Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Stock Exchange Code 6958)
June 7, 2023
(Start date of measures for electronic provision: June 2, 2023)
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 63TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 63rd Annual General Meeting of Shareholders of CMK Corporation (the“Company”). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. (items for whichmeasures for electronic provision are to be taken) in electronic format, and posts this information on thefollowing websites. Please access either of the following websites using the internet addresses shown below toreview the information.

[Company website] https://www.cmk-corp.com/ir/stock/meeting.html (in Japanese)[Website containing materials of General Meetings of Shareholders] https://d.sokai.jp/6958/teiji/ (in Japanese)
In addition to the abovementioned websites, said items subject to measures for electronic provision are also
posted on the website of the Tokyo Stock Exchange (TSE), which can be accessed at the following address.
[Tokyo Stock Exchange website (Listed Company Search)]:https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “CMK Corporation” in “Issue name(company name)” or the Company’s securities code “6958” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available-1-

for public inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting/Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you can exercise your voting rights in writing (by post) or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:10 p.m. on Monday, June 26, 2023, Japan time.

1. Date and Time:

Tuesday, June 27, 2023 at 10:00 a.m. Japan time

2. Place:

Main conference room , 3rd floor, SE Center
located at 1106 Fujikubo,Miyoshi-machi,Iruma-gun,Saitama

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
63th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Board of Corporate Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 63th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of One(1) Corporate Auditor
Proposal 4:
Election of One (1) Substitute Corporate Auditor
Proposal 5:
Election of an Accounting Auditor
4.

Matters Decided in Connection with this Convocation (Exercise of Voting Rights)(1) If neither approval nor disapproval of a proposal is indicated on the Voting Rights Exercise Formwhen exercising your voting rights in writing (by post), it shall be deemed a vote of approval for theCompany proposal.
(2) If you exercise your voting rights multiple times via the Internet, only the final vote exercised shallbe deemed as valid.
(3) If you exercise your voting rights via the Internet and in writing (by post), the voting right exercised
via the Internet shall be deemed as the valid vote, regardless of the time of arrival.
------------------------------------------------------------------------------------------------------------------------------------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form sent out with thisConvocation Notice at the reception desk.
- Any changes to the items subject to measures for electronic provision will be published on theabovementioned websites, with details before and after said changes.
- For this general meeting of shareholders, the paper based documents stating the items subject to measuresfor electronic provision will be provided to all shareholders regardless of whether they have made a request
for delivery of such documents. Of the items subject to measures for electronic provision, the following
matters are not included in written materials sent in accordance with laws and regulations, as well as Article
16 of the Company’s Articles of Incorporation.
(1) Consolidated Statement of Changes in Net Assets (2) Notes to Consolidated Financial Statements (3)Non-consolidated Statement of Changes in Net Assets (4) Notes to Non-consolidated Financial Statements-2-

Accordingly, this document is a part of the consolidated financial statements or financial statements auditedby the corporate auditors and the accounting auditors at the time of preparation of the audit report.
- There will be no gifts provided to shareholders attending the General Meeting of Shareholders.
COVID-19 Infection Prevention Measures at the General Meeting of Shareholders- Please carefully consider the state of COVID-19 infection and your own health condition when deciding toattend the General Meeting of Shareholders in person.
- You may be required to wear a mask and follow other measures to prevent the spread of infection at thevenue. We ask for your cooperation in this matter.
Details of any major changes to the hosting of the General Meeting of Shareholders due to changes in future
circumstances will be posted to the Company’s website.
(https://www.cmk-corp.com) (in Japanese)-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The appropriation of surplus is proposed as follows.
Matters concerning the year-end dividend:
The Company considers the return of profits to shareholders as one of its most important measures.
The Company’s basic policy is to implement the stable and continued payment of dividends targeting a
consolidated dividend payout ratio of around 30%, while securing the necessary internal reserves forstrengthening the management structure and future business development, as well as taking into
consideration matters such as business performance and financial status.
Based on this policy, the Company proposes a year-end dividend for the fiscal year under review of8.50 yen per share, as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amount thereof
8.50yen per share of common stock of the Company
Total amount: 503,301,788 yen(3) Effective date of distribution of surplus
June 28, 2023

-4-

Proposal 2:

Election of Nine (9) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of the General Meeting of
Shareholders. In that regard, the Company proposes the election of nine (9) Directors, increasing the number
of Directors by one (1) to further enhance the management system.
The candidates for Directors are as follows:
Current positions and responsibilities in the
Company

Attendanceat Board of
Directors
meetings

No.

Name

1

Reappointment

Isao Osawa

President
Chief Exective Oficcer

100%(13/13)

2

Reappointment

Kunihiko Tedo

Director and Exective Officer
General Manager of President Office100%(13/13)

3

Reappointment

Yoshihisa Yamaguchi

Director and Exective Officer
In charge of Accounting and CMK Products
Corporation100%(13/13)

4

Reappointment

Yoshiaki Ishizaka

Director and Exective Officer
In charge of Procurement and Sales

92%(12/13)

5

Reappointment

Kazuto Ono

Director and Exective Officer
In charge of Personnel System Reform and Internal
Control and CSR and Legal Affairs

100%(10/10)6

New appointment

Toru Nishizawa

7

Reappointment
OutsideIndependent

Rika Sato

Outside Director

100%(13/13)

Mitsuru Kaitoh

Outside Director

100%(13/13)

Shoshiro Taneichi

―

8

9

Reappointment
OutsideIndependent
New appointment
OutsideIndependent

Exective Officer
In charge of Production Structure Reform

―

―

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

September 1989
August 1992

1

2

Joined CMK Kanbara Electronics Corporation
Joined Kuwabara Electric Corporation (current Niigata Quality
Supply Co., Ltd.)
October 2014
Joined the Company
Deputy General Manager of Domestic Operations Head Officeand Kanbara Manufacturing Operation of the Company
December 2014 General Manager of Domestic Operations Head Office andIsao Osawa
Quality Assurance Department of the Company(April 29, 1958)
February 2015
Executive Officer of the Company
7,820
Reappointment
General Manager of Domestic Operations Head Office of theCompany
April 2016
In charge of Production of the Company
June 2016
Director and Executive Officer of the Company
April 2018
President of the Company(current position)
January 2020
Chief Executive Officer of the Company(current position)[Significant concurrent positions]
Chairman of the Foundation for Technology Promotion of Electronic Circuit Board[Reason for selection of the candidate for Director]
Mr. Isao Osawa has ample experience and achievements through his involvement mainly in the production division andmanagement of the group-wide production divisions as Director and Executive Officer since 2016. He has been at the helmof the Company’s management as President since April 2018 to demonstrate leadership in further profitability improvement.
The Company has determined that he can appropriately improve corporate value and therefore continues to propose to electhim as Director.
April 1980
Joined Canon Inc.
January 1998
General Manager of F&A of Canon Europa N.V.
January 2000
Assistant CFO & Consumer BU Business Controller of Canon
Europe Ltd.
July 2007
General Manager of Accounting Department of Office Imaging
Products Division of Canon Inc.
2,791
December 2009 SVP & CFO and Treasurer of Canon USA, Inc.
Kunihiko Tedo
October 2012
SVP & CFO and Treasurer of Canon USA, Inc.
(January 1, 1957)
President & CEO of Canon Financial Services, Inc.
Reappointment
April 2016
Outside Audit & Supervisory Board Member of Canon
Marketing Japan Inc.
April 2020
Joined the Company, Advisor
February 2021 General Manager of President Office of the Company(current position)
April 2021
Executive Officer of the Company
June 2021
Director and Executive Officer of the Company(current position)[Reason for selection of the candidate for Director]
Mr. Kunihiko Tedo has ample experience and achievements in the field of business structural reforms through his many years
of involvement in accounting in his previous position and his career in important positions in overseas affiliated companies.
As Director and Exective Officer, he is currently committed to formulating measures for structural reform, etc. and to promoting
projects. The Company has determined that he is qualified to contribute to the improvement of corporate value and therefore
proposes to elect him as Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1991
July 2004

Yoshihisa Yamaguchi(April 3, 1968)
Reappointment

3

January 2011
March 2013
March 2019
August 2019
April 2021
June 2021

Joined the Company
General Manager of Corporate Planning Department of theCompany
Director of CMK CORPORATION (THAILAND) CO., LTD.
General Manager in charge of Electronic Devices Business
Department of the Company
General Manager of Accounting Department of Administration
Office of the Company
Executive Officer of the Company
In charge of Accounting of the Company (current position)
Director and Executive Officer of the Company

Number ofshares of theCompany held

2,791

(current position)

4

July 2022
In charge of CMK Products Corporation(current position)[Reason for selection of the candidate for Director]
Mr. Yoshihisa Yamaguchi has ample experience and achievements through his practical work, mainly through his
involvement in the planning and accounting departments since joining the Company. He is currently demonstrating strong
leadership in promoting business structural reforms as Director and Exective Officer. The Company has determined that he isqualified to contribute to the improvement of corporate value and therefore proposes to elect him as Director.
April 1988
Joined the Company
December 2005 General Manager of Department III of East Japan Region Sales
Division of the Company
January 2015
Senior General Manager of East Japan Region Sales Divisionof the Company
April 2017
Executive Officer of the Company
April 2017
Chairman and President of CMKC (HK) LIMITED
Yoshiaki Ishizaka
April 2017
Chairman and President of CMKC (SHENZHEN), LTD.
(December 3, 1965)
April 2018
4,491
Senior General Manager of West Japan Region Sales Division of
the Company
Reappointment
October 2018
Senior General Manager of Sales Promotion Division of theCompany
June 2019
Chief Marketing Officer of the Company
June 2021
Director and Executive Officer of the Company(current position)

February 2022
In charge of Procurement (current position)
April 2022
In charge of Sales (current position)[Reason for selection of the candidate for Director]
Mr. Yoshiaki Ishizaka has ample experience and achievements through his practical work, mainly through his involvementin the sales division since joining the Company. He currently oversees the Group’s sales and procurement divisions as Directorand Executive Officer and is committed to strengthening the Group’s sales and procurement capabilities on a global basis. The
Company has determined that he can appropriately improve corporate value and therefore continues to propose to elect him as
Director.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Joined Canon Inc.
Seconded to New York Headquarters of Canon U.S.A., Inc.
Unit Executive of Human Resources Unit of Human
Resources Management & Organization Headquarters ofCanon Inc.
April 2012
Executive Officer and Group Executive of Human Resources
Management & Organization Headquarters of Canon Inc.
March 2013
Director and Group Executive of Human Resources
Management & Organization Headquarters of Canon Inc.
March 2014
Director and Group Executive of Planning Headquarters of
Kazuto Ono
Canon Inc.
(July 20, 1957)
March 2015
2,791
Audit & Supervisory Board Member (full-time) of Canon Inc.
November 2019 Senior Managing Director of Japan Audit & Supervisory Board
Reappointment
Members Association
February 2022
Joined the Company, Advisor
April 2022
Executive Officer of the Company
In charge of Personnel System Reform (current position)
In charge of Compliance of the Company
June 2022
Director and Executive Officer of the Company(current position)
July 2022
In charge of Internal Control and CSR of the Company(current position)
December 2022 In charge of Legal Affairs of the Company (current position)[Reason for selection of the candidate for Director]
Mr. Ono Kazuto has ample experience and achievements in reforming personnel systems through his many years of
involvement in human resources and general administration in his previous employment. In addition, he served in important
positions of the Japan Audit & Supervisory Board Members Association, and has excellent insight regarding compliance. As
Director and Executive Officer, he is currently committed to formulating measures for personnel system reform, etc. and topromoting compliance. The Company has determined that he is qualified to contribute to the improvement of corporate
value and therefore proposes to elect him as Director.
April 1980
Joined Canon Inc.
April 2000
General Manager, Product Development and Promotion
Department, Shimomaruko Head Office of Canon Inc.
March 2004 President of Canon Giessen GmbH
April 2009
General Manager, Business Support Department, Imaging andToru Nishizawa
Office Equipment Division of Canon Inc.
(June 28, 1956)
Outside Director of Canon Ecology Industry Inc.
0
July 2011
President of Canon Virginia Inc.
New appointment
President of Canon Life Science
January 2013 Director of Canon Inc.
September 2022 Joined the Company, Advisor
April 2023
Executive Officer of the Company, in charge of Production
Structure Reform (current position)[Reason for selection of the candidate for Director]
Mr. Toru Nishizawa has ample experience and achievements in the field of production structural reforms through his many
years of involvement in production streamlining and product planning in his previous position and his career in important
positions in overseas affiliated companies. As Executive Officer, he is currently committed to promoting structural reform,
etc. The Company has determined that he is qualified to contribute to the improvement of corporate value and therefore
proposes to elect him as Director.
April 1980
July 1987
April 2003

5

6

Number of sharesof the Company
held

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1992
December 1998
June 2000
January 2003
June 2007

7

8

Number of sharesof the Company
heldRegistered as an attorney (Tokyo Bar Association)
Registered as an attorney in the New York State
Joined Asahi & Koma Law Office (current Nishimura & Asahi)Partner, Asahi & Koma Law Office
Joined the foreign law joint enterprise Jones Day
Partner, Jones Day
May 2015
External Audit & Supervisory Board Member, Dexerials
Corporation
January 2016
Founded Ota & Sato
Partner, Ota & Sato
July 2016
Audit & Supervisory Board Member, Lubrizol Japan Limited
Rika Sato(current position)(August 15, 1962)
June 2018
Outside Director of the Company (current position)
0
June
2019
Outside Director, Dexerials Corporation (current position)
Reappointment
OutsideJuly 2019
Founded Sato & Partners
Independent
Representative, Sato & Partners (current position)
November 2019 Examiner for the Bar Examination and Examiner for the
Preliminary Bar Examination (in charge of Code of Civil
Procedure)
June 2022
External Director of NIHON PLAST CO., LTD.
(current position)[Significant concurrent positions]Representative, Sato & Partners
Outside Director, Dexerials Corporation
Audit & Supervisory Board Member, Lubrizol Japan Limited
External Director of NIHON PLAST CO., LTD.
[Reason for selection of the candidate for Outside Director and outline of expected role]
Ms. Rika Sato has provided appropriate advice to the Company’s management and supervision from her independent
position by providing useful advice on management based on her specialist knowledge and experience as a lawyer andmade appropriate remarks in the Board of Directors. Although she has never been involved in the management of acompany other than as an Outside Director, the Company has determined that she can appropriately perform her duties as
an Outside Director for the aforementioned reasons, and the Company expects her to contribute to the improvement ofobjectivity and transparency of the Nomination and Remuneration Advisory Committee, with the aim of continuously
improving the Group’s corporate value, and therefore continues to propose to elect her as Director.
April 1978
Joined ROKU-ROKU SANGYO, LTD
June 2003
Director and Executive Officer of ROKU-ROKU SANGYO,
Mitsuru Kaitoh
LTD(November 17, 1953)
0June 2009
Director and Executive Managing Officer of ROKU-ROKUSANGYO, LTD
Reappointment
June 2010
Vice President of ROKU-ROKU SANGYO, LTD
OutsideJune
2016
President of ROKU-ROKU SANGYO, LTD (current position)
Independent[Significant concurrent positions]
President of ROKU-ROKU SANGYO, LTD[Reason for selection of the candidate for Outside Director and outline of expected role]
Mr. Mitsuru Kaitoh has been providing useful advice on the Company’s management, and supervision from an independent
standpoint, by utilizing his ample experience and wide-ranging knowledge through his many years of work experience inthe manufacturing industry and as a Representative Director, and by making comments as appropriate at meetings of theBoard of Directors. He is expected to provide advice from a management perspective and contribute to the improvementof objectivity and transparency of the Nomination and Remuneration Advisory Committee, with the aim of continuously
improving the Group’s corporate value, and therefore continues to propose to elect him as Director.
He is the President of ROKU-ROKU SANGYO, LTD and the Company and ROKU-ROKU SANGYO, LTD. have abusiness relationship for equipment and parts, etc., but the amount of transaction is minimal, less than 0.5% of net sales ofboth companies, and therefore it is not a significant business relationship.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number of sharesof the Company
heldApril 1979
June 2002

9

Joined Toray Industries, Inc.
General Manager, Electronics and Information Materials Sales
Division of Toray Industries, Inc.
June 2006
Advisor, Head of the Electronics and Information Materials
Research Center of Toray Industries, Inc.
Shoshiro Taneichi
May 2009
Advisor, in charge of the Electronics and Information Materials(July 29, 1953)
Division (Technology and Production) of Toray Industries, Inc.
0
June 2011
Executive Director, in charge of the Environment and Amenity
New appointment
Products
Division(Technology
andProduction),
GeneralOutsideManager, Shiga Plant of Toray Industries, Inc.
Independent
June 2012
Executive Director, General Manager, Shiga Plant of Toray
Industries, Inc.
June 2016
Corporate Auditor of Toray Industries, Inc.
June 2020
Executive Director of Toray Industries, Inc., Chairman ofGreenerity GmbH (due to resign in June 2023)[Reason for selection of the candidate for Outside Director and outline of expected role]
Mr. Shoshiro Taneichi possesses extensive experience in key management positions at his previous position, including
experience as an auditor, and is expected to contribute to improving the corporate value of the Company by providing
effective advice on the management of the Company and supervision from an independent standpoint, and therefore theCompany proposes his election as candidate for Outside Director.

(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. Ms. Rika Sato, Mr. Mitsuru Kaitoh, and Mr. Shoshiro Taneichi are candidates for Outside Director. The terms of office of
Ms. Rika Sato and Mr. Mitsuru Kaitoh as Outside Director will be five (5) years and three (3) years, respectively, at theconclusion of this Annual General Meeting of Shareholders.
3. The Company has submitted notification that Ms. Rika Sato and Mr. Mitsuru Kaitoh have been designated as Independent
Directors/Auditors as stipulated by the Tokyo Stock Exchange. If Ms. Rika Sato and Mr. Mitsuru Kaitoh are re-elected as
Outside Directors, the Company intends to submit notification concerning their continuing appointment as Independent
Directors. Further, Mr. Shoshiro Taneichi meets the requirements for Independent Director/Auditor stipulated by the Tokyo
Stock Exchange. If he is elected as Outside Director, the Company intends to submit notification concerning his
appointment as Independent Director.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreementwith Ms. Rika Sato, and Mr. Mitsuru Kaitoh to limit the liability under Article 423, Paragraph 1 of the Companies Act. The
maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations. If the reelectionof Ms. Rika Sato and Mr. Mitsuru Kaitoh is approved, the Company plans to continue the same agreement with them. In
addition, if the election of Mr. Shoshiro Taneichi is approved, the Company plans to enter into the aforementioned
agreement with him
5. The Company has entered into a directors and officers liability insurance agreement as provided for in Article 430-3,
Paragraph 1 of the Companies Act, with an insurance company, naming the Company’s Directors as the insured parties.
The said insurance covers damages that may arise from the insured parties assuming responsibility. All candidates for
Director will be insured under the said insurance agreement if they are elected as Director.

- 10 -

Proposal 3:
Election of One(1) Corporate Auditor
The terms of office of Corporate Auditors Mr. Masashi Koike and Mr. Yuji Yamanashi will expire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of one(1) Corporate Auditor to bring the number of Corporate Auditors to three (3), one fewer than previous basedon a decision that the effectiveness of audits by Corporate Auditors could be maintained and ensured bystrengthening coordination with the Internal Audit Department.
The candidate for Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1980
July 2004

Number ofshares of theCompany held

Joined Kewpie Corporation

General Manager, Labor Management Department,Division of
Personnel Affairs of Kewpie Corporation
Kiyotaka Yokokoji February 2010
President and Representative Director of K.System Co., Ltd.
(November 17, 1957) February 2013
Corporate Officer, Senior General Manager, Division of0
Personnel Affairs of Kewpie Corporation
New appointment
February 2018
Full-time Corporate Auditor of Kewpie Corporation
OutsideMay 2023
Audit & Supervisory Board Member (Outside) of ALink
Independent
Internet, INC. (current position)[Significant concurrent positions]Audit & Supervisory Board Member (Outside) of ALink Internet, INC[Reason for selection of the candidate for Outside Corporate Auditor]
Mr. Kiyotaka Yokokoji has extensive experience and wide-ranging insight through his many years of experience at operatingcompanies and as a corporate auditor. The Company has determined that he is qualified to strengthen the auditing system of
the Company and therefore proposes to elect him.
(Notes) 1. There are no special interests between each candidate for Corporate Auditor and the Company.
2. Mr. Kiyotaka Yokokoji is a candidate for Outside Corporate Auditor. He meets the requirements for Independent
Director/Auditor stipulated by the Tokyo Stock Exchange. If he is elected as Outside Corporate Auditor, the Company
intends to submit notification concerning his appointment as Independent Director.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, if this proposal is approved and Mr. Kiyotaka
Yokokoji is elected as Corporate Auditor, the Company intends to conclude a liability limitation agreement with him to
limit his liability under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to theagreement is the amount stipulated by laws and regulations.
4. The Company has entered into a directors and officers liability insurance agreement with an insurance company as provided
for in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company, naming the Company’s Corporate
Auditor as the insured parties. The said insurance covers damages that may arise from the insured parties assuming
responsibility. Candidate for Corporate Auditor will be insured under the said insurance agreement if they are elected as
Corporate Auditor.

- 11 -

Proposal 4:

Election of One (1) Substitute Corporate Auditor

In order to fill a deficiency in the number of Corporate Auditors stipulated under laws and regulations, theelection of one (1) Substitute Corporate Auditor is proposed. The effective period of the term of office of the
Substitute Corporate Auditor is from the conclusion of this General Meeting to the time of the next Annual
General Meeting of Shareholders.
The candidate for Substitute Corporate Auditor is as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
Name(Date of birth)

Past experience, positions,and significant concurrent positions
October 2002
April 2011
September 2014

June 2015
March 2019
Yukako Oshimi(August 11, 1976)

June 2019
November 2021
January 2022

Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined Nagashima Ohno & Tsunematsu
Seconded to Ricoh Company, Ltd.
Joined Shibata, Suzuki & Nakada
Partner, Shibata, Suzuki & Nakada(current position)
Outside Corporate Auditor of JP-Holdings Inc.
Outside Corporate Auditor of FUJI SOFT INCORPORATED(current position)
Outside Corporate Auditor of KUREHA CORPORATION(due to resign in June 2023)

Number ofshares of theCompany held

0Supervisory Director of ORIX JREIT Inc. (current position)
Outside Audit & Supervisory Board Member of Prored Partners
Co., Ltd. (current position)[Significant concurrent positions]
Partner, Shibata, Suzuki & Nakada
Outside Corporate Auditor of FUJI SOFT INCORPORATEDSupervisory Director of ORIX JREIT Inc.
Outside Audit & Supervisory Board Member of Prored Partners Co., Ltd.

[Reason for selection of the candidate for Substitute Outside Corporate Auditor]
The Company proposes election of Ms. Yukako Oshimi in order to utilize her professional knowledge and experience as an
attorney as well as strengthen the auditing system of the Company from her objective standpoint. While she has not had
previous involvement with corporate management except for being an Outside Officer, it has been determined that she canappropriately carry out her duties as Outside Corporate Auditor for the above reasons.
(Notes) 1. There are no special interests between each candidate for Substitute Corporate Auditor and the Company.
2. The Company elects Ms. Yukako Oshimi as Substitute Outside Corporate Auditor. She meets the requirements for
Independent Director/Auditor stipulated by the Tokyo Stock Exchange.
3. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability
limitation agreement with Outside Corporate Auditors to limit the liability under Article 423, Paragraph 1 of the Companies
Act. If she assumes the office of Outside Corporate Auditor, the Company plans to conclude the agreement with her. The
maximum amount of liability pursuant to the agreement is the amount stipulated by laws and regulations.
4. In July 2018, while Ms. Yukako Oshimi was in office as an outside Audit & Supervisory Board Member of JP Holdings
Co., Ltd., the company announced that it acknowledged breach of the duty of due care of a prudent manager on the part of
the representative director of the company at that time in connection to some of the expenses related to the extraordinary
General Meeting of Shareholders of the third quarter of the fiscal year ended March 31, 2018. She has always maderecommendations at the Board of Directors meetings, etc. from the viewpoint of legal compliance, and when the breach
was acknowledged, she has fulfilled her duties such as by conducting thorough investigations of the fact.
5.The Company has entered into a directors and officers liability insurance agreement with an insurance company as provided
for in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company, naming the substitute Corporate
Auditor as the insured parties. The said insurance covers damages that may arise from the insured parties assuming
responsibility. Candidate for substitute Corporate Auditor will be insured under the said insurance agreement if they areelected as substitute Corporate Auditor.

- 12 -

(Reference) Skill Matrix of the Board of Directors after the General Meeting of Shareholders
If the proposals are approved and adopted as originally proposed at this General Meeting of Shareholders,the composition of Directors and Corporate Auditors, and the particularly expected roles, expertise andbackground of each person will be as shown below.
Name

Director

Corporate
AuditorIsao
Osawa
Kunihiko
Tedo
Yoshihisa
Yamaguchi
YoshiakiIshizaka
KazutoOno
Toru
Nishizawa
Rika
Sato
Mitsuru
KaitohShoshiro
TaneichiAkihiroOkabe
Masaki
AshibeKiyotaka
Yokokoji

Corporate
management

Finance /Accounting●

Manufacturing/ Technology /Development

Sales /
Marketing●Globalexperience

Law

Personnel andlabor / Human
resourcesdevelop-ment

Gender

●

Male

●

●

●

Male

●

●

●

Male

●

Male

●

●

●

●

●

●

●

●

●

●

●

●

●

Female

●

Male

●
●

Male

●

Male
Male

●

●

●

(Note) The above list does not represent all the knowledge and experience of each person.

- 13 -

Male
Male

●
●

●

●

Male

Proposal 5:

Election of an Accounting Auditor

The term of office of the Company’s Accounting Auditor, Shinjyuku Audit Corporation, is due to expire at
the conclusion of this General Meeting of Shareholders. Therefore, the Company hereby proposes a new
Accounting Auditor.
This proposal is based on the determination of the Board of Corporate Auditors.
The Board of Corporate Auditors hereby proposes Ernst & Young ShinNihon LLC as Accounting Auditor.
In addition to possessing the specialist capabilities, independence and quality control system required of an
Accounting Auditor to conduct audits in an appropriate manner, the Board of Corporate Auditors deemed Ernst& Young ShinNihon LLC as a suitable candidate giving comprehensive consideration to the firm’s
understanding of the areas of business in which the Company operates, and of the systems the firm has in place
to ensure that accounting audits of the Company are conducted in a fair and suitable manner.
The candidate for Accounting Auditor is as follows.
As of March 31, 2023
Name

Ernst & Young ShinNihon LLC

Address

Hibiya Mitsui Tower, Tokyo Midtown Hibiya, 1-1-2 Yuraku-cho, Chiyoda-ku, Tokyo

BackgroundEstablished April 2000
Personnel structure
Chairwoman Masami Katakura
No. of employees

Summary

CPAs

3,034

Partly-qualified accountants

1,148

Others

1,523

Total

5,705

- 14 -