This document has been translated and extracted from the Japanese original for reference purpose 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 otherforms of damages arising from the translation.
All time stated in this document is described in Japan Standard TimeFor institutional investors
The Company participates in the electronic voting rights exercise platform operated by ICJ.
Securities Code No. 7278
June 6, 2022

To Shareholders:
Tetsuya Yoshinaga
President and Representative Director

EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

NOTICE OF CONVOCATION OF THE 73RD ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 73rd Annual Shareholders Meeting (the “Meeting”) will be held asstated below.
In convening the Meeting , the Company has taken an electronic provision measure for providing
information that constitute the Reference Documents for the General Meeting of Shareholders, etc.
(measures for electronic provision of information, etc.). To review the information, please accessany of these websites on which the information is posted.
[Website of the Company] https://www.exedy.com/ja/stockholder/stockholder.html[Website for providing materials for the Meeting] https://d.sokai.jp/7278/teiji/
Shareholders not attending the meeting in person are allowed to exercise their voting
rights via the internet or by mail instead. In such case, after examining the Reference
Documents for Shareholders Meeting, please duly exercise your voting rights by 5:00
p.m. on June 26, 2023 (Monday).

Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 27, 2023 (Tuesday)
EXEDY Hall, 2nd Floor, Main Building
EXEDY Corporation
1-1-1 Kidamotomiya, Neyagawa-shi, Osaka

Matters to be 1. Report on the Business Report, and the Consolidated and Non-consolidated
Reported
Financial Statements for the 73rd Business Year (from April 1, 2022 to March 31,2023)
2. Report on the Audit Results of the Consolidated Financial Statements for the 73rd
Business Year by the Accounting Auditor and the Board of Corporate Auditors
Matters to be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Twelve (12) Directors
Proposal No. 3: Election of Three (3) Corporate Auditors

Among the measures for electronic provision of information, etc., the consolidated statement of changes in equity, thenotes to consolidated financial statements, the statement of changes in net assets, and the notes to financial statements
are not included in the documents delivered to shareholders who have requested the delivery of documents, according toprovisions of the relevant laws and regulations, and Article 14 Paragraph 2 of the Articles of Incorporation of theCompany.

If any change is made in the measures for electronic provision of information, etc., such changes will be notified on thewebsite of the Company and the website for providing materials for the Meeting.
If attending the meeting in person, please submit the enclosed Voting Rights Exercise Form to the receptionist.
Furthermore, to save valuable resources, please bring this “Notice of Convocation” with you when attending theShareholders Meeting.

Notice Concerning Attendance at the Meeting in person
We will take the following actions. We ask for your understanding and cooperation suchaction to ensure the safety of our shareholders and employees.
1. Please carefully consider your attendance at the Meeting, including the exercise of
voting rights via the Internet or by mail, after taking into consideration the prevalenceof Covid-19 infection as of the date of the meeting and your own health condition.
2. We will not be handing out gifts at the Meeting.
3. The plant tour that is usually held after the Meeting will also be canceled.
4. We will not operate the shuttle service from and to the nearest train station for the
Meeting.
5. The Company’s directors and employees may wear masks.
The above information may be revised depending on changes in circumstances. Anychanges will be announced on our website (https://www.exedy.com).

4. Decided matters when convening the meeting(1) If you exercise your voting rights both via the Internet and by mail, the exercise of voting rights via theInternet will be deemed valid. If you exercise your voting rights more than once via the Internet, the last
exercise of your voting rights will be considered valid.
(2) If you do not indicate your approval or disapproval of each agenda item on the voting form you returned,
we will treat it as if you had indicated your approval.

For Institutional Investors
The Company participates in the electronic voting platform operated by ICJ, Inc.

Reference Documents for the Shareholders Meeting
Proposal No. 1: Appropriation of Surplus
The Company will redistribute profits in an appropriate manner that meets shareholder
expectations, by taking into consideration capital demands, business results, payout ratio,etc. in a comprehensive manner.
In this regard, the surplus will be appropriated as follows.
1. Matters concerning the year-end dividend(1) Matters concerning and the total amount of the dividend property to be allotted toshareholders¥45 per share of the Company
Total of ¥2,116,979,955
Together with the interim dividend of ¥45 per share paid on November 25, 2022,
the annual dividend is ¥90 per share.
(2) Effective date of dividends from the surplus
June 28, 2023
Dividend History
DPS (Yen)
(Yen)

2019

2020
Fiscal Year

2021

2022

Proposal No. 2: Election of Twelve (12) Directors
All eleven (11) Directors will complete their terms of office at the close of this Shareholders
Meeting. Consequently, the Company proposes the election of twelve (12) Directors,
including six (6) Outside Directors with the increase of one (1) Outside Director to further
strengthen and enhance the corporate governance system.
The candidates for Directors are as follows:

Candidate
No.

Name

Current position of the Company

Attendance ofBoard of Director's
Meetings

Male

Representative Director andPresident

12/12(100%)

Hiroshi Toyohara

Male

Representative Director and Senior
Executive Managing Officer,
Executive General Manager of
Administrative Headquarters

12/12(100%)

Reappointed

Yuzuru Hirose

Male

Director and Executive Managing
Officer, Executive General Manager
of Sales Headquarters

12/12(100%)

4

Reappointed

Junji Yamakawa

Male

Director and Senior Executive
Officer, Executive General Manager
of Purchasing Headquarters

12/12(100%)

5

Reappointed

Mitsugu Yamaguchi

Male

Director and Senior Executive
Officer, Executive General Manager
of Development Headquarters

12/12(100%)

6

Newly
appointed

Hisashi Honjou

Male

Senior Executive Officer, Executive
General Manager of Quality
Assurance Headquarters－

7

Reappointed

Moritaka Yoshida

OutsideMale

Outside Director

10/10(100%)

8

Reappointed

Ichizo Yoshikawa

Outside Independent

Male

Outside Director

12/12(100%)

9

Reappointed

Toshiki Takano

Outside Independent

Male

Outside Director

12/12(100%)

10

Reappointed

Takashi Hayashi

Outside Independent

Male

Outside Director

12/12(100%)

11

Reappointed

Fukuko Inoue

Outside Independent Female Outside Director

10/10(100%)

12

Newly
appointed

Kimiko Ito

Outside Independent Female

1

Reappointed

2

Reappointed

3

Tetsuya Yoshinaga－－

1 Tetsuya Yoshinaga (January 3, 1960)
Number of shares of the Company held 9,443 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
July 1988
Joined the Company
March 2009
President of EXEDY America Corporation
June 2009
Executive Officer of the Company
April 2016
President of EXEDY DYNAX Shanghai Co., Ltd.
April 2017
Senior Executive Officer of the Company
June 2019
Director of the company
Executive General Manager, AT Manufacturing
Headquarters of the Company
Ueno Division General Manager of the Company
April 2020
Executive Managing Officer of the Company
April 2021
Senior Executive Managing Officer of theCompany
June 2022
Representative Director and President of
the Company to the present Reasons for candidacy for a director's position
Mr. Tetsuya Yoshinaga has long worked overseas as an expatriate andaccumulated experience and achievements in China-related business
operations, etc., and has been broadly engaged in management of theGroup business since he was appointed Representative Director in June
2022. The Company has thus continued to appoint him as a candidate
for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

2 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 10,673 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)January 1995 Joined the Company
April 2010
Executive Officer of the Company
April 2011
Executive General Manager, Financial Planning
Headquarters of the Company
June 2012
Director of the Company
April 2013
Senior Executive Officer of the Company
Executive General Manager, Administrative
Headquarters of the Company to the present
April 2016
Executive Managing Officer of the Company
April 2020
Senior Executive Managing Officer of theCompany to the present
June 2022
Representative Director of the Company to thepresent
 Reasons for candidacy for a director's position
Mr. Hiroshi Toyohara has abundant experience and achievements ingeneral administrative operations, as head of the financial and planningdepartments, etc., and has been broadly engaged in the execution of
the Group business since his appointment as Representative Director
and Senior Executive Managing Officer in June 2022. The Company
has thus continued to appoint him as a candidate for a director's position
because he is expected to contribute to enhancing the corporate valuesof the entire Group and to promoting proper management decisions.

3 Yuzuru Hirose (February 21, 1972)
Number of shares of the Company held 6,796 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 2001
Joined the Company
March 2011
President of EXEDY Globalparts Corporation
April 2014
Executive Officer of the Company
April 2018
Senior Executive Officer of the Company
April 2019
Executive General Manager, Sales Headquartersof the Company to the present
June 2019
Director of the Company to the present
April 2023
Executive Managing Officer of the Company tothe present Reasons for candidacy for a director's position
Mr. Yuzuru Hirose has long worked overseas as an expatriate andaccumulated experience and achievements in sales field in general andhas been broadly engaged in management of the Group business since
he was appointed Director and Executive Managing Officer since April
2023. The Company has thus continued to appoint him as a candidate
for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

4 Junji Yamakawa (March 16, 1968)
Number of shares of the Company held 4,790 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
August 2000 Joined the Company
April 2014
President of EXEDY DYNAX Shanghai Co., Ltd.
April 2015
Executive Officer of the Company
January 2018 President of EXEDY DYNAX Mexico, S.A. DE C.V.
April 2018
Senior Executive Officer of the Company to thepresent
June 2019
Director of the Company to the present
Executive General Manager, Quality Assurance
Headquarters of the Company
June 2022
Executive General Manager, Purchasing
Headquarters of the Company to the present Reasons for candidacy for a director's position
Mr. Junji Yamakawa has long worked overseas as an expatriate andaccumulated experience and achievements in North Central Americarelated business operations, etc. , and has been broadly engaged inmanagement of the Group business since he was appointed Director
and Senior Executive Officer since June 2019. The Company has thus
continued to appoint him as a candidate for a director's position because
he is expected to contribute to enhancing the corporate values of theentire Group and to promoting proper management decisions.

5 Mitsugu Yamaguchi (August 9, 1962)
Number of shares of the Company held 4,100 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
March 1985
Joined the Company
July 2006
Deputy General Manager of Engineering &Development Headquarters
June 2009
Executive Officer of the Company
April 2015
Special Technical Advisor
Nov 2017
President of EXEDY America Corporation
April 2018
Executive Officer of the Company
April 2021
Senior Executive Officer of the Company to thepresent, Executive General Manager, Motorcycle
Clutch Headquarters of the Company
June 2021
Director of the Company to the present
Executive General Manager, Development
Headquarters to the present of the Company tothe present.
 Reasons for candidacy for a director's position
Mr. Mitsugu Yamaguchi has long worked overseas as an expatriate andaccumulated experience and achievements in development field ingeneral, and has been broadly engaged in management of the Groupbusiness since he was appointed Director and Senior Executive Officer
since June 2021. The Company has thus continued to appoint him as a
candidate for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

6 Hisashi Honjou (August 16, 1963)
Number of shares of the Company held 2,760 shares Career summary, position and duties at the Company (Importantconcurrent positions)
March 1986
Joined the Company
April 2010
Deputy General Manager of Quality Assurance
Headquarters of the Company
April 2019
Executive Officer of the Company
June 2022
Executive General Manager, Quality Assurance
Headquarters of the Company to the present
April 2023
Senior Executive Officer of the Company to thepresent

Newly
appointed

 Reasons for candidacy for a director's position
Mr. Hisashi Honjou has accumulated experience and achievements in
Quality field in general and has been broadly engaged in management of
the Group business since he was appointed Senior Executive Officer in
April 2023. The Company has thus newly appointed him as a candidate
for a director's position because he is expected to contribute toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

7 Moritaka Yoshida (July 12, 1957)
Number of shares of the Company held 0 share

Re-appointed
Outside Career summary, position and duties at the Company (Importantconcurrent positions)
April 1980
Joined Toyota Motor Co., Ltd.
June 2009Managing Officer of Toyota Motor Corporation
April 2014
Senior Managing Officer of Toyota Motor
Corporation
January 2018 Executive Vice President of Toyota Motor
Corporation
June 2020
Representative Director, Chairman of TOYOTACENTRAL R&D LABS., INC.
June 2021
President and Executive President of AISINCORPORATION to the present
June 2022
Director of the Company to the present Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Moritaka Yoshida has held important positions at Toyota Motor
Corporation and AISIN CORPORATION and accumulated abundant
expertise as a corporate manager in the automotive component
industry. The Company has thus continued to appoint him as a
candidate for an outside director’s position because he is expected togive advice based on his knowledge and strengthen corporate
governance by supervising the business execution of directors from an
objective and independent standpoint.

8 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 3,600 shares

Re-appointed
OutsideIndependent Career summary, position and duties at the Company (Importantconcurrent positions)
April 1970
Joined Suminoe Textile Co., Ltd.
August 1997 Director of Suminoe Textile Co., Ltd.
August 2005 Representative Director and President of Suminoe
Textile Co., Ltd.
May 2016
Outside Director of KINTETSU Department Store
Co., Ltd. to the present
June 2016
Representative Director and Chairman of
Suminoe Textile Co., Ltd.
Director of the Company to the present
July 2016
Representative Director and Chairman andPresident of Suminoe Textile Co., Ltd.
August 2021 Director and Chairman of Suminoe Textile Co.,Ltd.
 Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Ichizo Yoshikawa has long been involved in management as adirector of Suminoe Textile Co., Ltd. and has accumulated abundant
expertise as a manager of a listed company. The Company has thus
continued to appoint him as a candidate for an outside director’s position
because he is expected to give advice based on his knowledge andstrengthen corporate governance by supervising the business executionof directors from an objective and independent standpoint.

9 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,900 shares Career summary, position and duties at the Company (Importantconcurrent positions)January 1984 Joined ROHM Co., Ltd.
June 2010
Director of ROHM Co., Ltd.
June 2015
Retired from the post of director of ROHM Co., Ltd.
June 2017
Director of the Company to the present

Re-appointed
OutsideIndependent Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Toshiki Takano has long been involved in management as a director
of ROHM Co., Ltd and has accumulated abundant expertise as acorporate manager. The Company has thus continued to appoint him as a
candidate for an outside director’s position because he is expected to give
advice based on his knowledge and strengthen corporate governance bysupervising the business execution of directors from an objective andindependent standpoint.

10 Takashi Hayashi (April 22, 1956)
Number of shares of the Company held 900 shares Career summary, position and duties at the Company (Importantconcurrent positions)
March 1979 Joined Nihon Radiator Co., Ltd. (Currently MARELLI)
June 2008
Director and Executive Vice President of the above
company.
June 2011
Representative Director, President and CEO ofTOKYO RADIATOR MFG Co., Ltd.
June 2019 Director and Chairman of TOKYO RADIATOR
MFG Co., Ltd.
June 2020 Director of the Company to the present

Re-appointed
OutsideIndependent-aEd Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Takashi Hayashi has long been involved in management as a directorof TOKYO RADIATOR MFG Co., Ltd. and has accumulated abundant
expertise as a corporate manager in automobile component business.
The Company has thus continued to appoint him as a candidate for an
outside director’s position because he is expected to give advice based on
his knowledge and strengthen corporate governance by supervising thebusiness execution of directors from an objective and independent
standpoint.

11 Fukuko Inoue (October 18, 1963)
Number of shares of the Company held 100 shares

Re-appointed
OutsideIndependent Career summary, position and duties at the Company (Importantconcurrent positions)
April 1987
Joined UCC UESHIMA COFFEE CO., LTD.
Sep 1996
Human Resources Officer, Training Officer at
Budget Personnel Bureau of Human Resources
Department of Asian Development BankMay 2004
Human Resources Development Manager atGeneral Affairs and Human Resources
Headquarters of Vodafone Japan Co., Ltd.
June 2006 Human Resources Manager of Tiffany & Co.
Sep 2011
Executive Officer of Human Resources, General
Manager of Human Resources Headquarters of
SAP Japan Co., Ltd.
Jan 2013
Section Chief, Human Resources Planning Divisionat Human Resources department of International
Atomic Energy Agency
July 2017
Senior Human Resources Officer, Management
Bureau of the above institution
April 2018
Professor, Doshisha Business School at Doshisha
University to the present
June 2022 Director of of the Company to the present Reasons for candidacy for an outside director’s position andoverview of expected roles
Ms. Fukuko Inoue is serving as a professor at a university after holding
important positions of human resources at global companies andinternational organizations and has accumulated abundant expertise as
an academic expert in organizational development and human resource
management. The Company has thus continued to appoint her as a
candidate for an outside director’s position because she is expected togive advice based on her knowledge and strengthen corporate
governance by supervising the business execution of directors from an
objective and independent standpoint.

12 Kimiko Ito (January 20, 1949)
Number of shares of the Company held 0 share Career summary, position and duties at the Company (Importantconcurrent positions)
June 1995 Representative Director and President of Tashima
to the present.
April 2013
Regular executive board member of Kobe
Association of Corporate Executives to the present.
Nov 2016
Deputy chairperson of the Kobe Chamber ofCommerce and Industry to the present.
Sep 2017
Deputy chairperson of Kobe City University ofForeign Studies to the present.

Newly
appointed
OutsideIndependent Reasons for candidacy for an outside director’s position andoverview of expected roles
Ms. Kimiko Ito has long been involved in management as a representative
director of Tashima. and has accumulated abundant expertise as acorporate manager in automobile component business. She has also
contributed to regional promotion by serving as Deputy chairperson of theKobe Chamber of Commerce and Industry. The Company has thus newly
appointed her as a candidate for an outside director’s position because
she is expected to give advice based on her knowledge and strengthen
corporate governance by supervising the business execution of directors
from an objective and independent standpoint.

(Notes)1.

Mr. Moritaka Yoshida is a Representative Director of AISIN CORPORATION, which has business transactions,
including product sales and purchases, with the Company. The other candidates have no special vested interest
with the Company.

2.

Mr. Moritaka Yoshida, Mr. Ichizo Yoshikawa, Mr. Toshiki Takano, Mr. Takashi Hayashi, Ms. Fukuko Inoue and Ms
Kimiko Ito are candidates for Outside Directors.

3.

Mr. Ichizo Yoshikawa's term of office, as an Outside Director, will be seven (7) years at the conclusion of thisShareholders Meeting.

4.

Mr. Toshiki Takano 's term of office, as an Outside Director, will be six (6) years at the conclusion of thisShareholders Meeting.

5.

Mr. Takashi Hayashi's term of office, as an Outside Director, will be three (3) years at the conclusion of thisShareholders Meeting.

6.

The term of office of Mr. Moritaka Yoshida and Ms. Fukuko Inoue as Outside Director, will be one (1) year at theconclusion of this Shareholders Meeting.

7.

Kintetsu Department Stores Co., Ltd. where Mr. Ichizo Yoshikawa is an outside director has been subjected to onsite inspections by the Fair Trade Commission, and has received an exclusionary order and a fine payment orderin October 2018 based on the Antimonopoly Act by raising the hospitality gift shipping cost. Although he did notrecognize the fact until this violation was revealed, he regularly warned the Board of Directors of the importance oflegal compliance. In addition, after recognizing the facts of this case, he was able to fulfill his duties, including
making appropriate recommendations for efforts to prevent a recurrence.

8.

The Company has entered into the contract with Mr. Moritaka Yoshida, Mr. Ichizo Yoshikawa, Mr. Toshiki Takano,
Mr. Takashi Hayashi and Ms. Fukuko Inoue pursuant to the provision of the Company’s Articles of Incorporation tolimit their liabilities to the Company. In the event that this proposal is approved in its original form and that they arereappointed, the Company shall continue such contracts with them respectively. In addition, in the event that this
proposal is approved in its original form and Ms Kimiko Ito is appointed, we plan to enter into the contract with her
pursuant to the provision of the Company’s Articles of Incorporation to limit her liabilities to the Company.
An outline of the contents of the liability limitation contracts is as follows.
(1) If an Outside Director is liable to the Company for damages, the amount of such damages shall be limited tothe minimum liability amount prescribed in Article 425 of the Companies Act;
(2) The foregoing limitation shall be limited to cases where an Outside Director is without knowledge of the act
that gives rise to damages and is not grossly negligent in performing his or her duties.

9.

The Company has entered into the contract with the insurance company for the directors and officers’
liability insurance based on the regulation of Article 430-3, Paragraph 1 of the Companies Act, the legal
damages in the event of a claim for damages due to an act (including omission) conducted by the individual
insured persons including the directors of the Company based on their status, the compensation andlitigation costs will be covered by the insurance contract. (However, except the case when the disclaimer
applies such as criminal acts, illegal acts, fraudulent acts or acts conducted while recognizing the rules orregulations are violated) When each candidate is appointed as a director and assumed office, he or she will
be insured by the insurance contract. In addition, the insurance contract will be renewed with the samecontents at the next renewal.

10.

Mr. Ichizo Yoshikawa, Mr. Toshiki Takano, Mr. Takashi Hayashi, and Ms. Fukuko Inoue are Independent
Officers stipulated by the Tokyo Stock Exchange. In addition, Ms. Kimiko Ito meets the requirements for an
Independent Officer based on the provisions of the Tokyo Stock Exchange and plans to notify the exchange
as an Independent Officer.

Proposal No. 3: Election of Three (3) Corporate Auditors
Mr. Keizo Nishigaki, Mr. Tadashi Fukuda and Mr. Satoshi Tsubota, Corporate Auditors, will complete
their term of office at the close of this Shareholders Meeting. Consequently, the Company proposes theelection of three (3) Corporate Auditors.
For this proposal, the consent of the Board of Corporate Auditors has been obtained.
The candidates for the Corporate Auditors are as follows:

1 Ryu Suzuki (November 28, 1966)
Number of shares of the Company held 6,663 shares Career summary, position at the Company (Important concurrent
positions)
March 1991
Joined the Company
April 2013
President of EXEDY Thailand
April 2017
Executive Officer, Executive General Manager,
Production Engineering Headquarters of theCompany to the present.

Newly
appointed

 Reasons for candidacy for a corporate auditor’s position
Mr. Ryu Suzuki has long accumulated abundant expertise as an
Executive General Manager of Production Engineering Headquarters, andmanagement of overseas affiliate companies, etc. The Company has thus
newly appointed him as a candidate for a Corporate Auditor’s position
because he has abundant experiences, and he is expected to reflect his
abundant experience and his insight in audit.

2 Tadashi Fukuda (March 4, 1953)
Number of shares of the Company held 1,200 shares

Re-appointed
Outside Career summary, position at the Company (Important concurrent
positions)
April 1986
Registered as Attorney, joined Daiichi
Legal Professional Corporation.
June 2000
Outside Auditor to Shinyei Co., Ltd.
June 2015
Outside Director of Shinyei Co., Ltd.
Corporate Auditor of the Company to thepresent
March 2016
Representative Partner of Daiichi Legal
Professional Corporation. to the present
June 2016
Outside Auditor of Mitsubishi Tanabe Pharma
Corporation
March 2020
Outside Director of ES-CON JAPAN Ltd. to thepresent

Independent
Reasons for candidacy for an outside corporate auditor’s position
Mr. Tadashi Fukuda has abundant experience and knowledge as a legal
expert. The Company has thus continued to appoint him as a candidate
for an outside Corporate Auditor’s position because he is expected toprovide proper proposal and advice on execution of the performance ofour directors.

3 Satoshi Tsubota (August 12, 1961)
Number of shares of the Company held 2,900 shares

Re-appointed
OutsideIndependent Career summary, position at the Company (Important concurrent
positions)
October 1984 Joined Aoyama Audit Corporation/PricewaterhouseCoopers
August 1988
Registered as certified public accountant
April 1999
Registered as certified public tax accountant
July 2001
Participated in Kaisei Certified Public
Accountant Joint Office to the present
June 2005
Outside auditor to O-WELL CORPORATION
June 2015
Corporate Auditor of the Company to thepresent
June 2020
Outside Director of O-WELL CORPORATION to
the presentReasons for candidacy for an outside corporate auditor’s position
Mr. Satoshi Tsubota has abundant experience and knowledge as anexpert on accounting and tax. The Company has thus continued toappoint him as a candidate for an Outside Corporate Auditor’s position
because he is expected to provide proper proposal and advice on
execution of the performance of our directors.

(Notes)
1.
2.
3.

4.
5.

6.

7.

There are no special interests between each candidate and the Company..
Mr. Tadashi Fukuda and Mr. Satoshi Tsubota are candidates of outside corporate auditors.
Reason why the Company recommends Mr. Tadashi Fukuda and Mr. Satoshi Tsubota as candidates for Outside
Auditors and why the Company has judged that these candidates can perform their duties properly
1) Mr. Tadashi Fukuda is a qualified attorney at law, and we have judged that his expertise as a lawyer will enable
him to provide us with proposals and advice concerning the performance of duties assigned to directors of theCompany.
2) Mr. Satoshi Tsubota has official qualifications as a qualified certified public accountant and tax accountant; andwe have judged that his expertise as a specialist in accounting/tax accounting services will enable him to provide
us with proposals and advice concerning the performance of duties assigned to directors of the Company.
The term of office of Mr. Tadashi Fukuda and Mr. Satoshi Tsubota, as an Outside Auditors, will be eight (8) years
at the conclusion of this Shareholders Meeting.
If this proposal is approved in its original form, and they are appointed, the Company shall enter into contracts with
Mr. Tadashi Fukuda and Mr. Satoshi Tsubota, respectively, pursuant to the provisions of the Company's Articles ofIncorporation, to limit their liabilities to the company.
An outline of the contents of the contracts is as follows.
(1) If an Outside Auditor is liable to the Company for damages, the amount of such damages shall be limited to theminimum amount of liability prescribed in Article 425 of the Companies Act.
(2) The foregoing limitation shall be limited to cases where an Outside Auditor is without knowledge of the act thatgives rise to damages and is not grossly negligent in performing his or her duties.
The Company has entered into the contract with the insurance company for the directors and officers’ liability
insurance based on the regulation of Article 430-3, Paragraph 1 of the Companies Act, the legal damages in theevent of a claim for damages due to an act (including omission) conducted by the individual insured persons
including the auditors of the Company based on their status, the compensation and litigation costs will be coveredby the insurance contract. (However except the case when the disclaimer applies such as criminal acts, illegal
acts, fraudulent acts or acts conducted while recognizing the rules or regulations are violated) When eachcandidate is appointed as a auditor and assumed office, he will be insured by the insurance contract. In addition,
the insurance contract will be renewed with the same contents at the next renewal.
Both Mr. Tadashi Fukuda and Mr. Satoshi Tsubota are Independent Officers stipulated by the Tokyo Stock
Exchange(Reference) Composition of Directors and Corporate Auditors

Directors

Tetsuya Yoshinaga●

Hiroshi Toyohara●

Yuzuru Hirose●

Junji Yamakawa●

Mitsugu Yamaguchi

●

New

●

Moritaka Yoshida Outside●

Ichizo Yoshikawa Outside Independent●Toshiki Takano

Outside Independent●

Takashi Hayashi Outside Independent●

Hisashi Honjou

Fukuko Inoue

Auditors

Kimiko Ito

Independent

Ryu Suzuki

New

Shintaro Ito

OutsideNew

Global

●

●

●

●

●
●

●

●
●

●

●
●

●
●

●

●
●

●

●

●

●
●

Tadashi Fukuda Outside Independent
Satoshi Tsubota Outside Independent

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Outside Independent
OutsideLegal, Risk
Management●●●

Safety, Environment,
Sustainability●

Human Resource
Development●

Finance
Accounting

Sales
Purchasing

Name

Manufacturing
Quality

Corporate
Management
Engineering
Development

The expertise and experience of each Director and Corporate Auditor when the second and third
proposals are approved as originally proposed is as follows.

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Nothing below this line