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, theoriginal shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Securities code: 4043
June 7, 2023
(Electronic provisional measures commence on May 25, 2023)
To Those Shareholders with Voting Rights
Hiroshi Yokota
Representative Director
Tokuyama Corporation
1-1 Mikage-cho, Shunan-shi, Yamaguchi

Notice of Convocation of the 159th Ordinary General Meeting of Shareholders
We are pleased to announce the 159th Ordinary General Meeting of Shareholders of the Company.
In convening this General Meeting of Shareholders, the Company has taken measures to provide theinformation contained in the Reference Documents for the General Meeting of Shareholders (items
for electronic provision) electronically in the form of the “Notice of Convocation of the 159th Ordinary
General Meeting of Shareholders.” Please access the Company's website below to view thisinformation.
The Company’s Website
https://www.tokuyama.co.jp/eng/ir/event/general_meeting.html
In addition to the above website, the Company has also disclosed items for electronic provision on theInternet. To view such information on the Tokyo Stock Exchange (TSE) website (TSE Listed
Company Information Service), enter and search for the issue name (company name) or securities
code (4043), then select "Basic Information" or "Documents Available for Public Inspection/PR
Information."
Tokyo Stock Exchange website (TSE listed Company Information Service)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Online convocation: https://s.srdb.jp/4043/ (Please see the cover for the QR code.)
Even if you refrain from attending the meeting, you can exercise your voting rights in writing or
via the Internet. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 6:00 p.m. on Thursday, June 22, 2023.
Exercise of Voting Rights via the Internet
Access the Company’s designated voting rights exercise website (https://evote.tr.mufg.jp/), input
the login ID and temporary password indicated on the enclosed Voting Rights Exercise Form,follow the instructions on the screen, and input your approval or disapproval of the proposals by
the voting deadline indicated above.
Exercise of Voting Rights in Writing (by Mail)
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights
Exercise Form and return it so that it arrives by the voting deadline indicated above.

- 1 -1. Date and time:

Friday, June 23, 2023, at 10:00 a.m. (Reception opens at 9:00 a.m.)

2. Place:

Tokuyama Corporation Culture Gymnasium
1-1-25, Eguchi, Shunan-shi, Yamaguchi

3. Meeting agenda
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 159th Fiscal
Term (from April 1, 2022 to March 31, 2023) and the Results of Audits of the Consolidated
Financial Statements by the Accounting Auditor and the Audit and Supervisory Committee
2. Report on the Non-Consolidated Financial Statements for the 159th Fiscal Term (from April
1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal No. 3: Election of Five (5) Directors who are Audit and Supervisory Committee
Members- 2 -4. Decision for convocation(1) Of the items for electronic provision, the following items are not included in the paper copy to
be sent to shareholders who have requested it, pursuant to the provisions of applicable laws andregulations and Article 16 of the Articles of Incorporation. Accordingly, this paper copy is partof the documents audited by the Audit and Supervisory Committee Member and the Accounting
Auditor in preparing the audit report.
(i) “Systems to Ensure Appropriateness of Execution of Duties by Directors comply with Laws
and Regulations and the Articles of Incorporation, Systems to Ensure Appropriateness of
Other Operations, and Operational Status of the Systems” and “Basic Policy on Control of
the Company”(ii) “Consolidated Statement of Changes in Equity” and “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements(iii) “Non-Consolidated Statement of Changes in Equity” and “Notes to the Non-Consolidated
Financial Statements” of the Non-Consolidated Financial Statements(2) If you exercise your voting rights in duplicate both in writing using the Voting Rights Exercise
Form and via the Internet, etc., your vote exercised via the Internet, etc. will be deemed valid. If
you exercise your voting rights multiple times via the Internet, your last vote exercised will bedeemed valid.
(3) If you do not indicate your approval or disapproval of each agenda item on the returned Voting
Rights Exercise Form, we will assume that you have indicated your approval.
(4) Please refer to the information on the exercise of voting rights.

* When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
* If there are any changes to the items for electronic provision, the information will be posted on thewebsites shown above.
* If there are any changes to how the meeting will be run, etc., the information will be posted on thewebsite of the Company as shown above.

- 3 -Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1: Appropriation of Surplus
The Company makes payment of cash dividends to shareholders, in principle on a continuous andstable basis, while taking into consideration business performance, dividend payout ratio, and the
medium-term business plan.
Meanwhile, we will appropriate internal reserves for establishing a sound financial structure inpreparation for operational risks, and for making capital investments and other investments tofurther raise our corporate value for the future.
Based on the above policies, the Company proposes the year-end dividends for this fiscal year as
follows.
1. Type of dividend property:
Dividends will be paid in cash.
2. Matters concerning the allocation of dividend property to shareholders and total amountthereof:35 yen per share of common stock of the Company
The total amount: 2,522,521,960 yen
As the Company has paid an interim dividend of 35 yen per share for this fiscal year, this makes
the annual dividend 70 yen per share.
3. Effective date of distribution of surplus
June 26, 2023

- 4 -

Proposal No. 2: Election of Four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
The terms of office of all four (4) Directors will expire at the close of this General Meeting of
Shareholders.
Accordingly, we request the election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members).
Furthermore, we confirmed that there were no matters of note expressed by the Audit andSupervisory Committee at the General Meeting of Shareholders with regard to this proposal.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows:

No.

Name

1

Candidate forreelection

Hiroshi Yokota

2

Candidate forreelection

Hideo Sugimura

3

Candidate forreelection

Fumiaki Iwasaki

4New
candidate

Tomohiro Inoue

Current position and assignment at theCompany
Representative Director, In charge ofChemicals, Cement, and Audit Office,President and Executive Officer
Representative Director, In charge ofCorporate Planning, Corporate Social
Responsibility, General Affairs &Human Resources, Procurement &Logistics, Secretarial Dept., Digital
Administration & Planning, and Carbon
Neutral Strategy, Senior Managing
Executive Officer, General Manager,
Corporate Planning Div.
Director, In charge of Life Science, Eco
Business, New Business, and Research& Development, Managing Executive
Officer, General Manager, Research &Development Div. and New Business
Div.
Managing Executive Officer, General
Manager, Eco Business Div. and
Deputy General Manager, Cement
Business Div.

Notes:
1. There are no special interests between the candidates and the Company.

- 5 -Attendance atmeetings of theBoard of Directors
17/17(100%)

17/17(100%)

17/17(100%)

—

No.

Name
(Date of birth)

Career Summary, Position and Assignment
April 1985

Joined the Company

April 2008

General Manager, Fine Chemicals Sales Dept.

January 2010

General Manager, Silica Products Sales Dept.

April 2014

Executive Officer, General Manager, Specialty Products
Business Div.

March 2015

President and Executive Officer

June 2015

Number of Company Shares
Owned:
32,600 shares

Representative Director, In charge of all businessdivisions, Corporate Planning Div., Audit Office,Secretarial Dept. and General & Personnel Affairs,
President and Executive Officer

June 2017

Representative Director, In charge of all businessdivisions and Audit Office, President and Executive
Officer

Tenure as Director:
8 years

June 2019

Representative Director, In charge of Chemicals,
Cement, Life & Amenity, Research & Development, andAudit Office, President and Executive Officer

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)

June 2020

Representative Director, In charge of Chemicals,
Cement, Life & Amenity, and Audit Office, President
and Executive Officer

April 2021

Representative Director, In charge of Chemicals,
Cement, Audit Office, and Carbon Neutral Strategy,
President and Executive Officer

April 2022

Representative Director, In charge of Chemicals,
Cement, Audit, President and Executive Officer (Topresent)

Reelection
Hiroshi Yokota(October 12, 1961)

1

Reasons for nomination as candidate for Director
Mr. Hiroshi Yokota is responsible for the management of the Company as Representative Director and President
and Executive Officer. Based on his track record working on the promotion of the Medium-Term Management
Plan such as portfolio transformation, carbon neutrality, etc., utilizing abundant operational experience inpersonnel and labor issues, traditional businesses, and advanced materials, we have determined that he is theright person to play a part in increasing the corporate value of the Tokuyama Group. Therefore we request his
reelection as Director.

- 6 -

No.

Name
(Date of birth)

Career Summary, Position and Assignment
April 1984

Joined the Company

April 2007

Senior Chief, ERP Promotion Div. of the Company

May 2009

Senior Chief, ISAAC Promotion Div.

August 2011

Senior Chief of the Company, temporary transferred to
Excel Shanon Corporation

December 2014

General Manager, Management Support Center

April 2015

Executive Officer, General Manager, Corporate Planning
Div. of the Company

April 2017Managing Executive Officer, General Manager,
Corporate Planning Div.

June 2017

Director, In charge of Corporate Planning Div., General
Affairs & Human Resources, and Secretarial Dept.,
Managing Executive Officer, General Manager,
Corporate Planning Div.

April 2019

Director, In charge of Corporate Planning, General
Affairs & Human Resources, and Secretarial Dept.,
Managing Executive Officer, General Manager,
Corporate Planning Div.

June 2019

Director, In charge of Corporate Planning, Corporate
Social Responsibility, General Affairs & Human
Resources, Procurement & Logistics and Secretarial
Dept., Managing Executive Officer, General Manager,
Corporate Planning Div.

April 2021

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General
Affairs & Human Resources, Procurement & Logistics
and Secretarial Dept., Senior Managing Executive
Officer, General Manager, Corporate Planning Div.

April 2022

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General
Affairs & Human Resources, Procurement & Logistics
and Secretarial Dept., Senior Managing Executive
Officer, General Manager, Corporate Planning Div. and
New Business Div.

April 2023

Representative Director, In charge of Corporate
Planning, Corporate Social Responsibility, General
Affairs & Human Resources, Procurement & Logistics,
Secretarial, Digital Administration & Planning, andCarbon Neutral Strategy, Senior Managing Executive
Officer, General Manager, Corporate Planning Div. (Topresent)

Reelection
Hideo Sugimura(October 22, 1959)
Number of Company Shares
Owned:
6,903 shares
Tenure as Director:
6 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)

Reasons for nomination as candidate for Director
Mr. Hideo Sugimura is responsible for the management of the Company as Representative Director and Senior
Managing Executive Officer. Based on his abundant operational experience in the introduction of an information
system, management of an overseas subsidiary, and reconstruction of a domestic subsidiary and his track recordin promoting growth by making plans and strategies as a general manager with responsibility for the Corporate
Planning Div. and corporate business management, we have determined that he is the right person to play a partin increasing the corporate value of the Tokuyama Group. Therefore we request his reelection as Director.

- 7 -

No.

Name
(Date of birth)

Reelection
Fumiaki Iwasaki(December 21, 1960)
Number of Company Shares
Owned:
2,642 shares

3

Tenure as Director:
3 years
Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)Career Summary, Position and Assignment
April 1986

Joined the Company

April 2007

General Manager, Advanced Materials Development
Dept.

April 2010

Deputy General Manager, Specialty Products
Development Dept. (Tsukuba)

April 2012

General Manager, Kashima Factory, General Manager,
Fine Chemicals Manufacturing Dept.

April 2017

Executive Officer, General Manager, Research &Development Div., General Manager, Corporate
Development Dept., General Manager, MA Dept.

April 2020

Managing Executive Officer, General Manager,
Research & Development Div., General Manager,
Tsukuba Research Lab.

June 2020

Director, In charge of Research & Development,
Managing Executive Officer, General Manager,
Research & Development Div., General Manager,
Tsukuba Research Lab

April 2021

Director, In charge of Life Science, Eco Business, andResearch & Development, Managing Executive Officer,
General Manager, Research & Development Div.,
General Manager, Tsukuba Research Lab.

April 2023

Director, In charge of Life Science, Eco Business, New
Business, and Research & Development, Managing
Executive Officer, General Manager, Research &Development Div. and New Business Div. (To present)

Reasons for nomination as candidate for Director
Mr. Fumiaki Iwasaki is responsible for the management of the Company as Director and Managing Executive
Officer. Based on his abundant experience he has gained in the field of research and development andmanufacturing technology and his track record of actively working to promote new research and development,
we have determined that he is the right person to play a part in increasing the corporate value of the TokuyamaGroup. Therefore we request his reelection as Director.

- 8 -

No.

Name
(Date of birth)

New election
Tomohiro Inoue(December 8, 1964)
Number of Company Shares
Owned:
1,700 shares
Tenure as Director:—
4

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:—

Career Summary, Position, Assignment andPrincipal Concurrent Positions
April 1989

Joined the Company

December 2012

Senior Chief, Business Promotion Project Dept.

April 2013

General Manager, Business Promotion Project Dept.

May 2013

Senior Chief, Corporate Planning Dept.

April 2014

Senior Chief, Business Promotion Center

April 2015

General Manager, Recycling & Environment Promotion
Dept.

April 2018

General Manager, Cement Manufacturing Dept.

April 2021

Executive Officer, Deputy General Manager, Cement
Business Div. and General Manager, Cement
Manufacturing Dept.

April 2022

Executive Officer, General Manager, Eco Business Div.
and Deputy General Manager, Cement Business Div.,
President, Tokuyama Chiyoda Gypsum Co,. Ltd. (Topresent)

April 2023

Managing Executive Officer, General Manager, Eco
Business Div. and Deputy General Manager, Cement
Business Div. (To present)
President, Tokuyama Chiyoda Gypsum Co,. Ltd. (Topresent)(Principal Concurrent Positions)
Director, ASTOM Corporation
Reasons for nomination as candidate for Director
Mr. Tomohiro Inoue strives to promote the Company’s business as Managing Executive Officer, General
Manager, Eco Business Div. and Deputy General Manager, Cement Business Div. Based on his track record
proactively working on the promotion of a broad range of businesses, his abundant knowledge accumulated
through his experience in overseas operations, planning, business promotion projects, and serving as General
Manager of the Manufacturing Dept., etc., we have determined that he is the right person to play a part inincreasing the corporate value of the Tokuyama Group. Therefore we newly propose his election as Director.

- 9 -Proposal No. 3 Election of Five (5) Directors who are Audit and Supervisory Committee
Members
The terms of office of all five (5) Directors who are Audit and Supervisory Committee Members
will expire at the close of this General Meeting of Shareholders.
Accordingly, we request the election of five (5) Directors who are Audit and Supervisory
Committee Members.
The Audit and Supervisory Committee has given its consent to the submission of this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

No.

Name

Current position andassignment at the Company
Director (Audit andSupervisory Committee
Chair)
External Director (Audit andSupervisory Committee
Member)External Director (Audit andSupervisory Committee
Member)Attendance atmeetings of theBoard ofDirectors

Attendance atmeetings of
the Audit andSupervisory
Committee

17/17(100%)

24/24(100%)

17/17(100%)

24/24(100%)

17/17(100%)

24/24(100%)

1

Candidate forreelection

Yoji Miyamoto

2

Candidate forreelection

Yuzo Kawamori

3

Candidate forreelection

Nobuko Mizumoto

4New
candidate

Hiraku Ishizuka

—

—

—

5

New
candidate

Naoki Kondo

—

—

—

- 10 -

No.

Name(Date of birth)
Reelection
Youji Miyamoto(January 22, 1958)
Number of Company Shares
Owned:
2,200 shares
Tenure as Director:
6 years

1

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)Career Summary, Position and Assignment
April 1980

Joined the Company

April 2005

General Manager, Accounting Dept.

October 2007

Senior Chief, Management Support Center (Tokuyama)

October 2011

General Manager, Foreign Trade Control Dept.

June 2013

Senior Chief, Corporate Social Responsibility Div.

June 2013

Audit & Supervisory Board Member

June 2017

Director (Audit and Supervisory Committee Member)June 2019

Director (Audit & Supervisory Committee Chair) (Topresent)(Principal Concurrent Positions)Auditor, ASTOM Corporation
Auditor, Tokuyama Dental Corporation
Audit and Supervisory Board Member, A&T Corporation

Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2023:
24/24 (100%)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Mr. Youji Miyamoto is supervising the management properly as a Director who is an Audit and Supervisory
Committee Member. He has a high degree of expertise in finance and accounting gained through his years ofaccounting operation at the Company, and has been supervising the management as an Audit & Supervisory
Board Member of the Company from 2013 and as a Director who is an Audit and Supervisory Committee
Member from 2017. For this reason, we have determined that he is the right person as a Director who is an Audit
and Supervisory Committee Member. Therefore we request his reelection.

- 11 -

No.

Name(Date of birth)
Reelection
Candidate for External Director

Yuzo Kawamori(July 25, 1947)
Number of Company Shares
Owned:
1,700 shares
Tenure as Director:
4 years2

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)
Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2023:
24/24 (100%)Career Summary, Position and Assignment
April 1971

Joined Kansai Paint Co., Ltd.

October 2000

Deputy General Manager, Sales Dept., International
Business Div.

June 2002

Director, General Manager, International Business Div.

June 2005

Managing Director, Supervision of Sales, Painting
Business Dept. (automotive painting and industrial
painting), General Manager, Sales Planning
Administration Div., General Manager, International
Business Div.

June 2007

Senior Managing Director, Supervision of Sales,
Painting Business Dept. (automotive painting andindustrial painting), General Manager, Sales Planning
Administration Div., General Manager, International
Business Div.

April 2010

Representative Director and President

April 2013

Representative Director

June 2013

AdvisorJune 2017

Honorary Councilor (To present)

June 2019

Director (Audit and Supervisory Committee Member) of
the Company (To present)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee
Member and Overview of the expected role
Mr. Yuzo Kawamori provides appropriate supervision and useful advice to the management of the Company as
an External Director who is an Audit and Supervisory Committee Member, based on his abundant experienceand broad insight in the manufacturing industry as a corporate manager. He is expected to continue to properly
supervise the management of the Company and to actively give useful opinions and advice on our businesspromotion including overseas business based on his advanced expertise and insight. For this reason, we havedetermined that he is the right person to play a Director who is an Audit and Supervisory Committee Member.
Therefore we request his reelection.

- 12 -

No.

Name(Date of birth)
April 1982

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(Currently IHI Corporation)

July 2004

General Manager of TX Preparation Division

April 2006

General Manager of New Business Creation Group,
Corporate Planning Division

October 2008

General Manager of Recruit Group, Human Resources
Division(March 31, 1957)

April 2012

Number of Company Shares
Owned:
500 shares

General Manager of Corporate Social Responsibility
Division

April 2014

Executive Officer, General Manager of Group Business
Process Platform Control Division

April 2016

Executive Officer, General Manager of Procurement
Strategy Planning

April 2017

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:
17/17 (100%)

Managing Executive Officer, General Manager,
Procurement Strategy Planning

April 2018

Managing Executive Officer, General Manager ofIntelligent Information Management Headquarters

June 2018

Director, Managing Executive Officer, General Manager
of Intelligent Information Management Headquarters

Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2023:
24/24 (100%)

April 2020

Director

July 2020

Advisor (Executive Fellow)

April 2021

Advisor (To present)

June 2021

Director, Tokuyama Corporation (Audit and Supervisory
Committee Member) (To present)

Reelection
Candidate for External Director

Nobuko Mizumoto

Tenure as Director:
2 years3

Career Summary, Position and Assignment(Principal Concurrent Positions)
Outside Director, Taikisha Ltd. (Scheduled to retire in June 2023)
Outside Director, Okamura Corporation (Scheduled to assume office in June
2023)

Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee Member
and overview of the expected role
After experience as a researcher in the manufacturing industry, Ms. Nobuko Mizumoto has gained a wide andabundant experience as a manager through her career in major posts in the head office divisions. For this reason,
we request her reelection as an External Director who is an Audit and Supervisory Committee Member as we
expect her to offer appropriate supervision and provide invaluable advice on the management by utilizing theabundant experience and advanced insight.

- 13 -

No.

Name(Date of birth)

New election
Candidate for External Director

Hiraku Ishizuka(December 29, 1960)
Number of Company Shares
Owned:
0 shares
Tenure as Director:—

4

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,
2023:—

Career Summary, Position and Assignment
April 1984

Joined The Sanwa Bank, Ltd. (Currently MUFG Bank,
Ltd.)

June 2011

Executive Officer, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (Currently MUFG Bank, Ltd.)

June 2012

Executive Officer, The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (Currently MUFG Bank, Ltd.)
Executive Officer, Mitsubishi UFJ Financial Group, Inc.

May 2014

Managing Executive Officer, The Bank of TokyoMitsubishi UFJ, Ltd. (Currently MUFG Bank, Ltd.)
Representative Director & Vice President, Vice President& Executive Officer, Mitsubishi UFJ NICOS Co., Ltd.
Representative Director & Vice President, Vice President& Executive Officer, Mitsubishi UFJ NICOS Co., Ltd.
Executive Officer, Mitsubishi UFJ Financial Group, Inc.

June 2018
January 2019
June 2019

Representative Director & Representative Director,
President and Executive Officer, Mitsubishi UFJ NICOS
Co., Ltd. (To present)

June 2023

Representative Director & Chairman, Mitsubishi UFJ
NICOS Co., Ltd. (Scheduled to assume office)Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2023:—

Reasons for nomination as candidate for External Director who is an Audit and Supervisory
Committee Member and overview of the expected role
Mr. Hiraku Ishizuka possesses an abundance of experience and broad insight as a corporate manager
in financial institutions, therefore based on his knowledge on finance and accounting and insights onfinance and other economics in general, he is expected to properly supervise the management of theCompany and to actively give useful opinions and advice based on his advanced expertise and insight.
We have determined that he is the right person as a Director who is an Audit and Supervisory
Committee Member, therefore we newly propose his election.

- 14 -

No.

Name(Date of birth)
New election

October 2000

Registered as Lawyer
Joined Tokiwa Sogo Law Offices

Candidate for External Director

March 2004

Joined Oh-Ebashi LPC & Partners

Naoki Kondo

March 2009

Registered as a New York State Attorney(December 4, 1973)

July 2009

Number of Company Shares
Owned:
0 shares

Deputy Director (Trade Negotiations and Dispute
Settlement), Trade Policy Bureau, Ministry of Economy,
Trade and Industry

December 2012

Joined Oh-Ebashi LPC & Partners

January 2016

Partner, Oh-Ebashi LPC & Partners (To present)

Tenure as Director:—

5Career Summary, Position and Assignment

Attendance at meetings of theBoard of Directors during the
fiscal year ended March 31,2023:—(Principal Concurrent Positions)
Outside Director (Audit and Supervisory Committee Member), ibis inc.

Attendance at meetings of the
Audit & Supervisory
Committee during the fiscal
year ended March 31, 2023:—
Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee Member andoverview of the expected role
Mr. Naoki Kondo has not been involved in the management of a company other than in the roles of an Outside
Director and Outside Auditor, however based on his specialist perspective and abundant experience as a lawyer, heis expected to properly supervise the management of the Company and to actively give useful opinions and advice
based on his advanced expertise and insight. We have determined that he is the right person as a Director who is an
Audit and Supervisory Committee Member. Therefore we newly propose his election.

- 15 -

Notes:1. The four (4) candidates, Mr. Yuzo Kawamori, Ms. Nobuko Mizumoto, Mr. Hiraku Ishizuka, and Mr.
Naoki Kondo are candidates for External Director.
2. There are no special interests between the five (5) candidates, Mr. Youji Miyamoto, Mr. Yuzo
Kawamori, Ms. Nobuko Mizumoto, Mr. Hiraku Ishizuka, and Mr. Naoki Kondo —and the Company.
3. The four (4) candidates, Mr. Yuzo Kawamori, Ms. Nobuko Mizumoto, Mr. Hiraku Ishizuka, and Mr.
Naoki Kondo are not planning to receive a large amount of money or other assets from the Company
or a business with a specified relationship with the Company, nor have they received these in thepast two years.
4. The four (4) candidates, Mr. Yuzo Kawamori, Ms. Nobuko Mizumoto, Mr. Hiraku Ishizuka, and Mr.
Naoki Kondo are not a spouse or relative within the third degree of consanguinity or of similar
status of an executive or officer of the Company or a business with a specified relationship with theCompany, or the like.
5. Mr. Yuzo Kawamori, and Ms. Nobuko Mizumoto are currently External Directors of the Company.
Mr. Yuzo Kawamori will have served four (4) years and Ms. Nobuko Mizumoto will have served
two (2) years as External Directors of the Company at the close of this General Meeting of
Shareholders.
6. The Company has concluded agreements with Mr. Youji Miyamoto, Mr. Yuzo Kawamori, and Ms.
Nobuko Mizumoto pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act tolimit the amount of their liability for damages as provided for in Article 423, Paragraph 1 of theCompanies Act. Pursuant to the agreement, the amount of liability to damages shall be the minimum
amount provided for by the laws and regulations. The Company will continue the said agreement if
their election as External Directors is approved. The Company will also conclude an agreement
having similar contents with Mr. Hiraku Ishizuka and Mr. Naoki Kondo if their elections as External
Directors are approved.
7. The Company has notified the Tokyo Stock Exchange that Mr. Yuzo Kawamori, and Ms. Nobuko
Miyamoto are independent officers in accordance with its Securities Listing Regulations. After theirelection is approved, they will continue to be notified as independent officers. In addition, if theelections of Mr. Hiraku Ishizuka and Mr. Naoki Kondo are approved, the Company intends to makethe same notification to the Tokyo Stock Exchange.
8. The name of Ms. Nobuko Mizumoto in the family register is Nobuko Saita.
Regarding the directors and officers liability insurance policy for the candidates for
Proposals No. 2 and No. 3.
The Company has entered into a directors and officers liability insurance policy, whose content issummarized below, so that officers can fully fulfill their expected roles in the execution of theirduties. We plan to renew the contract in July 2023. Among the candidates for Director in this
proposal, those candidates for reelection are already the insured under the policy, and will continue
to be such after their election. Moreover, those candidates for new election will become the insured
after their election.
Directors and Officers Liability Insurance Contents Overview
1) Actual portion of insurance premiums borne by the insured
The insurance premiums, including those for special clauses, are borne by the Company,
and there are no insurance premiums actually borne by the insured.
2) Summary of insurance incidents covered
The policy, including special clauses, covers losses that may arise from the insured’s
assumption of liability incurred in the course of the performance of duties as director or officer,
receipt of claims pertaining to the pursuit of such liability, or court costs.
3) Measures to prevent the appropriateness of the duties of directors or officers frombeing impaired
The policy does include certain exemption clauses, such as no compensation being given for
liability attributable to damages arising out of the insured's unlawful obtaining of private
benefits or favors, and acts in violation of laws or regulations that were carried out with fullknowledge of their illegality.
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(Reference) Organization the Board of Directors of the Company[This is the plan at the close of the 159th Ordinary General Meeting of Shareholders]
Listed below shows the important skills specified from the expected fields for Directors’
contribution so that the Board of Directors make effective discussions and properly perform
supervisory function of decision making and business execution in light of the Company’s
management policies and Medium-Term Management Plan, etc.

Representative Director,
President and Executive
Officer
Representative Director,
Hideo Sugimura Senior Managing
Executive Officer
Director,
Fumiaki Iwasaki Managing Executive
Officer
Director,
Tomohiro Inoue Managing Executive
Officer
Director,
Youji Miyamoto Audit &Supervisory
Committee Chair
External Director,
Yuzo Kawamori Audit and Supervisory
Committee Member
External Director,
Nobuko Mizumoto Audit and Supervisory
Committee Member
External Director,
Hiraku Ishizuka Audit and Supervisory
Committee Member
External Director,
Audit and Supervisory
Naoki Kondo
Committee Member

External Directors

Internal Directors

Hiroshi Yokota

Management
Planning,
Strategy

Sales,
Marketing●●●

Finance,
Accounting

Research andCorporate
Development,
Social
Production
Responsibility
Technology,(Legal, ESG,
Engineering
Safety)

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Overseas
Business
Development

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Utilizing
DigitalTechnology

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