This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities Code: 5988
June 3, 2020

To Our Shareholders:
51 Iwai-cho, Hodogaya-ku,
Yokohama-shi, Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 104th Annual Meeting of Shareholders
The Company would hereby like to inform you that the Company’s 104th Annual Meeting of
Shareholders will be held as described below.
You may exercise your voting rights in writing or via the Internet, etc. We kindly request you
to read the following Reference Document for the Annual Meeting of Shareholders andexercise your voting rights no later than the close of business at 5:30 p.m., Tuesday, June 23,
2020 following the instructions below.
In case the stay-at-home request, etc. of the Central Government or the Kanagawa
Prefectural Government under the declaration of a state of emergency remains in effect at
the time the Annual Meeting of Shareholders takes place, we would respectfully ask allshareholders to refrain from attending the meeting.
If there is any major change to the operation of the Annual Meeting of Shareholders,
depending on the situation in the future, we will give notification thereof on the Company’s
website below.
・ Company’s website (https://www.piolax.co.jp/)
Sincerely yours,
Notice regarding our countermeasures against COVID-19
We sincerely ask all shareholders attending the Annual Meeting of Shareholders to consider theirinfection status regarding COVID-19 and their health condition on the day of the meeting, and to
take preventive measures such as wearing a mask when coming to the venue. Please also
understand that our officers and staff will wear masks and take measures that are necessary to
prevent the spread of COVID-19 at the venue of the Annual Meeting of Shareholders (e.g. ask ourshareholders to wear masks, take our shareholders’ temperature, regulate admissions to ensuresocial distancing among our shareholders, ask our shareholders who have symptoms such as feverand cough not to attend the meeting, and shorten the hours of the meeting).

-1-

1.

Date:

10:00 a.m., June 24 (Wednesday), 2020
(Reception start: 9:00 a.m.)2.

Venue:

Large Meeting Room, 7F West Tower, Yokohama BusinessPark
134 Godo-cho, Hodogaya-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:

1.

2.

The Business Report, the Consolidated Financial
Statements and the Results of Consolidated Financial
Statement Audits by the Accounting Auditor and the Audit
and Supervisory Committee for the 104th business period(April 1, 2019 to March 31, 2020)
The Non-Consolidated Financial Statements for the 104th
business period (April 1, 2019 to March 31, 2020)*For the presentation of items to be reported, please see “Information on thecontinuation meeting of the 104th Annual Meeting of Shareholders” on Page 3.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:

4.

Appropriation of Retained Earnings
Election of Six (6) Directors (excluding Directors who are
Audit and Supervisory Committee Members)

Agenda No. 3:

Election of Three (3) Directors who are Audit and Supervisory
Committee Members

Agenda No. 4:

Election of One (1) Director who is Substitute for Audit andSupervisory Committee Member

Information on
exercise of voting
rights, etc.

Please see Information on Exercise of Voting Rights, etc. listed
on Page 4.

・ When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. Please also bring this notice to the meeting with you to help us
preserve resources.
・ The Company may use its website (https://www.piolax.co.jp/en/) for documents that must be
provided to the shareholders in accordance with the applicable laws and regulations and theprovisions of Article 19 of the Company’s Articles of Incorporation. Such documents will be postedon the website as soon as they are ready for posting.

・ If there are any revisions to the Reference Document for the Annual Meeting of Shareholders,the Business Report, and/or the Non-Consolidated and the Consolidated Financial Statements,
the revised matters will be listed on the Company’s website (https://www.piolax.co.jp/en/).

-2-

Information on the continuation meeting of the 104th Annual Meeting of
Shareholders
1.
2.

Date:
Venue:

3.

Purposes:
Items to be reported:

Undecided (To be informed as soon as decided)
Undecided (To be informed as soon as decided)
1.

2.

The Business Report, the Consolidated Financial
Statements and the Results of Consolidated Financial
Statement Audits by the Accounting Auditor and the Audit
and Supervisory Committee for the 104th business period(April 1, 2019 to March 31, 2020)
The Non-Consolidated Financial Statements for the 104th
business period (April 1, 2019 to March 31, 2020)- Regarding items to be reported, “the Business Report, the Consolidated Financial Statements and theResults of Consolidated Financial Statement Audits by the Accounting Auditor and the Audit andSupervisory Committee for the 104th business period (April 1, 2019 to March 31, 2020),” and “theNon-Consolidated Financial Statements for the 104th business period (April 1, 2019 to March 31, 2020),” forthe purposes of this Annual Meeting of Shareholders, because the consolidated accounts have not yet been
confirmed due to a delay in the settlement of accounts and audit procedures at our consolidated subsidiary inIndia under circumstances where the governments of the respective countries have taken measures to preventthe further spread of COVID-19, which has led to an international pandemic, there has also been a delay inprocessing the Company’s consolidated accounts. As announced in “Notice concerning the policy to hold thecontinuation meeting of the 104th Annual General Shareholders' Meeting,” which was issued for timely
disclosure as of May 12, 2020, we would like to decide to hold a continuation meeting of this Annual
Meeting of Shareholders to report our consolidated accounts as soon as it has been confirmed, after referring
the proposal to our shareholders at this Annual Meeting of Shareholders. If the proposal is accepted, we
intend to notify our shareholders of such continuation meeting, provide written documents, and hold the same.
We should appreciate it if you would allow the Company’s Board of Directors to decide the date and time ofsuch continuation meeting.
- The continuation meeting is not a separate meeting from this Annual Meeting of Shareholders, but an
integral part thereof; therefore, shareholders qualified to attend the continuation meeting are those qualified
to exercise voting rights at this Annual Meeting of Shareholders. Please understand that we will send noticeof the continuation meeting only to those who can exercise their voting rights at this Annual Meeting of
Shareholders.
- Structure of the Company’s Board of Directors
Incumbent Directors of the Company are to continue serving after the close of the Annual Meeting of
Shareholders to be held on June 24, and are to be replaced after the continuation meeting thereof (the date is
to be determined).
The number of Independent Directors before the continuation meeting is held is three (3) out of eight(8) incumbent Directors (including Directors who are Audit and Supervisory Committee
Members) (one-third (1/3) or more). After the continuation meeting is held, the number of Independent
Directors will be three (3) out of nine (9) Directors (one-third (1/3) or more) on the premise thatappointments of Directors stated in this notice to the meeting (including Directors who are Audit andSupervisory Committee Members) will all be approved.
The number of female officers before the continuation meeting is held is zero (0) out of eight (8) incumbent
Directors (including Directors who are Audit and Supervisory Committee Members). After the continuation
meeting is held, the number of female officers will be one (1) out of nine (9) Directors on the premise thatappointments of Directors stated in this notice to the meeting (including Directors who are Audit andSupervisory Committee Members) will all be approved.

-3-

Information on exercise of voting rights, etc.
Voting rights at the Annual Meeting of Shareholders are valuable rights of our shareholders.
We kindly request you to read the following Reference Document for the Annual Meeting of
Shareholders and exercise your voting rights.
You may exercise your voting rights by any of the following three methods.

If you exercise your voting rights in writing (by mail):
Please indicate “for” or “against” on each agenda item on the voting form enclosed herewith
and return it by mail.
Voting deadline: must arrive by 5:30 p.m., Tuesday, June 23, 2020

If you exercise your voting rights via the Internet, etc.:
Please enter “for” or “against” on each agenda according to the guidance on the following
page.
Voting deadline: must complete entries by 5:30 p.m., Tuesday, June 23, 2020

If you attend the Annual Meeting of Shareholders:
Please submit the voting form enclosed herewith to the receptionist at the venue.
Date: 10:00 a.m., Wednesday, June 24, 2020 (Reception start: 9:00 a.m.)-4-

Information on exercise of voting rights via the Internet, etc.
How to enter your voting rights exercise code and password
Voting right exercise website: https://www.web54.net
1.

Please access the voting right exercise site.

Click “continue to the next.”

2.

Please enter your voting rights exercise code listed on the voting form.
Enter your voting rights exercise code.
Click “Login.”

3.

Please enter your password
the voting form.

listed on
Enter your initial password.
Set a new password that you will actuallyuse.

Click “Register.”
4

Please enter “for” or “against” according to input guidance on the screen for thefollowing.

*Operation screen images are for illustration purposes only.

If you have any inquiries about the operation of apersonal computer, a smartphone or a cellular
phone regarding the exercise of voting rights via
the Internet, please contact the number on theright-hand side:

Sumitomo Mitsui Trust Bank, Limited
Stock Transfer Agency Web Support
0120-652-031 (toll free, only in Japan)(Operating hours: 9:00 a.m. to 9:00 p.m.)

Institutional investors can utilize the electronic voting platform operated by ICJ, Inc.

-5-

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1:

Appropriation of Retained Earnings

The Company follows the principle of paying a dividend to shareholders upon taking into
account performance, financial condition, etc., because the Company regards appropriately
returning profits to shareholders to be the most important management policy based on its
fundamental philosophy of maintaining stable dividends. The year-end dividend for the104th business period is stated below in appreciation of your continued support and in orderto fulfill your expectations.
1. Year-end Dividend(1)Type in which dividends are paid
Cash payment(2)

Allocation of dividends and total amount of dividends
The Company would like to disburse 22.5 yen per common share of the Company.
In this case, the total amount of dividends shall be 814,621,815 yen.
As a result, the dividends on an annual basis will be 45 yen per share including the interim
dividends of 22.5 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 25, 2020-6-

Agenda No. 2:

Election of Six (6) Directors (excluding Directors who are Audit andSupervisory Committee Members)

The term of office of all five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same applies in this agenda) will expire
upon conclusion of this Annual Meeting of Shareholders. Accordingly, the Company hereby
proposes the election of six (6) Directors.
With respect to the agenda item, the Audit and Supervisory Committee of the Company
deems all candidates to be appropriate as Directors of the Company.
The candidates for Directors are as follows.
Candidate
No.

Name

1

Yukihiko Shimazu

2Michio Nagamine

3

Toru Suzuki

4

Harumitsu Sugiyama

5

Shigeru Masuda

6Toru Oka

Current position and responsibility, etc.
President and Representative Director
Chairman of the Board of Directors
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
CEO, Shanghai Piolax Co., Ltd.
Senior Managing Director
Supervision of Planning and Administration
Department, Information Technology
Department, and affiliated companies
Director
Senior Executive Officer
Supervision of Sales Department andPurchasing Department
Executive Officer, Sales SBU
Senior Executive Officer
General Manager, Design Department
Executive Officer, Fuel Parts SBU
Senior Executive Officer
Executive Officer, Fasteners SBU
General Manager, Production Engineering
Department
Director
External Director, Ishizaki Honten
Company, Limited

Attributes

Re-election

Re-election

Re-election

New

New

Re-election External
IndependentRe-election The candidates for Directors to be re-elected
New The candidate for new Director
External The candidate for External Director
Independent Independent Director in conformity with the regulation of the Stock Exchange-7-Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1981
July 1999

Yukihiko
Shimazu(September 10,
1957)
Re-election

1

August 2001
June 2005
June 2006

April 2010

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax Corporation
Director, Piolax, Inc.
Director
General Manager, Overseas Sales
Department, Piolax, Inc.
President and Representative Director,
Piolax, Inc. (incumbent)(Responsibility)
Chairman of the Board of Directors(Significant concurrent positions)
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
CEO, Shanghai Piolax Co., Ltd.

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

52,202(Of theabove
shares,the numberof those to
be issued
undertheshare-based
compensat-i
on system)

17/17

5,102

Reason for the election of Director:
Mr. Yukihiko Shimazu has served as President and Representative Director of the Company since April
2010 up to the present and has expressed an excellent leadership for our domestic and overseas Company
group under the slogan, “ONE PIOLAX,” toward growth. He had undertaken the role of President of the
U.S. subsidiary of the Company from August 2001 to May 2006, and currently has the concurrent
position of CEO (Chairman) of three Chinese subsidiaries of the Company, thus having madecontributions to transforming the Company as a global entity.
The Company believes that Mr. Shimazu would continue to make use of his abundant experience,
considerable insight and extensive networks gained over the years for contributing to decision-making of
the Board of Directors, and bringing benefits for business development on a global scale as well as
improvement in corporate value of the Company. Accordingly, the Company proposes that he be a
candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
April 1979
June 2003

June 2007
July 2007

April 2008
MichioNagamine(March 15,
1957)
Re-election

June 2008

June 2012

April 2013
2
April 2015
June 2019

Joined Japan Development Bank (current
Development Bank of Japan Inc.)
General Manager, Information Resources
Department, Development Bank of Japan
Inc.
Advisor, Piolax, Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax, Inc.
Advisor
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, HR Office, Piolax,
Inc.
Managing Director
General Manager, HR Office, Piolax,
Inc.
Managing Director, Piolax, Inc.
Senior Managing Director, Piolax, Inc.
(incumbent)

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

3,124(Of theabove
shares,the numberof those to
be issued
undertheshare-based
compensat-i
on system)

17/17

3,124

(Responsibility)
Supervision of Planning and Administration Department,
Information Technology Department, and affiliatedcompanies
Reason for the election of Director:
Mr. Michio Nagamine served as Managing Director of the Company from April 2013 through June 2019and contributed to the growth of the Company by undertaking roles as General Manager responsible forPlanning and Administration, Purchasing, and Information Technology Departments, as well as
operations of the affiliates of the Company”, and has expressed an excellent leadership for the Company
group as Senior Managing Director since June 2019. He has gained considerable knowledge and insightin IT and finance fields through managerial jobs including the management of Development Bank ofJapan Inc. prior to joining the Company in June 2007.
The Company believes that Mr. Nagamine would continue to make use of his abundant experience,
sufficient insight and extensive networks gained over the years for contributing to decision-making of
the Board of Directors, and bringing benefits for business development on a global scale as well as
improvement in corporate value of the Company. Accordingly, the Company proposes that he be a
candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Toru Suzuki(March 1, 1962)
Re-election

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March
1985
December
2001
April 2005

Joined Piolax, Inc.

June 2008

Manager, Moka Plant, Piolax, Inc.
President, P.M.T. Inc.

June 2010

Executive Officer
Manager, Fuji Plant, Piolax, Inc.
President, P.M.T. Inc.

June 2011

Managing Executive Officer
Director
Manager, Fuji Plant, Piolax, Inc.

January
2014

June 2016

January
2019
3

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

President, P.S.T. Inc.
Manager, Moka Plant, Piolax, Inc.

Managing Executive Officer
Director, Piolax, Inc.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax, Inc.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
Senior Executive Officer, Piolax, Inc.
President, Dongguan Piolax Co., Ltd.
President, Wuhan Piolax Co., Ltd.
President, Shanghai Piolax Co., Ltd.

11,100(Of theabove
shares, thenumber of
those to beissued undertheshare-based
compensat-i
on system)

13/13

0

June 2019

Director
Senior Executive Officer
Executive Officer, Sales SBU, Piolax,
Inc. (incumbent)(Responsibility)
Supervision of Sales Department and Purchasing
Department
Reason for the election of Director:
Mr. Toru Suzuki became Executive Officer of the Company in June 2010, and Director and the head of
production, logistics and quality assurance in June 2011. In January 2014, he assumed the position ofpresident of two subsidiaries in China and then became Senior Executive Officer of the Company inconjunction with the Company’s transition to a company with an audit and supervisory committee inJune 2016. In January 2019, he assumed the office of president of Shanghai Piolax Co., Ltd. and had
extensive knowledge of China as the world’s largest automobile market. Since June 2019, he has served
as Director of the Company and contributed to the growth of the Company by undertaking roles as
Supervision responsible for Sales and Purchasing Departments. From December 2001 to March 2005, heserved as president of P.S.T. Inc., a subsidiary specializing in presswork, and from June 2008 to May
2011, he assumed the position of president of P.M.T. Inc., a subsidiary specializing in metal-moldproduction. Through various positions including the above, he has been working on improving thecorporate characteristics of the subsidiaries of the Company.
The Company believes that Mr. Suzuki would make use of his abundant experience, sufficient insightand extensive networks cultivated over the years for contributing to the decision-making at meetings ofthe Board of Directors and bringing benefits for business development on a global scale and theimprovement of corporate value. Accordingly, the Company proposes that he be a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Harumitsu
Sugiyama(May 28, 1957)
New

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1980

Joined Piolax, Inc.

October
2003

Group Leader, Development Group, FuelParts SBU, Piolax, Inc.

October
2011

Executive Officer
Executive Officer, Fuel Parts SBU,
Piolax, Inc.

June 2017

Senior Executive Officer
General Manager, Design Department
Executive officer, Fuel Parts SBU,
Piolax, Inc. (incumbent)

4

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

10,200-Reason for the election of Director:
Mr. Harumitsu Sugiyama has served as the Company’s Fuel Parts SBU Executive Officer since October
2011, engaging in the development of new parts as the leading figure involved in fuel system parts
within the Company. He also has held the positions of Senior Executive Officer and General Manager ofthe Design Department since June 2017, and contributed to the development of the Company group as
the person in charge of development.
The Company believes that Mr. Sugiyama would make use of his abundant experience, sufficient insightand extensive networks gained over the years for contributing to decision-making of the Board of
Directors, and bringing benefits for business development on a global scale as well as improvement incorporate value of the Company. Accordingly, the Company proposes that he be a candidate for
Director.
March 1987

Joined Piolax, Inc.

April 2004

General Manager, Production
Engineering Department, Piolax, Inc.
Group Leader, Production Group,
Fuel Parts SBU, Piolax, Inc.

April 2006
June 2010

June 20115

Shigeru Masuda(August 12,
1963)
New

January 2014

June 2016

Group Leader, Production Group,
Fasteners SBU
Manager, Moka Plant, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU, Piolax, Inc.
Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax, Inc.
Senior Executive Officer
Executive Officer, Open/Close
Mechanism Parts SBU
General Manager, Production
Engineering Department, Piolax, Inc.

June 2018

Senior Executive Officer
Executive Officer, Fasteners SBU
General Manager, Production
Engineering Department, Piolax. Inc.
(incumbent)
Reason for the election of Director:- 11 -

6,600-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

Mr. Shigeru Masuda served as Executive Officer in charge of Open/Close Mechanism Parts SBU from
June 2011, and has held the positions of Senior Executive Officer, Fasteners SBU Excecutive Officer,
and General Manager of the Production Engineering Department since June 2018, while alsoestablishing the Company’s domestic and overseas branches as the person in charge of production andproduction engineering, and contributing to the development of the Corporate group.
The Company believes that Mr. Masuda would make use of his abundant experience, sufficient insightand extensive networks gained over the years for contributing to decision-making of the Board of
Directors, and bringing benefits for business development on a global scale as well as improvement incorporate value of the Company. Accordingly, the Company proposes that he be a candidate for
Director.

- 12 -

Candidate
No.

Name
(Date of birth)

Toru Oka(February 26,
1950)
Re-election
External
Independent
6

Brief profile, position and responsibility at the Company(Significant concurrent positions)
April 1972

Joined Toyo Kogyo Co., Ltd. (current
Mazda Motor Corporation)

April 1986

US manufacturing subsidiary of Mazda

April 1992

Purchasing Division, Mazda Motor
Corporation

April 1997

General Manager, Parts Purchasing Dept.
No. 1, Purchasing Division, Mazda
Motor Corporation

June 2002

Executive Officer, Mazda Motor
Corporation

April 2004

Executive Officer
General Manager, Purchasing Division,
Mazda Motor Corporation

April 2006

Managing Executive Officer, Mazda
Motor Corporation

June 2010

President & Representative Director,
DaikyoNishikawa Corporation

June 2015

Director and Senior Adviser,
DaikyoNishikawa Corporation

August 2016

External Director, Ishizaki Honten
Company, Limited (incumbent)

March 2018

Retired DaikyoNishikawa Corporation

June 2018

External Director, Piolax, Inc.
(incumbent)

Number oftheCompany’s
sharesowned

Attendanceat the Boardof Directors
meetings

1,000

17/17

(Significant concurrent positions)
External Director, Ishizaki Honten Company, Limited
Reason for the election of External Director
During the period from June 2010 to June 2015, Mr. Toru Oka served as President & Representative
Director of DaikyoNishikawa Corporation and has served in the managerial role of External Director of
Ishizaki Honten Company, Limited from August 2016 to the present. He also gained experience in the
US when he worked at Mazda Motor Corporation and accumulated extensive experience and knowledge
and insight in Japan and overseas.
The Company believes that Mr. Oka would make use of his abundant experience, considerable insightand extensive networks gained over the years for contributing to decision-making at the Board of
Directors and bringing benefits for business development on a global scale and improvement incorporate value. Accordingly, the Company proposes that he be a candidate for External Director.
Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Toru Oka is the candidate for External Director.
3.
The Company designated Mr. Toru Oka as Independent Director in conformity with the regulation of
the Tokyo Stock Exchange, Inc. Provided that he is approved at the re-election of Director, he willcontinue to be Independent Director.
4.
The Company has entered into a contract with Mr. Toru Oka to limit the liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in accordance with the provision of Article
427, Paragraph 1 thereof. The limited amount of liability under such contract is the amount stipulated inlaws and regulations. Provided that the candidate is approved at the re-election of Director, theCompany plans to continue such contract.
5.
Mr. Toru Oka currently serves as External Director of the Company. The Director will have held officefor two (2) years at the closing time of this Annual Meeting of Shareholders.

- 13 -

Structure of the Company’s Board of Directors
Incumbent Directors of the Company are to continue serving after the close of the Annual Meeting of
Shareholders to be held on June 24, and are to be replaced after the continuation meeting thereof (the date is
to be determined).
The number of Independent Directors before the continuation meeting is held is three (3) out of eight(8) incumbent Directors (including Directors who are Audit and Supervisory Committee
Members) (one-third (1/3) or more). After the continuation meeting is held, the number of Independent
Directors will be three (3) out of nine (9) Directors (one-third (1/3) or more) on the premise thatappointments of Directors stated in this notice to the meeting (including Directors who are Audit andSupervisory Committee Members) will all be approved.
The number of female officers before the continuation meeting is held is zero (0) out of eight (8) incumbent
Directors (including Directors who are Audit and Supervisory Committee Members). After the continuation
meeting is held, the number of female officers will be one (1) out of nine (9) Directors on the premise thatappointments of Directors stated in this notice to the meeting (including Directors who are Audit andSupervisory Committee Members) will all be approved.

- 14 -

Agenda No. 3:

Election of Three (3) Directors who are Audit and Supervisory
Committee Members

The term of office of all three (3) Directors who are Audit and Supervisory Committee
Members will expire upon conclusion of this Annual Meeting of Shareholders. The
Company hereby proposes the election of three (3) Directors who are Audit and Supervisory
Committee Members.
With regard to this agenda item, the consent of the Audit and Supervisory Committee has
been obtained.
The candidates for Directors who are Audit and Supervisory Committee Members are as
follows.
Candidate
No.

Name(Date of birth)

Brief profile and position at the Company(Significant concurrent positions)

Attendanceat theBoard ofDirectors
meetings

Attendanceat the Audit
andSupervisory
Committee

10,200

17/17

12/12

April 1978

Yukio
Nagamura(February 19,
1956)
Re-election

1

Joined The Industrial Bank ofJapan, Limited (current Mizuho
Bank, Ltd.)May 2004
Joined Piolax, Inc.
December
General Manager, Business and2004
Administration Department
General Manager, IR Department,
Piolax, Inc.
AugustAdvisor
2011
General Manager, Business andAdministration Department, Piolax,
Inc.
President and Director, Piolax
Business Service Co., Ltd.
June 2016
Director (Audit and Supervisory
Committee Member, full-time),
Piolax, Inc. (incumbent)
June 2016
External Auditor, Saga
Tekkohsho Co., Ltd. (incumbent)(Responsibility)
Chairman of the Audit and Supervisory
Committee(Significant concurrent positions)
External Auditor , Saga Tekkohsho Co., Ltd.

Number oftheCompany’s
sharesowned

Reason for the election of Director:
Mr. Yukio Nagamura has served as Director (full-time) who is an Audit and Supervisory Committee
Member from June 2016 to the present. He has audited the Company’s business execution and provided
appropriate advice and recommendations for important management decisions. He gained experiencethrough his roles as General Manager, Business and Administration Department of the Company from
December 2004 to June 2016 and as President of the Company’s subsidiary from August 2011 to June
2016. He accumulated considerable knowledge and insight in overall business administration including
business planning, finance, accounting and internal control, as well as investor relations.
The Company expects him to make use of his abundant experience and extensive knowledge gained over
the years for auditing and supervising the Company’s business execution from an objective point ofview, and accordingly proposes that he be a candidate for Director who is Audit and Supervisory
Committee Member.

- 15 -

Candidate
No.

Name
(Date of birth)

Brief profile and position at the Company(Significant concurrent positions)

Attendanceat theBoard ofDirectors
meetings

Attendanceat the Audit
andSupervisory
Committee

-

17/17

12/12

April 1996

Kenichi Asano(December 11,
1967)
Re-election
External
Independent
2

Registered with Daiichi Tokyo Bar
Association
Joined Ueno and Takayama Law
Firm
February
External Auditor, Naigai TEC
2001
Corporation (incumbent)
June 2004
External Auditor, Shibaura
Electronics Co., Ltd. (incumbent)
October
Representative, Ueno and Asano
2004
Law Firm (incumbent)
November Director, Credit Guarantee
2004
Servicer Incorporated(incumbent)
June 2011
External Auditor, Piolax, Inc.
June 2016
External Director (Audit andSupervisory Committee
Member), Piolax, Inc.
(incumbent)(Significant concurrent positions)Representative, Ueno and Asano Law Firm
External Auditor, Naigai TEC Corporation
External Auditor, Shibaura Electronics Co., Ltd.
Director, Credit Guarantee Servicer Incorporated

Number oftheCompany’s
sharesowned

Reason for the election of External Director:
Mr. Kenichi Asano served as External Auditor of the Company from June 2011 to June 2016 and has
served as an External Director who has been an Audit and Supervisory Committee Member of theCompany from the establishment of Company with Audit and Supervisory Committee in June 2016 to
the present. He has audited the Company’s business execution and provided appropriate advice andrecommendations for important management decisions.
In addition, the Company expects him to make use of his experience and knowledge gained over theyears as an attorney in the legal field for auditing and supervising the Company’s business execution
from an objective point of view. Accordingly, the Company proposes him as a candidate for External
Director who is an Audit and Supervisory Committee Member.

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Candidate
No.

Name
(Date of birth)

October
1988
October
1992
March 2000

Joined Eiwa Audit Corporation (current KPMG
AZSA LLC)
Joined TOMY Company, Ltd.

Joined Ota Showa Audit Corporation (current
Ernst & Young ShinNihon LLC
April 2014
Joined Imanishi Tax and Accounting
Corporation (incumbent)
July 2015
Auditor, Government Pension Investment Fund
OctoberMember of the Board of Governors and the2017
Audit Committee, Government Pension
Investment Fund (incumbent)(Significant concurrent positions)
Employee, Imanishi Tax and Accounting Corporation
Member of the Board of Governors and the Audit Committee,
Government Pension Investment Fund
Reason for the election of External Director:
After qualifying as a certified public accountant in October 1988, Ms. Sakae Komiyama worked at
Eiwa Audit Corporation (currently KPMG AZSA LLC) and Ota Showa Audit Corporation(currently Ernst & Young ShinNihon LLC), and in April 2014, joined Imanishi Tax andAccounting Corporation. While working at Imanishi Tax and Accounting Corporation, she also
held a position at a private enterprise. She has served as an executive of the Government Pension
Investment Fund (GPIF) since July 2015. Although Ms. Sakae Komiyama does not have direct
experience of corporate management, the Company expects her to make use of her experience andknowledge gained over the years as a certified public accountant in the fields of accounting andtaxation for auditing and supervising the Company’s business execution from an objective point ofview. Accordingly, the Company proposes her as a candidate for External Director who is an Audit
and Supervisory Committee Member.
Sakae
Komiyama(October 3,
1965)
New
External
Independent

3

Brief profile and position at the Company(Significant concurrent positions)

Number oftheCompany’s
sharesowned

Notes:
1.
There are no special conflicts of interest between each candidate and the Company.
2.
Mr. Kenichi Asano and Ms. Sakae Komiyama are the candidates for External Directors.
3.
Mr. Kenichi Asano currently serves as External Director who is Audit and Supervisory Committee
Member of the Company. The Director will have held office for four (4) years at the closing time of thisAnnual Meeting of Shareholders. Further, he was Director (Auditor) who did not execute theCompany’s business in the past.
4.
The Company designated Mr. Kenichi Asano as Independent Director in conformity with the regulationof the Tokyo Stock Exchange, Inc. and registered him as such at the Tokyo Stock Exchange, Inc.
Provided that the candidate is approved at the re-election of Director, he will continue to be Independent
Director. Furthermore, Ms. Sakae Komiyama meets the requirements for Independent Director inconformity with the regulation of the Tokyo Stock Exchange, Inc. and provided that she is approved at
the election of Director, the Company will designate her as Independent Director.
5.
The Company has entered into a contract with Mr. Kenichi Asano to limit the liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in accordance with the provision of Article
427, Paragraph 1 thereof. The limited amount of liability under such contracts is the amount stipulated
in laws and regulations. Provided that the candidate is approved at the re-election of Director, theCompany plans to continue such contracts. The Company also plans to enter into a liability limitation
contract having the same content with Ms. Sakae Komiyama if her appointment is approved.

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Agenda No. 4:

Election of One (1) Director who is Substitute for Audit andSupervisory Committee Member

To prepare for a contingency where the number of Directors who are Audit and Supervisory
Committee Members does not reach the number required under laws and regulations, theCompany hereby proposes an appointment of one (1) Director who is Substitute for Audit
and Supervisory Committee Member.
With regard to this agenda item, the consent of the Audit and Supervisory Committee has
been obtained.
The candidate for Director who is Substitute for Audit and Supervisory Committee Member
is as follows.
Name(Date of birth)

Brief profile(Significant concurrent positions)

Number of theCompany’s
shares owned

April 1966

Joined Japan Finance Corporation for Small andMedium Enterprise (current Japan FinanceCorporation)
May 2000
Director, Japan Finance Corporation for Smalland Medium EnterpriseJune 2003
Auditor, Tokyo Small and Medium Business
Investment and Consultation Co., Ltd.
Yasuo Aizawa
March 2005
Managing Director, Tokyo Small and Medium(December 18,
Business
Investment
andConsultation
Co.,
Ltd.
1942)
July 2007
Retired Tokyo Small and Medium Business
Investment and Consultation Co., Ltd.
Representative, AY Associates Inc.
July 2007(incumbent)(Significant concurrent positions)Representative, AY Associates Inc.
Reason for the election of External Director:
After retiring from the post of Director of Japan Finance Corporation for Small and Medium Enterprise,
Mr. Yasuo Aizawa, as Representative of AY Associates Inc., a management consulting company, hasprovided managerial guidance to medium-sized enterprises since July 2007. He had served as a member of
the Company’s Special Committee in charge of anti-takeover measures for four years since June 2012.
The Company expects him to make use of the wealth of experience and knowledge gained over the years
for auditing and supervising the Company’s business execution from an objective viewpoint and hereby
proposes a candidate for External Director who has been a Substitute for Audit and Supervisory
Committee Member since the Company with Audit and Supervisory Committee was established in June
2016. The Company proposes him as a candidate for External Director who is Substitute for Audit andSupervisory Committee Member in conjunction with the re-election time of a Director who is an Audit
and Supervisory Committee Member.
Notes:
1.
There are no special conflicts of interest between the candidate and the Company.
2.
Mr. Yasuo Aizawa is a candidate for Substitute for External Director.
3.
Mr. Yasuo Aizawa meets the requirements for Independent Director in conformity with the regulationof the Tokyo Stock Exchange, Inc. and provided that he is approved at the election of Director who is
Audit and Supervisory Committee Member, the Company will designate him as Independent Director
and register him as such at the Tokyo Stock Exchange, Inc.
4.
In the event that Mr. Yasuo Aizawa is appointed as External Director who is Audit and Supervisory
Committee Member, the Company plans to enter into a contract with him to limit liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in conformity with the provision of Article
427, Paragraph 1 of thereof. The limited amount of liability under such contracts shall be the amount- 18 -

stipulated in laws and regulations.

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