(TRANSLATION FOR REFERENCE PURPOSES ONLY)
Securities code: 6118
June 7, 2024
To Our Shareholders with Voting Rights
Toshihiko Suzuki
Representative Director and President
AIDA ENGINEERING, LTD.
2-10 Ohyama-cho, Midori-ku, Sagamihara,
Kanagawa 252-5181, Japan

Notice of the 89th Ordinary General Meeting of Shareholders
Dear Shareholders:
We would like to take this opportunity to express our sincere appreciation for your support.
We would also like to express our heartfelt sympathies to all those affected by the 2024 Noto Peninsula
Earthquake and pray for a swift recovery.
Please be informed that the 89th Ordinary General Meeting of Shareholders of AIDA ENGINEERING, LTD.
(hereinafter, the “Company”) to be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision of
information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters subject
to the measures for electronic provision). Please review the matters subject to the measures for electronic provision,
which are posted on the following website on the Internet.
The Company’s website: https://www.aida.co.jp/en/ir/event/index.html#anc03
In addition to the website above, matters subject to the measures for electronic provision are posted on the Tokyo
Stock Exchange (TSE)’s website. Please access the TSE website (Listed Company Search) below, enter and searchfor “AIDA ENGINEERING” in the “Issue name (company name)” field or “6118,” the securities code of theCompany in the “Code” field, select “Basic information” and “Documents for public inspection/PR information,”in that order to peruse the available information.
TSE’s website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn the event that you do not attend the meeting in person on the day, you can exercise your voting rights via theInternet or by postal mail. Please review the Reference Documents for the General Meeting of Shareholders
provided in the matters subject to the measures for electronic provision, and exercise your voting rights by no later
than 6:00 p.m., Monday, June 24, 2024.
1. Date/Time:
2. Place:

10:30 a.m., Tuesday, June 25, 2024
The conference room of the Company
2-10 Ohyama-cho, Midori-ku, Sagamihara, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Non-Consolidated
Financial Statements for the 89th Fiscal Year (from April 1, 2023 to March 31,
2024)
2. Audit Reports of the Accounting Auditors and the Board of Statutory Auditorson the Consolidated Financial Statements for the 89th Fiscal Year (from April
1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal 1
Proposal 2
Proposal 3
Proposal 4

Appropriation of Retained Earnings
Election of Eight (8) Directors
Election of One (1) Statutory Auditor
Election of One (1) Alternate Statutory Auditor
14. Other Matters Regarding the Notice of the General Meeting of Shareholders(1) In accordance with the provisions of laws and regulations and the Company’s Articles of Incorporation,
among the matters subject to the measures for electronic provision, the following items are excluded fromthe paper-based documents delivered to shareholders who have made a request for delivery of such
documents. The Statutory Auditors and the Accounting Auditors have audited the target documents forauditing, including the following items.
 “Matters Related to the Company’s Stock Acquisition Rights” and “Corporate Systems and Policies” inthe Business Report
 “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial Statements”
in the Consolidated Financial Statements
 “Non-Consolidated Statements of Changes in Net Assets” and “Notes to Non-Consolidated Financial
Statements” in the Non-Consolidated Financial Statements(2) If you exercise your voting rights both via the Internet and by postal mail, we will only accept the exerciseof your voting rights via the Internet as valid. If you exercise your voting rights more than once via theInternet, we will only accept the most recent exercise of your voting rights as valid.
(3) If you make no indication whether you are voting for or against the proposals on the returned voting form,
you shall be deemed to have voted FOR the proposals.
(4) The exercise of voting rights by proxy is limited to exercise by delegating said rights to another shareholder
with voting rights. If you do so, please note that you are requested to submit a document evidencing theauthority of proxy (a power of attorney and your voting form to be used by the proxy to exercise your voting
rights) in addition to the voting form of the shareholder to attend as proxy at the reception of the venue.
(5) Notice of resolutions made by this General Meeting of Shareholders shall be posted on the Company’s
website. Thank you for your understanding.

◎ If attending the meeting on the day, please submit the enclosed voting form at the reception desk upon yourarrival.
◎ If revisions to the matters subject to the measures for electronic provision arise, a notice of the revisions and thedetails of the matters before and after the revisions will be posted on the Company’s website and TSE’s website
on the Internet, which are mentioned in the previous page.

2

Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal 1-Appropriation of Retained Earnings
Our basic policy regarding shareholder return is to provide stable shareholder returns by aiming for a consolidated
dividend payout ratio of 40% or higher while taking into consideration the need to ensure the stability of ourmanagement and financial foundations and our strategic investments for sustainable growth, which is consistent
with our management policy of growing together with our stakeholders.
The Company will pay an ordinary dividend of ¥30 per share (the consolidated dividend payout ratio: 63.8%) tomaintain stable dividend payment.
Matters relating to year-end dividends(1) Category of dividend property
Cash(2) Matters relating to the allocation of dividend property and the total amount of such allocation¥30 per share of the Company’s common stock
Total payment: ¥1,923,955,410(3) Date on which the dividend of retained earnings shall take effectJune 26, 2024

3

Proposal 2-Election of Eight (8) Directors
The terms of office of all eight (8) Directors (of which, four (4) are Outside Directors) will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the election of eight (8) Directors is proposed.
[Reference]
If this Proposal is approved in its current form, the composition of the Board of Directors will be as follows:

The candidates for Directors are listed below.
Current positions and duties at theCompanyNo.

Name

Gender1

Kimikazu Aida

Male

2

Toshihiko Suzuki

Male

3

Hiromitsu Ugawa

Male

4

Yap Teck Meng

Male

Director, Operating Officer

5

Hirofumi Gomi

Male

Director

6

Mikio Mochizuki

Male

Director

7

Isao Iguchi

Male

Director

Representative Director andChairman
Representative Director andPresident
Chief Executive Officer (CEO)Division Manager, Research &Development Headquarters
Director, Managing Executive
Officer
Division Manager, General
Administration Headquarters

Kiyoe Kado
8

(Name on the family
register: Kiyoe
Takeda)Female Director

4

Candidate attribute

Attendance atBoard ofDirectors’
meetings(89th fiscal year)

Candidate for reelection

10 of 12 (83%)

Candidate for reelection

12 of 12 (100%)

Candidate for reelection

12 of 12 (100%)

Candidate for re10 of 12 (83%)
election
Candidate for reelection
11 of 12 (92%)
Outside Director
Independent Director
Candidate for reelection
12 of 12 (100%)
Outside Director
Independent Director
Candidate for reelection
12 of 12 (100%)
Outside Director
Independent Director
Candidate for re9 of 9 (100%)
election(after assuming
Outside Director
office on June 27,
Independent Director
2023)

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions

December 1976
Kimikazu Aida
1982
(December 13, 1951) June
September 1989
[Candidate for re-election] April
1992
April
2001
Board of Directors’
October 2011

1

Joined AIDA ENGINEERING, LTD.
Director
Representative Director (current position)
President
Chief Executive Officer (CEO)Division Manager, Research & Development
meeting attendance
Headquarters
during the fiscal year June2018 Chairman (current position)
ended March 31, 2024 - <Concurrent holding of important positions>
83% (10 out of 12
Chairman, AIDA AMERICA CORP.

Number of theCompany’s
shares held

meetings)<Reasons for electing the candidate for Director>
Kimikazu Aida has led the Company’s global strategies and development of new products
for 34 years since he assumed office of Representative Director in 1989, and has been
contributing to the Company’s business expansion and development up to the present time.
He has abundant experience, broad knowledge, and leadership as a manager, and he has
assumed responsibility for the management of the Group as Representative Director andChairman from April 2023. Based on the above, we judge that he is the right person forrealization of sustainable improvement of corporate value, and request his re-election as
Director.

5

1,448,378

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
December 2011
June
2014
May
2015
June
2015
June
2017

2

Joined AIDA ENGINEERING, LTD.
Operating Officer
Division Manager, Engineering Headquarters
Director
Managing Executive Officer
Division Manager, Sales Headquarters
Toshihiko Suzuki
June2018 Senior Managing Executive Officer(August 28, 1961)
October 2018 Division Manager, Sales & Customer Service
Headquarters[Candidate for re-election]
April
2020 Representative Director (current position)
Executive Vice President
Board of Directors’
Chief Operating Officer (COO)
meeting attendance
Division Manager, Sales Headquarters
during the fiscal year
April
2021
Division Manager, Production Headquarters
ended March 31, 2024 June
2022 Division Manager, Research & Development
100% (12 out of 12
Headquarters (current position)
meetings)
April2023 President (current position)
Chief Executive Officer (CEO) (current
position)<Concurrent holding of important positions>
Chairman, REJ Co., Ltd.
Vice Chairman, AIDA AMERICA CORP.
<Reasons for electing the candidate for Director>
In addition to the engineering division, Toshihiko Suzuki has also engaged in sales andcustomer service divisions. He is well versed in the entire business of the Company, andhas abundant experience and broad knowledge, including working overseas. From April
2023, he has demonstrated his capacities for strength in leadership as Representative
Director and President and assumed responsibility for the management of the Group,
providing a powerful push forward to the start of the new medium-term management plan.
Based on the above, we judge that he is the right person for steady achievement of themedium-term management plan and realization of sustainable improvement of corporate
value, and request his re-election as Director.

Number of theCompany’s
shares held

6

14,149No.

Name(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
April

3

Number of theCompany’s
shares held

1984

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
February 2012 General Manager, Agent Business Office,Investment Business Administration
Department, Mizuho Corporate Bank, Ltd.
(currently Mizuho Bank, Ltd.)
Hiromitsu Ugawa
April
2014 Joined AIDA ENGINEERING, LTD.
(December 13, 1961)
General Manager, Finance & Accounting
Department, General Administration[Candidate for re-election]
Headquarters
March
2015 Deputy Division Manager, General
Board of Directors’
Administration Headquarters
meeting attendanceJune2016 Operating Officer
during the fiscal year
Division Manager, General Administration
ended March 31, 2024 Headquarters (current position)
100% (12 out of 12
June2018 Managing Executive Officer
meetings)
June2020 Director (current position)
Operating Officer
June2022 Managing Executive Officer (current
position)<Concurrent holdings of important positions>
Chairman, AIDA S.r.l.
<Reasons for electing the candidate for Director>
In addition to finance and accounting, Hiromitsu Ugawa has participated in overall
administrative work including IR, general affairs, human resources, cost management,
system since joining the Company in 2014, and currently supervises the administration
division as Managing Executive Officer and Division Manager, General Administration
Headquarters. In addition, he has extensive knowledge on finance and financial matters
gained through his long years of service at financial institutions as well as abundant
experience on overseas business, investment banking business, and risk management, andwe judge that he is the right person for realization of sustainable improvement of corporate
value. Based on the above, the Company requests his re-election as Director.

7

10,669No.

Name(Date of birth)

Joined AIDA MANUFACTURING(MALAYSIA) SDN.BHD. (currently AIDAENGINEERING (M) SDN. BHD.)
November 2007 Operating Officer, AIDA ENGINEERING,[Candidate for re-election]
LTD.
June
2010 Managing Executive Officer
Board of Directors’June2013 Director (current position)
meeting attendance
Executive Officer
during the fiscal year
June
2014 Managing Executive Officer
ended March 31, 2024 June
2022 Operating Officer (current position)
83% (10 out of 12<Concurrent holdings of important positions>
meetings)
Chairman, AIDA GREATER ASIA PTE. LTD.
<Reasons for electing the candidate for Director>
Yap Teck Meng has assumed management for many years as the top of Asian regional
subsidiaries of the Group and has abundant experience and knowledge concerning
operations in general and management of the Company. He currently supervises theGroup’s business in South East Asia as Operating Officer of the Company, and we judge
that he is the right person for realization of sustainable improvement of corporate value.
Based on the above, the Company requests his re-election as Director.
Yap Teck Meng
(September 4, 1962)

4

Brief personal history, position, duties andconcurrent holding of important positions
June

Number of theCompany’s
shares held

1996

8

0

No.

Name
(Date of birth)

Hirofumi Gomi
(May 13, 1949)[Candidate for re-election][Outside Director]

Brief personal history, position, duties andconcurrent holding of important positions
April
July

1972
1996

June

1998

July

2000

July

2001

July

2002

July
2004
July
2007
November 2009

[Independent Director]

January
February

5

Number of theCompany’s
shares held

Joined the Ministry of FinanceDirector of the Research Division, Banking
Bureau, Ministry of FinanceDirector-General, Inspection Department,
Financial Supervisory Agency (currently
Financial Services Agency)
Secretary-General, Executive Bureau,
Securities and Exchange SurveillanceCommission, Financial Services Agency
Director-General, Inspection Bureau,
Financial Services Agency
Director-General, Supervisory Bureau,
Financial Services Agency
Commissioner, Financial Services Agency
Resigned Financial Services Agency
Visiting Professor, Aoyama Gakuin
University (current position)

2014
2015

Advisor, NISHIMURA & ASAHI
Senior Advisor, THE BOSTON
CONSULTING GROUP
Board of Directors’June2015 Outside Director, AIDA ENGINEERING,
meeting attendanceLTD. (current position)
during the fiscal year
June
2016 Outside Director, Infoteria Corporation
ended March 31, 2024 (currently Asteria Corporation) (current
92% (11 out of 12
position)
meetings)
Outside Director, MIROKU JYOHOSERVICE CO., LTD. (current position)
June
2017 Outside Director, SBI Holdings, Inc.
June
2019 Outside Director, ZUU Co., Ltd. (current
position)June2020 Outside Director, THE FUKUSHIMABANK, LTD.
February 2022 Chairman of the Board, Shinsei Bank,
Limited (currently SBI Shinsei Bank,
Limited) (current position)<Concurrent holding of important positions>
Chairman of the Board, SBI Shinsei Bank, Limited<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Hirofumi Gomi has abundant experience and advanced expertise acquired through his
participation in the financial administration of the country as Commissioner of the
Financial Services Agency, etc. and has been providing advice and suggestions useful for
management of the Company. He has abundant experience in corporate management ofother multiple companies, including as a director and chairman of a private sector financial
institution and as an outside officer, which he has utilized for the Company’s management,
and has been supervising management from an independent and objective point of view.
Based on the above, the Company judges that he is suitable as Outside Director of theCompany and expects him to continue playing the above-mentioned roles. Therefore, theCompany requests his re-election as Outside Director.

9

0

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
April

6

Joined Ishikawajima-Harima Heavy
Industries Co., Ltd. (currently IHI
Corporation)
April
2011 Executive Officer, IHI Corporation
President and CEO, IHI INC. (Regional
Headquarter for the Americas)
April2014 Managing Executive Officer, General
Mikio Mochizuki
Manager of Finance & Accounting Division,(July 8, 1954)
IHI CorporationJune
2016 Director, Managing Executive Officer,[Candidate for re-election]
General Manager of Finance & Accounting[Outside Director]
Division, IHI Corporation[Independent Director]
April2017 Director, Managing Executive Officer,
President of Industrial Systems and GeneralBoard of Directors’
Purpose Machinery Business Area, IHI
meeting attendance
Corporation
during the fiscal year
April
2018 Director, IHI Corporation
ended March 31, 2024 June2018 Adviser, IHI Corporation (resigned in June
100% (12 out of 12
2021)
meetings)
June2021 Outside Director, AIDA ENGINEERING,
LTD. (current position)
June
2022 Outside Director, Toshiba Corporation
December 2023 Corporate Auditor, Toshiba Corporation(current position)<Concurrent holding of important positions>Not applicable<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Mikio Mochizuki has acquired abundant experience and broad knowledge in the industrial
machinery business including the press machine business through his career at IHI
Corporation as President and CEO of Regional Headquarter for the Americas, Director,
Managing Executive Officer, General Manager of Finance & Accounting Division, andDirector responsible for Industrial Systems and General-Purpose Machinery Business
Area, and he has been providing advice and suggestions useful for management of theCompany. In addition, he has experience in corporate management at other companies as
an outside officer, and has been utilizing it for the Company’s management and supervising
management from an independent and objective point of view. Based on the above, theCompany judges that he is suitable as Outside Director of the Company and expects him
to continue playing the above-mentioned roles. Therefore, the Company requests his reelection as Outside Director.

Number of theCompany’s
shares held

1978

10

682

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
April
April

7

Joined Mitsubishi Electric Corporation
Corporate Executive, General Manager,
Industrial Products Marketing Division,
Factory Automation Systems Group,
Mitsubishi Electric Corporation
Isao Iguchi
April2010 Corporate Executive, Senior General(September 3, 1954)
Manager, Chubu Branch Office, Mitsubishi
Electric Corporation[Candidate for re-election]
April
2012 Executive Officer, Vice President, Corporate[Outside Director]
Marketing Group, Mitsubishi Electric[Independent Director]
Corporation
April
2016 Senior Vice President, Group President,
Board of Directors’
Automotive Equipment Group,
meeting attendance
Deputy Senior General Manager, ITS
during the fiscal year
Business Development Group, Mitsubishi
ended March 31, 2024 Electric Corporation
100% (12 out of 12
April
2019 Senior Corporate Adviser, Mitsubishi Electric
meetings)
Corporation (resigned in March 2022)
June
2021 Outside Director, AIDA ENGINEERING,
LTD. (current position)<Concurrent holding of important positions>Not applicable<Reasons for electing the candidate for Outside Director and the overview of expectedroles>
Isao Iguchi has acquired abundant experience and broad knowledge in the automatic
machines and factory automation businesses, on which the Company focuses, through his
career at Mitsubishi Electric Corporation as Corporate Executive and General Manager ofIndustrial Products Marketing Division of Factory Automation Systems Group, Executive
Officer and Vice President of Corporate Marketing Group, and Senior Vice President andGroup President of Automotive Equipment Group, and he has been providing advice andsuggestions useful for management of the Company. In addition, he has insights into
corporate management, and has been utilizing these for the Company’s management andsupervising management from an independent and objective point of view. Based on theabove, the Company judges that he is suitable as Outside Director of the Company andexpects him to continue playing the above-mentioned roles. Therefore, the Company
requests his re-election as Outside Director.

Number of theCompany’s
shares held

1977
2008

11

1,757

No.

Name
(Date of birth)

Brief personal history, position, duties andconcurrent holding of important positions
April

8

Assistant, University of Tokyo Faculty ofLaw
July
1981 Researcher, Anderson Mōri & Rabinowitz(Currently Anderson Mōri & Tomotsune)
April
1985 Full-Time Lecturer, University of Toyama
Faculty of Economics
April1987 Assistant Professor, University of Toyama
Faculty of Economics
April1988 Assistant Professor, University of Tsukuba
Faculty of Social Sciences
April
1992 Assistant Professor, Seijo University Facultyof Law
Kiyoe Kado
April
1995 Professor, Rikkyo University College of Law(February 8, 1955)
and Politics(Name on the family
October 2005 Managing Director, Rikkyo Educational
register: Kiyoe Takeda)
Corporation
April
2010 Dean, Rikkyo University College of Law and[Candidate for re-election]
Politics[Outside Director]
April2016 Auditor (part time), Chiba University[Independent Director]
June2017 Outside Director, LIXIL VIVACORPORATION (currently ARCLANDS
Board of Directors’CO., LTD.)
meeting attendanceJune2018 Outside Director (Audit and Supervisoryduring the fiscal year
Committee Member), LIXIL VIVA
ended March 31, 2024 CORPORATION (currently ARCLANDS
100% (9 out of 9CO., LTD.)
meetings) (after
April
2020
Professor Emeritus, Rikkyo University
assuming office on June(current
position)27, 2023)
July
2020 Registered as an attorney-at-law (Dai-ichi
Tokyo Bar Association)
Joined Shimada Hamba & Osajima as
Visiting Attorney (current position)
April
2022 Visiting Professor, Meiji Gakuin University(current position)
June
2022 Director, Trust Forum Foundation (current
position)June
2023 Outside Director, AIDA ENGINEERING,
LTD. (current position)<Concurrent holding of important positions>Not applicable

Number of theCompany’s
shares held

1978

12

0

<Reasons for electing the candidate for Outside Director and the overview of expectedroles>In addition to participating in research studies in the field of civil law, Kiyoe Kado has
acquired advanced expertise in general business legal practices as a legal specialist, andhas been providing advice and suggestions useful for the management of the Company. In
addition, she has experience in human resources development as the dean of a university’s
law department, as well as experience in corporate management as a full-time director of
an incorporated educational institution and as an outside director of a business corporation.
She has been utilizing these for the management of the Company and supervising
management from an independent and objective point of view. Based on the above, theCompany judges that she is suitable as Outside Director of the Company and expects her
to continue playing the above-mentioned roles. Therefore, the Company requests her reelection as Outside Director.

13

(Notes) 1. There is no special interest between the above candidates and the Company.
2. The number of the Company’s shares each candidate holds is shown including shares of stock in
Officer’s Shareholding Association.
3. Hirofumi Gomi, Mikio Mochizuki, Isao Iguchi and Kiyoe Kado are candidates for Outside Directors as
stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
4. The Company designated Hirofumi Gomi, Mikio Mochizuki, Isao Iguchi and Kiyoe Kado as
Independent Directors as defined by Tokyo Stock Exchange, Inc., and registered them with the Tokyo
Stock Exchange as Independent Directors. If the re-election of these candidates is approved at this
General Meeting of Shareholders, the Company will re-designate them as Independent Directors.
5. Mikio Mochizuki had served until June 2018 as Director of IHI Corporation, one of the Company’sbusiness partners, but for the fiscal year ended March 31, 2024, the transaction amount between the
Company and IHI Corporation is immaterial, as the Company’s sales to IHI Corporation and purchasesfrom IHI Corporation each comprised less than 1% of the Company’s consolidated net sales. Therefore,
the Company judges that there is no risk of a conflict of interest with ordinary shareholders and no
impact on independence.
6. Isao Iguchi had served until March 2019 as Senior Vice President of Mitsubishi Electric Corporation,
one of the Company’s business partners, but for the fiscal year ended March 31, 2024, the transaction
amount between the Company and Mitsubishi Electric Corporation is immaterial, as the Company’ssales to Mitsubishi Electric Corporation and purchases from Mitsubishi Electric Corporation eachcomprised less than 1% of the Company’s consolidated net sales. Therefore, the Company judges that
there is no risk of a conflict of interest with ordinary shareholders and no impact on independence.
7. Kiyoe Kado had served from June 2017 until March 2021 as Outside Director of LIXIL VIVACORPORATION (currently ARCLANDS CO., LTD.), during which LIXIL VIVA CORPORATION
received a recommendation from the Japan Fair Trade Commission related to the identification ofactions in violation of the Act against Delay in Payment of Subcontract Proceeds, etc. to Subcontractors.
Although she was not aware of these practices before the facts were uncovered, she regularly brought
attention to the importance of compliance with laws and regulations at meetings of the Board of
Directors, and after the facts were uncovered, she endeavored to duly perform her duties in regard to thesituation by offering various recommendations and expressing opinions toward improving said
Company’s internal legal compliance system to order to prevent recurrence.
8. The term of office of Hirofumi Gomi as an Outside Director is nine (9) years at the closing of this
General Meeting of Shareholders. The terms of office of Mikio Mochizuki and Isao Iguchi as Outside
Directors are three (3) years at the closing of this General Meeting of Shareholders. The term of officeof Kiyoe Kado as an Outside Director is one (1) year at the closing of this General Meeting of
Shareholders.
9. Pursuant to the Articles of Incorporation, the Company has entered into contracts with Hirofumi Gomi,
Mikio Mochizuki, Isao Iguchi, and Kiyoe Kado, which provide that the liability for damages stipulated
in Article 423, Paragraph 1 of the Companies Act shall be up to the minimum liability amount specifiedin each item of Article 425, Paragraph 1 of the same Act. If the re-election of these candidates isapproved at this General Meeting of Shareholders, the Company will continue the aforementioned
liability limitation contracts with them.
10. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damage that may arise when the insured assumes liability for the
execution of his or her duties or receives a claim related to the pursuit of such liability. If the electionof each candidate for Director is approved, he or she will be insured under the insurance contract. The
Company plans to renew the insurance contract with the same contents at the time of the next renewal.

14

(Reference) Skills expected of Director candidatesExpertise/experience
Category
Name

OutsideIndependent
OfficerRiskmanagement,
Corporate Finance &International
legal affairs,
management accounting
operations&*1compliance

Kimikazu Aida◯

Toshihiko Suzuki

◯

◯
◯
◯

Hiromitsu Ugawa◯

Hirofumi Gomi✓

Mikio Mochizuki✓

Isao Iguchi✓

Kiyoe Kado

✓

◯

◯

◯

◯

◯

◯

◯

◯

◯

Personnel
affairs &humanresource
development

◯
◯

◯

◯
◯

◯

IT & DX◯◯

Yap Teck Meng

Technology
Sales &
& researchmarketinganddevelopment◯◯(Notes) 1. “Risk management, legal affairs, & compliance” includes the perspective of product liability (PL).
2. The above table shows areas where each Director is particularly expected to contribute to the Company’s
management. It does not indicate all of the skills and expert knowledge possessed by each Director.

15

Proposal 3-Election of One (1) Statutory Auditor
The term of office of one (1) Statutory Auditor Fusakazu Kondo will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, it is proposed to elect one (1) Statutory Auditor.
The Company has already obtained the consent of the Board of Statutory Auditors with respect to the submissionof this proposal.
The candidate for Statutory Auditor is shown below.
Number of the
Name
Brief personal history, position, duties andCompany’s(Date of birth)concurrent holding of important positions
shares held
April
1983
Joined The Dai-ichi Mutual Life Insurance
Company(currently Dai-ichi Life Insurance
Fusakazu Kondo
Company, Ltd.)(November 17, 1960)
April
2004
General Manager, Profit Management
Department, The Dai-ichi Mutual Life Insurance[Candidate for re-election]
Company[Outside Auditor]
April
2010
General Manager, Corporate Finance[Independent Auditor]
Department, The Dai-ichi Life Insurance
Company, Ltd.
Board of Directors’
meeting attendance during June2012
Senior Audit and Supervisory Board Member
the fiscal year ended(Full-Time), The Dai-ichi Life Insurance
March 31, 2024 - 100%Company, Ltd.
(12 out of 12 meetings) October
2016
Director (Audit and Supervisory Committee
Member (Full-Time)), Dai-ichi Life Holdings,
Board of Statutory
4,978Inc. (current position) (scheduled to resign on
Auditors’ meeting
June 24, 2024)
attendance during the
June
2020
Outside Statutory Auditor, AIDA
fiscal year ended MarchENGINEERING, LTD. (current position)
31, 2024 - 92%<Concurrent holding of important positions>(12 out of 13 meetings) Director (Audit and Supervisory Committee Member (Full-Time)),Dai-ichi Life Holdings, Inc.
<Reasons for electing the candidate for Outside Statutory Auditor>
Fusakazu Kondo has participated mainly in finance-related businesses at a life insurancecompany, as well as engaged in auditing work as a Senior Audit and Supervisory Board Member(Full-Time) and an Audit and Supervisory Committee Member (Full-Time) at the said company.
He has abundant experience and knowledge in these fields and oversees the execution of duties
by Directors and executors of business from an independent and objective point of view. The
Company judges that he will appropriately perform his duties as an Outside Statutory Auditor
and requests his re-election as Outside Statutory Auditor.

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(Notes) 1. There is no special interest between the above candidate and the Company.
2. The number of the Company’s shares the above candidate holds is shown including shares of stock in
Officer’s Shareholding Association.
3. Fusakazu Kondo is a candidate for an Outside Statutory Auditor as stipulated in Article 2, Paragraph 3,
Item 8 of the Ordinance for Enforcement of the Companies Act.
4. The Company designated Fusakazu Kondo as an Independent Statutory Auditor as defined by Tokyo
Stock Exchange, Inc., and registered him with the Tokyo Stock Exchange as an Independent Statutory
Auditor. If his re-election is approved, the Company will re-designate him as an Independent Statutory
Auditor.
5. Fusakazu Kondo had served until May 2012 as General Manager of the Corporate Finance Departmentof The Dai-ichi Life Insurance Company, Ltd., one of the Company’s business partners, but more than
10 years have passed since he ceased to be a business executor of the said company. The Dai-ichi Life
Insurance Company, Ltd. holds 4.68% of the total number of issued shares of the Company (excluding
treasury shares), and there are transactions such as insurance contracts between the Company and The
Dai-ichi Life Insurance Company, Ltd., but for the fiscal year ended March 31, 2024, the actual payment
of insurance premiums, etc. from the Company to The Dai-ichi Life Insurance Company, Ltd. comprised
less than 1% of the Company’s consolidated net sales and is immaterial. In addition, although theCompany has a transaction of monetary borrowing with The Dai-ichi Life Insurance Company, Ltd.,the said company is one of multiple lenders, and is not a lender on which the Company is dependent to
the extent that there is no alternative in fund procurement. Furthermore, since The Dai-ichi Life
Insurance Company, Ltd. is not a business partner that has a significant influence on the Company’s
decision-making, the Company judges that there is no risk of a conflict of interest with ordinary
shareholders and no impact on independence.
6. The term of office of Fusakazu Kondo as an Outside Statutory Auditor is four (4) years at the closing of
this General Meeting of Shareholders.
7. Pursuant to the Articles of Incorporation, the Company has entered into a contract with Fusakazu Kondo
which provides that the liability for damages stipulated in Article 423, Paragraph 1 of the Companies
Act shall be up to the minimum liability amount specified in each item of Article 425, Paragraph 1 ofthe same Act. If his re-election is approved at this General Meeting of Shareholders, the Company willcontinue the aforementioned liability limitation contract with him.
8. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damage that may arise when the insured assumes liability for the
execution of his or her duties or receives a claim related to the pursuit of such liability. If the re-electionof Fusakazu Kondo is approved, he will be insured under the insurance contract. The Company plans torenew the insurance contract with the same contents at the time of the next renewal.

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Proposal 4-Election of One (1) Alternate Statutory Auditor
To prepare for a contingency in which the Company does not have the number of Statutory Auditors required bylaws and regulations, it is proposed to elect one (1) Alternate Statutory Auditor.
The election of the aforementioned Alternate Statutory Auditor may be cancelled by the resolution of the Board of
Directors, provided such cancellation is done prior to the assumption of office and with the consent of the Boardof Statutory Auditors.
The Company has already obtained the consent of the Board of Statutory Auditors with respect to the submissionof this proposal.
The candidate for Alternate Statutory Auditor is shown below.
Number of the
Name
Brief personal history, position, duties andCompany’s(Date of birth)concurrent holding of important positions
shares held
April
1995
Registered as an attorney-at-law (Daini
Tokyo Bar Association)
Joined Nozomi Sogo Attorneys at Law (current
position)
April
2012
Lecturer, Legal Training and Research Instituteof the Supreme Court of Japan (until March
Takafumi Kiyonaga
2015)(October 19, 1967)
February 2017
Auditor, Kachi System Products Co., Ltd.
(current
position)[Outside Auditor]
April
2017
Specially Appointed Professor, Rikkyo Law[Independent Auditor]
School (until March 2021)
0
June
2022
Outside Director, ARTNATURE INC. (current
position)<Concurrent holding of important positions>
Attorney-at-law, partner at Nozomi Sogo Attorneys at Law<Reasons for electing the candidate for Alternate Outside Statutory Auditor>
Takafumi Kiyonaga has abundant experience and advanced expertise as an attorney, and has
experience in corporate management as an outside director of a company. The Company expects
that he would oversee the execution of duties by Directors and executors of business from an
independent and objective point of view, and requests his election as Alternate Outside Statutory
Auditor.

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(Notes) 1. There is no special interest between the above candidate and the Company.
2. Takafumi Kiyonaga is a candidate for an Alternate Outside Statutory Auditor.
3. Takafumi Kiyonaga satisfies the requirement as an Independent Statutory Auditor as defined by Tokyo
Stock Exchange. If he assumes office as Outside Statutory Auditor, the Company will register him with
the Tokyo Stock Exchange as an Independent Statutory Auditor.
4. If Takafumi Kiyonaga assumes office as Outside Statutory Auditor, pursuant to the Articles ofIncorporation, the Company will enter into a contract with him, which provides that the liability fordamages stipulated in Article 423, Paragraph 1 of the Companies Act shall be up to the minimum
liability amount specified in each item of Article 425, Paragraph 1 of the same law.
5. The Company has concluded a directors and officers liability insurance agreement with an insurancecompany. The insurance policy covers damage that may arise when the insured assumes liability for the
execution of his or her duties or receives a claim related to the pursuit of such liability. If Takafumi
Kiyonaga assumes office as Outside Statutory Auditor, he will be insured under the insurance contract.
The Company plans to renew the insurance contract with the same contents at the time of the next
renewal.

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(Reference) Independence Criteria for Outside Officers
The Company has stipulated the criteria for the independence of Outside Officers as follows for the determinationof their independence.
In principle, a person who does not fall under any of the following items at present or within the past threeyears(1) A party whose major business partner is the Company, or an executor of business thereof if the party is a
corporation, etc.
(2) A major business partner of the Company, or an executor of business thereof if the party is a corporation,etc.
(3) A consultant, accounting specialist or legal specialist who receives a significant amount of money or otherproperty from the Company other than the compensation from the Company as an Outside Officer.
(4) An employee, etc. of the consulting firm, accounting office or law firm, etc. whose major business partner isthe Company(5) A party who receives a significant amount of donation, etc. from the Company, or an executor of businessthereof if the party is a corporation, etc.
(6) A major shareholder (a party who holds 10% or more of the total voting rights) of the Company, or an
executor of business thereof if the party is a corporation, etc.
(7) A close relative of the following (excluding insignificant person)
A. A person who falls under (1) to (6) described above
B. A Director, Statutory Auditor, Operating Officer or important employee of the Company or its subsidiary

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