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 7, 2022

To Shareholders:
Hidehito Hisakawa
President and Representative Director

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

NOTICE OF CONVOCATION OF THE 72ND ANNUAL
SHAREHOLDERS MEETING
Dear Shareholder,Thank you for your continued interest in EXEDY Corporation (the "Company").
You are hereby notified that the 72nd Annual Shareholders Meeting (the “Meeting”) will be held asstated below.
To avoid the risk of COVID-19 infection, we strongly recommend that you abstain
from attending the Meeting and exercise your voting rights in writing or via theinternet instead. In such case, after examining the Reference Documents for
Shareholders Meeting hereinafter, please duly exercise your voting rights by 5:00
p.m. on June 27, 2022 (Monday).
Sincerely,
Details1.
2.

Date and Time
Place

3.

Meeting Agenda

10:00 a.m. June 28, 2022 (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 72nd Business Year (from April 1, 2021 to March 31,
2022)
2. Report on the Audit Results of the Consolidated Financial Statements for the 72nd
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: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eleven (11) Directors
Proposal No. 4: Election of One (1) Corporate Auditor-End-

Of all documents to be provided with this Notice of Convocation of the Annual Shareholders Meeting, the consolidated
statement of changes in equity, the notes to consolidated financial statements, the statement of changes in net assets, andthe notes to financial statements are not included in the documents attached to this convocation notice, as they are notedon our website (https://www.exedy.com) according to provisions of the relevant laws and regulations, and Article 14 of
the Articles of Incorporation of the Company.
In the event that any change is made in the Reference Documents for the Shareholders Meeting, the Business Report, or
the Consolidated and Non-consolidated Financial Statements, such changes will be notified on our website(https://www.exedy.com).
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.

Regarding COVID-19
We will take the following measures to prevent infection and spread of COVID-19. We
ask for your understanding and cooperation so we can ensure the safety of ourshareholders and employees.
1. We request you to exercise your voting rights in advance in writing or on the Internet,
when possible, and to abstain from attending the Meeting.
2. The Meeting will be held on a smaller scale and the program will be shortened.
3. We will not be handing out gifts at the Meeting.
4. The plant tour that is usually held after the Meeting will also be canceled.
5. We will not operate the usual shuttle service from and to the nearest train station for
the Meeting.
6. As we widened the space between the seats, the number of available seats will belimited. As a result, you may not be able to enter the venue. We would like to ask foryour understanding.
7. We ask all visiting shareholders to wear masks.
8. Company directors and employees will also wear masks.
9. Before entering the venue, we may ask you to disinfect your hands with alcohol andmeasure your body temperature, etc. If you refuse to cooperate with these measures,
or if you are not feeling well, you will not be allowed to enter the venue.
The above information may be revised depending on changes in circumstances. Anychanges will be announced on our website (https://www.exedy.com).

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¥50 per share of the Company
Total of ¥2,351,408,600
Together with the interim dividend of ¥40 per share paid on November 26, 2021,
the annual dividend is ¥90 per share.
(2) Effective date of dividends from the surplus
June 29, 2022
2. Other matters concerning the appropriation of surplus(1) Items and amount of decreasing surplus
Retained earnings brought forward¥2,000,000,000(2) Items and amount of increasing surplus
General reserves¥2,000,000,000
Dividend History
DPS (Yen)
EPS
Year-end DividendInterim Dividend(Yen)

300.00269.52265.92250.00EPS
198.34200.00

AnnualDividend

150.00100.00
50.00

90

90

45

45

106.2490 (Scheduled)
60
30

45

45

2018

2019

0.00
Fiscal Year

30
2020

50 (Scheduled)

40
2021

Proposal No. 2: Partial Amendments to the Articles of Incorporation
1. Reasons for Amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementaryprovisions of the "Act Partially Amending the Companies Act" (Act No. 70 of 2019) will
be enforced on September 1, 2022. Accordingly, in order to prepare for the introductionof the system for electronic provision of materials for general shareholders' meetings,
the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 14, Paragraph 1 provides that information contained in thereference documents, etc. for a general meeting of shareholders shall be provided
electronically.
(2) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision tolimit the scope of reference documents, etc. to be sent in paper form toshareholders who have requested them.
(3) The provisions related to internet disclosure and "Disclosure Via The Internet And
Deemed Delivery of Reference Documents, etc. for a General Meeting of
Shareholders" (Article 14 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the effective date and other matters shall be established.
2. Details of Amendments
The details of amendments to be made are as follows.
(Underlined part indicates amendment)
Current Articles of Incorporation

Proposed Amendments

ARTICLE 14.
(DISCLOSURE VIA THE INTERNETAND DEEMED DELIVERY OF
REFERENCE DOCUMENTS, ETC.
FOR GENERAL MEETING OF
SHAREHOLDERS.)<Deleted>Upon
conveningageneralmeeting of shareholders, it may bedeemed that the Company has
provided the shareholders with theinformation that should be describedor indicated in the reference
documents for the general meeting ofshareholders,business
reports,
financialstatements,
andconsolidated financial statements inthe event that they are disclosed via
the internet in accordance with the
Ministry of Justice ordinance.

Current Articles of Incorporation

Proposed Amendments<Newly established>

Article 14. (MEASURES FOR ELECTRONICPROVISION OF INFORMATION, ETC.)
1. Upon convening a general meeting ofshareholders, the Company shall provide
information
contained
inreference
documents, etc. for the general meeting ofshareholders to shareholders electronically.

<Newly established><Newly established>

2. Among the matters to be provided
electronically, the Company may choose not
to include all or part of the matters stipulated
in the Ordinance of the Ministry of Justice inthe paper copy to be sent to shareholders who
have requested it by the record date forvesting voting rights.
(Supplementary Provisions)1) The amendment of the Article 14 shallcome into effect as of September 1, 2022, thedate of enforcement of the amended
provisions stipulated in the proviso to Article
1 of the supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter called "Effective
Date").
2) Notwithstanding the provisions of thepreceding paragraph, Article 14 of the Articles
of Incorporation before the amendment(DISCLOSURE VIA THE INTERNET AND
DEEMED DELIVERY OF REFERENCE
DOCUMENTS,
ETC.
FOR
GENERALMEETING OF SHAREHOLDERS) shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six months from the Effective Date.
3) These supplementary. provisions shall bedeleted after the elapse of six months from the
Effective Date or three months after the
General Meeting of Shareholders mentioned
in the preceding paragraph, whichever islater.

Proposal No. 3: Election of Eleven (11) 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 eleven (11) Directors,
including five (5) Outside Directors with the increase of one (1) Outside Director in order tofurther strengthen and enhance the corporate governance system.
The candidates for Directors are as follows:
Candidat
e No.

Name

Current position of the Company

Attendance ofBoard ofDirector's
Meetings

Re-appointed Hidehito Hisakawa

Representative Director andPresident

12/12(100%)

Re-appointed Tetsuya Yoshinaga

Director and Senior Executive
Managing Officer, Ueno Division
General Manager, Executive
General Manager of AT
Manufacturing Headquarters

12/12(100%)

3

Re-appointed Hiroshi Toyohara

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

12/12(100%)

4

Re-appointed Yuzuru Hirose

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

12/12(100%)

Re-appointed Junji Yamakawa

Director and Senior Executive
Officer, Executive General
Manager of Quality Assurance
Headquarters

12/12(100%)

Re-appointed Mitsugu Yamaguchi

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

10/10(100%)

－

－

1

2

5

6

7

Newly
appointed

Moritaka Yoshida

Outside8

Re-appointed Ichizo Yoshikawa

Outside Independent Outside Director

12/12(100%)

9

Re-appointed Toshiki Takano

Outside Independent Outside Director

12/12(100%)

10

Re-appointed Takashi Hayashi

Outside Independent Outside Director

12/12(100%)

11

Newly
appointed

Fukuko Inoue

Outside Independent－－

1 Hidehito Hisakawa (January 24, 1955)
Number of shares of the Company held 52,858 shares

Re-appointed

 Career summary, position and duties at the Company (Importantconcurrent positions)
April 1978
Joined the Company
June 2006
Director of the Company in charge of overseas
businesses
April 2009
Executive General Manager, Sales Headquarters,of the Company
June 2009
Director and Executive Managing Officer of theCompany
April 2011
Director and Senior Executive Managing Officer of
the Company
April 2012
Representative Director of the Company
April 2015
Representative Director and President of theCompany to the present Reasons for candidacy for a director's position
Mr. Hidehito Hisakawa has long been engaged in corporate
management since he was appointed Director of the Company in June
2006, and has led the management as Representative Director andPresident since April 2015. The Company has thus continued to appoint
him as a candidate for a director's position because, with his abundant
experience and versatile perspective on corporate management, he isexpected to contribute to enhancing the corporate values of the entire
Group and to promoting proper management decisions.

2 Tetsuya Yoshinaga (January 3, 1960)
Number of shares of the Company held 6,143 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 to the present
Executive General Manager, AT Manufacturing
Headquarters, of the Company to the present
Ueno Division General Manager of the Company
to the present
April 2020
Executive Managing Officer of the Company
April 2021
Senior Executive Managing Officer of theCompany 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 Director and Senior Executive
Managing Officer since April 2021. The Company has thus continued toappoint him as a candidate for a director's position because he isexpected to contribute to enhancing the corporate values of the entire
Group and to promoting proper management decisions.

3 Hiroshi Toyohara (August 19, 1962)
Number of shares of the Company held 11,673 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 to the present
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 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 Director and Senior
Executive Managing Officer in April 2020. 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.

4 Yuzuru Hirose (February 21, 1972)
Number of shares of the Company held 5,596 shares 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 to thepresent
April 2019
Executive General Manager, Sales Headquarters,of the Company to the present
June 2019
Director of the Company to the present

Re-appointed

 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 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 toenhancing the corporate values of the entire Group and to promoting
proper management decisions.

5 Junji Yamakawa (March 16, 1968)
Number of shares of the Company held 3,690 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 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.

6 Mitsugu Yamaguchi (August 9, 1962)
Number of shares of the Company held 3,000 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 ofMotorcycle Clutch Headquarters
June 2021
Director of the Company to the present
Executive General Manager of Development
Headquarters to the 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.

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

Newly
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, Member of the Board of AISINCORPORATION 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 newly appointed him as a candidate foran 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.

8 Ichizo Yoshikawa (May 20, 1946)
Number of shares of the Company held 3,300 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. to the present Reasons for candidacy for an outside director’s position andoverview of expected roles
Mr. Ichizo Yoshikawa has long accumulated abundant expertise as amanager of a listed company, by fulfilling corporate management
responsibilities as a representative director of Suminoe Textile Co., Ltd.
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.

9 Toshiki Takano (August 31, 1954)
Number of shares of the Company held 2,800 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 accumulated abundant expertise as acorporate manager, by fulfilling his responsibilities as a director of ROHM
Co., Ltd. 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 400 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 accumulated abundant expertise as acorporate manager in automobile component business, by fulfilling his
responsibilities as a director of TOKYO RADIATOR MFG Co., Ltd. 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.

w11 Fukuko Inoue (October 18, 1963)
Number of shares of the Company held 0 share

Newly
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 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 accumulated abundant expertise as an
academic expert in organizational development and human resource
management. 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 bysupervising the business execution of directors from an objective andindependent 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 and Ms. Fukuko Inoue are
candidates for Outside Directors.

3.

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

4.

Mr. Toshiki Takano 's term of office, as an Outside Director, will be five (5) years at the conclusion of thisShareholders Meeting.

5.

Mr. Takashi Hayashi's term of office, as an Outside Director, will be two (2) years at the conclusion of thisShareholders Meeting.

6.

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.

7.

The Company has entered into the contract with Mr. Ichizo Yoshikawa, Mr. Toshiki Takano and Mr. Takashi
Hayashi pursuant to the provision of the Company’s Articles of Incorporation to limit their liabilities to the Company.
In the event that this proposal is approved in its original form and that they are reappointed, the Company shallcontinue such contracts with them respectively. In addition, in the event that this proposal is approved in its originalform and Mr. Moritaka Yoshida and Ms. Fukuko Inoue are appointed, we plan to enter into the contract with thempursuant to the provision of the Company’s Articles of Incorporation to limit their 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.
8.

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 inthe 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 and litigation 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 or regulations 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 same contents at thenext renewal.

9.

Mr. Ichizo Yoshikawa, Mr. Toshiki Takano and Mr. Takashi Hayashi are Independent Officers stipulated by
the Tokyo Stock Exchange. In addition, Ms. Fukuko Inoue 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. 4: Election of One (1) Corporate Auditor
Mr. Kanshiro Toyoda, a Corporate Auditor, will resign at the end of this Shareholders Meeting.
Consequently, the Company proposes the election of one (1) Corporate Auditor.
In addition, Mr. Shintaro Ito will be appointed as a substitute for Mr. Kanshiro Toyoda, a retired
Corporate Auditor, so his term of office will be until the end of the Ordinary Shareholders Meetingscheduled to be held in June 2025 in accordance with the provisions of the Articles of Incorporation of
the Company.
For this proposal, the consent of the Board of Corporate Auditors has been obtained.
The candidate for the Corporate Auditor is follows:

Shintaro Ito (March 19, 1961)
Number of shares of the Company held 0 share

Newly
appointed
Outside Career summary, position at the Company (Important concurrent
positions)
April 1983
Joined AISIN SEIKI CO., LTD. (current AISINCORPORATION)
June 2010
Managing Officer of AISIN SEIKI CO., LTD.
April 2017
Senior Managing Officer of AISIN SEIKI CO.,LTD.
April 2019
Executive Officer of AISIN SEIKI CO., LTD.
April 2021
Executive Vice President of AISIN SEIKI CO.,LTD.
June 2021
Representative Director of AISIN CORPORATION
to the present
April 2022
Executive Officer, Executive Vice President,
Chief Administrative Officer to the present Reasons for candidacy for an outside corporate auditor’s position
Mr. Shintaro Ito has long been engaged in management of AISINCORPORATION and accumulated abundant expertise in the automotive
component industry. The Company has thus newly appointed him as a
candidate for an Outside Corporate Auditor’s position because he isexpected to provide proper proposal and advice on execution of theperformance of our directors.

(Notes)1.
2.

Mr. Shintaro Ito is a Representative Director of AISIN CORPORATION which has business transactions, including
product sales and purchases, with the Company.
Mr. Shintaro Ito is a candidate for an Outside Corporate Auditor.

3.

In the event that this proposal is approved in its original form and that he is appointed, the Company plans to enter
into the contract with Mr. Shintaro Ito pursuant to the provision of the Company’s Articles of Incorporation to limit
his abilities to the Company.
An outline of the contents of the liability limitation contract is as follows.
(1)

4.

If an Outside Corporate Auditor is liable to the Company for damages, the amount of such damages shall belimited to the minimum liability amount prescribed in Article 425 of the Companies Act;
(2) The foregoing limitation shall be limited to cases where an Outside Corporate Auditor is without knowledge ofthe act that gives 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 inthe event 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 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 or regulations are
violated) When each candidate 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.

(Reference) Composition of Directors and Corporate Auditors

Directors

GlobalLegal, Risk
Management

Safety, Environment,
Sustainability

Hidehito Hisakawa●

Tetsuya Yoshinaga●

Hiroshi Toyohara●

Yuzuru Hirose●

Junji Yamakawa●

Mitsugu Yamaguchi

●

●

●

Moritaka Yoshida Outside New

●

●

●

Ichizo Yoshikawa Outside Independent●Toshiki Takano

Outside Independent●

Takashi Hayashi Outside Independent

●

●

●
●

●

●

●
●

●

●

●
●

●

●

●
●

●
●

●
●

●
●

Keizo Nishigaki
Shintaro Ito

●

●

●

Fukuko Inoue Outside Indepen’t New

Auditors

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 third and fourth
proposals are approved as originally proposed is as follows.

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Outside New●●

Tadashi Fukuda Outside Independent
Satoshi Tsubota Outside Independent

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Nothing below this line