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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6958)
June 7, 2021
To Shareholders with Voting Rights:
Isao Osawa
President
CMK Corporation
6-5-1 Nishi-Shinjuku, Shinjuku-ku, TokyoNOTICE OF
THE 61TH 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 61th 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 Thursday, June 24, 2021, Japan time.
1. Date and Time:

Friday, June 25, 2021 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
61th Fiscal Year (April 1, 2020 - March 31, 2021) 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 61th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Election of Nine (9) Directors
Proposal 1:
Election of Three (3) Corporate Auditors
Proposal 2:
Election of One (1) Substitute Corporate Auditor
Proposal 3:-1-

・When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
・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:

Election of Nine (9) Directors

The terms of office of all seven (7) 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 two (2) to further enhance the management system.
The candidates for Directors are as follows:

1

No.

Name

Reappointment

Isao Osawa

2

Reappointment

Akira Kurosawa

3

Reappointment

Hiroshi Hanaoka

4

New appointment

Kunihiko Tedo

5

New appointment

6

New appointment

7

8

9

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

Current positions and responsibilities in the
Company
President
Chief Exective Oficcer
Vice-President
Chief Compliance Officer
In charge of Legal Affiars and Internal Control andBusiness Continuity Plan and CSR
Director and Exective Officer
In charge of Procurement and CMK Products
Corporation

Attendanceat Board of
Directors
meetings
100%(13/13)100%(13/13)100%(13/13)）Exective Officer
General Manager of President Office―

Yoshihisa Yamaguchi

Exective Officer
In charge of Accounting―

Yoshiaki Ishizaka

Exective Officer
Ghief marketing Officer―

Tsuyoshi Ukyo

Outside Director

100%(13/13)

Rika Sato

Outside Director

100%(13/13)）

Mitsuru Kaitoh

Outside Director

100%(10/10)）

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
September 1989
August 1992

1

2

Number ofshares of theCompany held

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)
859
February 2015
Executive Officer of the Company
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 topropose to elect him as Director.
April 1984
Joined Canon Electronics Inc.
March 2008
Director of Canon Electronics Inc.
March 2013
Joined the Company
April 2013
General Manager of Accounting Department and General
Manager of Finance Department of the Company
October 2013
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company
April 2015
Director and Executive Managing Officer of the Company(current position)
Akira Kurosawa
April 2018
Senior General Manager of Administration Office of the(March 15, 1962)
3,027
Company (current position)
Reappointment
April 2019
In charge of Internal Control and CSR of the Company(current
position)
June 2019
Executive Director and Chief Financial Officer of the Company
January 2020
Executive Director and Chief Compliance Officer of theCompany
February 2020
In charge of Legal Affairs of the Company(current position)
April 2020
In charge of Business Continuity Plan and Environment
Management of the Company(current position)
April 2021
Director, Executive Vice President and Chief Compliance
Officer of the Company (current position)[Reason for selection of the candidate for Director]
Mr. Akira Kurosawa has ample experience and achievements through his many years of involvement in accounting, financeand planning. He currently oversees legal affairs, internal control, BCP, and CSR as Director and Executive Vice President,
and he is making efforts to strengthen the compliance system as Chief Compliance Officer (CCO). The Company has
determined that he is qualified to contribute to the improvement of corporate value and therefore continues to propose toelect him as Director.

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
January 1989
April 1999

3

4

Number ofshares of theCompany held

Joined the Company
General Manager of Associated Company Control
Department of the Company
April 2001
General Manager of Sales Planning Department of theCompany
April 2003
General Manager of Sales Promotion Division and Sales
Hiroshi Hanaoka
Administration Department and General Manager of(October 12, 1956)
Purchasing and Logistics Department of the Company
3,791
April 2005
General Manager of Auditing Office of the Company
Reappointment
April 2007
Executive Officer of the Company
June 2014
Director and Executive Officer of the Company(current position)
April 2016
In charge of Quality Management and Environment
Management and CSR and Internal Control of the Company
July 2019
In charge of CMK Products Corporation(current position)
April 2021
In charge of Procurement of the Company (current position)[Reason for selection of the candidate for Director]
Mr. Hiroshi Hanaoka has worked in a wide range of fields such as accounting and finance, purchasing, environment
management, internal control, risk management, quality, and auditing divisions with his ample experience andachievements. He currently serves as Director and Executive Officer, making efforts to strengthen procurement
strategies and improve the profitability of the Company’s subsidiary CMK Products Co., Ltd. The Company has
determined that he is qualified to contribute to the improvement of corporate value and therefore continues to propose toelect him 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.
Kunihiko Tedo0
December 2009 SVP & CFO and Treasurer of Canon USA, Inc.
(January 1, 1957)
October 2012
SVP & CFO and Treasurer of Canon USA, Inc.
New appointment
President & CEO of Canon Financial Services, Inc.
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 (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 affiliatedcompanies. As Executive Officer, he is currently committed to formulating measures for structural reform, etc. and topromoting 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.

-5-

No.

Name
(Date of birth)

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

5

6

Number ofshares of theCompany held

Joined the Company
General Manager of Corporate Planning Department of theCompany
Director of CMK CORPORATION (THAILAND) CO., LTD.
Yoshihisa Yamaguchi January 2011
March 2013
General Manager in charge of Electronic Devices Business(April 3, 1968)
0Department of the Company
New appointment
March 2019
General Manager of Accounting Department of Administration
Office of the Company
August 2019
Executive Officer of the Company (current position)
April 2021
In charge of Accounting of the Company (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 an Executive 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
April 2012
Deputy Senior General Manager of East Japan Region Sales
Division of the Company
January 2015
Senior General Manager of East Japan Region Sales Division
Yoshiaki Ishizaka
of the Company(December 3, 1965)
April 2017
1,738
Executive Officer of the Company (current position)
April 2017
Chairman and President of CMKC (HK) LIMITEDNew appointment
April 2017
Chairman and President of CMKC (SHENZHEN), LTD.
April 2018
Senior General Manager of West Japan Region Sales Divisionof the Company
October 2018
Senior General Manager of Sales Promotion Division of theCompany
June 2019
Chief Marketing Officer of the Company (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 division as Executive Officer andis committed to strengthening the Group’s sales capabilities on a global basis. The Company has determined that he isqualified to contribute to the improvement of corporate value and therefore proposes to elect him as Director.

-6-

No.

Past experience, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)
April 1992

7

Number ofshares of theCompany held

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
Tsuyoshi Ukyo
of Systems Design, Faculty of Engineering, Yokohama(January 27, 1964)
National University
April 2007
Associate Professor, Division of System Research and Course0
Reappointment
of Systems Design, Faculty of Engineering, Yokohama
OutsideNational University
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
remarks in 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 forthe aforementioned reasons, and the Company expects him 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 him as Director.

-7-

No.

Name
(Date of birth)

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

8

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)
January 2003
Partner, Asahi & Koma Law Office
June 2007
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
0(current position)
Reappointment
OutsideJune 2018
Outside Director of the Company (current position)
Independent
June 2019
Outside Director, Dexerials Corporation (current position)
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 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.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1978
June 2003

9

Joined ROKU-ROKU SANGYO, LTD
Director and Executive Officer of ROKU-ROKU SANGYO,
Mitsuru Kaitoh
LTD(November 17, 1954) June 20090
Director and Executive Managing Officer of ROKU-ROKUSANGYO, LTD
Reappointment
June 2010
Vice President of ROKU-ROKU SANGYO, LTD
OutsideJune
2016
Presidentof 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 in the manufacturing industry and as a Representative Director, and by making comments as appropriate at
meetings of the Board of Directors. He is expected to provide advice from a management perspective and contribute to
the improvement of objectivity and transparency of the Nomination and Remuneration Advisory Committee, with the aimof 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 salesof both 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 six (6) years, three (3) years and one (1) year,
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
the Companies 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.

-9-Proposal 2:

Election of Three (3) Corporate Auditors

At the conclusion of this General Meeting of Shareholders, the term of office of Corporate Auditor Mr.
Yukio Otaka will expire and Ms. Yukako Oshimi will resign. In order to further strengthen and enhance theauditing system, the Company proposes to elect three (3) Corporate Auditors, increasing the number ofCorporate Auditors by one (1).
Mr. Yuji Yamanashi, a candidate for Corporate Auditor, is proposed to be elected as a substitute for Ms.
Yukako Oshimi, Corporate Auditor. His term of office will expire at the expiration of his predecessor’s termof office pursuant to the provisions of the Articles of Incorporation of the Company.
The candidates for Corporate Auditors are as follows.
The Board of Corporate Auditors has previously given its approval to this proposal.
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1984
June 2003

1

Number ofshares of theCompany held

Joined the Company
Director of Japan SIC Corporation (current CMK PRODUCTS
CORPORATION)
Akihiro Okabe
December 2010 General Manager of Accounting Department of the Company(June 1, 1963)
December 2011 Director of Yamanashi Sanko Co., Ltd.
6,821
April 2015
General Manager of Administration Department of the
New appointment
Company
December 2019 Chairman of CMKC (HK) LIMITED
December 209
Chairman of CMKC (SHENZHEN), LTD.
July 2020
Chairman of CMKC (DONG GUAN) LTD.
[Reason for selection of the candidate for Corporate Auditor]
Mr. Akihiro Okabe has considerable knowledge of finance and accounting through his involvement in accounting sincejoining the Company. He has extensive experience, having served as an officer at a subsidiary. Therefore, the Company has
determined that he can appropriately perform his duties as a Corporate Auditor and proposes to elect him.

- 10 -

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

April 1979

2

3

Joined The Tokyo Tomin Bank, Limited (current Kiraboshi
Bank, Ltd.)
June 2009
Executive Officer of The Tokyo Tomin Bank, Limited
July 2012Managing Executive Officer of The Tokyo Tomin Bank,
LimitedJune 2014
Audit & Supervisory Board Member of The Tokyo Tomin
Yuji Yamanashi
Bank, Limited(July 7, 1956)
June 2018
Audit & Supervisory Board Member of Tokyo Kiraboshi
0
Lease, Inc. (current position)
Reappointment
August 2019
Audit & Supervisory Board Member of Kiraboshi System, Inc.
Outside(current position)
Independent
August 2019
Audit & Supervisory Board Member of KIRABOSHI JCB CO.,LTD. (current position)[Significant concurrent positions]Audit & Supervisory Board Member of Tokyo Kiraboshi Lease, Inc.
Audit & Supervisory Board Member of Kiraboshi System, Inc.
Audit & Supervisory Board Member of KIRABOSHI JCB CO., LTD.
[Reason for selection of the candidate for Corporate Auditor]
Mr. Yuji Yamanashi has extensive experience and wide-ranging insight through his many years of experience at financial
institutions and as a corporate auditor. The Company has determined that he is qualified to strengthen the auditing systemof the Company and therefore proposes to elect him.
April 1981
Joined The Sumitomo Bank, Limited
April 2010
Executive Officer of Sumitomo Mitsui Banking Corporation
May 2013
Representative Director and President of SMBC Guarantee Co.,
Masaki Ashibe
Ltd.
(July 30, 1957)
June 2018
Representative Director and Senior Managing Executive
0
Officer of Ginsen Co., Ltd.
Reappointment
OutsideApril 2020
Representative Director, Vice President and Executive Officer
Independentof Ginsen Co., Ltd. (current position)[Significant concurrent positions]Representative Director, Vice President and Executive Officer of Ginsen Co., Ltd.
[Reason for selection of the candidate for Corporate Auditor]
Mr. Masaki Ashibe has extensive experience and wide-ranging insight through his many years of experience at financial
institutions and as a Representative Director. 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.Yuji Yamanashi and Mr.Masaki Ashibe are candidates for Corporate Auditor. They meet the requirements for
Independent Director/Auditor stipulated by the Tokyo Stock Exchange.
3. Subject to the approval of the election of Mr.Yuji Yamanashi and Mr.Masaki Ashibe, the Company intends to enter into
an agreement to limit them liability pursuant to Article 423, Paragraph 1 of the Companies Act based on Article 427,
Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement 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 asprovided 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. All candidates for Corporate Auditor will be insured under the said insurance agreement if they
are elected as Corporate Auditor.

- 11 -

Proposal 3:

Election of One (1) Substitute Corporate Auditor

In order to fill a deficiency in the number of Corporate Auditors stipulated under laws and regulations,the election 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

Number ofshares of theCompany held

October 2002

Registered as an attorney (Dai-Ichi Tokyo Bar Association)
Joined Nagashima Ohno & Tsunematsu
April 2011
Seconded to Ricoh Company, Ltd.
September 2014
Joined Shibata, Suzuki & Nakada
Partner, Shibata, Suzuki & Nakada(current position)
June 2015
Outside Corporate Auditor of JP-Holdings Inc.
Yukako Oshimi
0March 2019
Outside Corporate Auditor of FUJI SOFT INCORPORATED(August 11, 1976)(current position)
June 2019
Outside Corporate Auditor of KUREHA CORPORATION(current position)[Significant concurrent positions]
Partner, Shibata, Suzuki & Nakada
Outside Corporate Auditor of FUJI SOFT INCORPORATED
Outside Corporate Auditor of KUREHA CORPORATION(candidate)[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. Ms. Yukako Oshimi assumed the post of External Audit & Supervisory Board Member of our company in December
2020. At the conclusion of this General Meeting of Shareholders, her term of office will be 6 months.
4. Subject to the approval of the election of Ms. Yukako Oshimi, the Company intends to enter into an agreement to limit
her liability pursuant to Article 423, Paragraph 1 of the Companies Act based on Article 427, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws andregulations.
5. 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 partof the representative director of the company at that time in connection to some of the expenses related to theextraordinary General Meeting of Shareholders of the third quarter of the fiscal year ended March 31, 2018. She has
always made recommendations at the Board of Directors meetings, etc. from the viewpoint of legal compliance, andwhen the breach was acknowledged, she has fulfilled her duties such as by conducting thorough investigations of thefact.
6.The Company has entered into a directors and officers liability insurance agreement with an insurance company asprovided for in Article 430-3, Paragraph 1 of the Companies Act, with an insurance company, naming the substituteCorporate 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.

- 12 -

(Reference) Skill Matrix of the Board of Directors after the General Meeting of Shareholders
The composition and expertise of the Board of Directors in the event that all of the candidates listed inthis Notice of Convocation are elected as originally proposed will be as shown in the table below. The
Company expects each Director and Corporate Auditor to fully demonstrate their abilities.
Name

Director

Corporate
Auditor

Isao
Osawa
Akira
Kurosawa
Hiroshi
Hanaoka
Kunihiko
Tedo
Yoshijisa
Yamaguchi
YoshiakiIshizaka
Tsuyoshi
Ukyo
Rika
Sato
Mitsuru
Kaitoh
Masashi
Koike
AkihiroOkabe
Yuji
Yamanashi
Masaki
AshibeCorporate
management

Finance /Accounting

Manufacturing /Technology /Development●

Sales /
Marketing●Globalexperience

Law

Gender
Male

●
●

Male

●

●

●

●

●

●

●

Male

●

●

●

Male

●

Male

●

Male

Male

●

●

●
●

●
●

●

●

Female
Male

●
●

●

●

Male

●

Male

●

●

●

●

●

Male

●

●

●

Male

(Note) The following is a list of the three main roles and skills expected of each Director.

- 13 -