To our shareholders(Securities code: 9830)
March 2, 2023

TRUSCO NAKAYAMA Corporation
4-38-1 Shimbashi, Minato-ku, Tokyo
Tetsuya Nakamura, President

GAMBARE!! JAPANESE MONODZUKURII would first like to express my gratitude for your warm support.
Trusco Nakayama has made efforts to improve the convenience of customers by continuing its aggressive capital investment in
distribution facilities and equipment as well as in digitalization and by strategically strengthening its expansion of its product lineup andinventories in order to accurately meet the needs of manufacturing sites for a wide variety of items in small lots.
The key phrase for this year is “Business management not in textbook.” If one could succeed in business just by following textbooks,
the world would be full of successful managers. But the reality is that there are a handful or even a pinch of people who are calledsuccessful. It seems those who attract success with innovative ideas are not always following textbooks.
Understanding that the secret key to success is not written in a textbook, we should create innovative ideas that will lead to our
growth.
Keeping in mind our policy that “Business must serve people and society,” we will continue to work to be a company needed by ourcustomers and markets in 2023.

At the 55th Anniversary Hall, 3rd ˜oor , Tokyo Head Ofÿce

Contents
Convocation Notice of the 60th Annual Shareholders’ Meeting .........2

Corporate Executives.................................................................................. 26

Business Report for the 60th Period ......................................................4
Major Business Locations.........................................................................8
Current Status of Subsidiaries ................................................................9
Major Business Areas ............................................................................ 10
Initiatives in the 61st period ................................................................. 11
ESG Activity Report ................................................................................ 18
Interview with Outside Directors ......................................................... 24
Current Status and Policies of the Company...................................... 25

Amounts of remuneration, etc. of directors and corporate auditors ... 27
Organization Chart ...................................................................................... 28
Reference Materials for Shareholders’ Meeting ..................................... 30
Introduction of Corporate Auditors........................................................... 38
Frequently Asked Questions ...................................................................... 39

2

Convocation Notice of the 60th Annual Shareholders’ MeetingAnnual Shareholders’ Meeting for the previous year

Decided Matters upon the Convocation
Notice is hereby given that the 60th Annual Shareholders’ Meeting of Trusco Nakayama (“the Company”) will be held as described below and that you
are invited to attend the Meeting.
The Company adopts electronic provision of information concerning this shareholders’ meeting. Pursuant to the provision of Article325-3 of the Companies Act, matters subject to electronic provision are presented on our corporate website on the internet. Please
access the URL below to check the information.

Special website for Annual Shareholders’ Meeting https://www.trusco.co.jp/ir/meeting/Special website for
Annual Shareholders’Meeting

If you cannot attend the Meeting, you may exercise your voting right either in writing or via the internet. Details of the Proposals areprovided in Reference Materials of this Convocation Notice. After examining the materials, please return the enclosed Voting Form indicating your vote
“For” or “Against” each of the proposals or access the Company’s website for voting, which is indicated on the Voting Form, and exercise your voting
rights via the internet by 5:30 p.m., Thursday, March 23, 2023.
1 Date and Time March 24 (Friday), 2023, at 10 a.m. (Doors open at 9:00 a.m.)* Pre-registration is required to attend and is available for up to 200 shareholders based on raf°e drawing.
4-1 Kioi-cho, Chiyoda-ku, Tokyo
2 PlaceFuyo Room, Banquet Floor, the Main Building, Hotel New Otani Tokyo* If the venue becomes unavailable because of COVID-19, we will announce it on the Company's website.
Shareholders attending the meeting on the day of the Annual Shareholders’ Meetings are kindly requested to check thewebsite before the meeting.
3 Matters Constituting the Purpose of the Meeting
Matters to be reported
Reports on the Business Report, Consolidated Financial Statements, Financial Statements, and the results of
the audit of the Consolidated Financial Statements and Financial Statements by the accounting auditor andthe Board of Auditors for the 60th Period (from January 1, 2022 to December 31, 2022)
Matters to be resolved
Proposal No. 1: Election of Eight (8) Directors
Proposal No. 2: Election of Two (2) Corporate Auditors
Proposal No. 3: Election of One (1) Substitute Corporate Auditor
4 Guide to the Exercise of Voting Rights
Notice on the 60th Annual Shareholders’ Meeting
For details, please refer to the attached Notice on the 60th Annual Shareholders’ Meeting.
Notes: 1. If you exercise your voting rights twice, via the internet and by post (in writing), we will treat your votes via the internet as effective.
2. If you exercise your voting rights more than once via the internet, we will treat the last exercise of your voting rights as effective.
3. If you do not indicate your vote for each proposal by post (in writing), your votes will be treated as afÿrmative votes. Your vote will be invalid if you circle both
“For” and “Against.”

Notes: 1. Shareholders attending the Meeting as a result of the drawing are requested to bring the Voting Form to the receptionist at the Meeting venue.
2. Of the matters to be written in documents stating electronic provision matters, the Company has posted the [Matters concerning the Current Situation of the
Corporate Group (Major Lenders)], the [Matters concerning Company Executives (Major Activities of Outside Ofÿcers for the Current Fiscal Year, Matters concerning the Independence of Outside Ofÿcers, and Special information about Outside Ofÿcers)], the [Situation of Accounting Auditors], the [Systems and Policies of theCompany (The System to Ensure the Propriety of the Company's Operations and the Operation Status of the System, Basic Policy concerning the Control of theCompany, and Policy concerning the Decision of Dividends from Surplus)] of the Business Report, the [Consolidated Statements of Changes in Shareholders'Equity] and [Notes to Consolidated Financial Statements] of the Consolidated Financial Statements, and the [Statements of Changes in Shareholders' Equity] and[Notes to Non-consolidated Financial Statements] of the Financial Statements on the Company's website (http://www.trusco.co.jp/ "IR Library" → "Shareholders
Meeting") pursuant to the provisions of the law and Article 15, Paragraph 2 of the Articles of Incorporation. Therefore, they are not stated in the materials delivered
to shareholders who have requested them in a paper-based format. For reference, the Business Report, Consolidated Financial Statements, and Financial
Statements attached to the documents stating electronic provision matters are part of the documents that were audited by the corporate auditor and the accounting auditor upon preparing the audit report.
3. If any correction arises in any of the matters for electronic provision, the correction will be notiÿed by posting the matter both before and after correction on the
Company's website (http://www.trusco.co.jp/ "IR Library" → "Shareholders Meeting").
4. In the event that the chairperson is unable to attend the meeting, the acting chair shall act as the chairperson in accordance with the predetermined order.
Convocation Notice of the 60th Annual Shareholders’ Meeting3

Business Reportfor the 60th
PeriodProviding the highest level of conveniencefor customers will result in social contribution
We have continued aggressive capital investment in order to accurately satisfy theneeds of manufacturing sites for a wide variety of items in small lots. We madeefforts to improve work efficiency of the entire supply chain, while working to
reduce greenhouse gas emissions and consumption of resources, such as energy
and packaging materials.

From January 1, 2022 to December 31, 2022
(Attached Documents)

Developments and results of business activities
Operating results for the 60th period ended December 2022
Consolidated

Net salesGrossmarginSelling,
general andadministrative
expenses

Nonconsolidated

Consolidated
Nonconsolidated

Ordinary
incomemillion yen

245,899 million yen

21.2

％

Nonconsolidated

37,194 million yen

Nonconsolidated

million yen

million yen

14,667

million yen

14,588 million yen

yoy

15,065

Nonconsolidated

15,028 million yen

million yen

Net income
attributable toowners of parent Consolidated

10,626

Net income

10,595 million yen

million yen

216

193 184

180
+11.6
+8.0

+8.6%

+11.2

Net sales (100 million yen)
Yoy change (%)

200 192 207 211
+13.5
+10.8

+9.0 +9.9

+4.4

+9.9

221 221Net sales(100 million yen)

+8.9

+8.6

Yoy change
(%)

+0.8
★

+8.1%

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.

18

18

22

20

19

22

20

22

20

20

20

22

(±0) (±0) (­1) (­1) (+1) (±0) (±0) (+3) (±0) (­1) (±0) (+2)
★Number of business days in the 60th period (YoY change)

yoy

+8.1%

Nonconsolidatedyoy

Average daily net sales

+3.8%
yoy

1,018
1,004

+12.8
%
yoy
+12.1%

965

900

yoy

+11.1
%
yoy

970 982

994

880

921

18

18

22

Net income
per share

yoy*

yoy*

59th period(previous fiscal year)

1,057
1,021

1,015
1,005

946

901 913872

60th period(fiscal year under review)

908

890

20

19

22

20

22

20

20

20

22

(±0) (±0) (­1) (­1) (+1) (±0) (±0) (+3) (±0) (­1) (±0) (+2)
★Number of business days in the 60th period (YoY change)

Consolidated

161.15

Nonconsolidated

160.68 yen-15.66

40.00

+4.50

yoy

-8.9%

1,039

1,004

1,108

Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.

+10.7%-8.4%(Unit: Million yen)

60th period (current fiscal year)
59th period (previous fiscal year)

1,074 1,073★

Consolidated

Nonconsolidated

193

yoy

yoy

37,493

Consolidated

236

+8.6%

-0.2pt

21.1%

6,667

Monthly net sales

-0.2
pt
yoy

Consolidated

Incl.)
Depreciation Consolidated

Operatingincome246,453

Nonconsolidated

Annual dividend
per shareyen-14.17
yoy

yoy

yen

yoy

* For the 59th period ended December 2021, extraordinary income from sales of land of 3,466 million yen was recorded.
Nonconsolidated

Sales by category of goods and percentage of total sales (figures in parentheses indicate yoy change

Cutting tools

3.1%

Production
processing goods

7.3%

Construction goods

11.5%

Work supply

19.0%

Percentage of total)

Hand tools

7,706 million yen

17,928 million yen

28,340 million yen

46,753 million yen

40,177 million yen（ +7.9% ）（ +4.4% ）（ +9.0% ）（ +11.0% ）（ +7.8% ）Environmental
safety equipment

44,461 million yen（ +11.2% ）18.1%Distribution andstorage equipment

27,102 million yen（ +9.0% ）11.0%

Research management
equipment

10,314 million yen（ +5.7% ）4.2%

Office and housing
facility equipment

8.7%

Other

21,321 million yen

1,793 million yen（ +3.8% ）（ +16.8% ）

16.4%

0.7%

Notes: 1. All figures stated in Business Report from P6 onwards are rounded down to the nearest one million yen.
2. Starting from the beginning of the 60th period, the Accounting Standard for Revenue Recognition has been applied. Therefore, the figures for the 59th period of
the Business Report are the figures after retrospective application of the new standard, and the year-on-year changes for the 60th period are those comparedwith figures of the 59th period after the retrospective application.

4

Business flow (YoY changes)

Net sales

Percentage ofconsolidated net sales

170,606
10,846

Japanese manufacturers(100 million yen)

2,943
(+281
companies)

69.2%

million yen（+5.1%）

Ordinary income

1,706

1,825

108

116

60th period 61st period
Plan

Current fiscal year

e-business route
Consolidated

Net sales

We conducted sales activities that will leadto reduction of environmental impact byintroducing MRO Stocker, a system of “useÿrst, pay later” for tools, and enhancing the
Niawase (cargo assorting) user-direct
shipment service.

Percentage ofconsolidated net sales

51,576
3,477

Ordinary income(100 million yen)

515

34

million yen（+17.1% yoy）

Our 28 distribution centers and 29
branches with inventory all over JapanNet sales implemented measures to prevent stockout
and other inventory adjustment measures
to increase convenience for clients.

Ordinary
income20.9%

million yen（+16.2%）
million yen（+3.5%）

We strengthened the coordination of569

Net sales our product database of around 3.16

38

Ordinary
income60th period 61st periodPlanmillion items with clients systems tooffer distribution and processing
tailored to our clients’ needs.

We responded to the needs for direct
delivery to users by using I-Pack®
(high-speed automated packaging andshipping lines).

Current fiscal year

Home center route
Consolidated

Net sales

Percentage ofconsolidated net sales

22,162
393

Ordinary income(100 million yen)

221

3

230

4

60th period 61st periodPlanOverseas
manufacturers

Current fiscal year

329
(+25
companies)

Overseas route
Consolidated

Net sales
Ordinary income(100 million yen)

21
0.9

25

1

million yen（+20.7%）
million yen（-13.6%）

As home center companies arestrengthening their EC business, we
actively proposed services supported
by our extensive inventories ofaround 560,000 items and distribution
facilities.

Percentage ofconsolidated net sales

2,108
97

0.9%

million yen（+24.4%）
million yen（ − ）Consolidated net sales include thebusiness results of consolidated
Net sales subsidiaries (TRUSCO NAKAYAMACORPORATION (THAILAND) LIMITEDand PT. TRUSCO NAKAYAMAINDONESIA) as well as the sales of theOrdinary Overseas Department to foreign markets.

income60th period 61st period
Plan

Current fiscal year

9.0%

We strengthened proposal for in-store
improvement to our clients, including
Net sales pro-tool shops that target such users
as construction workers.

Ordinary
income5,575(+48 companies)

The consolidated subsidiaries reduced
lead time by revising their inventory
items and enhanced sales by developing
local clients and suppliers.

∞(Infinite)

Manufacturers, construction
companies, etc.

Factory route
Consolidated

million yen（+11.1%）

Manufacturers, general
consumers, etc.

（+8.6%）

Businesses conducting outdoor
work, general consumers, etc.

246,453 million yen 15,065

Overseas manufacturers, etc.

Consolidated ordinary income

Machine tool dealers,
welding materials dealers, etc.

Consolidated net sales

Users(Retailers)Internet order companies, etc.

3,272(+306 companies)

Clients(Wholesaler)Home centers, pro-tool
shops, etc.

(Manufacturers)

Overseas dealers, etc.

Suppliers

5

Business Report for the 60th Period
From January 1, 2022 to December 31, 2022

Developments and results of business activities
Progress and plan on key performance indicators of the Company

Key performanceindicators

60th period

59th period

FYE December 2021
Previous fiscal year

DigitalProducts

22.6 %
46.0 %（+1.4）
85.2 %（+423,667） 3,167,188（+314）
3,272
（+92）
329
（+97）
2,152
（+37,000）
374,000－
374,000（+57,528）
562,026（+4,529）
26,10961st period

FYE December 2023
Plan

Sales
Logistics（+5.4）
28.0 %（+4.0）
50.0 %
System order intake ratio（-0.1）（+0.8）
86.0 %
Available TRUSCO Orange Book.
（+406,301） 4,200,000（+1,032,812）
Com items (free site)
Total number of suppliers（+306）（+198）
3,470
Incl.) Number of overseas
（+25）
（+21）
350
suppliers
TRUSCO Number of listed manufacturers（+204）（+168）
2,320
OrangeBook Number of listed items（-134,000）（±0）
374,000
Number of items listed on−（+70,000）－
444,000
TRUSCO Digital Orange Book
Number of inventory items（+62,062）（+32,974）
499,964
595,000
Incl.) Number of items stocked
（+
,
）
（+
18
615
14,891）
7,494
41,000automatically (SKU)
Number of PB products－−（+1,000）－－
1,000
developed/brushed up
Total number of pieces in
48,787,614 （+2,832,108）53,197,583 （+4,409,969）56,000,000 （+2,802,417）
inventory
Inventory value－
42,292 million yen
45,292 million yen （+3,000） 46,400 million yen （+1,108）
Number of corporate customers
（+
）
（+48）
（+55）
12
5,527
5,575
5,630
Number of customer accounts（+2,011）（+2,053）（+886）
29,561
31,61432,500
Number of companies connected（+675）（+191）（+367）
2,042
2,233
2,600
to Orange Commerce
Number of MRO stockers（+282）（+446）（+225）
329
775
1,000
introduced
Number of items sold
－
（+
,
,
）
（+
,
,413）
15
748
882
16
218
210,032,705
225,781,587
242,000,000
Number of items delivered（+603,997） 3,556,388（+719,996） 4,400,000（+843,612）
2,836,392
directly to users
Number of direct deliveries to（+677,072） 4,374,725（+978,439） 5,400,000（+1,025,275）
3,396,286
users
Personnel expenses per
（­7）
（-4）
（­5）
117
113
108
receiving/shipping
Inventory shipment ratio（+0.3）（+0.4）（+0.3）
91.3 %
91.7 %
92.0 %
Number of hired vehicle delivery runs
（+
）
（+
）
（­12）
1
1
161
162
150
Number of TRUSCO delivery runs
（+7）
（-1）
（+8）
117
116
124
Percentage of TRUSCO delivery runs
（+
.
）
（.
）
（+
1
4
0
4
4.0）
42.1 %
41.7 %
45.7 %
Delivery lead time－
－ 20h 10min. 4 sec. （+03min. 11sec.）－
20h 06min. 53 sec.
CO emissions (Scope 1)－－－
1,941 t-CO2
2,327 t-CO2 （+385）
CO emissions (Scope 2)－－－
7,154 t-CO2
8,109 t-CO2 （+955）
CO emissions (Scope 3)
－
−
－
,
,
－
－
1 724 759 t-CO2
Power generation－ 2,653,344 kWh （+48,587）－－
2,604,757 kWh
Average overtime hours per month
（­
.
）
（+
.
）
（±
）
0
5
3
7
0
.
.
.
14 4
18 1
18 1
Average age (full-time employees)（+1.2）（+0.2）
－
－
39.6
39.8
Average annual salary (full-time
（­
）
（+
）
－
4
46
－
6.15〈6.53〉million yen
6.61〈6.99〉million yen
employees)
Career
－－7.24〈7.72〉million yen （+3）7.71〈8.19〉million yen （+47）
Area－－
5.96〈6.33〉million yen （­5）6.33〈6.70〉million yen （+37）
Logistics
（­
）
（+
）
－
5
38
〈
〉
－
4.56 4.76 million yen
4.94〈5.15〉million yen
Automated estimate ratio

Web estimate request ratio

18.2 %
42.7 %
85.3 %
2,760,887
2,966
304
1,948
508,000

FYE December 2022
Fiscal year under review（+10.1）（+4.4）（+6.0）（+3.3）

14.58〈15.74〉million yen（+12）14.68〈15.80〉million yen

（+10）

－

－

11.17〈11.99〉million yen
2,906
1,264

（­11）11.39〈12.16〉million yen

（+22）

－
－
－

－

(Average of morning and afternoon deliveries
for all companies, including primary,secondary and subsequent allocations)

Environment

2
2
2

HR

Heads of Divisions, and general

Salary ofmanagers and deputy general managers
persons in of Departments (excluding officers)
managerial Branch office managers,
center managers, head officeposts
section managers, etc.

Total number of employees (including
officers and part-time employees)
Number of part-time employees（+120）（+164）

Notes: 1. Figures in parentheses ( ) indicate changes from the previous fiscal year.

2,954
1,305

（+48）
（+41）

2. Average salary (full-time employees) includes the salary of executive officers.
3. Figures in parentheses < > indicate the amount of salary including financial bonds. The Company pays retirement allowance annually as financial bonds”
rather than paying it as a lump-sum retirement payment at the time of retirement.
4. The total number of employees includes officers, part-time employees, temporarily transferred employees and local employees of subsidiaries.

6－－

Changes in assets and profit or loss in the last 10 years
Performance indicators(Unit: Million yen)

Fiscal year

57th period

58th period

59th period

60th period

FYE March 2014

FYE December 2014
(9 months ended
December)

FYE December
2015

FYE December
2016

FYE December
2017

FYE December
2018

FYE December
2019[Consolidated]FYE December
2020[Consolidated]FYE December
2021[Consolidated]FYE December
2022
Fiscal year underreview[Consolidated]

Net sales

145,882

114,473

166,565

177,053

195,096214,297

220,674

213,404

226,833

246,453Grossmargin

20.4%

20.9%

21.5%

21.7%

21.2%

21.2%

21.3%

21.5%

21.0%

21.2%

Selling,
general andadministrative
expenses

19,58815,50422,78824,198

27,114

31,12733,23734,891

34,67337,493Operatingincome10,133

8,477

12,976

14,163

14,276

14,364

13,797

11,017

12,997

14,667

Ordinary
income10,078

8,494

13,211

14,433

14,581

14,642

14,197

11,55913,555

15,065

5,954

5,474

8,242

9,963

10,173

9,722

9,613

8,007

11,596

10,626

Net income
per share

90.28 yen

83.01 yen

124.98 yen

151.08 yen

154.28 yen

147.44 yen

145.78 yen

121.43 yen

175.86 yen

161.15 yen

Net assets

87,03990,917

97,777

105,836

113,680

120,648

127,478

132,960

142,426

151,002

Return on
equity
(ROE)

7.0%

6.2%

8.7%

9.8%

9.3%

8.3%

7.5%

6.1%

8.4%

7.2%

Total assets

109,738

109,917

120,141

128,044

147,363

170,216

196,094

208,854

222,657

225,207

51st period

52nd period

53rd period

54th period

55th period

56th period

Category*4

Net income

*1, 3

*2, 3

Net assets
per share 1,319.67 yen 1,378.52 yen 1,482.65 yen 1,604.89 yen 1,723.87 yen 1,829.54 yen 1,933.13 yen 2,016.28 yen 2,159.86 yen 2,289.92 yen
Return on
assets
(ROA)

9.6%

7.7%

11.5%

11.6%

10.6%

9.2%

7.2%

5.7%

6.3%

6.7%

Equity ratio

79.3%

82.7%

81.4%

82.7%

77.1%

70.9%

65.0%

63.7%

64.0%

67.1%

Notes: 1. Net income per share is calculated based on the average number of issued shares outstanding during the period after subtracting the average number of treasury
shares outstanding during the period.
2. Net assets per share is calculated based on the total number of issued shares outstanding at the end of the period after subtracting the number of treasury shares
outstanding at the end of the period.
3. The Company carried out a 1 to 2 stock split for its common stock on January 1, 2017. Therefore, the amounts of net income per share and net assets per share
were calculated as if the stock split had been carried out at the beginning of the 51st period.
4. The Company began to report consolidated figures from the fiscal year ended December 2019. Accordingly, net income attributable to owners of parent ispresented from the fiscal year ended December 2019 onwards.

Trends in cash flows
Fiscal year

(Unit: Million yen)
60th period

53rd period

54th period

55th period

56th period

57th period

58th period

59th period

FYE March 2014

FYE December 2014
(9 months ended
December)

FYE December
2015

FYE December
2016

FYE December
2017

FYE December
2018

FYE December
2019[Consolidated]FYE December
2020[Consolidated]FYE December
2021[Consolidated]FYE December
2022
Fiscal year underreview[Consolidated]

Cash flow from operating
activities

9,368

3,263

9,336

6,459

8,932

6,928

10,99815,06815,926

12,178Cash flow from investing
activities­5,502­4,385­5,083­7,806­16,628­18,144­19,707­8,743­4,596­5,165

Cash flow from financing
activities­1,288­1,735­1,575­2,262

7,424

12,492

14,558

7,722­2,243­9,110Cash and cash equivalents
at the end of the period

14,476

11,61814,296

10,682

10,412

11,685

18,33032,344

41,44939,40051st period

52nd period

Category7

Major Business Locations
As of December 31, 2022

Operation bases

2
59
28
5

94 locations

Head Ofÿces
sales branches in Japan (including 29 branches with inventory)
1

distribution centers in Japan (including 11 Stock Centers)（）

Local subsidiaries: TRUSCO Nakayama Thailand
TRUSCO Nakayama Indonesia
Supplier business development ofÿces:Germany, Taiwan, Thailand

overseas branches

Number of MRO stockers introduced:

775

2

Inventory

560,000
53,190,000

4items in inventory

Total

Planet Niigata planned to be built
Location: Sanjo, Niigata
Site area: 26,307 m2

pieces in inventory

Inventory value

45.2

3

10
9

Planet Aichi planned to be built

billion yen

5

Location: Kita-Nagoya, Aichi
Site area: 41,636 m2

14 7
27

26

28
28

8

12
11

6

15
13
16
17
18
20
22 21 19
23

24

49

50
51
53

37
47

46 45 44 42 40 38
43
39
41

55
54

56

48

52

25
29

Overseas supplier development offices(Overseas Product Department)

3 locations

Taiwan Ofÿce

59

Germany Ofÿce

60 61
62

Operation bases

Thailand Ofÿce

57

58

33 31
32
36 35
30 34

(Dusseldorf)

64

63

Overseas local subsidiaries

2 locations

TRUSCO Nakayama
Thailand65

Bangkok

66

TRUSCO NakayamaIndonesia

Jakarta8

Sales and distribution bases

East
Japan

4

Planet Hokkaido Sapporo
BranchHachinohe Branch
Planet Tohoku Sendai
BranchAkita Branch

5

Koriyama Branch

6

Mito Branch

7

Utsunomiya Branch

8

Planet North Kanto

1
2
3

HC East Japan Distribution
Center Niigata Branch
10 Niigatakita Branch
9

11 Okaya Branch
12 Ueda Branch

Tokyo
Metropolitan

★

Kinki

★

38

★
1-23-7 Motomachi, Koriyama-shi, Fukushima ★
1567 Sugaya, Naka-shi Ibaraki★
46-11 Hiraide Kogyo Danchi,
Utsunomiya-shi, Tochigi
Isesaki Branch 2739-1 Sanwa-cho,Isesaki-shi, Gunma★

280 Shinbo, Sanjo-shi, Niigata

★

14

16
17
18
19

20
21
22
23
24
25

27 Kanazawa Branch
28 Fukui Branch
29 Hamamatsu Branch

Planet Tokai

43
44

18 Minami-Kubo, Oka-cho, Okazaki-shi, Aichi ★

31 Okazaki Stock Center

Planet Nagoya
33 Komaki Branch
34 Toyohashi Stock Center1 Shimoike, Akashibu-cho, Okazaki-shi, Aichi ★
12-26 Ukishima-cho, Mizuho-ku, Nagoya★
shi, Aichi
10-1 Kawahigashi, Wada-cho, Konan-shi,★
Aichi
33-16 Akemicho, Toyohashi-shi, Aichi★

35 Yokkaichi Branch

5-4-13 Shinsho, Yokkaichi-shi, Mie

32 Nagoya Branch★

Current Status of Subsidiaries

45

Performance trend

★
★
★
★
★

46 Himeji Branch448-26 Hojo, Himeji-shi, Hyogo★

Planet Sanyo
47 Okayama Branch★

52 Shunan Branch

4-15 Amase, Kita-ku, Okayama-shi,
Okayama
2-16-35 Fukunari, Minami-ku, Okayamashi, Okayama
8-15-14 Yonehara, Yonago-shi, Tottori
2-4-13 Akebono-cho, Fukuyama-shi,
Hiroshima
1-20-1 Naka-Hiromachi, Nishi-ku,
Hiroshima-shi, Hiroshima
2929-14 Kume, Shunan-shi, Yamaguchi

53 Ube Branch

5-395-5 Nakano Gaisaku, Ube-shi,
Yamaguchi

48 Okayama Stock Center
49 Yonago Branch
50 Fukuyama Branch
51 Hiroshima Branch

54 Takamatsu Branch
55 Takamatsu Stock Center
56 Tokushima Branch
57 Matsuyama Branch
58 Kokura Branch
59 Hakata Stock Center

Fukuoka Branch
Planet Kyushu

★
★
★
★

4001-77 Yoshida, Utazu-cho, Ayauta★
gun, Kagawa
2-3-1 Asahimachi, Takamatsu-shi, Kagawa ★
23 Nakahara, Ojin-cho Nakahara,
Tokushima-shi, Tokushima1068-4 Kumanodai, Matsuyama-shi, Ehime ★
7-1 Kifunemachi, Kokurakita-ku,★
Kitakyushu-shi, Fukuoka
2-4-14 Takeshita, Hakata-ku, Fukuoka★
shi, Fukuoka

60 Tosu Branch

1651 Himekata-machi, Tosu-shi, Saga★

HC Kyushu Distribution
61 Center*2
Kurume Stock Center

1956-1 Kitanomachinaka, Kurume-shi,
Fukuoka★

62 Nagasaki Branch23-4 Ohashi-machi, Nagasaki-shi, Nagasaki

63 Kumamoto Branch
64 Oita Branch
65 Kagoshima Branch
66 Okinawa Branch

5F Kumamoto Central Bldg. 66-7
Yamasaki-machi, Chuo-ku, Kumamotoshi, Kumamoto
1-3-28 Mukaibara-Higashi, Oita-shi, Oita ★
3-68 Tokai-cho, Kagoshima-shi,★
Kagoshima
5F Okinawaken Kensetsu Kaikan 5-6-8
Makiminato, Urasoe-shi, Okinawa

Notes: 1. 41 Sakai Stock Center is scheduled to start operation in
May 2023.
2. Kurume Stock Center attached to HC Kyushu Distribution
Center was closed on January 1, 2023.

TRUSCO NAKAYAMA CORPORATION(THAILAND) LIMITED

Since its foundation in 2010, TRUSCO
Thailand has continued to expand sales
to not only Japanese dealers but also
major local dealers. The company also
works to spread Thai and English versionsof TRUSCO Orange Book Jr. andincrease the number of items in stock,aiming to become a company needed at
manufacturing sites in Thailand.

★
★

2-1-33 Shinmei-cho, Okaya-shi, Nagano ★
2F Unno-Machi-Kan Ito Bldg. 2-8-11
Chuo, Ueda-shi, Nagano

30 Okazaki Branch

HC West Japan Distribution 755-6 Kamifukawa-cho, Nara-shi, Nara
Center758-6 Kamifukawa-cho, Nara-shi, Nara
East Osaka Stock Center
4-12 Shinjo-nishi, Higashi-Osaka-shi,
Higashi Osaka Branch
Osaka
1-5-45Ishizu-cho Higashi, Hamadera,
Sakai Stock Center*1
Nishi-ku, Sakai-shi, Osaka
Osaka Head OfficeOsaka Branch
TRUSCO Glen Check Bldg., 1-34-15,
HC Osaka Branch
Shinmachi, Nishi-ku, Osaka-shi, Osaka
Internet Sales Osaka Branch
Planet Osaka
81-1 Ishizu Kitamachi, Sakai-ku, SakaiSouth Osaka Branchshi, Osaka
1-3-5 Nakamachi, Minatojima, Chuo-ku,
Planet Kobe
Kobe-shi, Hyogo
Nakayama Memorial Hall 5F, 2-1-9
Kobe Branch
Mizuki-dori, Hyogo-ku, Kobe, Hyogo

★

42

West
Japan

1140-3 Oguchi, Ryuo-cho, Gamou-gun,★
Shiga
3F Trusco Crystal Bldg. 593 Higashi-Shiokoji★
cho, Shimogyo-ku, Kyoto-shi, Kyoto

40

2-6-50 Yutaka, Higashi-ku, Niigata-shi, Niigata ★

1-1-34 Tanaka-machi, Toyama-shi,★
Toyama6-15-1 Eki Nishi-Honmachi, Kanazawa★
shi, Ishikawa
1-52 Toiya-cho, Fukui-shi, Fukui★
209-1 Sode-cho, Naka-ku, Hamamatsushi, Shizuoka

Planet Shiga
Ryuo Branch

39 Nara Stock Center

41★

3-3-24 Horiwari, Kamisu-shi, Ibaraki★
2-40-3 Shirasagi, Kaminokawamachi,
Utsunomiya Stock Center★
Kawachi-gun, Tochigi
Oyama Stock Center
1-6-33 Awanomiya, Oyama-shi, Tochigi ★
Akagi, Shinmeiuchi, Satte-shi,
Planet Saitama Satte Branch 988-7★
SaitamaOmiya Branch2039 Nishi-Asuma, Nishi-ku, Saitama-shi,★
Omiya Stock Center
Saitama
Planet East Kanto
241-1
Kamihongo,
Matsudo-shi,
Chiba★
Matsudo Branch
1969-17 Yawatakaigan-dori, Ichihara-shi,
Chiba Branch★
Chiba
Tokyo Head Office
Tokyo Branch
TRUSCO Fiorito Bldg. 4-38-1 Shimbashi,
20 HC Tokyo Branch★
Internet Sales Tokyo Branch Minato-ku, TokyoMRO Supply Tokyo Branch
Keihin Branch
2-14-23 Kugahara, Ota-ku, Tokyo
★
3-10-6 Tamachi, Kawasaki-ku, KawasakiTokyo Backup Center★
shi, Kanagawa
Planet South Kanto
1567-1 Takamori, Isehara-shi, Kanagawa ★
Atsugi Branch
Fuji Branch251-1 Jubee, Fuji-shi, Shizuoka★
1-20 Midorigaoka-cho, Suruga-ku,
Shizuoka Branch★
Shizuoka-shi, Shizuoka

26 Toyama Branch

36

37 Kyoto Branch★

13 Kashima Branch

15

CentralJapan★ indicates property of the Company
3-4-51 Higashi-Naebo 5-jo, Higashi-ku,
Sapporo-shi, Hokkaido
1-2-9 Numadate, Hachinohe-shi, Aomori
2-1-23 Ogimachi, Miyagino-ku, Sendaishi, Miyagi
2-41 Sanno-Rinkaimachi, Akita-shi, Akita

PT.TRUSCO NAKAYAMA INDONESIA

Export operations in Indonesia take a lot of timeand processes. Therefore, TRUSCO Indonesia’s
inventory and distribution infrastructure, which
ensure accurate delivery, are a significant
advantage for Japanese companies operating in
the country. Against the backdrop of domestic
demand in a country with a population of 270
million people, the company will continue to contributeto Indonesia’s advancing manufacturinrg industry.

Performance trend

Company Overview

Company Overview

Trade name: TRUSCO NAKAYAMA CORPORATION (THAILAND) LIMITED
President: Kazuaki Harada
Officer in charge at TRUSCO NAK YAMA Corporation: Kazuo Nakai
Business areas: Wholesale of PRO TOOLs (secondary materials used infactories)
Director: Naotsugu Kamijo
Capital: 390 million baht (approx. 1.3 billion yen)
Established: September 2010
Equity: 99.9%
Capital investment: 250 million yen for land, 210 million yen for buildings, etc.
Location: Bangplee, Samutprakarn(13 km south of Suvarnabhumi International Airport)
TIP7 789/8 Moo9,Bangpla Bangplee Samutprakarn 10540 THAILAND

Trade name: PT.TRUSCO NAKAYAMA INDONESIA
President: Yohei Takuno
Officer in charge at TRUSCO NAK YAMA Corporation: Kazuo Nakai
Business areas: Wholesale of PRO TOOLs (secondary materials used in factories)
Auditor: Naotsugu Kamijo
Capital and capital surplus: 378.8 billion rupiah (approx. 3.2 billion yen)
Established: December 2014
Equity: 99.9%
Capital investment: 1,130 million yen for land, 640 million yen for buildings, etc.
Location: Lippo Cikarang District, Bekasi, Jawa Barat(40 km east of the capital city, Jakarta)
Jl. Kenari Raya No. 36 Delta Silicon VI, Jayamukti, Cikarang Pusat, Kab. Bekasi
17815.

9Major Business Areas

Specific initiatives

Products

We will further expand our largest-in-the-industry
inventory (approx. 560,000 items) while enhancing
paper catalogues and websites, thereby improving
our product supply capacity.

Logistics

We aim to realize the fastest, shortest, and bestdelivery by reinforcing our distribution facilities
and establishing a data-based distribution system.

National Brand (NB) products
Number of suppliers: 3,272 (+306)

Inventory shipment ratio
91.7% (+0.4pt)

Private Brand (PB) products
Number of PB product items: 90,000(+11,000)
PB product sales: 45.8 billion yen

Percentage of TRUSCO
delivery runs at end of
fiscal year
41.7% (-0.4pt)
Number of direct
deliveries to users
4.37 million (+0.97 million)

Overseas brand products
Number of overseas suppliers: 329 (+25)
Overseas product sales: 5.6 billion yen

DigitalAiming at the best convenience in the industry, we
work to establish an environment that makes our
systems and functions available to the entire
supply chain.

Sales

By utilizing advanced digital and distribution
facilities, we will establish a new business styleand thereby improve convenience and efÿciencyof the entire supply chain.

Number of customers
Corporate customers: 5,575 (+48)
Sales accounts: 31,614 (+2,053)

Key indicators for digital strategies
Automated estimate ratio: 22.6% (+4.4pt)
Web estimate request ratio: 46.0% (+3.3pt)
System order intake ratio: 85.2% (-0.1pt)
Digital expenditures (recent three periods):
2.4 billion yen

MRO Stocker
Number introduced: 775 (+446)
Number of companies connected to Orange Commerce:
2,233 (+191)

Major capital investments in 60th period
Construction of Planet East Kanto second automated pallet warehouse (scheduled to start operation in March 2023)
We have constructed the second automated pallet warehouse of Planet East Kanto.
With the new automated pallet warehouse, which will enable storage of additional 2,556
pallets, we will enhance our prompt delivery system for expanded product lineups.
Location: Matsudo, Chiba
Site area: Newly constructed area: 2,770 m2
Total ˜oor ar ea: Newly constructed area: 6,019 m2
Total investment (for newly constructed area): Approx. 2.68 billion
Total investment in 60th period: 1.41 billion (for buildings and equipment)

Construction of Sakai Stock Center (scheduled to start operation in May 2023)
We have constructed the Sakai Stock Center. By installing a new automated pallet
warehouse, which will enable storage of additional 3,304 pallets, we will enhance
our prompt delivery system with the improved inventory storage capacity.
Location: Sakai, Osaka
Site area: 3,302 m2
Total ˜oor ar ea: 4,641 m2
Total investment: 1.83 billion
Total investment in 60th period: 0.72 billion (for buildings)

Second automated pallet warehouse

Planet East Kanto second automated pallet warehouse

Financing▶

The Company raises funds by way oflong-term and short-term borrowings fromfinancial institutions to continue to invest in
distribution facilities and digital technologies for the purpose of increasing convenience for clients.
As of the end of the 60th period(December 31, 2022), the balance of
cash and deposits amounted to 39.4
billion yen (a decrease of 2 billion yen
from the previous fiscal
year). The Company did Major lenders
not raised new funds during
the fiscal year under review,and repaid a part of theshort-term borrowings (7billion yen). So the remaining balance is 10 billion yen. Internet disclosure

10

Financing table
Fiscalyear 55th period 56th period 57th period 58th period 59th period 60th period
2017
2018
2021
2022
2019
2020
Category

Long-term
borrowings
incl. current portionof long-termborrowings

Short-termborrowings

Total

−

− 35 billion yen
10 billion yen 10 billion yen−−-7 billion yen 10 billion yen

10 billion yen 15 billion yen 17 billion yen 10 billion yen−-7 billion yen 45 billion yen

10 billion yen 15 billion yen−− *10 billion yen

Balance ofBalance ofborrowings
cash andat end of deposits at end
60th period of 60th period− 17 billion yen

39.4
billion yen* The financing by way of long-term bor owings during the 58th period ended December 2020 was
conducted in view of the possibility of an economic crisis under the COVID-19 pandemic.

Initiatives in the 61st period

Challenges to be addressed
Outlook for the 61st period ending December 2023
In the next fiscal year, the Company and its subsidiaries are likely toface a business environment in which although gradual recovery ofdomestic demand is expected, outlook for global economy is increasingly severe and it will take some time for the business conditions,mainly for export businesses, to improve. Concerns about rises in
production and labor costs due to rising prices and labor shortages
are making us cautious in predicting future developments.
Regarding our business performance of the next consolidated fiscal
year, we expect growth in net sales as we will continue aggressive
capital investment in order to accurately satisfy the needs of manufac-

turing sites for a wide variety of items in small lots.
We forecast that selling, general and administrative expenses willamount to 39,650 million yen in total as we expect increases in freightand packing expenses due to an increase in the number of
shipments corresponding to the increase in sales.
As for the consolidated fiscal results for the next fiscal year, we
forecast net sales of 265,090 million yen, ordinary income of 15,970
million yen, net income attributable to owners of parent of 10,920
million yen, net income per share of 165.60 yen, and annual dividend
per share of 41.50 yen.

Three-year Management Plan

Consolidated
operating results

60th period

61st period

FYE December 2022
Fiscal year under review

246,453 million yen (+8.6%)
Gross margin
21.2% (+0.2pt)
Selling, general and
37,493 million yen (+8.1%)
administrative expenses
Incl.) Depreciation
6,667 million yen (-3.8%)
Operating income
14,667 million yen (+12.8%)
Ordinary income
15,065 million yen (+11.1%)
Net income attributable to10,626 million yen (-8.4%)
owners of parent
Net income per share161.15 yen (-14.71 yen)
Annual dividend per share
40.00 yen (+4.50 yen)
Net sales

Note 2FYE December 2023
Plan

62nd period

FYE December 2024
Plan

63rd period

FYE December 2025
Plan

265,090 million yen (+7.6%) 284,000 million yen (+7.1%) 304,200 million yen (+7.1%)
20.9% (±0pt)
20.9% (±0pt)
20.9% (-0.3pt)
39,650 million yen (+5.8%) 41,500 million yen (+4.7%) 43,500 million yen (+4.8%)
6,397 million yen (-4.1%) 6,115 million yen (-4.4%) 5,239 million yen (-14.3%)
15,700 million yen (+7.0%) 17,800 million yen (+13.4%) 20,100 million yen (+12.9%)
15,970 million yen (+6.0%) 18,200 million yen (+14.0%) 20,500 million yen (+12.6%)
10,920 million yen (+2.8%) 12,417 million yen (+13.7%) 13,987 million yen (+12.6%)
165.60 yen (+4.45 yen) 188.11 yen (+22.51 yen) 211.90 yen (+23.79 yen)
41.50 yen (+1.50 yen)
47.50 yen (+6.00 yen)
53.00 yen (+5.50 yen)

Notes: 1. Figures in parentheses ( ) indicate changes from the previous fiscal yea .
2. For the 59th period ended December 2021, extraordinary income from sales of land of 3,466 million yen was recorded.

Our
specialinitiatives!

“Niawase”＋“Yuchoku”(cargo assorting)f
Lot o le!
troub

Before “Niawase”
Goods ordered online are often delivered indifferent boxes, making users busy receiving
them and disposing of the cardboard boxes.

Less le!
troub

If you order from
TRUSCO...

Usually...

As the market of online shopping has been
expanding, one of the problems that havebeen drawing public attention is the risingdelivery fees.
The “last one mile” involves various problems, such as fees and labor for transportation. As a solution to the cost problem,
online shopping companies often negotiate discounts with transport companies.
However, even if the fees are lowered, thetrouble on the user side of receiving cargo
and disposal of cardboard boxes remains
as a problem, and it is a social challenge
to solve this problem. Under these circumstances, as one of its new business strategies, TRUSCO NAKAYAMA will strengthen
the services of “Niawase” (cargo assorting)and “Yuchoku” (direct delivery to users) tohalve the environmental burden, thereby
contributing to solving social issues.

(direct delivery to users)

After “Niawase”
TRUSCO, which not only has a large stockof goods but also uses the most advanced
logistics equipment, can offer the convenienceof direct delivery of multiple goods in a single
box to users.

11

Initiatives in the 61st period

Initiatives for Sustainability
Since more than 25 years ago, when the word "sustainability" became widespread, we have been conducting environmental
activities under the environmental philosophy of sustainability. Currently, we are engaged in various initiatives for the future,including social activities and governance, collectively as the "TRUSCO Sustainability Project."Sustainability basic policy
As a PRO TOOL supplier, we would like to be a company that continues to be useful for manufacturing in Japan at all times. Based on theidea that “a Business must serve people and society,” we will create both social value and corporate value (TSV*) through our business tosolve social issues and contribute to sustainable communities.
* TSV (TRUSCO Shared Value) is named after TRUSCO + CSV (Creating Shared Value).

To become what we want to be: Capability targets
To be able to always provide the highest level of convenience as a creative company, we
believe that we should prioritize “capability targets,” which clarify what abilities theCompany should develop, rather than “quantitative targets,” such as sales and profit. To
aim to become a company that is always needed by clients and the society, we will engage
in our business while seeking to become what we want to be as described below:
1 We want to be a company with the ability to store 1 million items in inventory by 2030.
2 We want to become a company with the ability to receive orders 24 hours a day andship orders 365 days a year.
3 We want to become a company free from out-of-stock items, wrong orders received,
and wrong shipments.
4 We want to become a company without the need for inventory taking.
5 We want to become a wholesaler company with the ability to ship orders directly tousers without stress.
6 We want to become a company with the ability to provide an estimate instantaneously.
7 We want to become a company with the ability to realize the fastest, shortest, andbest delivery in the industry.
8 We want to become a company with as small environmental load as possible.
9 We want to become a company that actively promotes recycling, reuse, andreturnable initiatives.
10 We want to become a platformer that supports the Japanese manufacturing sector.
11 We want to become a company with the ability to overturn the common sense,
customs, established theories, and standard moves in the industry.

Planet Aichi (Kita-Nagoya, Aichi)
construction plan (Site area: 41,636 m2)
Completion: November 2024
Operation start: July 2026 (planned)

High-speed cargo assorting equipment SAS(Systema Streamer) / Shuttle Rack

MRO Stocker has been increasingly
introduced by manufacturers all over Japan.

TRUSCO’s material issues
Under the Sustainability basic policy, the Company has identified its material issues for sustainability. We will work on these material
issues through our business activities toward the establishment of a sustainable society.
① Total optimization of the supply
chain② Planning and development of
products that respond to diversifyingneeds③ Development of environments andpersonnel to enable individuals to
fully display their personal abilities

Contribute to the reduction of environmental loadwith one-stop logistics

Strengthen competitiveness through creative productdevelopment

Offer employee training programs and systems togive awareness in various areas (From back left:
Wataru Fujii, 丁 炯朱, Kantaro Harita) (From front
left: Kyoko Yoshimi, Center Manager, Yurina Nishide)④ Environmental actions throughbusiness activities⑤ Contribution to stakeholders andlocal communities⑥ Governance based on a stance of choosing
the proper actions (“Shushazentaku”)

Assembly services for chain sling available at “Naojiro”
repair workshops (Mai Takeda, Planet North Kanto)

The Nakayama Visual Welfare Foundation’s new
Nakayama Memorial HallManagement conference attended by department
heads

12

Corporate Management Division
Becoming a company that is always be of service toclients by creating value and solving issues

Atsushi Kazumi

Director
Head of Corporate Management Division,
Head of Digital Strategy Division

The key to realizing TRUSCO’s ambitions is that each individual has his/her own
ambitions for the growth. At the same time, the starting point for the growth is toseriously address every task in front of us. Based on the job rotation system acrossdepartments to develop employees who will play active roles for a long time, as wellas those for specialists, the Company promotes human resources development
programs that draw awareness and motivation of individuals with diverse values,
such as the job challenge system.

Review of the 60th period

Enhancing the personnel system to support
autonomous career development
In this age of uncertainty, we believe that just concentrating on the work infront of us will lead to a bright future. At the same time, values of workstyles
and motivations are increasingly diversiÿed, making it difÿcult to develop
human resources in an uniform system or environment. We therefore implemented reform of our personnel system by enhancing training courses andworkstyles according to diverse values of employees.
° As career options, we set ÿve new courses.
° We started the open position system and the concurrent job challengesystem.
° We set the HR Support Section to support career development of every
employee, including those in responsible positions.

Initiatives in the 61st period

Job rotation
Diverse job options
Job challenge (transfer todesired departments)

Diversity

Programs/systems
Renewal of personnel systems
Revision of qualification
grading system
Revision of remuneration
systemPersonnel system reform to create a company that allows
employees to continue to work throughout their life time

Received the grand prizeof the Good Career
Company Award 2022
for the above initiatives

GOOD CAREER COMPANY
AWARD 2022

Grand prize

TRUSCO’s ambitions

Business must serve people and society° Accelerate the TRUSCO HACOBUne project and develop digital humanresources° Acquire frameworks for problem solving, visualize issues, and implement
speciÿc solutions° Accelerate services to reduce environmental burden, such as direct
delivery to users, MRO Stocker, Niawase, and Naojiro

Value(Economic value / Social value)

Business(TRUSCO HACOBUne)

Achieve growth through practiceIn promoting various reforms, we will foster strong belief, and abilities to sharevalues and persistently overcome difÿculties. At the same time, we will place
importance on practice and accumulate knowledge acquired from experienceand hardships, and aim to develop human resources capable of mutuallyrespecting and cooperating with others.
° Develop human resources with high EQ (emotional intelligence quotient)° By increasing engagement, raise a sense of unity with the organization andimprove productivity° Create a better framework for personnel evaluation and educational
opportunities

Training/learning support
Revision of rating criteria
Talent management system

Diverse ways ofrecruitment
Women’s participation
Utilization of experienced
personnel

Creating value and solving issues
In the 61st period, we will develop independent-minded human resources
through initiatives to create value for the future and solve the issues atpresent. It is also important that every employee will actively participate in the
Company’s initiatives for environmentally responsible business management
under the sustainability policy. We will promote development of humanresources who will work to solve issues with the sense of ownership.

Evaluation and humanresources development

Career development

Digital(Overwhelming
convenience)

Present
Value
Business

FuturePeople(Originality)

DigitalPeopleSimultaneously “create values for the future” and“solve the issues at present”

13Initiatives in the 61st period

Digital Strategy Division
Aim to improve convenience and establish asustainable value chain

Atsushi Kazumi

Director
Head of Corporate Management Division,
Head of Digital Strategy Division

To become the Company we want to be, continuous improvement of digital capabilities is essential. To realize sustainability globally, digitization of society as a whole isbeing promoted. By making TRUSCO’s digital infrastructure available for use by theentire manufacturing value chain in Japan, we will make steady efforts to satisfy
unchanging requirements of clients, such as “the selection of necessary items,”“speedy and reliable delivery,” “reasonable prices,” “high convenience,” and “kindness, courtesy, security,” as well as “reduced burden on the environment.”

Review of the 60th period

Aiming to become TRUSCO as a data-based company
By utilizing the data accumulated through business activities, we aim to
identify the situation in a more timely manner and promptly take more appropriate action. To this end, we will focus efforts to establish a data management structure and develop data specialists.
˜ Aiming to become TRUSCO as a data-based company, offer educational
opportunities, mainly practical training, for all members from management
to general employees.
˜ Establish a structure for integrated management of various data to enable°exible and pr ompt utilization of data
˜ Improve convenience of new services by utilizing data and AI

Initiatives in the 61st period

Establish a sustainable value chain

Data
infrastructure

Sales data

Analysis

Distribution
data
Human resources development Provision forother companies

Product
data

AI

MRO Stocker
Develop both infrastructure and human resources to makeeffective use of data

Advanceddata

Enhanced
processing
performance

Securityand safety

Enhance theprocessing capacityof systems in viewof expanded sales
and services in the
futureImplement security
and disaster control
measures to createa always reliable
environment forusers

TRUSCO’s distribution services aim to improve efÿciency of the entire supply
chain and thereby reduce environmental load as much as possible. For thispurpose, we work to properly use digital technologies so that we can offer
better services.
˜ Reduce inquiries to suppliers by introducing inventory coordination with
suppliers (to start 2022)
˜ Advanced product information will enable proposal of similar products,
reducing work of distributors for product search
˜ Reduce environmental load by offering services of “Niawase” and direct
delivery to users, and support for improving delivery efÿciency

Improve data
quality and apply
accurate data tovarious services

Work to solve issues of all of our clients

Establish system infrastructure for the future
In order to achieve the growth of our business and to continue to satisfy
diverse requests of our customers, we will continue work to establish systeminfrastructure to ensure security for transactions.
˜ Start building data infrastructure, such as product database with highly
accurate data˜ Strengthen network infrastructure to be prepared for the increasing
inter-company collaborations.
˜ Establish a security environment to allow our clients feel safe to use oursystems

All ourinventories arecoordinated toreduce inquiries

Equivalent items
can be easily
searched. Less
time required forsearch.

“Niawase” cargoassortment
reduces waste

Suppliers

Clients

Users

Inventory data

E-commerce sites

Direct delivery to users

Key points in enhancing system infrastructure14

Product Division
Taking on challenges and using data, realize“TRUSCO has what we need”

Tatsuya Nakayama Head of Product Division
Senior Executive Ofÿcer

As a result of continuously taking on challenges, TRUSCO now has 560,000 SKUs ininventory and 90,000 SKUs of private brand products. Utilizing our valuable experience as unique ”data” leads to improving the quality and speed of processes andfurther enhancing our product lineups. And the importance of product data has also
been increasing for optimal selection of products. Through taking on challenges andfocusing on data, we will pursue the unique convenience to realize “TRUSCO has
what we need.”

Review of the 60th period

Accelerating enhancement of the selection of items through renewal of TRUSCO Orange Book
Aiming to realize “TRUSCO always has what we need,” we aggressively
enhanced the selection of items. As a result, the number of items in inventory
reached 560,000 and the number of items in product data reached 5.5 million.
At the same time, we renewed TRUSCO Orange Book. The number of pages
was halved to reduce the environmental impact and 2D codes were employed
to enable linkage with the Internet.
˜ The number of items in inventory reached 560,000 (+60,000 of the previousyear) as a result of actively enhancing data-based automated inventory
management, in addition to selection by human.
˜ Thanks to cooperation by suppliers, the number of items in product data
expanded to 5.5 million (+1.3 million of the previous year).
˜ For Orange Book, the number of pages was halved to reduce theenvironmental impact and 2D codes were employed to enable linkage with
the Internet, to make it easier for users to select items.

TRUSCO Great Dictionaryof Monodzukuri

Number of items
in inventory

Orange Book

560,000

500,000
Number of items
in product data

5.5 million

4.2 million

pages
Less
environmental impact

Easy toselectpages
Use of
Internet

Enhancement of the selection of
items and renewal of TRUSCO
Orange Book

Initiatives in the 61st period

Promote reform in the product domain, focusing on data
Placing data in the center of the product domain, we will promote enhancement,utilization, and coordination of data. Through utilization of data, we will strengthen cooperation with online shopping companies and major users, improve thespeed and efÿciency of work processes, and deepen partnerships with suppliers, and thereby improve the convenience of PRO TOOL as a platform.
˜ Accelerate enhancement of product data to respond to requests fromonline shopping companies and major users.
˜ Transform operations in the product domain, such as expanding productlineups, product development, and preventing stockout, into data-based
processes.
˜ Actively promote sharing of various data with suppliers to contribute to
manufacturing and sales promotion.

Cooperating with suppliers for distribution andbrushing up major PB products
In view of the distribution issues for the entire supply chain in the future, wewill strengthen ties with suppliers in the distribution aspect. Improved workefÿciency and business expansion will contribute to solving the issues. We
will also renew our major products so that our private brand TRUSCO
products will further contribute to manufacturing and become standards forthe manufacturing sites.
˜ Contribute to solving distribution issues of suppliers and improving
convenience for users by expanding inventory at our distribution centersand enhancing direct delivery to users and other unique services
˜ Aiming to offer more useful TRUSCO products for manufacturing sites,brush up major PB items such as dollies and sprays.

Data utilization
Information on productintroduction andperformance

Data
Data enhancement

Data coordination

e-Commerce

Data coordination with
suppliers and clients

Enhance, utilize, and coordinate data

Extensive selection of items
and product inventory
Planet Saitama

NiawaseDirect delivery
to users

Cooperation for distribution and brushing up of PB products

15

Initiatives in the 61st period

Sales Division
Accumulating trust from customers by solving
ever-changing issues

Kazuo Nakai

Director
Head of Sales Division

Our role as sales personnel is not just selling goods but understanding problems of our clients and proposing optimal solutions to them. To fulfill this role,
we effectively have contacts with customers according to changes in the social
environment and needs, so as to accurately identify their problems. We solve
the problems by using our unique services, and thereby aim to become areliable supplier.

Review of the 60th period

Activities to deepen mutual understanding with clients“Meet those who we should meet and communicate what we should communicate.” We made efforts to make our unique services known to not only theexisting clients but also new clients, while also working to know our clients
better.
˜ The number of MRO Stockers introduced until 2021 was around 300. As aresult of the advancement in cooperation between TRUSCO and clients,
the number rapidly increased to around 1,000, including reservations.
˜ By encouraging the use of our unique “direct delivery to users” service, wewere able to help improve work efÿciency of clients and expand sales
channels.

Meeting with users of MRO Socker(Right: Natsumi Nakamura, Niigata Branch)

Initiatives in the 61st period

Improve convenience of clients’ estimation andordering operations
By increasing contacts with customers, we will identify details of theirproblems, and work to improve efÿciency in purchasing and streamline operations.
˜ By identifying diverse needs of the clients that have introduced MRO
Stocker and reviewing the products in stock by employing data analysis
and other means, we aim to increase the frequency of use.
˜ We will promote introduction of digital tools to improve convenience of ourclients, such as TRUSCO Orange Book.Com automated estimate system,
which provides quotations in ÿve seconds, and T-Rate app, which enables
chatting with our sales staff without meeting. Human staff will thoroughly
take care of the portions that cannot be covered by digital means.

Increasing contacts with clients to promptly solve problems(Kasumi Taninaka, Tokyo Branch)

Responding to changing delivery styles andtackling environmental issues
Direct delivery to users from TRUSCO and the “Niawase” product assortment
service to ship multiple products in a box will help improve work efÿciency ofclients and reduce environmental impact.
˜ With the Niawase and the user-direct delivery service, we will help
customers reduce their shipping operations, packaging materials, and fuelcosts, and thereby reduce the impact on the environment.
˜ As the demand for repair has been increasing due to environmental
concern, we offer Naojiro repair service, which collects items for repair fromclients using the delivery runs of TRUSCO and therefore requires nopacking materials and fees.

16

Collecting items for repair using the special container for
Naojiro repair service

Distribution Division
Boosting convenience to continuously respond to
expectations of clients and market

Hideki Naoyoshi

Director
Head of Distribution Division and Head ofDistribution Safety Promotion Department

For clients, the most convenient and comfortable service is that they can meet themost appropriate professional tools whenever they want and that they are always
delivered within the promised delivery period. With the determination of all our employees to support manufacturing, we aim to realize one-stop procurement without stress,
which is the ideal form of infrastructure for TRUSCO Nakayama, and we will pursue thehighest convenience all the time. By combining our capabilities in safety, automation,
IT, and human resources, we will sophisticate our unique distribution abilities.

Review of the 60th period

Prompt problem solving and distribution reformin view of Planet Aichi
Aiming to raise the level of our services for customers, we promoted distribution
reform using digital technologies, such as visualization of the warehouse status
and optimal personnel allocation. At the same time, we tackled many distribution issues facing us and worked to solve them through promoting training of
distribution personnel and developing the environment for education.
˜ Initiatives to maximize the inventory capacity, such as optimal inventory
allocation and preventing stockout and lack in quantity
˜ Introduced AI-based demand forecast and state-of-the-art distribution
equipment˜ Created an environment where motivated employees can do their best andtake on challenges

Visualizing warehouse status with digital technology

Initiatives in the 61st period

Strengthen functions of user-direct delivery service
Through continuously reinforcing inventory, which is the source of competitiveness, we will realize a situation for clients where they can ÿnd and get quickly
any professional tool they want. While enhancing distribution functions anddigital technologies and by utilizing huge amount of data generated from a
combination of these two aspects, we aim for data-driven distribution thathelps improve the level of our clients’ services.
˜ Acquire the ability to ensure no stockout and optimized inventory quantity
˜ In view of Planet Aichi, promote sophistication and optimization of
distribution systems (distribution DX), such as automated prediction anddetermination of the warehouse work volume
˜ Develop distribution personnel capable of solving problems by using bothmaterial handling equipment and digital tools

Realize the highest level of distribution services
By employing “Niawase” cargo assortment service, which enables reduction of
packaging materials, shipping costs, delivery time and environmental burden
by half, and strengthening the user-direct delivery service for direct delivery of
goods to users, we will eliminate waste in the supply chain. In addition, throughthe automation and manpower saving of packaging lines, we will reduce
distribution costs.
˜ Enhance environment-friendly “Niawase” × “user-direct delivery” service
˜ Fully utilize I-Pack® (high-speed automated packaging and shipping lines)
with a maximum shipment capacity of 720 pieces/line per hour˜ Realize high level of services by combining high-speed cargo assortment
equipment and unrivaled scale of inventory

Human
resourcesdevelopment

Safety first

Service
Highest level
level
of distribution
services
Quality andefficiency
Innovation
Strengthening factors to realize the highest level of
distribution services• Internet ordercompanies• Machine tool
dealers

Ordering multiple
items together

Abundant inventory and
immediate delivery
system unique to TRUSCO
Directdelivery ofmultiple
items
togetherNiawase

Users

Less

troub

le!

Direct delivery to users

17

ESG Activity Report

Environment

Environment Environmental activities through business

TRUSCO is working to reduce environmental load in business activities, planning and developing environmentally friendly
private brands (PB), and actively promoting recycling, reuse, and the use of returnable containers. The Company aims to provide
sustainable distribution by working to reduce the environmental load of the entire supply chain through the efforts to reduce not
only its environmental load, but also that of the users of its products. These efforts are internally referred to as TRUSCO Shared
Value (TSV) activities, and the Company strives to raise the awareness of and instill TSV into each employee.

Efforts to reduce environmental load throughout the supply chain
1 Purchase products

3 Deliver products

˜ Environmentally friendly TRUSCO products
˜ Reduction and standardization of containers andpacking
˜ Inclusion of environmental information in catalogues

˜ Reducing environmentalload by ÿxed cost-based
distribution
˜ Reducing environmentalload by direct delivery tousers

TRUSCO α-Cleaner non-gas spray with a nozzle 350 ml
ECO-CL-S
We constantly develop environment-friendly products,
such as 100% natural fat-based cleaners, tape fromrecycled materials, and non-gas sprays. Propellent gas(LPG) is not used for non-gas sprays, as they are pressure
accumulator type and inject liquid.

Suppliers(3,272 companies)

1

2

3

Folding containers and return cushions* areused for the delivery to clients. Routing
delivery enables delivery of products without
using extra packing materials.
* TRUSCO return cushions TRC-20L/50L(available in three colors)

Clients (5,575 companies)
3

2 Reduce environmental load by using our own

equipment

˜ TRUSCO Power Generation Installations (19 locations)˜ Introduction of environmentally friendly vehicles
Introduction of 40 vehicles (about 25% of our delivery trucks) by
2025 is planned.

4 Use products
˜ MRO Stocker, a system of “use ÿrst,pay later” for tools (775 stockers
installed nationwide)(As of December 31, 2022)
˜ “Naojiro” repair workshop service

A poster was prepared for the purpose of
informing customers with environmental
awareness of the option of “repair ofprofessional tools = conservation of theenvironment.”
Solar panels on the rooftop of Planet Saitama

Hybrid truck (Hino Dutro)“TRUECO Book” environmental brochurefor employees
Although companies andgovernments are often
considered as responsible forenvironmental destruction, we
ourselves are the major players
in environmental destruction. To
remind us of this fact, we
published TRUECO Book
containing a checklist of ourdaily actions. We are promoting
various initiatives to change theawareness of individuals, sothat each employee will be
encouraged to faceenvironmental issues.

18

Carbon Neutrality Navi
As part of the initiative to
reduce CO2 emissions, wepublished Carbon Neutrality
Navi (catalogue). For thecatalogue, aiming to support
users’ efforts to achieve carbon
neutrality at manufacturing sites
and offices, we picked up andpresented products that are
more efficient andenergy-saving thanconventional products andproducts with less CO2
emissions in their
manufacturing and disposal
processes.

4

Users

(infinite)Environment

Environment Responses to climate change risks and opportunities

To continue to be of service to people and society in any era, the Company works to resolve social issues and conducts
activities to contribute to local communities in accordance with the Sustainability basic policy. Based on the TCFD
recommendations*, we disclose our responses to climate change in accordance with the four categories of “governance,”“strategy,” “risk management,” and “metrics and targets” as follows:* The Task Force on Climate-related Financial Disclosures (TCFD) is an international framework for encouraging disclosures of climate-related risks and opportunities andthe impact of climate change on financial performance. It published ecommendations to companies for the disclosure of climate-related information in 2017.

Governance
The Company has established a Sustainability Committee as an organization to oversee the Company’s efforts to address its Sustainability
basic policy and material issues. With the Sustainability Promotion Section of the Corporate Planning Department serving as the secretariat,
the Committee is responsible for overseeing activities to promote company-wide sustainability initiatives, including climate change-related risk
management. Every important agenda item approved by the Committee is reported each time to the Board of Directors (Management
Conference). In addition, subcommittees are established under the Sustainability Committee to deliberate on individual specific mattersconcerning each risk and initiative.

Strategy
We analyzed the impact of climate change on the Company’s business by examining future changes in the external
environment based on the framework proposed by the TCFD. We are promoting responses to major risks and opportunities
associated with our business activities.

Risk management

Scenario analysis
of risks andopportunities

The Sustainability Committee is responsible for the management of all risks across the Company. Among these risks, the Committee
recognizes climate change risk as one of the key risks. Subcommittees discuss climate change risks at least four times a year, examining the
progress of initiatives for the issues and new risks, identifying risks and opportunities, evaluating them, and organizing countermeasures. The
content of the discussions by the subcommittees is reported to the Sustainability Committee, which meets twice a year, and particularly
important issues are reported to the Board of Directors (Management Conference). In addition, environmental metrics and issues are reportedby the Sustainability Promotion Section to the Board of Directors (Management Conference) on a monthly basis in principle.

Metrics and targets
as its unique efforts to reduce the environmental impact of the entire supply chain, the Company has set targets for the number of direct
shipments to users, which are highly efficient and leading to reduction of packaging materials, and the number of MRO stockers introduced
as metrics for reducing environmental impact.
Progress and plan on key performance indicators of the Company▶
P6
Amount of CO2 emissions (Scope 1, Scope 2) and net sales

5,623

5,918

Amount of CO2 emissions（t-CO2）
9,095
8,008
7,871
7,427
7,296

1,665

1,770

1,950

2015

2016

2017

Changes in power output and power self-sufficiency rate of the Company

10,436

2,142

2,206

2,134

2,268

Power self-sufficiency rate（%）
Power generation output
183(10,000 kWh)
2,464
139
10.7
10.4
14.1
9.6
Net sales
11.3(100 million yen)
99
85
72

2018

2019

2020

2021

2022

2015

2016

2017

2018

255
18.9

2019

2020

260

265

16.5

2021

16.4

2022

CO2 emissions related to the Company’s business activities (results of 2021)

Suppliers

Clients

Category 1(Purchased products/services)548,144 (t-CO2)
31.6%
Category 2(Capital goods)

15,735 (t-CO2)
0.9%

Fuel use

Electricity use

1,941 (t-CO2)
0.1%
7,154 (t-CO2)
0.4%

Category 11(Use of products sold)Category 12

15,946 (t-CO2)
0.9%

Other

2,586 (t-CO2)
0.1%(Disposal of products sold)Category 4(Transportation, delivery(upstream))

52,284 (t-CO2)
3.0%

1,090,064 (t-CO2)
62.9%* Figures with % indicate composition ratio.
* Scope 1: Direct emissions from fuel use
Scope 2: indirect emissions resulting from energy supply by other companies
Scope 3: Indirect emissions related to the supply chain other than Scopes 1 and 2
For Scope 3 categories, refer to the website of the Ministry of the Environment.

19SocialComfortable work environment

SocialBased on the idea that “an employer has the obligation to provide a work environment where employees can continue towork for a long time with a peace of mind,” the Company provides an environment that supports participation of diverse
human resources and encourages all employees to use various workplace-related programs of the Company.

Comfortable work environment indicators*1
FY ended
December 2021

Ratio of salary of female employees to that of male employees

Percentage of female
employees hired

51.0% (employees)

46.7% (employees)

Percentage of female
employees

35.0% (employees)
73.5% (part-time employees)

35.2% (employees)
73.9% (part-time employees)

Percentage of female
senior supervisors

22.1%（56）22.8%（57）Percentage of female
employees inmanagement roles

6.9%（9）7.8%（10）

65.9% (employees)

65.8% (employees)

Percentage of annual
paid leave taken

Percentage of
employees who%（43）
returned to work fromchild care leave
Number of male
employees who
have taken childcare leave
Percentage ofMale
26.0% (employees)
employees who
have taken childcare Female 100.0% (employees)
leave by gender

96.0

14.4 hours

*2

Male

Full-time employees

FemaleFull-time employees (excluding Male
those in management positions Female
MaleContract employees andpart-time employees

FemaleAll employees (including
part-time employees)

FemaleMale

Salary ratio

942
408
825
399
309
816
1,251
1,224

73.2%
80.1％
81.9%
51.2%

Period surveyed: From January 1, 2022 to December 31, 2022
Targeting only those who were paid throughout the year (those who joined or left the Company in the
middle of the year are not included)
Full-time employees: Excluding officers, contract employees, and local employees of overseas subsidiarie
Salary: Excluding non-taxable commuting allowance and financial bond

98.0%（44）11

Average numberof overtime hours
per month

NumberFY ended
December 2022

One of the reasons for the difference in salary between male andfemale employees is that the women’s length of service is shorter thanthat of men and that the women’s average age is lower than that ofmen. Starting from around 2006, aiming to raise the percentage offemale employees, the Company has been promoting initiatives torecruit women and create systems to enable them to continue to work
(short-time working system, etc.). We will continue efforts to create
comfortable workplaces for everyone, which will result in longer lengthof service of women and more female employees in management
positions. Then, the difference in salary is expected to be narrowed.

Age and number of full-time employees by gender

9

60～64

The male-to-female ratio
began to be considered
in recruitment in 2008.
Those who were hired inthose days are now intheir 40s, expected toplay active roles.

55～59

42.8% (employees)
Female 97.7% (employees)
Male

50～54
45～49

18.1 hours

40～44

*2

35～39

*1 The above indicators are for the parent company only.
*2 Including hours within the statutory overtime hours

30～34
25～29

Trusco Nakayama Health Insurance Association

20～24

As a company that looks after the lives of our employees, we wantto take responsibility for the health of our employees and theirfamilies. Based on that desire, in April 2019, we established theTrusco Nakayama Health Insurance Association, our sole healthinsurance association, at the Tokyo Head Office. Its establishment
allows us to make decisions smoothly and further enhance ourown insurance services. We will promote initiatives that are suitable
for the Company so that employees can continue working with apeace of mind for many years.

～19

Health insurance card(sample)Trusco Nakayama
Health Insurance
Association website

20

Trusco Nakayama Health Insurance Association(From left) Akiko Tani, Head of Administration, andRyoko Makamura, chief

200

150

100

50

0

■ Female■ Male
0

50

100

150

200

(persons)

Programs to help employees to continue towork for many years with a peace of mind
TRUSCO Nakayama raises the motivation of employees for workby respecting their opinions and setting up programs to support
their workstyles through various approaches, thereby achieving its
corporate growth.
Major personnel
programs° Happy Sunday Program° Paid Leave Accumulation
Bank Program° In-house Side Job
Program (Hybrid Work
Program)

Details of the programs

Mr. Yasuzumi, Recruitment Section, andMrs. Yasuzumi, Satte Branch, on childcare
leave together, with their childSocialThe Nakayama Visual Welfare Foundation

SocialGiving Back to Society” through the Nakayama Visual Welfare Foundation
The Nakayama Visual Welfare Foundation was established in 1997 in response to the will of“wanting to serve visually impaired people” by Kiyoko Nakayama, the mother of Tetsuya
Nakayama (President of the foundation), who was born with optic nerves damaged by aforceps delivery. It later became a public interest incorporated foundation in 2010. The basic
property of the Foundation consists of shares of TRUSCO NAKAYAMA Corporation, and theFoundation does not receive donations or support from outside and is operated independently.
We continue “Giving Back to Society” through the Nakayama Visual Welfare Foundation.

The operation of the Foundation is funded by stock dividends
The Foundation was established by the Chief Director’s Nakayama Family with acontribution of four million shares of TRUSCO NAKAYAMA Corporation stock and 500
million yen in cash. In 2021, the Nakayama Family made an additional contribution of 1
million shares. The Foundation’s business operations are funded by stock dividends.
Number of the Company’s shares held: 435 million (as of December 31, 2022)

Overview

New Nakayama Memorial Hall (completed on September 15, 2021)

Site area: 1,401 m2
Total floor area: 5,712 m2
Building structure: 1 underground level, 5 ˛oors
above ground, equipped with a seismic isolation
systemOctober 1, 1997
November 1, 2010 Transformed into a public interest incorporated foundation
October 1, 2021 Renamed from “The Nakayama Visually Impaired Welfare Foundation” to “The Nakayama Visual Welfare Foundation”
Chief Director Tetsuya Nakayama
Address
2-1-9 Mizuki-dori, Hyogo-ku, Kobe, Hyogo (3-minute walk from Shinkaichi Staition)
TEL: 078-599-6140 / FAX: 078-599-6141
Support project results 939.35 million yen (cumulative total for 25 years through FY2021)
Established(Nakayama Memorial Hall

Public interest project 1 Facilities leasing business)
The Nakayama Memorial Hall is leased to 12 nonprofit organizations,which work in coordination with each other in conducting various
activities to provide consultations and overall support for many
visually impaired people.
(Grant project for support groups for

Public interest project 2 visually impaired people, and individuals)
The Foundation provides grants to groups for visually impaired
people and support groups in financial difficulty to enable them toenhance their activities, and provides scholarships free of charge touniversity students and others. From FY2022 onwards,
scholarships are granted also to graduate students (in the master’scourse).
(Profit-making business (Real estate rental business)(Activities to support visually impaired

Public interest project 3 people for their social participation activities)
Aiming to popularize the philosophy of “normalization” that aims torealize a society in which people with disabilities spend every day
like, and participate in activities energetically together with, people
without disabilities, the Foundation supports the participation ofvisually impaired people in society.

Guide dog lending project
Guide dog lending ceremony)

PC training course project(Elementary PC course)

The Foundation started real estate rental business using a part of the Nakayama Memorial Hall (rental offices, etc.) from November 2021.

List of Officers and Councilors (in the order of the Japanese syllabary without honorifics)
Chief Director
Tetsuya Nakayama Representative Director and President, TRUSCO
NAKAYAMA Corporation
Senior Director
Saori Nakayama
Representative Director, NR Holdings Corporation
Certified Public Accountan
Managing Director
Atsushi Matsumae Executive Director
Directors
Takuji Iuchi
President, AS ONE Corporation
Tatsuya Otsuka
Chairman, Earth Corporation
Kohei Goto
Chairman, SANKO Co., Ltd.
Teruo Hashimoto
Chairman, Nippon Lighthouse Welfare Center for
The Blind
Kenji Furuhashi
President and CEO, Hosiden Corporation
Masahiko Mori
President, DMG MORI Co., Ltd.
Naoyuki Yamamoto CEO & President, Yamamoto Kogaku Co., Ltd.
Osamu Tsujimoto President, Tsurumi Manufacturing Co., Ltd.
(Scheduled to be appointed on June 14, 2023)
Auditors
Kohei Nomura
Attorney, Nomura Law Offic
Yoritomo Wada
Certified Public Accountant, ada CPA
Accounting Firm
(Scheduled to resign on May 22, 2022, and scheduled to be appointed
outside corporate auditor of the Company on March 24, 2023)
Kazumasa Murai

Certified Public Accountant and tax accountant,
Murai CPA Accounting Firm
(Scheduled to be appointed on June 14, 2023)

Councilors
Yusuke Saraya

President and Representative Director, Saraya
Co., Ltd.
Tomihiro Takayasu
Former Chairman, DyDo Group Holdings Inc.
Yuko Nakayama
Representative Director, NS Holdings Corporation
Rie Nakayama
Physician and Assistant Head of Ear, Nose, andThroat Department and Head and Neck Surgery
Department, Kawasaki Municipal HospitalMotonobu Nishimura Representative Director and Chairman, Mandom
Corporation
Yuki Nomura
President, Taiyo Kogyo Corporation
Junji Hada
Representative Director and Chairman, ELECOM
Co., Ltd.
Naotaro Hikida
President, Kohnan Shoji Co., Ltd.
Kunio Yamada
Chairman, Rohto Pharmaceutical Co., Ltd.
Yoshiaki Yamamoto Director, Social Welfare Corporation Rokko
Kakujuen
Teiji Wakita
President and Representative Director, WAKITA
Corporation

Mr. Senichi Hoshino (former professional baseball manager), who
passed away on January 4, 2018, also served as director from June2017 to January 2018, and contributed to the development of theFoundation.

21

Corporate Governance Governance system
For the embodiment of“TRUST COMPANY”

Corporate philosophy

Our mission is to contribute to society
through corporate activities and torealize the happiness of the people
with whom we are connected.

Idea▶

The Company name and corporate logo
directly express the concept of“TRUST COMPANY,” a company trusted
by all stakeholders. We will fulfill our social
mission by embodying this concept
as the starting point of our daily
corporate activities.

Management that keeps on walking
ahead boldly and steadily■ Management that respects people■ Management that fosters entrepreneurship■ Management that responds to themarket in a trustworthy manner■

Existencephilosophy
Vision▶

Management
philosophy

Value sincerely and courtesy
Generate ingenious ideas and plan
meticulously■ Act dynamically with conviction■ Build trustworthy communication
with friendliness■■

Behavioral philosophy
Behavior▶

A company that earns trust

People with whom we are connected (stakeholders)
Meaning employees and their families, suppliers,
clients, shareholders, and all other people
related to the Company

MarketSociety

Governance Structure (as of December 31, 2022)
General Meeting of Shareholders
Features of the General Meeting of
Shareholders

Representative Director
Executive Directors
Full-time Corporate Auditors*1
Part-time Corporate Auditor*1
Senior Executive Office

Board of Auditors

1
3
2
1
1

Held once

Composition a month

Full-time Corporate Auditors1 2
Part-time Corporate Auditor1 1

8 members in total

Board of Directors’ Meeting(Management Conference)

Held once a month

Board of Directors

Management Conference

Composition

Composition

Representative Director 1
Executive Directors
3Outside Directors
3
Full-time Corporate Auditors*1 2
Part-time Corporate Auditor*1 1

Members of the Board of Directors 10
1
Senior Executive Office
20
General Managers

Audit

Accounting Auditor
Reporting

Deloitte Touche Tohmatsu LLC

Lawyer Hotline

31 members in total

10 members in total

Central Health and
Safety Committee

Coordination
ReportingDirect contactfrom suppliersComposition Held once a month

ReportingPartner Zentaku
Hotline

Top-Level Parties Conference(Board Meeting)

Coordination(1) President OJS is conducted(2) Meetings are held early in the period, avoidingdays on which general meetings are concentrated(3) Meetings are held in person at a venue andalso streamed online.
(4) In addition to the audio presentation, subtitles
are projected onto a screen in real time.
(5) Results of resolutions at the meetings, a
portion of the Q&A items, and the results ofquestionnaires are released on the website
within three days.

Legal Advisors
Executionof duties

Sustainability
Committee

Representative Director
Reportingand President
Reporting

Sustainability
Promotion Section

Tetsuya Nakayama

Direct contact from
employees (including
those of overseas
subsidiaries)

Internal Auditing Office
Audits conducted through the“Fire Lookout Tower,” anelectronic auditing system

Coordination

Safety Committee
Health Committee

Compliance
Officer

Audit/guidanceInternal Hotline
Direct contact from employees(including those of overseas subsidiaries)

Cross-departmental personnel transfers(1) Transfer of personnel, including manager positions, generally every 5 years on average (2) Fostering multifaceted employee
development and creating a corporate culture free of factions (3) Preventing fraud through new surveillance

Corporate Management
Division

Digital Strategy
Division

Product Division

Sales Division

Distribution Division

Director
Head of Digital
Strategy Division

Senior Executive Office
Head of Product Division

Director
Head of Sales Division

Director
Head ofDistribution Division

Atsushi Kazumi

Atsushi Kazumi

Tatsuya Nakayama*2

Kazuo Nakai

Hideki Naoyoshi

Director
Head of Corporate
Management Division

Notes 1. One of the full-time Corporate Auditors and the part-time Corporate Auditor are outside corporate auditors.
2. Scheduled to be appointed Director upon resolution at the 60th Annual General Meeting of Shareholders to be held on March 24, 2023.

22

Governance
Top-Level Parties Conference (Board Meeting)Open Judge System (OJS; 360-degree evaluation)

This Conference consists of officers (excluding outside directors). It
discusses and shares the directions of the Company, while ensuring objective and rational judgment, following which a meeting of
the Board of Directors (Management Conference) is held.

Objectives(1) The objectivity of the evaluation can be enhanced because
various evaluations are conducted not only by supervisors but
also by colleagues and subordinates with whom the employees
work on a daily basis.
(2) Evaluation comments are fed back to each individual to help
them reaffirm their “strengths,” “weaknesses,” and “what is
expected of them,” leading to behavioral reforms.
(3) This is a system in which co-workers mutually evaluate eachother, which will create a good sense of tension.
Knowing that they are being monitored will encourage all
employees to work harder and improve their abilities.

Establishment of Outside Directors (Board Brain)
Outside Directors are elected based on the criteria that they shouldhave broad knowledge and sufficient experience and should be able
to contribute not only to fraud prevention but also to sustainablegrowth and enhancement of the corporate value of the Company.
P24
Interview with Outside Directors▶

Interview video

Zentaku Hotlines“Zentaku Hotlines” are reporting hotlines established inside andoutside the Company to early detect, address, and prevent any
compliance issues.
Zentaku Hotlines
Internal Hotline: An internal reporting hotline for employees
established within the Sustainability Promotion Section
Lawyer Hotline: An internal reporting hotline for employees
established at an external contractor
Partner Zentaku Hotline: A reporting hotline for suppliers
established within the Sustainability Promotion Section

Description

Category Frequency
Personnel
Evaluation
OJS

Twice
a yearConducts mutual OJS assessments of
employees working in the same workplace(superiors, colleagues, and subordinates) withresults re˜ected in personnel evaluations.

Promotion
OJS

Once
a yearAll employees who know the candidate employee will
evaluate the employee and the results will be re˜ectedin promotions and other personnel treatment.

* For all full-time and part-time employees, excluding officer

Evaluation system operation method(1) Personal information on voters is completely undisclosed.
(2) Each of three evaluation items is rated on a 5-point scale.
(3) Voting results are reected in personnel evaluations, promotions,and other personnel treatment.

Sustainability Committee
The Sustainability Committee is chaired by the director serving as
the Head of the Corporate Management Division and meets twicea year in principle. The Committee formulates activity policies,
promotes and supervises activities, and reports regularly to theBoard of Directors with the aim of solving social issues and contributing to sustainable local communities by creating both social andcorporate value through our business activities.

Board of Directors’ Meeting (Management Conference)
The Board of Directors meets once a month in principle to makedecisions. The Management Conference seeks a wide range of
opinions from attendees that include executive officers and generalmanagers of departments to ensure a broad perspective andtransparency.
Features of the Conference(1) Round-table layout allowing face-to-face communication(2) The seating is changed every time with no regard to seniority
to facilitate participation from a fresh perspective(3) Minutes of the Management Conference, containing not only
the resolved matters, but also the comments of each attendee,
are released to all employees within one week.

“Fire Lookout Tower” electronic auditing system
This is the industry’s first electronic auditing system, which waslaunched in June 2001. The system is operated for the purpose of
immediately detecting abnormal events using electronic data ofinternal transactions and taking measures to prevent recurrence.

“Shushazentaku” education
To ensure that each and every employee has a high sense of ethics, we haveadopted the concept of Shushazentaku as a compliance guideline andinstilled our corporate stance ofmaking a decision based on what isright rather than focusing on whether itis profitable. We distribute the
TRUSCO Zentaku Book, our compliance manual, to all employees, including part-time workers, to ensure thatthey are fully aware of the importanceof making good choices.
TRUSCO Zentaku Book,
our compliance manual

Changes in the composition of the Board of Directors
One internal director (female) added
Two outside directors appointed

Four internal
directors added

2

2

2

3

3

3

●●

3

22.2

33.3

2
3

Percentage of outside officers
Percentage of outside directors

44Internal directors

3

3

3

3

3
1
2

Outside directors
Internal corporate auditors
Outside corporate auditors

6

●●

3

3

7

42.9%

●●

●●

4
●●

4

4

42.9

41.7

●● ●●

●●

40.0

●●

●●

40.0

●●

42.9
●●

4

●●

4

●●

4

●●

4

50.0%

50.0

33.3
5

60.0
●●

●●

62.5

●●

50.0
●●

●●

50.0

●●

44.4

62.5
55.6

●●

One outside corporate
auditor added

2013
2014
2014
2015
2016
2017
2018
2019
2020
2021
2022
50th period 51st period 52nd period 53rd period 54th period 55th period 56th period 57th period 58th period 59th period 60th period(9 months
ended
December)23

Interview with Outside Directors

Interview video

Kenichi Saito

Takako Suzuki

Kuniaki Hagihara

Outside Director Board Brain(BB)
Representative Director,
ForeSight & Company

Outside Director Board Brain (BB)
Chairperson of the Board andPresident & Chief OperatingOfÿcer, S.T. Corporation

Outside Director Board Brain(BB)
Senior Advisor, Hagihara
Industries Inc.

Since they utilize their abundant experience and knowledge so as to contribute to the development of the company, TRUSCO calls
Outside Directors “Board Brains.” In general, the role of an Outside Director is to prevent scandals as an outside observer. However,at our company, we have formed our own highly transparent governance system, so we place emphasis on contributing to“sustainable growth and the improvement of company value.” We interviewed each of these Outside Directors about the roles of
Outside Directors and issues facing the company.

Q1 Please tell us about efforts that you have been involved with in the 60th period.
Suzuki
Employees of TRUSCO usually have contact with the business-to-business (B2B) market. So I have given proposals at theManagement Conference meetings with the intention to communicate what is going on in the Business-to-Consumer (B2C) market,
where I usually do business, with a sense of reality. I feel that there is an escalating trend of pursuing higher value with reasonable
prices. There is also a clear gap in advancement of retail DX among companies. In view of the shift from mass marketing to marketing
focused on individual needs, I explained the current moves of retail DX and responses of manufacturers, using cases of speciÿc
companies.

What do you think about TRUSCO Nakayama in the future? How should the Company

Q2 challenge the traditional ideas of the industry?
Saito

Thinking about the optimization of the entire supply chain of the Company, it is crucial to grasp the needs of end users and re°ect themin the product development with our suppliers. For clients, by proposing solutions to the needs of end users, we may contribute toincreasing sales of the clients.

In relation to social issues and environmental problems in the future, what kind of

Q3 things will be required of business management? What do you think are the points tobe improved or the efforts to be enhanced?
Hagihara

Due to external factors, such as the Russian invasion of Ukraine and the weakening of the yen, manufacturing has been returning toJapan. I think TRUSCO Nakayama should look ahead and identify how manufacturing bases will change and take appropriate
measures. It is important to pay keen attention to the strategies of the Japanese manufacturing industry to change the manufacturing
sites. TRUSCO Nakayama should take action to keep up with the dynamic trend in the industry.

24Current Status andPolicies of the Company

Employees
Number of employees
Category
Female employees
Male employees
Part-time employees
Officers
Total and average

Number of employees with disabilities(Unit: persons/years old/years)

2021
No. ofemployees*2022
No. ofemployees*

YoYchange

571
1,061
1,264
10
2,906

577
1,062
1,305
10
2,954

+6
+1
+41
±0
+48

Average
Average years ofage
service

33.0
43.4
52.8
62.0
45.5

9.4
18.5
6.6
19.1
11.3

*Note: The number of employees seconded employees and local employees ofsubsidiaries.

No. of employees withdisabilities
Required number of
employees with disabilities
based on the mandatory
employment rate*1
Rate of employees withdisabilities (%)*2
Mandatory employment
rate

2018

2019

2020

2021

2022

67

66

66

67

67

48

51

50

55

62

2.9

2.9

2.9

2.8

2.7

2.2

2.2

2.2

2.3

2.3

Notes: 1. The number of employees with disabilities necessary for the Company
to satisfy the mandatory rate is calculated on a trial basis.
2. Rate of employees with disabilities is calculated as the ratio to the total
number of full-time employees.

Matters concerning stock of the Company
Status of shares

Top 10 largest shareholders(1) Total number of authorized shares
110,000 ,000
(2) Total number of issued shares
66,008,744 (including 66,457 treasury shares)
65,942,287 (excluding 66,457 treasury shares)(3) Number of shares per unit of stock
100(4) Number of shareholders
15,466 (up 1,060 from the end of the previous fiscal year)
Number of shareholders with voting rights
14,436 (up 909 from the end of the previous fiscal year)

1 The Master Trust Bank of Japan, Ltd.

（Banks andsecurities firms

Individuals
Foreignand others companies, etc.

20.47%
17.38%
11,472,477 13,512,336

0.10%
66,45737.85%
24,985,498

24.20%
15,971,976

1
No change
yoy

540
Up 7
yoy

55
Down
6 yoy

）（

）

（

）（

14,648Up
1,040 yoy

（
）

222
Up
+19 yoy）

Number of shareholders: 15,466

12.65

7,918
3 Custody Bank of Japan, Ltd. (Trust account) 4,356
4 The Nakayama Visual Welfare Foundation 4,350
5 Daido Shoji Co., Ltd.
3,450
6 NR Holdings Corporation
2,358
7 NF Holdings Corporation
2,000
8 Government of Norway
1,891
9 Tsutomu Otsu
1,547
10 Hiroyuki Otsu
1,346

12.01
6.61
6.60
5.23
3.58
3.03
2.87
2.35
2.04

2 NS Holdings Corporation

Number of shares 66,008,744
Japanesecompanies

8,344(Trust account)

Share composition by shareholder and shareholder distribution
TreasurysharesNo. of Shareholding
shares held
ratio
(thousand(%)
shares)Name

Note: Shareholding ratio is the ratio of shares held to the total number of issued
shares (excluding 66,457 treasury shares) outstanding as of the last
day of the fiscal year under review.

Dividend of surplus and dividend calculation standard
Annual dividend per share and net income per share

Dividend policy●●

The Company carries out business activities and capital investment forthe purpose of being of service to the manufacturing industry in Japan toachieve sustainable growth and thereby intends to maximize thereturn to its shareholders. As for the distribution of profit, theCompany’s basic dividend policy is to pay performance-linked dividend at
a consolidated payout ratio of 25% based on net income attributable toowners of parent, provided that the Company’s profit has exceeded acertain threshold subject to a lower limit to secure stable dividend.

Annual (interim) dividend per share

Above 40 (20) yen

Net income per share × 25％

Below 40 (20) yen

10 (5) yen(Unit: yen)

Net income
per share

159.11※145.78140.02※36.50

121.4330.50

Notes: 1. The figures in parentheses ( ) indicate the calculation standard for the first twoquarters of the year.
2. For the purpose of this calculation, any fraction less than 1 yen will be rounded
up in increments of 0.50 yen.
(0.01 - 0.49 yen will be rounded up to 0.50 yen and 0.51 - 0.99 yen to 1.00 yen)

Treatment of the impact of special factors,
such as the sale of real estate or shares

Annual dividend per share

165.60

Dividend calculation standard
Net income per share

Net income per share

2019

2020

35.50

2021

40.00

41.50

2022

Fiscal year
under review
2023
Plan

Annual dividend
per share* Net income per share recalculated after excluding extraordinary income or loss

In a fiscal year in which net income attributable to owners of parent has fluctuated significantly due to the sale of real estate or shares
not directly related to business activities or other special factors, their impact is excluded in the determination of dividend amount.

25

Corporate Executives

Matters concerning the Company’s officers
Directors and Corporate Auditors (as of December 31, 2022)
Position

Representative
Director andPresident

Director

Director

Director

Outside Director

Outside Director

Outside Director

Full-time
Corporate
AuditorFull-time
Corporate
Auditor

Part-time
Corporate
AuditorName

Responsibilities and important concurrent posts

Tetsuya Nakayama Overall business of the Company

Term of office

At the close of
the 60th Annual
Shareholders’MeetingKazuo Nakai

Head of Sales Division
Executive in charge of TRUSCO Nakayama Corporation (Thailand) Limited
Executive in charge of PT. TRUSCO Nakayama Indonesia (present)

At the close of
the 60th Annual
Shareholders’Meeting

Atsushi Kazumi

Head of Corporate Management Division, Head of
Digital Strategy Division

At the close of
the 60th Annual
Shareholders’Meeting

Hideki Naoyoshi

Head of Distribution Division

At the close of
the 60th Annual
Shareholders’Meeting

Kenichi Saito

Representative Director, ForeSight & Company
Representative Director, the Society for Problem-Solving Proficiency

At the close of
the 60th Annual
Shareholders’Meeting

Kuniaki Hagihara

Chairman, Hagihara Industries Inc.
Senior Advisor, Toyo Heisei Polymer Co., Ltd. Outside
Director, Wavelock Holdings Co., Ltd.

At the close of
the 60th Annual
Shareholders’Meeting

Takako Suzuki

Chairperson of the Board and President & Chief Operating Officer,
S.T. Corporation
Director, Chardin Co., Ltd. (present)
External Director of King Jim Co., Ltd.

At the close of
the 60th Annual
Shareholders’Meeting

Akira Takada

At the close of
the 63rd Annual
Shareholders’Meeting

Hiroaki Imagawa

At the close of
the 63rd Annual
Shareholders’Meeting

Hiroho Kamakura

Part-time Corporate Auditor, Yushin Precision Equipment Co., Ltd.
Part-time Corporate Auditor, Fujio Food System Co., Ltd.
Part-time Corporate Auditor, SymEnergy Inc.

At the close of
the 61st Annual
Shareholders’Meeting

Notes: 1. Pursuant to Article 19 of the Articles of Incorporation of the Company, the term of office of a director is one year.
2. Outside Director Kuniaki Hagihara has taken office as the Senior Advisor of Hagihara Industries Inc. since January 2023.
3. Full-time Corporate Auditor Masaki Matsuda resigned at the close of the 59th Annual Shareholders’ Meeting held on March 18, 2022.
4. The following items of Business Report are posted on the Company’s website (https://www.trusco.co.jp/) “IR Information > Shareholders’ Meeting”
and therefore not included in the documents to be delivered to shareholders who have requested requested them in a paper-based format.
[Matters concerning the Current Situation of the Corporate Group (Major Lenders)], [Matters concerning Company Executives (Major Activities
of Outside Officers for the Current Fiscal Year, Matters concerning the Independence of Outside Officers, and Special information about
Outside Officers)], [Situation of Accounting Auditors], [Systems and Policies of the Company (The System to Ensure the Propriety of theCompany's Operations and the Operation Status of the System, Basic Policy concerning the Control of the Company, and Policy concerning
the Decision of Dividends from Surplus)]

26

Internetdisclosure

Amounts of Remuneration, etc. of Directors and Corporate Auditors
Policy for determining the remuneration, etc.
of Directors and Corporate Auditors

Method of determining officers’ remuneration and its composition

At its meeting held on October 14, 2021, the Board of Directors of theCompany passed a resolution to establish a policy for determining the
remuneration of individual officers. As the Board of Directors also
confirmed that the method of determining remuneration and the
remuneration determined for each individual officer for the fiscal year
under review are consistent with the determination policy, theCompany has judged that they comply with the determination policy.
The Company determines the officers’ remuneration paid to Directors
and Corporate Auditors based on the following policy:(1) The level of remuneration should be such that the Company is able
to retain the motivation to improve business performance and tosecure excellent human resources from within and outside theCompany.
(2) The level should be based on changes in the business environment,
objective external data, etc. and should take into account thebalance between public standards, management content, andemployee salaries.
(3) Officers’ remuneration should be paid within the annual remuneration limit, including their bonuses.

Remuneration system for Directors and Corporate Auditors
Fixed remuneration
Monthly fixed remuneration
Paid in accordance with each officer’s position, individual
performance evaluation, etc.

Bonuses for Directors and Corporate Auditors
Paid in accordance with performance up to 3% of net
income attributable to owners of parent provided that it
is positive for the fiscal year.

Officers’ remuneration consists of fixed remuneration (monthly fixed remuneration) andofficers’ bonuses. The following remuneration ranges, designed to take into account the
responsibilities of each position and the degree of influence on management, have been
established, and each component of remuneration will be determined by the Board of
Directors after taking into account the management environment, business performance,
achievements, management capabilities, the degree of contribution, etc.
The determination of the specific amount of remuneration for each officer may be left tothe discretion of the President Tetsuya Nakayama by resolution of the Board of Directors.
The authority delegated to him is to determine the specific amount of remuneration foreach officer after taking into account the business performance, achievements,
management capabilities, the degree of contribution, etc., within the range designed foreach position to take into consideration the right of representation, the responsibilities ofeach position, and the degree of influence on management. The reason for this delegationof authority is that he is the Representative Director and President of the Company, whooversees the overall business execution of the Company, and therefore is the mostsuitable person to evaluate each director while taking into consideration the financial
performance of the whole Company from a high-level perspective.
① Fixed remuneration
The amount of remuneration is determined at the beginning of each fiscal year after
taking into account the business performance, achievements, management
capabilities, the degree of contribution, etc., within the range designed for eachposition to take into consideration the right of representation, the responsibilities ofeach position, and the degree of influence on management.
② Officers’ bonuses
Ofcers’ bonuses are determined as an incentive linked to profit indicators similar to thebasic policy for shareholder returns. More specifically, the total amount is determinedat the end of each fiscal year by the Board of Directors subject the upper limit of 3% of
net income attributable to owners of parent after calculating reference amounts bymultiplying net income attributable to owners of parent by bonus multipliers(cumulative) for each position as specified in bylaws. Officers’ bonuses are paid
annually within six months from the end of the relevant fiscal year.
The amount to be paid to individual officers is determined for each officer within the
remuneration range, taking into consideration, among others, the degree ofcontribution to the business results for the relevant fiscal year.
* The same remuneration system as for Directors is adopted also for Corporate Auditors
and Outside Directors based on the recognition that they are also responsible for theenhancement of the corporate value of the Company and its consolidated subsidiaries.
Individual amounts of fixed remuneration and officers’ bonuses to be paid to Corporate
Auditors are proposed by Directors to them and finalized through discussions among
Corporate Auditors.

Upper limits, ranges, and total amounts for the fiscal year under review of officers’ remuneration, etc.
Position

Upper limits
of officers’
remuneration

President

Ranges of remuneration① Fixed remuneration② Officers’ bonuses（①+②）

60 million yen to 144 million yen 0 yen to 80 million yen 60 million yen to 224 million yen

Directors

Senior Managing
Director

27 million yen to 39 million yen

Managing Director Within 600 million yen 21 million yen to 33 million yen

0 yen to 24 million yen

27 million yen to 63 million yen

0 yen to 20 million yen

21 million yen to 53 million yen

18 million yen to 27 million yen

0 yen to 14 million yen

18 million yen to 41 million yen

4 million yen to 9 million yen

0 yen to 1 million yen

4 million yen to 10 million yen

Full-time Corporate
15 million yen to 27 million yen
AuditorWithin 100 million yen

0 yen to 9 million yen

15 million yen to 36 million yen

Part-time
Corporate Auditor

0 yen to 1 million yen

4 million yen to 10 million yen

Director

Total amounts of remuneration, etc. of
Directors and Corporate Auditors for the
fiscal year under review

per year*1

Outside Director

Corporate
Auditors

per year*2

4 million yen to 9 million yen

Directors:
7342 million yen in
total

Internal Directors:
4323 million yen in
total

Officers:
11
401 million yen in
total
Outside Directors
including 6 outside3
officers: 58 million
19 million yen in total
yen in total)
Corporate Auditors:
4(including 3 Outside Corporate Auditors)
58 million yen in total（）

Notes: 1. As per the resolution passed at the 56th Annual Shareholders’ Meeting held on March 8, 2019. The number of Directors at the close of the meeting was 9 (including 2 Outside Directors).
2. As per the resolution passed at the 58th Annual Shareholders’ Meeting held on March 18, 2021. The number of Corporate Auditors at the close of the meeting was 4 (including
3 Outside Corporate Auditors).
3. The officers’ retirement benefit program was transitioned to financial bonds in 2004. An amount equivalent to 10% of officers’ bonuses is paid in monthly installments.
4. The total amount of ofÿcers’ remuneration paid for the fiscal year under review is equivalent to 1.1% of net income attributable to owners of parent.
5. The table above includes a Corporate Auditor who resigned at the close of the 59th Annual Shareholders’ Meeting held on March 18, 2022.

Matters concerning Directors’ and Officers’ Liability Insurance Agreement
The Company has concluded with an insurance company, and bears the full premiums of, a Directors' and Officers' Liability Insurance Agreement covering
as insured persons the directors, corporate auditors, and executive officers of the Company and its consolidated subsidiaries. This insurance compensates
for any litigation costs and damages arising from non-derivative actions, shareholder derivative actions, and corporate actions that are borne by the insured
persons in executing their duties, provided that they have executed their duties in good faith or without violating laws and regulations. (However, measures
are taken to ensure that the appropriateness of the execution of duties by the insured persons will not be undermined by excluding from the coverage any
damage, etc. to those insured persons who have engaged in any criminal offence or intentional act of violating laws and regulations.)27

Organization Chart
As of January 1, 2023

Advisor

Representative
Director andPresident

Outside Directors

Takashi Nakai
Advisor

Kenichi Saito

Kuniaki Hagihara

Takako Suzuki

Representative Director,
ForeSight & Company

Senior Advisor, Hagihara
Industries Inc.

Chairperson of the Board
and President & Chief
Operating Officer, S.T.
Corporation

Board Brain (BB)
Outside Director

What is an Advisor?

The Company has establishedthe position of Advisor. The
Advisor is expected to give advice
to employees by using his/her
knowledge and experience basedon the achievements he/she has
accumulated at the Company.

Board Brain (BB)
Outside Director

Board Brain (BB)
Outside Director

Tetsuya Nakayama
Representative
Director and President

Board Brain (BB)?

At TRUSCO Nakayama, we call outside directors “Board Brains.” This alludes to ourhope that they will provide advice and support based on their abundant experienceand knowledge, and contribute to the Company’s development.

Division Heads

Atsushi Kazumi

Tatsuya Nakayama

Head of Corporate
Management Division,
Head of Digital
Strategy DivisionCorporate Management DivisionCorporate
Planning
Department

Personnel
Department

Atsushi Shimozu Tomoya Kita

Administration
Department

Mikio Adachi

Accounting
Department

Senior Executive Officer Scheduled to be appointed
Head of Product Division Director upon resolution at the60th Annual General Meetingof Shareholders to be held on
March 24, 2023

Digital Strategy Division
Information
Systems
Department

Product Division

DigitalPromotion
Department

Tokyo ProductDepartment

Osaka ProductDepartment

Overseas ProductDepartment

Sales Planning
Department / e-Business
Sales Department

Tetsuhiro Mori

Takayuki Kimura Atsuhiro Yamanaka

Fumiaki Matsubara Koshiro Aoyama Norihiro Higashi

Masashi Yamamoto

General Manager, General Manager, General Manager,
Administration
Corporate
Personnel
Department andPlanning
Department
Section Manager,
Department
Property Section

General Manager,
Accounting
Department

General Manager, General Manager,
Information
Digital Promotion
Systems
Department
Department

General Manager, General Manager, General Manager,
Tokyo Product
Osaka ProductOverseas ProductDepartment
Department
Department

General Manager,
Sales Planning
Department ande-Business Sales
Department

Corporate
Planning Section
Secretarial
Section
PR/IR Section
Sustainability
Promotion
Section(14 employees)

Accounting
SectionFinance Section(19 full-timeand 1 part-time
employees)

IT Planning
Section
SystemManagement
SectionInfrastructure/
Network
Management
Section
Data
Management
Section(38 employees)

Tokyo NB
Product Section
Tokyo PB
Product Section
PB Product
Design Section
Tokyo Supplier
Development
Section(49 employees)

Sales Planning
SectionNaojiro Section
MRO Stocker
Promotion
Section(10 employees)
Internet Sales
Tokyo
Internet SalesOsaka
MRO SupplyTokyo(59 full-timeand 3 part-time
employees)

Tokyo Management
Personnel
SectionSectionOsaka Management
HR Support
SectionSection
Property Section
Recruitment
TRUSCO Resort andSectionSpa Hakone
Human Resource Kyoto Kaguraoka
Rengetsuso
Development
TRUSCO Resort andSectionSpa Karuizawa
Healthcare(27 full-time and 12
Sectionpart-time employees)(23 employees)

Digital Promotion
SectionUX Platform
Development
Office(11 employees)

Trusco Nakayama Health
Insurance Association

Akiko TaniManager(2 temporarilytransferred
employees)(96 members in total)*(49 members in total)

Figures in parentheses ( ) indicate the numbers of employees as of January 1, 2023.
* The total number of employees at each Division includes the number of temporarily transferred employees.

28

Osaka NB Product Overseas
SectionPurchase Section
Osaka PB Product Germany OfficeSectionTaiwan Office
PB Quality
Thailand Office
Assurance Section (15 employees)
Stock Management
SectionOsaka Supplier
Development
Section
Product DB
Platform
Development Office
Orange Book
SectionOrange Book.com
SectionCustomer
Consulting Office(79 employees)(143 members in total)

General Meetingof Shareholders
Board of Corporate
Auditors
Board of Directors

Corporate Auditors

Corporate Auditor candidates

Representative
Director and PresidentInternal Auditing
Office (4 members)

Akira Takada

Sustainability
Committee

Hiroaki Imagawa

Full-time Corporate
AuditorFull-time Corporate
Auditor

Hiroho Kamakura

Part-time Corporate
Auditor candidate

Ken Hineno

Part-time Corporate
Auditor candidate

Scheduled to be appointed part-time Corporate
Auditors upon resolution at the 60th Annual General
Meeting of Shareholders to be held on March 24,
2023

He will retire as full-time Corporate
Auditor at the close of the 60th
Annual General Shareholders’Meeting to be held on March 24,
2023 and will assume the office of“Zentaku Advisor.”

Central Health and
Safety Committee

Yoritomo Wada

Part-time Corporate
AuditorDivision Heads

Kazuo Nakai

Hideki Naoyoshi

Director
Head of Sales Division

Director
Head of Distribution Division
and General Manager ofDistribution Safety Promotion
Department

Sales Division

Distribution Division
Head of Home
Center Sales
Department

Factory Sales Department

Kiyonori Unto

Yoshiki Kimura

Yutaka Yoneda

Toshiharu Sakai Masatoshi Fujita Shu Matsui

Overseas
Department

New

Distribution
SafetyPromotion
物流改革部
Department

Distribution Department

Masaya Okada Hideki Naoyoshi Masato Otani

Takanori Hirayama

General Manager, General Manager, General Manager, General Manager,
Factory Sales
Factory Sales
Factory Sales
Factory Sales
Department Kinki
Department East Department Tokyo Department
Metropolitan
Area
Chubu
Japan
Japan

General Manager, General Manager, General Manager,
Overseas
Factory Sales
Home Center
andDepartment West Sales Department Department
Manager, Overseas
Japan
Sales Section

General Manager,
Distribution
Reorganization
Department

General Manager,
Distribution
Department WestJapan

Sapporo,Hachinohe,
Sendai, Akita,
Koriyama, Mito,
Utsunomiya,
Isezaki, Niigata,
Niigata-kita,
Okaya, Ueda
(142 full-timeand 23 part-time
employees)

Yonago, Okayama,
HC Tokyo,Overseas Sales
Hiroshima,
Fukuoka, HC
SectionFukuyama, Ube,
Osaka, Okinawa* Liaison function
Shunan, Tokushima, * Including two
with overseas
branches underTakamatsu,
subsidiaries
concurrent post
Matsuyama,(6
employees)
at branches of
Fukuoka, Tosu,
the Factory Sales
Nagasaki,Department
Kumamoto, Oita,
Kagoshima, Okinawa (31 full-time(150 full-time and 27 and 1 part-timepart-time employees) employees)

Logistics
Distribution
P Hokkaido,
P Tokai, P Nagoya,
Planning Section Safety Promotion P Tohoku,
P Shiga, P Osaka,
Delivery
SectionP North Kanto,
P Kobe, P Sanyo,
Management(2 employees)
P Saitama,
P Kyushu
SectionP East Kanto,
HC West Japan
Logistics
P South Kanto, Distribution Center
Platform
Tokyo BUC
HC Kyushu Distribution
Development
HC East Japan
CenterOffice and P
Distribution
Okazaki STC
Aichi Preparation
CenterToyohashi STC
OfficeUtsunomiya STC East Osaka STC(14 employees)
Oyama STC
Sakai STC
Omiya STC
(scheduled to start(250 full-time and operation in May 2023)
570 part-time
Nara STC
employees)
Okayama STC
Takamatsu STC
Hakata STC(262 full-time and 600
part-time employees)

Kashima, Omiya, Toyama,
Ryuo, Kyoto,
Satte, Chiba,
Kanazawa, Fukui, Osaka, HigashiMatsudo, Tokyo, Hamamatsu,
Osaka, MinamiKeihin, Atsugi,
Nagoya,Osaka, Kobe,
Shizuoka, Fuji
Okazaki, Komaki, Himeji(152 full-time
Yokkaichi(116 full-timeand 33 part-time (118 full-timeand 7 part-time
employees)
and 26 part-time employees)
employees)

Naotsugu Kamijo

Distribution
Reorganization
Department*Overseas subsidiaries O fficer in charge at TRUSCO NAKAYAMA Corporation:
Kazuo Nakai
TRUSCO NAKAYAMA CORPORATION (THAILAND) LIMITED

PT.TRUSCO NAKAYAMA INDONESIA

Kazuaki Harada

Yohei Takuno

Representative Director and President

Representative Director and President

22 employees(3 temporarily transferred employees
and 19 local employees)
Director: Naotsugu Kamijo

21 employees(3 temporarily transferred employees
and 18 local employees)
Corporate Auditor: Naotsugu Kamijo(910 members in total)*

Head of Distribution
General Manager,
Division and General
Distribution
Manager of Distribution
Department East
Safety Promotion
Japan
Department(1,698 members in total)
P (Planet), BUC (Backup Center), and STC (Stock Center)are abbreviations for our distribution centers.

29

Reference Materials for
Shareholders’ Meeting

TRUSCO Skills Matrix

The Company has expressed the skills matrix of directors in a T-form as shown below by combining the necessary management
skills and the Open Judge System (OJS; 360-degree evaluation), which we have used for some time. The Company believes that themost important skill expected of Representative Director and President is the ability to propose management strategies, measures,and systems. For this reason, the Company discloses management strategies, measures, and systems proposed by the
Representative Director and President as a senior management executive who aims to manage the Company in an ingenious andoriginal manner. For directors and corporate auditors, in addition to the evaluation of their skills for 11 skill items based on theirexperience and track record, the Open Judge System (OJS;
360-degree evaluation), which has been firmly embedded in the
Company through many years of operation of the system, isOpen Judge System
Commonly used Skills
utilized to increase the fairness and objectivity of the evaluation.
(OJS; 360-degree
MatrixAs for the OJS on the Representative Director and President,
evaluation)
Main areas in which each person
voting results of shareholders who attended the annual
Objective evaluation fromhas experience/track record andshareholders’ meeting each year are disclosed as important
multiple perspectives
is expected to contribute
evaluation indicators (OJS on the President).

Executive Evaluation System Based on Open Judge System(OJS; 360-degree evaluation)

Candidate for executive director
Promotion

The Company has introduced an evaluation system that evaluates staff with executive posts of adepartment head or higher from multiple aspects. Voters (around 140 persons in the post of
Promotion
responsible person or higher) vote for each executive member based on the member’s daily attitude
toward work (4 points × 6 items: full score of 24 points). Promotion or demotion of the executive staff
member is decided based on the results of the votes as well as the member’s daily actions andremarks, judgment, problem-solving skills, etc.

Open Judge System (OJS; 360-degree evaluation) (4 points × 6 items: full score of 24 points)
Management skills

Originality andcreativity

Problem-solving
abilityCommunication
ability“Shushazentaku”(Fairness, equitability,and honesty)

3.1

3.1

2.4

3.2

3.4

3.1

18.4

3.2

2.9

3.1

3.0

3.0

2.8

18.0

2.9

2.7

2.6

3.0

2.9

2.9

16.9

3.2

2.9

2.9

3.1

3.1

3.2

18.4

Judgment grasping
the essence

Total(Year on year)→(-0.6)→(-1.4)→(-1.3)→(-1.0)

Demotion
Executive ofÿcer
Demotion
Department head

Directors and Senior
Executive Officers
Kazuo Nakai
Director & Head of Sales
Division

Atsushi Kazumi
Director & Head of Corporate
Management Division, Head of Digital
Strategy Department

Hideki Naoyoshi
Director & Head of Distribution
Division, Head of Distribution Safety
Promotion Department

Tatsuya Nakayama New
Senior Executive Officer &Head of Product Division

Kenichi Saito
Outside Director

Kuniaki Hagihara

Outside directors are not subject to OJS.

Outside Director

Takako Suzuki
Outside Director
Sense ofmanagement andforesight

3.0

2.9

2.9

2.7

2.9

2.6

Communication
ability“Shushazentaku”(Fairness, equitability,and honesty)

2.7

3.0

3.0

17.4

2.7

2.7

2.4

15.9

Objectivity, neutrality, Pointing out problems
common sense, andand proposing
knowledge
improvements

Total(Year on year)→

Compliance(-0.7)

Corporate Auditors
Akira Takada
Full-time Corporate Auditor

Hiroaki Imagawa
Full-time Corporate Auditor

Hiroho Kamakura
Part-time Corporate Auditor

Part-time corporate auditors are not subject to OJS.

Yoritomo Wada New
Part-time Corporate Auditor

Ken Hineno

New

Part-time Corporate Auditor

30Compositionof officers* As of December
31, 2022

1. Composition of directors

2. Composition of corporate auditors

3. Percentage of female officers
FemaleOutsideInternal
Percentage
of outside
directors

Outside43％

Internal directors

4Outside directors 3
There will be ÿve internal directors
and three outside directors after
resolution at the 60th Annual
Shareholders’ Meeting.

Percentage
of outside
corporate
auditors

67％

1
2

There will be one internal corporate
auditor and three outside corporate
auditors after resolution at the 60th
Annual Shareholders’ Meeting.

OutsideRepresentative Director andPresidentInternal corporate
auditors
Outside corporate
auditors

Percentage
of femaleofÿcers

10％

Female

1

Male

9

Male

There will be one female ofÿcer
and 11 male ofÿcers after
resolution at the 60th Annual
Shareholders’ Meeting.

OJS on the President

Tetsuya Nakayama

Attendees of the 60th Annual Shareholders’ Meeting

Approval rate

Valid votes

Affirmative votes

Representative Director andPresident

121

97.5％

118

115

Management strategies, measures and systems proposed by Nakayama, Representative Director and President
Totally eliminating negotiable instruments, having assets on our own (inventories, real estate, vehicles), decisive management, logistics enhancement strategy, inventory building
measures, measures to expand direct delivery to users, AI-based quotation system, unifying PBs as TRUSCO, name change to Orange Book, adopting the number of inventory items
and inventory shipping rate as KPIs, MRO Stocker, performance-based dividend policy, free-choice type shareholder incentive program, proposing TRUSCO Unknown Gulliver, yearround stocking of seasonal products, closing Nara Factory, DOTKUL, Face Phone that allows for communication with TRUSCO at any time, ICHIOSHI Catalogue, COCOMITE, Orange
Book Jr., product request advertisement, Yattemasen List, stocking “difficult-to-deliver p oducts,” OJS (Open Judge System), staff registry that includes face photos, Orange Doctor
Examination, wine seminars, childcare leave program (3 years), vacation condominiums and sanatoriums for employees, prohibiting non-regular employment of heads of household
as a general rule, establishing Healthcare Section, annual payment of retirement allowance, establishing Trusco Nakayama Health Insurance Association, establishing Marine Club,
donation to Peshawar-kai, supporting Osaka Lovvits (women’s handball team), establishing The Nakayama Visual Welfare Foundation, paid leave accumulation bank program, partial
lifting of restrictions on PRO TOOL, enhancement of the childcare leave program for men, infertility treatment leave program, and visualization of delivery lead times(In 2022) Niawase (cargo matching), enhancement of direct delivery to users, EV and carbon neutral catalogue, environmental leaflet for individuals, p ovision of life-support extraordinary
bonus, adjustment of company holidays to calendar holidays* Believing that the most important skill expected of Representative Director and President is the ability to formulate management strategies, measures, and systems, the Company discloses these skills.

Main areas in which each person has experience/track record
Corporate
management

Sales
Marketing

Product
development

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

Corporate
management

Sales
Marketing

Product
development

Logistics

Catalogue media●●

Finance/accounting

Personnel affairs
Human resources
development

●

●

●

●

●
●

●

●

●

●

Legal affairs
Riskmanagement

ESG
Sustainability

Global business

●

●

●

●

●

●

●

●

IT/digital●●●
Logistics

Catalogue media●●

Finance/accounting

Personnel affairs
Human resources
development

IT/digital

●

●

●

●

●

●

Legal affairs
Riskmanagement

ESG
Sustainability

Global business

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

31

Proposal
No. 1
Candidate No.

1

なか* The candidates on

p32-37 have no special interest in the Company.

Election of Eight (8) Directors
The terms of office of all seven (7) directors will expire at the closing of the Meeting. Therefore, we would like to ask for yourapproval on adding one director for the purpose of further enhancing the management structure and appointing a total of eight
directors. The director candidates are as below.

Direct delivery by wholesalers willsave the EarthRe-appointment
Internal

やま

てつ

や

The work of wholesalers is to deliver commodities to theircustomers while the work of dealers is to deliver them to users.
Because of this common sense, duplicated operations of ordertaking, packaging, and shipment have been ongoing around theworld. Drugs should be delivered to patients, not pharmacies.
We will challenge the common sense to make direct delivery tousers a common practice.

中山 哲 也Tetsuya Nakayama

Candidate’s profile
Date of birth
December 24, 1958 (64 years old)With the Company
41 years and 11 months
No. of Company shares held
60,900Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
Mr. Nakayama has been nominated as a director candidate, taking into
consideration the results of the OJS on the President, which is a voteby shareholders who attended the previous (59th) Annual Shareholders’ Meeting, as well as management strategies, measures, andsystems invented by him as Representative Director and President, as
important benchmarks.
No. of attendees

Approval rate

121

97.5％

No. of valid votes* Affirmative vote

118

115

* The number of valid votes does not include shareholders who did not vote on
the day of the Meeting (abstention) or those whose vote contents could not be
determined (invalid).

Candidate No.

2

なかInternal
かず

おJoined the Company
Director
Managing Director
Representative Director and Senior Managing
Director
December 1994 Representative Director and President (present)(Reference) The Company’s shares held by related parties of
Tetsuya Nakamura, Representative Director and President
The Nakayama Visual Welfare Foundation (President)
4,350,000 shares
NS Holdings Corporation (Corporate Auditor)
7,918,632 shares
NR Holdings Corporation (Corporate Auditor)
2,358,488 shares
NF Holdings Corporation (Representative Director and President)
2,000,000 shares

Demand for consideration to environment-friendliness has been
growing year by year from various customers mainly in the manufacturing industry, which is affecting significantly our business. Aiming to beof some help to our customers, we will work to improve convenience ofour customers and help solve social issues by correctly identifying theneeds of society and employing our unique resources and services.

中井 一雄

Kazuo Nakai

Candidate’s profile
Date of birthWith the Company
No. of Company shares held
Attendance at Board of Directors’ meeting

March 1981
October 1984
December 1987
December 1991

Hoping to respond to customer
demand at any time

Re-appointment

いBrief biography, status, responsibilities,
and important concurrent posts

July 7, 1969 (53 years old)
29 years and 11 months
5,800
90% (9/10 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Division, Distribution Division, and Corporate Management
Division. Based on the results of the OJS vote, as well as his efforts at
the Sales Division during the 60th period, he is expected to continue tocontribute to swift and bold decision-making toward improvement ofsustainable corporate value of the Company. Therefore, he has been
nominated as a director candidate.

Brief biography, status, responsibilities,
and important concurrent posts
April 1993
April 2002
April 2004
April 2008
October 2008
April 2013
January 2017
January 2019
March 2019
October 2020

January 2021
January 2022

32

Joined the Company
Head of NC Niigata Sales Offic
HC Osaka Branch Manager
Head of Human Resources Section
Head of Human Resources Section & Healthcare
SectionHead of Corporate Planning Department
Executive Officer & Head of Corporate Planning
Department
Executive Officer & Head of Corporate
Management Division
Director & Head of Corporate Management Division
Director & Head of Sales Division
Executive in charge of TRUSCO Nakayama
Corporation (Thailand) Limited (present)
Executive in charge of PT. TRUSCO NakayamaIndonesia (present)
Director & Head of Sales Division, Head of Home
Center Sales Department & Distribution Department
Director & Head of Sales Division (present)Election ofEight (8) Directors

Candidate No.

3

かず

Re-appointment
Internal

み

あつし

数見

篤

Atsushi Kazumi

Candidate’s profile
Date of birth
September 10, 1970 (52 years old)With the Company
29 years and 11 months
No. of Company shares held
5,800
Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Division, Digital Strategy Department, and Corporate Management Division. Based on the results of the OJS vote, as well as his
efforts at the Corporate Management Division and Digital Strategy
Department during the 60th period, he is expected to continue tocontribute to swift and bold decision-making toward improvement ofsustainable corporate value of the Company. Therefore, he has been
nominated as a director candidate.

Value our feelings and actions forfurther growth
The future of TRUSCO. A company filled with dream and hope,
where many employees are working with full of motivation andsatisfaction, always relied on by customers and needed by society.
There are so many things to do to become such a company. Look at
the problems and realities of worksites, and solve each problem
carefully and quickly. Digital and AI are just tools and means. We
should value feelings and actions of people.

Brief biography, status, responsibilities,
and important concurrent posts
April 1993
April 2001
November 2002
April 2006
October 2010
October 2013
April 2014
January 2017
July 2017
January 2019
March 2019
October 2020
January 2021

Candidate No.

4

なお

Re-appointment
Internal

よし

ひで

き

直吉 秀樹

Hideki Naoyoshi

Candidate’s profile
Date of birth
December 7, 1971 (51 years old)With the Company
28 years and 11 months
No. of Company shares held
4,800
Attendance at Board of Directors’ meeting
100% (10/10 meetings)

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Division, Digital Strategy Department, Corporate Management
Division, and Distribution Division. Based on the results of the OJS
vote, as well as his efforts at the Distribution Division during the 60th
period, he is expected to continue to contribute to swift and bolddecision-making toward improvement of sustainable corporate value of
the Company. Therefore, he has been nominated as a director
candidate.

Joined the Company
Head of Tsuchiura Sales Offic
Head of Kanazawa Sales Offic
Osaka Branch Manager
Head of Catalog/Media Section & Head of
Dottokuru Section
Head of e-Commerce Sales Department
Head of e-Business Sales Department
Executive Officer & Head of e-Business Sales
Department in charge of Mail Order
Executive Officer & Head of Information Systems Departmen
Executive Officer & Head of Information Systems Divisio
Director & Head of Information Systems Division
Director & Head of Corporate Management
Division, Head of Digital Strategy Department,
Head of Digital Promotion Department
Director & Head of Corporate Management Division,
Head of Digital Strategy Department (present)

Capabilities to support Japanese
MONODZUKURI
Are we making our utmost efforts to satisfy customer expectations?
Are we making effective use of over 560,000 items in stock to offer
unique convenience? Are we devoting all-out efforts to solving
problems? With the pleasure and appreciation for the opportunity tocooperate with everyone in achieving our vision, I will engage in mywork, make ceaseless efforts to tackle any challenge, and endeavor
to strengthen the corporate functions with a strong determination togo through with till the end.

Brief biography, status, responsibilities,
and important concurrent posts
April 1994
October 2003
April 2007
October 2010
October 2011
February 2013
January 2017
July 2017
March 2019
March 2021
April 2021
January 2023

Joined the Company
Head of Amagasaki Sales Offic
Head of Kokura Sales Offic
Head of Corporate Auditors’ Offic
Head of Corporate Planning Section
Head of Information Systems Department
Executive Officer & Head of Information Systems
Department
Executive Officer & Head of Distribution Divisio
Director & Head of Distribution Division
Director & Head of Product Division, Head ofDistribution Division
Director & Head of Distribution Division
Director & Head of Distribution Division, Head ofDistribution Safety Promotion Department (present)

33

Proposal
No. 1
Candidate No.

5

なかElection of Eight (8) Directors

Create new “differences”

New
Internal

やまたつThe Company has established unique convenience mainly in thefields of inventory, distribution, and digital tools. This is because
the Company discovered the importance of such conveniencefrom early on, and has believed and continuously enhanced it.
Our greatest mission now is to hone the capabilities to create“differences” in such fields as data and AI and develop them into
TRUSCO’s unique systems. I will challenge this mission with all
the employees.

や中山 達 也Tatsuya Nakayama

Candidate’s profile
Date of birthWith the Company
No. of Company shares held

August 4, 1985 (37 years old)
10 years
3,200

Reason for nomination as a director candidate
The candidate has extensive business experience through working for
Sales Division, Product Division, and Corporate Management Division.
Based on the results of the OJS vote, as well as his efforts at theProduct Division during the 60th period, he is expected to continue tocontribute to swift and bold decision-making toward improvement ofsustainable corporate value of the Company. Therefore, he has been
nominated as a director candidate.

Candidate No.

6

さい

Re-appointment
Outside

とう

けん

いち

齋藤 顕一

Kenichi Saito

Candidate’s profile
Date of birth
November 15, 1949 (73 years old)
No. of Company shares held
3,500
Attendance at Board of Directors’ meeting
90% (9/10 meetings)
Years of service (at the closing of the Meeting)
7 years

Reason for nomination as an outside director
candidate and outline of expected roles
Mr. Kenichi Saito has experience in a company that conducts
business globally and has founded a management consulting
firm. He has been nominated as a candidate for outside director
for fair and objective guidance toward sustainable growth of theCompany and continuous improvement of its corporate value,as expected of him, based on his experience, and knowledge asa management professional.

Notes concerning outside director candidates(1) On independence
Mr. Kenichi Saito, Mr. Kuniaki Hagihara, and Ms. Takako Suzuki are outside
director candidates as set forth in Item 7, Paragraph 3, Article 2 of the Ordinancefor Enforcement of the Companies Act and fulfill the Company’s outside director
appointment criteria. They also fulfill the requirements for independence
stipulated by the Tokyo Stock Exchange as well as the independence criteria foroutside officers stipulated by the Company. We have filed Mr. Kenichi Saito, Mr.
Kuniaki Hagihara, and Ms. Takako Suzuki as independent officers with the Tokyo
Stock Exchange.
(2) On the contract for limitation of liability
In order to acquire personnel who would become outside officers and to secure

34

Brief biography, status, responsibilities,
and important concurrent posts
April 2013
January 2018

Joined the Company
Branch Office Manage , Internet Sales Tokyo
Branch Division 1
September 2019 Head of Corporate Planning Department andAccounting Department
April 2021
Senior Executive Officer & Head of P oduct
Division (present)

Think about the “ability to think”
What is the ability to think? It is not the ability to use knowledge
nor get accustomed. Of course it is not the ability to speak ingeneral terms. I think it should be the ability, based on altruism,
to read the implications of many facts and create the mostappropriate methods to make your company or society better.
This year, I will continue to hone my “ability to think” to makegreater contribution.

Brief biography, status, and important concurrent posts
April 1975
January 1996
March 2016
October 2017

Joined McKinsey & Company
Founded ForeSight & Company
President (present)
Outside Director of the Company (present)
Founded the Society for Problem-Solving
Proficienc
Representative Director of the Society for
Problem-Solving Proficiency (p esent)

Criteria for appointment of outside directors and criteria for independenceof outside officers ▶
P37

their effectiveness, we have concluded a contract for limitation of liability with Mr.
Kenichi Saito, Mr. Kuniaki Hagihara, and Ms. Takako Suzuki with the amount oflimited liability being the minimum total liability amount as prescribed in
Paragraph 1, Article 425 of the Companies Act. If their re-appointments areapproved, we are planning to continue the above contract for limitation of liability.
(3) On special interest in the Company
Mr. Kenichi Saito is the Representative Director of ForeSight & Company, whosebusiness with the Company accounts for less than 1% of the Company’s
consolidated net sales. Therefore, there is no important business or otherrelationship between the two companies. Mr. Saito also serves as Representative Director of the Society for Problem-Solving Proficiency, with whom theCompany has no business or other relationship, and there is no special interest
that will hinder or pose a problem in Mr. Saito’s execution of his duties as anElection ofEight (8) Directors

Candidate No.

7

はぎ

Re-appointment
Outside

はら

くに

あき

萩原 邦章

Kuniaki Hagihara

Candidate’s profile
Date of birthAugust 19, 1953 (69 years old)
No. of Company shares held
3,500
Attendance at Board of Directors’ meeting
100% (10/10 meetings)
Years of service (at the closing of the Meeting)
7 years

Reason for nomination as an outside director
candidate and outline of expected roles
Mr. Kuniaki Hagihara has been nominated as a candidate foroutside director for his abundant experience and broad
knowledge as a manager in manufacturing, as well as his
expected contribution to swift and bold decision-making by the
management, in addition to supervisory functions and advice
from a shareholder’s/investor’s perspective toward sustainablegrowth of the Company and continuous improvement of its
corporate value.

Candidate No.

8

すず

き

Working to provide essential advice
to support the reason for existence
Each company has its mission to continue in existence. The
primary mission is to provide convenience for customers, which
is useful for society and people. By continuing to provide theconvenience, the Company can have the reason for its existence.
I will continue to provide essential and reasonable advice tosupport the Company’s mission of “strengthening international
competitiveness of the Japanese manufacturing sector.”

Brief biography, status, and important concurrent posts
March 1976
December 1984
January 2010
January 2016
March 2016
June 2018
June 2020
October 2021
January 2022
December 2022
January 2023

Joined Hagihara Industries Inc.
President of Hagihara Industries Inc.
President & CEO of Hagihara Industries Inc.
Chairman of Hagihara Industries Inc.
Outside Director of the Company (present)
President of Toyo Heisei Polymer Co., Ltd.
Outside Director, Wavelock Holdings Co., Ltd. (present)
Chairman, Toyo Heisei Polymer Co., Ltd.
Chairman, Hagihara Industries Inc.
Senior Advisor, Toyo Heisei Polymer Co., Ltd. (present)
Senior Advisor, Hagihara Industries Inc. (present)

Criteria for appointment of outside directors and criteria for independenceof outside officers ▶
P37

Re-appointment

Adding value with distribution processes

OutsideAs the president of a consumer goods manufacturer, I always
think about the method to deliver products to end users without
losing their product value. The Company aims for DX inadvanced logistics, a model that may achieve value improvement in the distribution stage, which cannot be achieved by the
manufacturer alone. I will offer proposals for building anext-generation distribution platform from the perspectives ofboth a manufacturer and user.

たか

こ

鈴木 貴子

Takako Suzuki

Candidate’s profile
Date of birth
March 5, 1962 (61 years old)
No. of Company shares held
2,500
Attendance at Board of Directors’ meeting
100% (10/10 meetings)
Years of service (at the closing of the Meeting)
3 years

Reason for nomination as an outside director
candidate and outline of expected roles
Ms. Takako Suzuki has been nominated as a candidate foroutside director for her abundant experience and broad
knowledge as of corporate management, as well as her
expected contribution to swift and bold decision-making by the
management, in addition to supervisory functions and advice
from a shareholder’s/investor’s perspective toward sustainablegrowth of the Company.
outside director.
Hagihara Industries Inc., of which Mr. Hagihara is the Chairman, and the Company have a 28-year business relationship. However, our procurement from
Hagihara Industries accounts for less than 1% of our total procurement byamount (less than 3% of the consolidated net sales of said company). Innovex
Co., Ltd., a subsidiary of Wavelock Holdings Co., Ltd., of which Mr. Hagihara is
Outside Director, and the Company have an approximately 21-year business
relationship. However, our procurement from said subsidiary accounts for lessthan 1% of our total procurement by amount (less than 1% of the consolidated
net sales of said company). In addition, there is no business relationship between
Toyo Heisei Polymer Co., Ltd., of which Mr. Hagihara is the Advisor, and theCompany, and no special interest that will hinder or pose a problem in Mr.
Hagihara’s execution of his duties as an outside director.

Brief biography, status, and important concurrent posts
April 1984
August 2001

Joined Nissan Motor Co., Ltd.
Joined LVJ Group Co., Ltd. (currently Louis
Vuitton Japan Co., Ltd.)
April 2009
Representative Director, Chardin Co., Ltd.
January 2010
Joined S.T. Corporation
April 2013
President & Chief Operating Officer of S. . Corporation
May 2013
Director, Chardin Co., Ltd. (present)
March 2020
Outside Director of the Company (present)
June 2021
Chairperson of the Board and President & Chief
Operating Officer of S. . Corporation (present)
September 2022 External Director of King Jim Co., Ltd. (present)
Criteria for appointment of outside directors and criteria for independenceof outside officers ▶
P37
S.T. Corporation, of which Ms. Takako Suzuki is the Chairperson of the Boardand the President & Chief Operating Officer, has no direct business relationshipwith the Company, but has an approximately 16-year business relationship with
the Company through its subsidiary S.T. PRO Co., Ltd. Our procurement fromsaid subsidiary accounts for less than 1% of our total procurement by amount(less than 1% of the consolidated net sales of said company). King Jim Co., Ltd.,of which Ms. Suzuki is External Director, and the Company have a 21-yearbusiness relationship. However, our procurement from King Jim Co., Ltd.
accounts for less than 1% of our total procurement by amount (less than 1% of
the consolidated net sales of said company). In addition, there is no business
relationship between Chardin Co., Ltd., of which Ms. Suzuki is Outside Director,
and the Company, and no special interest that will hinder or pose a problem in
Ms. Suzuki’s execution of her duties as an outside director.

35

Proposal
No. 2

Election of Two (2) Corporate Auditors
Corporate Auditor Akira Takada will resign at the closing of the Meeting. Therefore, we would like to ask for your approval on
adding one corporate auditor to enhance the audit structure and appointing a total of two new corporate auditors. This
proposal has obtained the consent of the Board of Auditors. The corporate auditor candidates are described below:

Candidate No.

1わDuties of a corporate auditor

New
Part-time Outsude

だより

One of the duties of a corporate auditor is to check whether

とも

和田 頼 知on important matters of the company. And the points to bechecked include that the discussions are held from a perspective of long-term development and that decisions are not risky.
But I should also be careful not to be too cautious. I would liketo utilize my 45 years of experience as an accountant for thiscompany.

Yoritomo Wada

Date of birth
No. of Company shares held

October 23, 1955 (67 years old)
0

Reason for nomination as an outside corporate auditor
Mr. Yoritomo Wada has extensive knowledge and deep insight in corporate management,
as well as professional expertise in accounting, based on his many years of experience

Brief biography, status, and important concurrent
posts
April 1978

Joined Tohmatsu Aoki & Co. (now Deloitte
Touche Tohmatsu LLC)

June 1996

Partner, Tohmatsu Audit Firm (now Deloitte
Touche Tohmatsu LLC)
Part-time Corporate Auditor, Nippon ShokubaiCo., Ltd.
Part-time Audit and Supervisory Board Member,Sekisui House, Ltd. (present)

other companies. With such expertise and insight, he is expected to provide neutral andfair opinions concerning the Company’s business management from an objective
standpoint as a part-time corporate auditor and to be able to execute his duties as an
outside corporate auditor. Therefore, we would like to ask for his appointment. Although
Mr. Wada has never been involved in corporate management in any other manner thanserving as an outside corporate auditor, he has been judged to be able to properly
execute his duties as our outside corporate auditor due to the reasons above.

April, 2020

Candidate No.

Aiming to protect corporate value

2

ひ

New
Part-time Outsude

ねのThere are always changes in our business environment, such asadvancement of technologies and changes in business practices. The Company has created its corporate value by implementing innovative initiatives in advance of such changes. However,new initiatives are always associated with risks. I would like toけん

日根 野 健Ken Hineno

Date of birth
No. of Company shares held

June 2019

properly address such risks, thereby protecting its corporate
value.
August 23, 1979 (43 years old)
10.000Brief biography, status, and important concurrent
posts
October 2003

Joined Tohmatsu Audit Firm (now Deloitte
Touche Tohmatsu LLC)

Mr. Ken Hineno has extensive knowledge and deep insight in corporate
management, as well as professional expertise in accounting, based on his

August 2007

Representative Director, Actionlearning Co., Ltd.
(present)

manager. He is expected to provide neutral and fair opinions concerning theCompany’s business management from an objective standpoint as apart-time corporate auditor and to be able to execute his duties as an outside
corporate auditor. Therefore, we would like to ask for his appointment.

December 2019 Representative Partner, Hineno Accounting

Reason for nomination as an outside corporate auditor

Notes concerning the outside corporate auditor candidates(1) On independence
Mr. Yoritomo Wada and Mr. Ken Hineno are outside corporate auditor candidates as set
forth in Item 8, Paragraph 3, Article 2 of the Ordinance for Enforcement of the Companies
See37(2) On the contract for limitation of liability
If appointments of Mr. Yoritomo Wada and Mr. Ken Hineno are approved, in order to
we are planning to conclude a contract for limitation of liability with them with the amountof limited liability being the minimum total liability amount as prescribed in Paragraph 1,
Article 425 of the Companies Act if their appointments are approved.
(3) On special interest in the Company
Mr. Yoritomo Wada has experience working at Deloitte Touche Tohmatsu LLC, which isthe accounting auditor of the Company, but he left the job three years and nine months
ago. In addition, there is no business relationship between Nippon Shokubai Co., Ltd. or
Sekisui House, Ltd., of which Mr. Wada is a part-time corporate auditor, and theCompany, and there is no special interest that will hinder or affect decision-making
between the Company and the two companies in Mr. Wada’s execution of his duties asa part-time corporate auditor.
Mr. Ken Hineno has experience working at Deloitte Touche Tohmatsu LLC, which is theaccounting auditor of the Company, but he left the job 15 years and eight months ago.

36

Mr. Hineno is also the Representative Director of Actionlearning Co., Ltd., whosebusiness with the Company accounts for less than 1% of the Company’s consolidated
net sales. Therefore, there is no important business or other relationship between the two
representative, and the Company, and there is no special interest that will hinder or affectdecision-making between the Company and the two companies in Mr. Hineno’s
execution of his duties as a part-time corporate auditor.

Notes concerning the candidates for Proposal No. 1 and Proposal No. 2
Directors Tetsuya Nakayama, Kazuo Nakai, Atsushi Kazumi, Hideki Naoyoshi, Kenichi
Saito, Kuniaki Hagihara, and Takako Suzuki; Director candidate Tatsuya Nakayama; andCorporate Auditor candidates Yoritomo Wada and Ken Hineno are scheduled to renew their
Liability Insurance Agreement covering as insured persons the directors, corporate auditors,
compensates for any litigation costs and damages arising from non-derivative actions,shareholder derivative actions, and corporate actions that are borne by the insured persons
in executing their duties, provided that they have executed their duties in good faith orwithout violating laws and regulations. (However, measures are taken to ensure that theappropriateness of the execution of duties by the insured persons will not be undermined by
excluding from the coverage any damage, etc. to those insured persons who have engaged
in any criminal offence or intentional act of violating laws and regulations.)

Proposal
No. 3

CandidateのElection of One (1) Substitute Corporate Auditor

Since the validity of the current appointment of the substitute corporate auditor is until the start of the Meeting, we would like to ask ourshareholders to appoint one (1) substitute corporate auditor in case the Company lacks the quorum of corporate auditors as stipulated in laws
and regulations. This proposal has obtained the consent of the Board of Auditors. The substitute corporate auditor candidate is described below:

Notes concerning the substitute outside corporate auditor candidate

Outsude

むら

こう

へい

野村 公平

Kohei Nomura

Candidate’s profile
Date of birth
No. of Company shares held

May 12, 1948 (74 years old)
870

Reason for nomination as a substitute outside corporate auditor
He has professional expertise and experience as a lawyer. He also has
excellent track record in corporate law. Therefore, we have determinedthat he would be able to appropriately execute his duties as an outside
corporate auditor, and we would like to ask for his appointment.
* Nomura Law Office Location: Kita-ku, Osaka
Abiding by the motto “There is no case that cannot be solved,” the law officeaccepts requests from a broad range of clients, including companies, groups, andindividuals, and handles cases in various fields from corporate law, including theCompanies Act and financial legislations, to general civil cases and criminal cases.

Criteria for Appointment of Outside Officers
For the appointment of outside directors and outside corporate auditors, Trusco Nakayama
Corporation (hereinafter referred to as the "Company") sets out the following criteria.
1. Criteria for the Appointment of Outside Directors
The Company appoints outside directors from among those fulfilling the conditions set out
below.
(1) Candidates shall be able to contribute to the continuous growth and improvement of
the corporate value of the Company and shall have extensive knowledge and sufficientexperience of business management.
(2) Candidates shall be subject to none of the grounds for disqualification as a director set
out in the items of Paragraph 1, Article 331 of the Companies Act.
(3) Candidates shall fulfill the requirements for an outside director set out in Item 15, Article
2 of the Companies Act.
2. Criteria for the Appointment of Outside Corporate Auditors
The Company appoints outside corporate auditors from among those fulfilling theconditions set out below.
(1) Candidates shall have knowledge in fields such as law, finance, accounting, corporate
governance and the like and shall be able to contribute to the improvement ofcorporate value from a neutral and fair standpoint.
(2) Candidates shall be subject to none of the grounds for disqualification as a corporate
auditor set out in Paragraph 1, Article 335 of the Companies Act.
(3) Candidates shall fulfill the requirements for an outside corporate auditor set out in Item
16, Article 2 of the Companies Act.

Message from the Retiring Corporate Auditor(1) Mr. Kohei Nomura has concluded an advisory contract with the Company.
(2) Mr. Kohei Nomura is a substitute outside corporate auditor candidate and fulÿlls the requirementsfor outside corporate auditor candidates as set forth in Item 8, Paragraph 3, Article 2 of theOrdinance for Enforcement of the Companies Act.
(3) If Mr. Kohei Nomura is appointed as an outside corporate auditor, we are planning to conclude acontract for limitation of liability, with the amount of limited liability being the minimum total liability
amount as prescribed in Paragraph 1, Article 425 of the Companies Act in order to acquire
personnel who will become outside ofÿcers and secure their effectiveness.
(4) Although Mr. Kohei Nomura belongs to Nomura Law Ofÿce, with which the Company has business
relations through an advisory contract, the advisory fee is extremely small. ALINCO Incorporated, of
which Mr. Nomura is Outside Director, and the Company have a 17-year business relationship.
However, our procurement from ALINCO Incorporated accounts for less than 1% of our total
procurement by amount (less than 2% of the consolidated net sales of said company). In addition,
there is no business relationship between MK System Corporation and Suminoe Textile Co., Ltd.,of which Mr. Nomura is Outside Director, JTEC Corporation, of which Mr. Nomura is Outside
Corporate Auditor, and the Company, and no special interest that will hinder or pose a problem in
Mr. Nomura’s execution of his duties as an outside corporate auditor. Therefore, we are planning toÿle him as an independent ofÿcer with the Tokyo Stock Exchange if his appointment is approved.

Brief biography, status, and important concurrent posts
April 1975
April 1977

Registered as a lawyer (Osaka Bar Association)
Established Nishikawa & Nomura Law Office(now Nomura Law Office)June 2004
Outside Corporate Auditor, ALINCO Incorporated
February 2007 Outside Corporate Auditor, MK System Corporation
Outside Director, MK System Corporation (present)
June 2015
September 2015 Outside Corporate Auditor, JTEC Corporation (present)
June 2016
Outside Director (Audit & Supervisory Committee
Member), ALINCO Incorporated (present)
August 2018
Outside Director, Suminoe Textile Co., Ltd. (present)

Criteria for the Independence of Outside Officers
The Company has set out the criteria for independence as below and deems that an outside
officer is independent if none of the criteria applies thereto.
(1) A major shareholder of the Company (holding 10% or more of the total voting rights in
the Company at the end of the most recent fiscal year), or an individual who serves as a
key employee such as a director, corporate auditor, executive officer, manager, or any
other post higher than department head (hereinafter referred to as "Director, etc.") in an
entity that is a major shareholder of the Company(2) A director, etc., of a corporation or the like of which the Company is a major business
partner (with annual business exceeding 5% of consolidated net sales)(3) A director, etc., of a corporation or the like that is a major business partner of theCompany (with annual business exceeding 5% of consolidated net sales)(4) A director, etc., of a corporation or the like that is a major lender to the Company (theCompany borrows more than 2% of its total assets from the lender)(5) An accounting auditor of the Company or its subsidiary, or an individual who is
responsible for auditing the Company or its subsidiary as an employee at the accounting
auditor(6) A relative within the third degree of kinship or closer of an individual described in any of
the items (1) to (5) above(7) A relative within the third degree of kinship or closer of an officer, executive officer, or key
employee in a post higher than department head of the Company or its subsidiary(8) An individual to whom any of the items (1) to (7) above has applied within the last three
years

Full-time Corporate Auditor
たかだ

あきら

髙田 明
Akira Takada

Date of birthJanuary 3, 1958 (65 years old)
No. of Company shares held
2.000
Years of service (at the closing of the Meeting)
5 years
Full-time Corporate Auditor Akira Takada will retire at the closing of the
Meeting as he reaches the mandatory retirement age for corporate officers
and will assume the office of “Zentaku Advisor.”

Message to shareholders
I was appointed Outside Corporate Auditor at the annual shareholders’meeting in March 2018. In just five years since then, the Company haschanged significantl . And I think the speed of reform will increase year
by year. Now, I have renewed my determination to contribute to further
development of the Company as a “Zentaku Advisor.” I would appreciate your continued support.

Zentaku Advisor is
A position placed within the Corporate Management Division for the
purpose of supporting problem-solving in the Company’s business
operations as a whole and guiding the Company in a good direction.

Brief biography
April 1981
Joined Nomura Securities Co., Ltd.
December 2001 Head of IB Consulting Office of Nomura
Securities Co., Ltd.
March 2009Managing Director, IB Business Development
Department of Nomura Securities Co., Ltd.
April 2012
Director, Nomura Investor Relations Co., Ltd.
April 2015
Advisor, Nomura Investor Relations Co., Ltd.
March 2018
Full-time Corporate Auditor of the Company (present)

37

Introduction of
Corporate Auditors
Internal
Full-time
いま

がわ

ひろ

あき

今川 裕 章

Hiroaki Imagawa

Candidate’s profile
Date of birthJanuary 22, 1963 (60 years old)With the Company
36 years and 11 months
No. of Company shares held
20.000Attendance at Board of Directors’ meeting
100% (9/9 meetings)
Attendance at Board of Auditors’ meeting
100% (11/11 meetings)
Years of service (at the closing of the Meeting)
1 yearCorporate Auditor Hiroaki Imagawa was appointed at the 59th Annual Shareholders’Meeting held on March 18, 2022, and therefore the numbers of meetings of the Board of
Directors and the Board of Auditors are different from those of the other corporate auditors.

Evaluation as Corporate Auditor
Mr. Hiroaki Imagawa has extensive experience in serving as a senior
executive for many years, as well as thorough knowledge of theCompany’s business in general. Based on his knowledge and insightand from an objective standpoint as an outside corporate auditor, Mr.
Imagawa works to ensure the validity and appropriateness ofdecision-making by the Board of Directors and thus properly executes
his duties as an outside corporate auditor.

Initiatives in the 60th period
Mr. Imagawa attended the meetings of the Board of Auditors and otherimportant meetings, where he pointed out problems in business
operations and presented solutions by utilizing his long years of experience inbusiness practice beyond the framework of a corporate auditor. In terms ofrisk management, he provided opinions on incidents for which specificPart-time
くら

ひろ

ほ

鎌倉 寛保

Hiroho Kamakura

ProfileDate of birthJanuary 27, 1947 (76 years old)
No. of Company shares held
4.800
Attendance at Board of Directors’ meeting
60% (6/10 meetings)
Attendance at Board of Auditors’ meeting
60% (9/15 meetings)
Years of service (at the closing of the Meeting) 10 years and 8 months

Evaluation as Corporate Auditor
Mr. Hiroho Kamakura provides neutral and fair opinions on the
Company's management and appropriately executes his duties as an
outside corporate auditor based on his knowledge and insight and froman objective standpoint as an outside corporate auditor in addition tohis broad knowledge and deep insight in corporate management
gained through his long experience as a certified public accountant aswell as his professional knowledge of accounting.

Initiatives in the 60th period
Mr. Hiroho Kamakura provided opinions on the overall management policy,
etc., at Board of Directors' and Board of Corporate Auditors' meetings
based on his experience as a certified public accountant who has been

38

Supporting sustainability management
As the social environment is dynamically changing, the situation
where there are both challenges and opportunities will continue forthe time being. Management decisions are required to be madebased on sustainable ideas, and our new task is to maintainsustainability in environment, social, and economic perspectives.
Following the spirit of “Shushazentaku,” we will contribute to ourcustomers through business activities and make efforts to create amore reliable company.

Brief biography, status, and important concurrent
posts
March 1986
April 1996
April 1997
April 1998
April 2004
April 2007
October 2013

Joined the Company
Head of Maebashi Sales Offic
Head of Ota Sales Offic
Tokyo Branch Manager
Executive Officer & Head of NB P oduct Division
Director & Head of Sales Division
Executive Officer & Head of Factory Sales
Department (East)
January 2016
Executive Officer & Head of Accounting
Department
January 2019
Executive Officer & Head of Corporate Planning
Department, Head of Accounting Department
September 2019 Executive Officer & Head of Factory Sales
Department, Head of Distribution Department,
Tokyo Metropolitan Area
January, 2022
Executive Office
March, 2022
Full-time Corporate Auditor of the Company (present)

involved in the management of many companies. He also attended audit
report meetings of the accounting auditor, internal committee, etc., andprovided various opinions based on his professional knowledge asa certified public accountant.

Outsideかまmeasures should be taken, and also opinions to ensure the validity andappropriateness of decision-making of the Board of Directors.
Furthermore, as a full-time corporate auditor, he also carried out activities
such as visiting branches, attending inventory taking, witnessing site
investigation by the audit firm in accordance with the policy on audit, etc.

Contributing to sound and continuous
growthEach corporate auditor is an independent organ acting under theentrustment of shareholders. The role of corporate auditors is toconduct both “defensive” and “offensive” audits from an objective
perspective to ensure company’s healthy and continuous growth. As
an outside corporate auditor with long years of experience as acertified public accountant, I would like to actively contribute to thesustainable growth of the Company.

Brief biography, status, and important concurrent
posts
November 1971 Joined Tohmatsu Aoki & Co. (now Deloitte
Touche Tohmatsu LLC)
May 1973
Registered as a Certified Public Accountan
July 2012
Part-time Corporate Auditor of the Company(present)
Part-time Corporate Auditor, Yushin Precision
Equipment Co., Ltd. (present)
March 2013
Part-time Corporate Auditor, Fujio Food System
Co., Ltd. (present)
February 2018 Part-time Corporate Auditor, SymEnergy Inc.
(present)

Frequently Asked Questions

Here are the answers to some of the questions that are frequently asked by our shareholders.

Q1

Q6

The number of shareholders increased steadily thanks to the program.
However, since the program was likely to boost the costs for beneÿt items
for shareholders and for operation of the venue, etc. of general shareholders’ meetings, we abolished the program in 2020. The Company needs tocontinue to invest in distribution equipment and digital technologies forthe purpose of becoming what we want to be: a company that continues
to be useful for manufacturing in Japan. We will reward our shareholders
by making investments that will lead to further growth.

We believe that the source of competitiveness for an organization is its
originality and we are placing it at the root of our management strategy.
If we start direct selling for general consumers, all the online shopping
companies today will be our competitors. “A wholesaler must thoroughly
enhance its wholesale functions.” We believe this is the best growthstrategy. In addition, since our products are purchasable through online
shopping companies, we think there is no need to sell them directly.
Through cooperation with online shopping companies and other retailbusinesses, the Company will continue to support and respond to theneeds of manufacturing sites.

Are you considering the revival of
the shareholder special
benefit program?
At present, revival of the program is not planned.

Q2

What is your policy on payout
ratio?

Consolidated dividend payout ratio to be maintained at 25%

The Company intends to achieve sustainable growth and thereby
maximize the return to its shareholders. Based on the policy that ongoing
capital investment is indispensable for the enhancement of corporate
value, we have prioritized investments in distribution centers, digitaltechnologies, and human resources to support them to realize stable
growth. At this point, after considering the balance between shareholder
return in the form of the enhancement of corporate value through capital
investment and shareholder return in the form of dividend, we intend tomaintain a consolidated dividend payout ratio of 25%, which is linked toÿnancial performance, and to reward our shareholders with the overall
return aiming for the growth in the future.

Treatment of the impact of special factors,
such as the sale of real estate or shares
In a ÿscal year in which net income attributable to owners of parent has°uctuated signiÿcantly due to the sale of real estate or shares not directly
related to business activities or other special factors, their impact is
excluded in the determination of dividend amount.

Q3

What is your policy on sharebuyback?

A company should develop measures for growthand invest funds in them
The aim of share buyback is to increase the index of a share by reducing
the total number of shares in anticipation of a rise in stock price.
However, we do not think it raises the company’s production capacity,
sales capacity, or corporate value. We will develop measures for thegrowth and invest funds in them to achieve growth, thereby rewarding
our shareholders.

Q4

What is your policy on M&As?

Investment in distribution is equivalent to M&As
Building a distribution center, placing shelves, stocking goods, andselling them has the same effect as purchasing a company. We willcontinue to be a company that will continue to grow by itself even though
the progress is slow.

Q5

Why has the number of shares
held by President decreased?

They have been assigned to an asset management corporation.
The number of shares held by Tetsuya Nakamura, President decreased
from that at the end of the 59th period. This is because of the contribution
in kind of 1.2 million shares made at the establishment of NF Holdings
Corporation (asset management corporation), for which Tetsuya Nakayama
serves as Representative Director and Chairman, in August 2022.

What is the reason that you do notstart direct selling or sellingfor general consumers?
Be an Ultimate Master Wholesale

Q7

How does TRUSCO plan to develop
its overseas business in the
future?
Our consolidated subsidiaries will realize stable supplyof products to satisfy the needs of foreign companies

Our overseas businesses are operated under two strategies: sales
activities by PT. TRUSCO Nakayama Indonesia and sales activities by
the Overseas Sales Section focusing on the expansion of one-stop sales
to local distributors and the development of new local distributors.
Although our overseas business accounts for only 0.9% of the total salesof the Company, we will aim to build further relationships with local
clients, while working to develop new sales channels.

Overseas Sales Section
We engage in direct international trades with distributors located all over
the world, mainly in the U.S, Europe, and ASEAN, exporting products to
20 countries as of December 31, 2022. We will continue to aim tobecome a company that is of service to the global manufacturing sector.

Q8

What are your business

continuity plan and disastercountermeasures?

We have established a system to enable the Company
to continue its business activities in an emergency.
Business continuity system(1) 28 distribution centers all over Japan
Risk diversiÿcation by maintaining product inventories in various
locations all over Japan(2) Emergency supply routes secured
A system has been established in which an existing supply route will
be automatically supported by other locations if it is disrupted by adisaster.
(3) Facilities and equipment owned by the Company
The Company owns a wide range of facilities and equipment frombuildings to servers. By not depending on external aid, we can avoid
risks and respond °exibly.

Disaster countermeasures
Seismic isolation equipment has been installed in Tokyo Head Ofÿce, Planet
Osaka, Planet Saitama, and Planet South Kanto so that the Company canfulÿll its supply responsibility to clients even in the case of a disaster.
Seismic isolation equipment will be installed as standard equipment in all
new distribution centers to be constructed in the future. In addition, Tokyo
Head Ofÿce is equipped with an emergency power generator, which can
supply electricity for its main systems to continue to be operated half a day
in case of power outage, and water gates to prevent °ooding. Furthermore,
all important machinery and equipment, such as data centers, are locatedon the second °oor or above to prepare for emergency.

The Company’s shares held by related parties of Tetsuya
P32
Nakamura, Representative Director and President ▶

39