022.
6. Ms. Yuki Tsuru’s name on her family register is Yuki Itami.

―17―

Proposal 3

Election of one (1) Audit & Supervisory Board Member

An Audit & Supervisory Board Member, Mr. Noriyoshi Isogami, will retire by resignation at the conclusion of thisyear’s Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit & Supervisory Board
Member is proposed.
The Audit & Supervisory Board has given its approval to this proposal.
The candidate for Audit & Supervisory Board Member is as follows:

Toshihisa Kasuya

New election
March 1, 1960

Date of birthAttendance at meetings of the Board of Directors for thecurrent fiscal term
Attendance at meetings of the Audit & Supervisory
Board for the current fiscal term
Number of shares of the Company held

13 out of 13 (100%)

11,432 shares

Brief past experience and positions
Apr. 1982
Apr. 2010
Apr. 2012
Apr. 2013
Jun. 2013
May 2014
Jun. 2015
Apr. 2016
Jun. 2016
Apr. 2017
Apr. 2018
Feb. 2019
Apr. 2019

Jan. 2020
Apr. 2020
Jun. 2020
Sep. 2020
Apr. 2022

Joined the Company
General Manager (Assistant to Officer) of Aircraft Interiors Company, General Manager of Planning
Development Office, Aircraft Interiors Company
General Manager of Engineering Department, Aircraft Interiors Company
Vice President, Aircraft Interiors Company
Executive Officer (Vice President, Aircraft Interiors Company (CTO))
Executive Officer (Vice President, Aircraft Interiors Company (CTO), President of JAMCO SINGAPORE
PTE LTD.)
Director & Executive Officer (CTO, General Manager of Product Innovation Office, Aircraft Interiors
Company)
Director & Managing Executive Officer (CTO, General Manager of Product Innovation Office, AircraftInteriors Company)
Director & Managing Executive Officer (Chief Technology Officer of Engineering and Technology
Division, General Manager of Product Innovation Office, Aircraft Interiors and Components Group)
Director & Managing Executive Officer (Chief Technology Officer of Aircraft Interiors and Components
Group)
Managing Executive Officer (Assistant to Aircraft Interiors and Components Group, General Manager of
Product Innovation Office)Managing Executive Officer (Assistant to Aircraft Interiors and Components Group, Division General
Manager of Aircraft Seat Manufacturing Division, General Manager of Supply Chain Management Office)Managing Executive Officer (Deputy Chief Operating Officer of Aircraft Interiors and Components Group,
Division General Manager of Aircraft Seat Manufacturing Division, General Manager of Supply Chain
Management Office)Managing Executive Officer (Deputy Chief Operating Officer of Aircraft Interiors and Components Group,
Division General Manager of Aircraft Interiors and Seat Manufacturing Division)
Managing Executive Officer (PR, General Manager of Corporate Planning Department, CRO)
Director & Managing Executive Officer (PR, General Manager of Corporate Planning Department, CRO)
Director & Managing Executive Officer (General Manager of Corporate Planning Department, CRO)
Adviser (to present)

Reasons for proposing as a candidate for Audit & Supervisory Board Member
Mr. Toshihisa Kasuya has abundant experience and advanced expertise in Aircraft Interiors- and Aircraft Seat-related
technologies and manufacturing, as well as a good track record as a person responsible for corporate planning and public
relations, and CRO. Since 2020, he has engaged in important business execution, and has been involved in the Board of
Directors’ decision-making and checking process concerning the execution as Director. Having judged that he will be able
to perform highly effective audits based on these insights and experience, we propose him as a candidate for Audit &Supervisory Board Member.

―18―

(Notes)
1. There are no special interests between the candidate and the Company.
2. 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. In the event of the candidate assuming the office of Audit & Supervisory
Board Member of the Company, the candidate will be insured under the contract. At the time of the next renewal, theCompany plans to renew the insurance contract with the same contents.
3. The number of shares of the Company held by the candidate includes that of shares held through the JAMCO Officer ShareOwnership Plan.

―19―

Proposal 4

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. 2001
Jan. 2003
Jun. 2006
Nov. 2006
Jan. 2009
Apr. 2013

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.
Deputy General Secretary of Japan Federation of Bar Associations
Criminal Defense Instructor of Legal Training and Research Institute for Court Officials, Supreme Court
Audit & Supervisory Board Member of ZENRIN PRINTEX CO., LTD.
Bar Examiner of The New Bar Examination
Representative Director of Nikko Shoji Co., Ltd. (currently, NIKKO Holdings Co., Ltd.)
Professor of Nihon University Law School (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.
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. There are no special interests between the candidate for Substitute Audit & Supervisory Board Member and the Company.
2. 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 Tokyo Stock Exchange,
Inc. and submit a notification of the appointment to Tokyo Stock Exchange, Inc.
(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 beborne 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―20―

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―

(Reference) Skill Matrix

Position

Name

1 Director

Toshiyuki
Abe

2 Director

Takashi
Yonekura

3 Director

Toshikazu
Kimura4 Outside Director

NatsukiSegawa5 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)

HitoshiTakahashi

Corporate
management

●
●
●
●

Industryknowledge

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

●
●
●
●
●

●
●
●

●
●

●

●

●
●

●

●
●

●

●
●

●

●
●

●
●

●

Kouichiro
WatanabeRiskmanagement

●

●

●

(Notes)1. 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.
2. The composition of officers above is subject to approval of Proposals 2 and 3 as originally proposed at this year’s Annual
General Meeting of Shareholders.

―22―