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 8, 2022
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 62TH 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 62th Annual General Meeting of Shareholders of CMK Corporation(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing 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 27, 2022, Japan time.
1. Date and Time:

Tuesday, June 28, 2022 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
62th Fiscal Year (April 1, 2021 - March 31, 2022) 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 62th Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Amendment to the Articles of Incorporation
Proposal 2:
Election of eight (8) Directors
Proposal 3:
Election of One (1) Substitute Corporate Auditor
Proposal 4:
Payment of Remuneration for Allotting Restricted Shares to Directors
Proposal 5:-1-

・When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
・Of the documents to be attached to this Convocation Notice, the following items are posted on the ourcompany website https://www.cmk-corp.com) in accordance with laws and regulations as well as Article
16 of the our company 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
・Accordingly, this convocation notice attachment is a part of the consolidated financial statements orfinancial statements audited by the corporate auditors and the accounting auditors at the time of
preparation of the audit report.
・Any revision to the Reference Documents for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements or Non-consolidated Financial Statements will be posted on the
Company’s website (https://www.cmk-corp.com).

-2-

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 of 14
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
14yen per share of common stock of the Company
Total amount: 828,731,736 yen(3) Effective date of distribution of surplus
June 29, 2022

-3-

Proposal 2:

Amendment to the Articles of Incorporation

1. Reasons for the Amendment(1) Accompanying the enforcement of the revised provisions provided for in the proviso to Article
1 of the Supplementary Provisions of the Act Partially Amending the Companies Act (ActNo. 70 of 2019) on September 1, 2022, the Company proposes to make the followingchanges to the Articles of Incorporation due to the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format.
1) Since the Company is obligated to stipulate in its Articles of Incorporation that it will takemeasures for providing information that constitutes the content of reference documents forthe general meeting of shareholders, etc. in electronic format, the Company will establish
the new Article 16 (Measures, etc. for Providing Information in Electronic Format),
Paragraph 1 in Proposed Amendments below.
2) Among items for which the measures for providing information that constitutes the content
of reference documents for the general meeting of shareholders, etc. in electronic format
will be taken, since the Company may limit the scope of the items to be stated in the paperbased documents to be delivered to shareholders who requested the delivery of paperbased documents to the scope designated by the Ministry of Justice Order, the Company
will establish the new Article 16 (Measures, etc. for Providing Information in Electronic
Format), Paragraph 2 in Proposed Amendments below.
3) Since the provision of Article 16 (Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, etc.) of the current Articles ofIncorporation will no longer be required after the introduction of the system for providing
informational materials for the general meeting of shareholders in electronic format, it will
be deleted.
4) The Company will establish supplementary provisions regarding the effective date, etc.
regarding the aforementioned establishment and deletion of provisions. These
supplementary provisions will be deleted on the date when the specified time has elapsed.
(2) In order to invigorate the Board of Directors, speed up decision-making and increase
management efficiency, the number of Directors stipulated in Article 19 (Number of
Directors) of the current Articles of Incorporation will be changed from not more than 20
Directors to not more than ten Directors.

-4-

2.

Details of the Amendment
The details of the amendment are as follows:

Current Articles ofIncorporation
Article 16. (Internet Disclosure and Deemed Provisionof Reference Documents for the General Meeting of
Shareholders, etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, business report,
financial statements and consolidated financial
statements through the Internet in accordance withthe provisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has
provided this information to shareholders.
<Newly established>(Amendments are underlined.)
Proposed Amendments<Deleted>

Article 16. (Measures, etc. for Providing
Information in Electronic Format)
1. When the Company convenes a general
meeting of shareholders, it shall take measuresfor providing information that constitutes thecontent of reference documents for the general
meeting of shareholders, etc. in electronic
format.
2. Among items for which the measures forproviding information in electronic format will
be taken, the Company may exclude all orsome of those items designated by the Ministryof Justice Order from statements in the paperbased documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.

Article 19. (Number of Directors)
The Company shall have not more than 20 Directors.

Article 19. (Number of Directors)
The Company shall have not more than ten
Directors.

<Newly established>(Supplementary Provisions)
Article 1. (Transitional Measures for Providing
Informational Materials for the General Meetingof Shareholders in Electronic Format)
1. The deletion of Article 16 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, etc.) in the preamended Articles of Incorporation and theestablishment of the new Article 16(Measures, etc. for Providing Information inElectronic Format) in the amended Articles
of Incorporation shall be effective from
September 1, 2022.

-5-

Current Articles ofIncorporation

Proposed Amendments

2. Notwithstanding the provision of thepreceding paragraph, Article 16 of the preamended Articles of Incorporation shall remain
effective regarding any general meeting ofshareholders held on a date within six months
from September 1, 2022.
3. These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from September 1, 2022 or threemonths have elapsed from the date of thegeneral meeting of shareholders in thepreceding paragraph, whichever is later.

-6-

Proposal 3:

Election of eight (8) Directors

The terms of office of all nine (9) currently serving Directors will expire at the conclusion of this General
Meeting of Shareholders. In that regard, the Company proposes the election of eight (8) Directors, lowering
the number of Directors by one (1) to review 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

100%(13/13)

4

Reappointment

Yoshiaki Ishizaka

Director and Exective Officer
In charge of Procurement and Sales

100%(13/13)

5

New appointment

Kazuto Ono

Executive Officer
In charge of Personnel System Reform andComplianceTsuyoshi Ukyo

Outside Director

100%(13/13)

Rika Sato

Outside Director

100%(13/13)

Mitsuru Kaitoh

Outside Director

100%(13/13)

6

7

8

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

-7-

―

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
1,109
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.
0
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.

-8-

No.

Name
(Date of birth)

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

January 2011
Yoshihisa Yamaguchi March 2013
(April 3, 1968)
March 2019
Reappointment

3

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

0

(current position)

4[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 (current position)
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
Senior General Manager of West Japan Region Sales Division of
1,700
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.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1980
July 1987
April 2003

5

6

Number of sharesof the Company
held

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
Kazuto Ono
Management & Organization Headquarters of Canon Inc.
(July 20, 1957)
March 2014
Director and Group Executive of Planning Headquarters of0
Canon Inc.
New appointment
March 2015
Audit & Supervisory Board Member (full-time) of Canon Inc.
November 2019 Senior Managing Director of Japan Audit & Supervisory Board
Members Association
November 2021 Advisor to Japan Audit & Supervisory Board Members
Association (current position)
February 2022
Joined the Company, Advisor
April 2022
Executive Officer in charge of Personnel System Reform andCompliance of the Company (current position)[Reason for selection of the candidate for Director]
Mr. Kazuto Ono 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
Executive Officer, he is currently committed to formulating measures for personnel system reform, etc. and to promoting
compliance. The Company has determined that he is qualified to contribute to the improvement of corporate value andtherefore proposes to elect him as Director.
April 1992
Assistant, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1993 Lecturer, Division of Mechanical Engineering and Materials
Science, Yokohama National University
August 1996 Assistant Professor, Division of Mechanical Engineering andMaterials Science, Yokohama National University
April 2001
Assistant Professor, Division of System Research and Course of
Tsuyoshi Ukyo
Systems Design, Faculty of Engineering, Yokohama National(January 27, 1964)
University
April 2007
Associate Professor, Division of System Research and Course of0
Reappointment
Systems Design, Faculty of Engineering, Yokohama National
OutsideUniversity
Independent
April 2012
Professor, Division of System Research and Course of Systems
Design, Faculty of Engineering, Yokohama National University(current position)
June 2015
Outside Director of the Company(current position)[Significant concurrent positions]
Professor, Faculty of Engineering, Yokohama National University[Reason for selection of the candidate for Outside Director and outline of expected role]
Mr.Tsuyoshi Ukyo has provided appropriate advice to the Company’s management and supervision from his independent
position by utilizing his professional knowledge and experience gained as a university professor and made appropriate remarksin the Board of Directors. Although he has never been involved in the management of a company other than as an Outside
Director, the Company has determined that he can appropriately perform his duties as an Outside Director for the
aforementioned reasons, and the Company expects him to contribute to the improvement of 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.

- 10 -

No.

Name(Date of birth)

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

7

Number ofshares of theCompany held

Registered 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
Rika Sato
Partner, Ota & Sato
(August 15, 1962)
July 2016
Audit & Supervisory Board Member, Lubrizol Japan Limited(current position)
0
Reappointment
June 2018
Outside Director of the Company (current position)
OutsideJune 2019
Outside Director, Dexerials Corporation (current position)
Independent
July 2019
Founded Sato & Partners
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) (current position)[Significant concurrent positions]Representative, Sato & Partners
Outside Director, Dexerials Corporation
Audit & Supervisory Board Member, Lubrizol Japan Limited[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 a company
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 of objectivity andtransparency of the Nomination and Remuneration Advisory Committee, with the aim of continuously improving theGroup’s corporate value, and therefore continues to propose to elect her as Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1978
June 2003

8

Joined ROKU-ROKU SANGYO, LTD
Director and Executive Officer of ROKU-ROKU SANGYO,
Mitsuru Kaitoh
LTD(November 17, 1954) June 2009
Director and Executive Managing Officer of ROKU-ROKU
0
SANGYO, 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.

(Notes) 1. There are no special interests between each candidate for Director and the Company.
2. Mr. Tsuyoshi Ukyo, Ms. Rika Sato and Mr. Mitsuru Kaitoh are candidates for Outside Director, and the number of years
each of them has been in office as Outside Director will have been seven (7) years, four (4) years and two (2) years,
respectively, at the conclusion of this General Meeting of Shareholders.
3. The Company has submitted notification that Mr. Tsuyoshi Ukyo, Ms. Rika Sato and Mr. Mitsuru Kaitoh have been
designated as Independent Directors/Auditors as stipulated by the Tokyo Stock Exchange. If they are re-elected as Outside
Directors, the Company intends to submit notification concerning their appointment as Independent Directors.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded a liability limitation agreementwith Mr. Tsuyoshi Ukyo, Ms. Rika Sato, and Mr. Mitsuru Kaitoh to limit the liability under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws andregulations. If their reelection is approved, the Company plans to continue the same agreement with them.
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.

- 12 -

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(current position)

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 INCORPORATED
Outside Corporate Auditor of KUREHA CORPORATION(candidate)
Supervisory 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. All candidates for substitute Corporate Auditor will be insured under the said insurance agreement if they
are elected as substitute Corporate Auditor.

- 13 -

(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
Yoshijisa
Yamaguchi
YoshiakiIshizaka
KazutoOno
Tsuyoshi
Ukyo
Rika
Sato
Mitsuru
Kaitoh
Masashi
Koike
AkihiroOkabe
Yuji
Yamanashi
Masaki
AshibeCorporate
management

Finance /Accounting●

Manufacturing/ Technology /Development

Sales /
Marketing●Globalexperience

Law

Personnel andlabor / Human
resourcesdevelop-ment

Gender

●

Male

●

●

●

Male

●

●

●

Male

●

Male

●

●

●

●
●

●
●

●

●

●

●

●
●

Male
Male

●

Female
Male

●

Male

●

Male

●

●

●

●

●

Male

●

●

●

Male

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

- 14 -

Proposal 5:

Payment of Remuneration for Allotting Restricted Shares to Directors

The maximum amount of remuneration for Directors of the Company was approved to be within 420 million
yen per annum (excluding the employee salary portion paid to Directors who serve concurrently as
employees) at the 47th Annual General Meeting of Shareholders held on June 28, 2007, and such amount hascontinued to this day. The Company requests approval to introduce a restricted share-based remuneration plan(the “Plan”) for the Company’s Directors (excluding Outside Directors; the “Eligible Directors”) in order toprovide them with an incentive to continuously improve the corporate value of the Company and to further
promote shared value between the Eligible Directors and shareholders. In addition, separate from theaforementioned remuneration, the Company requests approval to newly pay remuneration for allocating
restricted shares.
The total amount of monetary remuneration claims to be paid to Eligible Directors based on this proposal
shall be within 30 million yen per annum, which is an amount considered appropriate in view of theaforementioned objectives. In addition, the specific timing for providing thereof and the allocation to each
Eligible Director shall be deliberated by the Nomination and Remuneration Advisory Committee, and theBoard of Directors shall make the final decision.
The number of Directors is currently nine (9) (including three (3) Outside Directors). Subject to the approval
and adoption of Proposal 3 as originally proposed at this General Meeting of Shareholders, the number of
Directors will be eight (8) (including three (3) Outside Directors).
The details of the restricted shares allotted to Eligible Directors are as follows:1.
Payments in conjunction with the issuance of restricted shares
The Eligible Directors shall make, every year in principle, in-kind contribution of all monetary remuneration
claims paid based on a resolution of the Board of Directors of the Company, and shall receive the Company’scommon stock that will be issued or disposed of.
2.
Number of restricted shares allotted to Eligible Directors
The total number of shares of common stock that the Company will issue or dispose of for Eligible Directors
under the Plan shall be a maximum of 80,000 shares per annum. However, in the event that the Company’scommon stock is subject to a stock split (including allotment of the Company’s stock without contribution)or reverse stock split effective on or after the date of resolution of this General Meeting of Shareholders, thenumber of total shares may be adjusted as necessary within a reasonable extent on or after said effective date.
The paid-in amount per share of the Company’s common stock to be issued or disposed of for Eligible
Directors based on the Plan shall be determined by the Board of Directors within a range that is not especiallyadvantageous to Eligible Directors, based on the closing price of the Company’s common stock on the Tokyo
Stock Exchange on the business day preceding each date of resolution by the Board of Directors meeting that
determines the subscription details for said common stock of the Company (if no transactions are concluded
on that day, the closing price on the immediately preceding date).
3.
Restricted shares allotted to the Eligible Directors
An agreement on the allotment of restricted shares that includes the content outlined below (the “Allotment
Agreement”) shall be entered into between the Company and each Eligible Director (common stock allotted
under the Allotment Agreement is hereinafter referred to as the “Allotted Shares”).
(1) Restriction period
Eligible Directors may not transfer, create a security interest on, gift inter vivos or otherwise dispose of
Allotted Shares during the period from the payment date of the Allotted Shares until the day the Eligible
Director retires or resigns from the position of Director of the Company or any other positions specified by
the Company’s Board of Directors (the “Transfer Restriction Period”).
(2) Conditions for lifting of transfer restrictions
The Company shall lift the Restriction of all of the Allotted Shares upon expiration of the Transfer Restriction
Period, on the condition that the Eligible Director has remained in the position of Director of the Company
or any other positions specified by the Company’s Board of Directors during the period from the payment
date of the Allotted Shares until the conclusion of the Company’s first Annual General Meeting of
Shareholders to be next held.
However, if the Eligible Director retires or resigns during the Transfer Restriction Period for a valid reason
or retires or resigns due to their death, the number of the Allotted Shares for which restrictions are lifted andthe period in which restrictions are lifted may be reasonably adjusted as necessary.
(3) Reasons for acquisition without contribution
The Company shall acquire, by rights, the Allotted Shares without contribution if the Eligible Director retires- 15 -

or resigns during the Transfer Restriction Period for an invalid reason.
In the event that there are Allotted Shares whose transfer restrictions have not been lifted at the time of thelifting of transfer restrictions stipulated in (2) above, the Company shall acquire, by rights, these Allotted
Shares without contribution.
(4) Treatment during reorganization, etc.
Notwithstanding the provisions in (1) above, in the event that, during the Transfer Restriction Period, theCompany’s General Meeting of Shareholders approves a merger agreement whereby the Company becomesthe non-surviving company, a share exchange agreement or share transfer plan whereby the Company
becomes a wholly-owned subsidiary, or any other matters pertaining to reorganization, etc. (however, in theevent that the approval of the Company’s General Meeting of Shareholders for said reorganization, etc. is not
required, approval by the Company’s Board of Directors), by a resolution of the Board of Directors of theCompany, the number of Allotted Shares whose transfer restrictions are to be lifted and the timing thereof,
shall be reasonably adjusted as necessary. In that event, if there are any Allotted Shares whose transfer
restrictions have not been lifted immediately after the transfer restrictions have been lifted, the Company shallacquire, by rights, these Allotted Shares without contribution.
(5) Other matters
Other matters pertaining to the Allotment Agreement shall be determined by the Board of Directors of theCompany.
4.
Reasons why it is appropriate to allot the restricted shares
At the meeting of the Board of Directors held on February 26, 2021, the Company established the policy fordecisions on the contents of individual remuneration of Directors. If this proposal is approved, the Company
plans to revise the details of this policy, which includes the Plan. Furthermore, the granting of these restricted
shares has been deemed to be appropriate as the value of the restricted shares based on a fair market valuation
at the close of the day that the relevant resolution of the Board of Directors to grant them is made is within
30 million yen per annum, the maximum total number of common stock issued or disposed of by the Company
for Eligible Directors is 80,000 shares per annum, and the dilution rate of the total number of issued shares isaround 0.1%, which is immaterial.
It is the Company’s intention that shares that have been allotted to Eligible Directors under the Plan shall be
managed by a securities company stipulated by the Company in dedicated accounts opened by Eligible
Directors so that they cannot be subject to transfer, creation of a security interest on, gifted inter vivos, orotherwise disposed of during the Transfer Restriction Period.

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