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 6461)
June 7, 2021
To Shareholders with Voting Rights:
Teruo Takahashi
President
NIPPON PISTON RING CO., LTD.
Head Office: 5-12-10,
Honmachi-Higashi, Chuo-ku,
Saitama City, Saitama
NOTICE OF CONVOCATION OF
THE 127th 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 127th Annual General Meeting of Shareholders of NIPPON PISTON
RING CO., LTD. (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 by mail or via theInternet. Please review the attached Reference Documents for the General Meeting of Shareholders,
indicate your vote for or against the proposal on the enclosed Voting Rights Exercise Form and return
it so that it is received by 5:30 p.m. on Wednesday, June 23, 2021, Japan time.
1. Date and Time:

Tuesday, June 24, 2021 at 10:00 a.m. Japan time

2. Place:

2F Hall, NPR Yono Building (the Company’s Head Office Building) located at
5-12-10, Honmachi-Higashi, Chuo-ku, Saitama City, Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
125th Fiscal Year (April 1, 2020 - March 31, 2021) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 125th Fiscal Year
(April 1, 2020 - March 31, 2021)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of 6 Directors (excluding Directors who are Audit & Supervisory
Proposal 3:
Committee Members)
Election of 3 Directors Who are Audit & Supervisory Committee Members
Proposal 4:
Election of 1 Substitute Director Who is an Audit & Supervisory Committee
Proposal 5:
MemberDetermination of the Amount of Remuneration for Directors (excluding
Proposal 6:
Directors who are Audit & Supervisory Committee Members)
Determination of the Amount of Remuneration for Directors Who Are Audit &Proposal 7:
Supervisory Committee Members
Determination of Remuneration for Granting Restricted Stock to Directors
Proposal 8:(excluding Directors who are Audit & Supervisory Committee Members, andOutside Directors)-1-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk. In order to save resources, please bring this Notice with you to the meeting.
The Systems for Ensuring the Properness of Business Activities, Basic Policy on the Control over theCompany, Notes to Consolidated Financial Statements and Notes to Non-consolidated Financial
Statements are posted on the Company’s website (https://www.npr.co.jp/) in accordance with
provisions of laws and regulations as well as Article 15 of the Company’s Articles of Incorporationand therefore are not provided in the Notice. However, the Notes to Consolidated Financial Statements
and Notes to Non-consolidated Financial Statements, as well as the Appendix to the Reported Matters,
are subject to audit by the Accounting Auditor and the Audit & Supervisory Board.
Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements and Consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.npr.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders

Proposal 1:
Appropriation of Surplus
It is proposed that the surplus be appropriated as indicated below.
1.

Matters Concerning Year-End Dividend
It is proposed that the year-end dividend for the 125th fiscal year be as follows, taking into
consideration matters such as business results for the fiscal year under review and future businessdevelopment.
(1) Type of dividend
Cash(2) Matters concerning allotment of property to be distributed and total amount
20 yen per share of the Company’s common stock
The total amount of dividend will be ¥159,680,620 in this case.
(3) Effective date of dividend of surplus
June 25, 2021

2.

Matters Concerning Other Appropriation of Surplus
Not applicable.

-3-

Proposal 2:
1.

Partial Amendments to the Articles of Incorporation

Reason for the proposal
The Company has been engaged in the initiative for enhancing corporate governance with a view tomaterializing sustainable growth and enhancing its corporate value over the medium to long-term.
Amid radically changing business environment surrounding the Company at present, the Company,
with a view to further accelerating decision-making in management, activating discussions at theBoard of Directors on corporate strategies and other issues, and strengthening the supervisory
function, intend to transition into a company with an audit & supervisory committee, a framework
whereby the Board of Directors can entrust to executive Directors considerable portion of its
authority to make decisions on important business execution. In line with this change in structure, theArticles of Incorporation of the Company shall be in need of amendments including changes toprovisions regarding Directors and the Board of Directors, deletion of the provisions regarding the
Audit & Supervisory Board Members and the Audit & Supervisory Board, and the establishment ofprovisions regarding the Audit & Supervisory Committee.

2.

Details of amendments to the Articles of Incorporation
The details of the amendments are as follows.
These amendments to the Articles of Incorporation shall take effect as at the conclusion of this theGeneral Meeting of Shareholders (Underlining indicates changes).
(Amended sections are underlined)

Current Articles of Incorporation
Article 1 - 3 (Provisions omitted)

Proposed Amendments
Article 1 - 3 (Unchanged)(Governing bodies)
Article 4
The Company shall establish the following governing
bodies in addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(2) Audit & Supervisory Board Members(3) Audit & Supervisory Board(4) Accounting Auditor(Governing bodies)
Article 4
The Company shall establish the following governing
bodies in addition to the General Meeting of
Shareholders and Directors.
(1) Board of Directors(2) Audit & Supervisory Committee(Deleted)(3) Accounting Auditor

Article 5 - 18 (Provisions omitted)

Article 5 - 18 (Unchanged)

Chapter IV Directors and the Board of Directors

Chapter IV Directors, Board of Directors and Audit &Supervisory Committee(Number of Directors)
Article 19
The number of Directors of the Company shall not
exceed nine (9).

(Number of Directors)
Article 19
The number of Directors (excluding Directors who are
Audit & Supervisory Committee Members) of theCompany shall not exceed nine (9), and the number of
Directors who are Audit & Supervisory Committee
Members shall not exceed five (5).

(Method of Election)
Article 20
Directors shall be elected at a General Meeting of
Shareholders.

(Method of Election)
Article 20
Directors shall be elected at a General Meeting of
Shareholders by distinguishing Directors who are Audit& Supervisory Committee Members and other
Directors.
2. (Unchanged)
3. (Unchanged)

2. (Provisions omitted)
3. (Provisions omitted)-4-Current Articles of Incorporation

Proposed Amendments(Term of Office)
Article 21
The terms of office of Directors shall expire at theconclusion of the Annual General Meeting of
Shareholders held with respect to the latest businessyear that ends within one year after their appointment.

(Term of Office)
Article 21
The terms of office of Directors (excluding Directors
who are Audit & Supervisory Committee Members)
shall expire at the conclusion of the Annual General
Meeting of Shareholders held with respect to the latest
business year that ends within one year after their
appointment.

(Newly established)

2. The term of office of Directors who are an Audit &Supervisory Committee Members shall expire at theconclusion of the Annual General Meeting of
Shareholders held with respect to the latest businessyear that ends within two years after their appointment.

(Newly established)

3. The term of office of a Director who is an Audit &Supervisory Committee Member elected as a substitutefor a Director who is an Audit & Supervisory
Committee Member who retired prior to the expiry of
his or her term of office shall be until the expiry of theremaining term of his or her predecessor who has
retired.

(Newly established)
4. The effective period of the resolution for electing asubstitute Director who is an Audit & Supervisory
Committee Member shall, unless expressly shortened by
the same resolution, expire at the beginning of theAnnual General Meeting of Shareholders held withrespect to the latest business year that ends within two
years after such resolution.
(Representative Directors and Directors with Corporate
Titles)
Article 22
The Board of Directors shall elect Representative
Directors by its resolution.

(Representative Directors and Directors with Corporate
Titles)
Article 22
The Board of Directors shall, by its resolution, electRepresentative Directors from among Directors(excluding Directors who are Audit & Supervisory
Committee Members).

2. The Board of Directors may, by its resolution, electone each of Chairman of the Board of Directors,
Director and President, and one or more Director andVice President, Senior Managing Director, andManaging Director.

2. The Board of Directors may, by its resolution, electone each of Chairman of the Board of Directors,
Director and President, and Director and Vice President
from among Directors (excluding Directors who are
Audit & Supervisory Committee Members).

(Convener and Chairperson of the Board of Directors)
Article 23 (Provisions omitted)(Convener and Chairperson of the Board of Directors)
Article 23 (Unchanged)(Notice of Convocation of the Board of Directors)
Article 24
Notice of a meeting of the Board of Directors shall besent to each Director and each Audit & Supervisory
Board Member at least two days prior to the scheduled
date of the meeting, provided, however, that such period
may be shortened in case of emergency.

(Notice of Convocation of the Board of Directors)
Article 24
Notice of a meeting of the Board of Directors shall besent to each Director at least two days prior to thescheduled date of the meeting, provided, however, thatsuch period may be shortened in case of emergency.

2. A meeting of the Board of Directors may be held

2. A meeting of the Board of Directors may be held-5-Current Articles of Incorporation
without the convocation procedures, subject to theconsent of all Directors and the Audit & Supervisory
Board Members.
(Newly established)

Proposed Amendments
without the convocation procedures, subject to theconsent of all Directors.

(Delegation to Directors)
Article 25
Pursuant to the provisions of Article 399-13, Paragraph
6 of the Companies Act, the Company may, byresolution of the Board of Directors, delegate to
Directors all or part of decisions on the execution ofimportant operations (excluding matters listed in itemsof Paragraph 5 of the same Article) that ought to beresolved at the Board of Directors.

(Omission of resolutions by the Board of Directors)
Article 25 (Provisions omitted)(Omission of Resolutions by the Board of Directors)
Article 26 (Unchanged)(Remuneration, etc.)
Article 26
Remuneration, bonuses and other economic benefit
Directors receive from the Company as consideration of
execution of their duties (hereinafter “Remuneration,etc.”) shall be determined by resolution by a General
Meeting of Shareholders.

(Remuneration, etc.)
Article 27
Remuneration, bonuses and other economic benefit
Directors receive from the Company as consideration of
execution of their duties shall be determined byresolution by a General Meeting of Shareholders, by
distinguishing Directors who are Audit & Supervisory
Committee Members and other Directors.

(Limited Liability Agreement with Outside Directors)
Article 27 (Provisions omitted)(Limited Liability Agreement with Outside Directors)
Article 28 (Unchanged)

Chapter V Audit & Supervisory Board Members andthe Audit & Supervisory Board(Deleted)(Number of Audit & Supervisory Board Members)
Article 28
The number of Audit & Supervisory Board Members
shall not exceed five (5).

(Deleted)(Method of Election)
Article 29
The Audit & Supervisory Board Members shall beelected at a General Meeting of Shareholders.

(Deleted)

2. The resolution for electing Audit & Supervisory
Board Members shall be passed by a majority of voting
rights exercised by shareholders in attendance whocollectively hold one third or more of the voting rights
of all shareholders entitled to exercise voting rights.
(Term of Office)
Article 30
The terms of office of Audit & Supervisory Board
Members shall expire at the conclusion of the Annual
General Meeting of Shareholders held with respect tothe latest business year that ends within four years after
their appointment.

(Deleted)(Standing Audit & Supervisory Board Members)
Article 31(Deleted)-6-

Current Articles of Incorporation
The Audit & Supervisory Board shall, by its resolution,
elect standing Audit & Supervisory Board Members.

Proposed Amendments(Notice of Convocation of the Audit & Supervisory
Board)
Article 32
Notice of a meeting of the Audit & Supervisory Board
shall be sent to each Audit & Supervisory Board
Member at least two days prior to the scheduled date of
the meeting, provided, however, that such period may
be shortened in case of emergency.

(Deleted)

2. A meeting of the Audit & Supervisory Board may beheld without the convocation procedures, subject to theconsent of all Audit and Supervisory Board Members.
(Remuneration, etc.)
Article 33
Remuneration of the Audit & Supervisory Board
Members shall be determined by resolution by theGeneral Meeting of Shareholders.

(Deleted)(Limited Liability Agreement with Outside Audit &Supervisory Board Members)
Article 34
Pursuant to the provisions of Article 427, Paragraph 1of the Companies Act, the Company may enter into alimited liability agreement with Outside Audit &Supervisory Board Members to limit their liability fordamages as provided for in Article 423, Paragraph 1 ofthe same Act, provided, however, that the maximum
amount of their liability for damages prescribed undersuch agreement shall be the minimum amountprescribed under the relevant law and regulations.

(Deleted)(Newly established)(Standing Audit & Supervisory Committee Members)
Article 29
The Audit & Supervisory Committee shall, by its
resolution, elect standing Audit & Supervisory
Committee Members.

(Newly established)(Notice of Convocation of the Audit & Supervisory
Committee)
Article 30
Notice of a meeting of the Audit & Supervisory
Committee shall be sent to each Audit & Supervisory
Committee Member at least two days prior to thescheduled date of the meeting, provided, however, thatsuch period may be shortened in case of emergency.
2. A meeting of the Audit & Supervisory Committee
may be held without the convocation procedures,subject to the consent of all Audit & Supervisory
Committee Members.

(Newly established)(Rules of the Audit & Supervisory Committee)
Article 31
Matters pertaining to the Audit & Supervisory-7-

Current Articles of Incorporation

Proposed Amendments
Committee shall be governed by the Rules of the Audit& Supervisory Committee to be established by the
Audit & Supervisory Committee, along with laws andregulations or these Articles of Incorporation.

Article 35 - 38 (Provisions omitted)

Article 32 – 35 (Unchanged)(Newly established)

Supplementary Provisions(Transitional Measures Regarding the Exemption of
Liability for Outside Audit & Supervisory Board
Members)
Article 1
As for the limited liability agreement for damages asprovided for in Article 423, Paragraph 1 of theCompanies Act, with respect to actions by Outside
Audit & Supervisory Board Members (including those
who were previously Outside Audit & Supervisory
Board Members) conducted prior to the conclusion of
the 127th Annual General Meeting of Shareholders, theprovisions of Article 34 of the Articles of Incorporation
before the amendments resolved at the same Annual
General Meeting of Shareholders shall apply.

(Newly established)-8-

Proposal 3:

Election of 6 Directors (excluding Directors who are Audit & Supervisory Committee
Members)

The Company will transition into a company with an audit & supervisory committee, if Proposal 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes to elect 6 Directors (excluding Directors who are Audit &Supervisory Committee Members).
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.
The candidates for Directors (excluding Director who are Audit & Supervisory Committee Members) are
as follows.
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1981
April 2005
June 2006

April 2009

June 2009

Teruo Takahashi(February 10, 1959)

February 2014

[Reappointment]

April 2015

1

June 2016

April 2018

June 2020

Joined the Company
General Manager, Product Engineering Department II
Executive Officer with Development Division,
General Manager, Product Engineering Department II,
Development Division
Executive Officer and General Manager, Product Engineering
Department II, in charge of Technical Planning Department,
Product Engineering Department I, Product Engineering
Department II, and Research and Development Department
Director and General Manager, Product Engineering
Department II, in charge of Technical Planning Department,
Product Engineering Department I, Product Engineering
Department II, and Research and Development Department
Director, in charge of Technical Planning Department, ProductEngineering Department I, Product Engineering Department II,
and New Product Business Promotion Department
Director, in charge of Tochigi Plant, Technical Planning
Department, Product Engineering Department I, ProductEngineering Department II, Research and Development
Department, and New Product Business Promotion Department
Managing Director, in charge of Technical Planning
Department, Product Engineering Department I, ProductEngineering Department II, Research and Development
Department, and New Product Business Promotion Department
Managing Director, in charge of Technical Planning
Department, Product Engineering Department I, ProductEngineering Department II, Research and Development
Department, and New Product Business Development
Department
Representative Director and President, in charge of Internal
Auditors Office (to present)-9-

Number ofshares of theCompany held

8,600

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
July 1977
April 2001
April 2004

2

3

Joined the Company
General Manager, Tokyo East Sales Department
Executive Officer and General Manager, Tokyo Sales
Department, Sales Division
June 2006
Director, Deputy General Manager, Sales Division, and General
Manager, Business Planning Department, Sales Division
Managing Director (to present), in charge of Business Planning
June 2013
Department, Tokyo Sales Department, Nagoya Sales
Department, Osaka Sales Department, International Sales
Department, Marine Business Promotion Department andNippon Ring Service Co., Ltd.
Representative Director (to present), in charge of Business
June 2020
Planning Department, Tokyo Sales Department, Nagoya Sales
Yuji Sakamoto
Department, Osaka Sales Department, International Sales(October 22, 1957)
Department, METAMOLD Business Promotion Department
and Nippon Ring Service Co., Ltd.
[Reappointment]
In charge of Business Planning Department, Development
October 2020
Sales Department I, Development Sales Department II,
International Sales Department, Production Control
Department, Global Procurement Department and Nippon Ring
Service Co., Ltd.
In charge of Business Planning Department, Development
April 2021
Sales Department I, Development Sales Department II, NRS
Sales Department, International Sales Department, Production
Control Department and Global Procurement Department. (topresent)[Significant concurrent positions]・Director and Chairman, NPR Singapore Pte. Ltd.
・Director, NPR of Europe GmbH・Director, NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd.
Joined the Company
April 1984
General Manager, Corporate Planning Department
April 2005
President, NPR of America, Inc.
June 2006
Operating Officer, the Company
July 2012
President, NPR of America, Inc.
June 2013
Director, General Manager, Corporate Planning Department,in charge of Corporate Planning Department and Overseas
Masaaki Fujita
Operation Control Department(May 30, 1961)
Director, General Manager, Corporate Planning Department,
April 2015
in charge of Corporate Planning Department, Accounting and[Reappointment]
Finance Department and Overseas Operation Control
Department
Director, in charge of Corporate Planning Department,
April 2018
Accounting and Finance Department, and Overseas Operation
Control Department
Director, in charge of Corporate Planning Department andApril 2021
Accounting and Finance Department (to present)[Significant concurrent positions]・Director, NPR of America, Inc.

Number ofshares of theCompany held

- 10 -

13,400

8,684

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1995
April 2007

4

5

6

Joined the Company
Overseas Operation Control Division, the Company
Plant Manager, NPR Auto Parts Manufacturing (Yizheng) Co.,Ltd.
May 2011
Chairman and President, NPR Auto Parts Manufacturing(Yizheng) Co., Ltd.
December 2012 Chairman and President, NPR Powdered Metals Manufacturing(Yizheng) Co., Ltd.
July 2013
Executive Officer, the Company
Chairman and President, NPR ASIMCO Powdered Metals
Zhongliang Yang
Manufacturing (Yizheng) Co., Ltd.
(July 20, 1962)
June 2016
Director, the Company, in charge of Quality Assurance
Department, Production Control Department, Tochigi Plant,[Reappointment]
Production Engineering Department I, Production Engineering
Department II and Production Engineering Department III
June 2020
Chairman and President, NPR ASIMCO Powdered Metals
Manufacturing (Yizheng) Co., Ltd.
October 2020
Director, in charge of Tochigi Plant, Production Engineering
Department I, Production Engineering Department II and
Production Engineering Department III (to present)[Significant concurrent positions]
・President, NPR IWATE CO., Ltd.
・President, NPR FUKUSHIMA WORKS CO., LTD.
・Director, NPR Auto Parts Manufacturing (Yizheng) Co., Ltd.
・President, NPR ASIMCO Powdered Metals Manufacturing (Yizheng) Co., Ltd.
April 1986
Joined The Long-Term Credit Bank of Japan, Limited (present
Shinsei Bank, Limited)
April 2014
Executive Officer, Executive Officer in charge of Institutional
Business and General Manager of Osaka Branch, Shinsei Bank,
LimitedNovember 2016 Executive Officer, General Manager, Institutional Credit
Nobuyasu NaraManagement Division, Shinsei Bank, Limited(September 21, 1963)
December 2019 Retired from Shinsei Bank, Limited
January 2020
Joined the Company, Advisor, the Company[Reappointment]
June 2020
Director (to present)
October 2020
In charge of Safety and Health Promotion Department,
Corporate Management Department, General Affairs
Department and Information System Department (to present)[Significant concurrent positions]・Director, NPR IWATE CO., Ltd.
・Director and Chairman, SIAM NPR Co., Ltd.
April 1988
Joined The Mitsui Bank Limited (present Sumitomo Mitsui
Banking Corporation)
October 1995
Joined Taiyo Audit Corporation (present Grant Thornton Taiyo
LLC)
January 1998
Joined Ota Showa Audit Corporation (present Ernst & Young
Hiromi Nakazawa
ShinNihon LLC)
(September 10, 1964)
April 1999
Registered as Certified Public Accountant
September 2012 Joined Nidec Corporation[Reappointment]
Audit & Supervisory Board Member, C’BON Co., Ltd
June 2013[Outside]
Executive Officer, C’BON Co., Ltd.
June 2015[Independent]
Audit & Supervisory Board Member, C’BON Co., Ltd (toJune 2017present)
Outside Director, the Company (to present)
June 2020[Significant concurrent positions]・Audit & Supervisory Board Member, C’BON Co., Ltd

Number ofshares of theCompany held

- 11 -

4,783

3,000

0

(Notes)
1.
2.

3.

4.

5.

There are no special interests between the candidates for Directors and the Company.
Ms. Hiromi Nakazawa is a candidate for Outside Director. The Company reported Ms. Nakazawa as an independent
director as stipulated by Tokyo Stock Exchange, Inc. If the reappointment of Ms. Nakazawa is approved as proposed,
she will continue to be reported as an independent director.
Number of years since appointment in the case where candidates for Directors are incumbent Outside Audit &Supervisory Board Members
Ms. Hiromi Nakazawa is currently a part-time Director of the Company, and her term of office as Outside Director at
the conclusion of this Annual General Meeting of Shareholders is one year.
Limited liability agreement with the candidates for Directors
The Company has entered into an agreement with Ms. Hiromi Nakazawa in accordance with Article 427, Paragraph 1of the Companies Act to limit her liability pursuant to Article 423, Paragraph 1 of the Companies Act. If Ms.
Nakazawa is elected, the Company intends to continue the limited liability agreement with her. The maximum amountof liability pursuant to the agreement is the amount stipulated by laws and regulations.
The Company plans to take out a directors and officers liability insurance policy as defined under Article 430-3,
Paragraph 1 of the Companies Act, from an insurance company, to ensure that the legally liable damages andassociated litigation cost incurred by the insured person will be indemnified under such insurance policy. All
candidates shall be covered as the insured person under this insurance policy. The Company intends to renew suchinsurance policy with the same terms and conditions at its next renewal.

- 12 -

Proposal 4:

Election of 3 Directors Who are Audit & Supervisory Committee Members

The Company will transition into a company with an audit & supervisory committee, if Proposal 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes to elect 3 Directors who are Audit & Supervisory Committee
Members.
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.
The Audit & Supervisory Committee has previously given its approval to this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1988
April 2012
July 2016

1

2

Joined the Company
General Manager, Accounting and Finance Department
Executive Officer, General Manager, Accounting and Finance
Hiroto Koeba
Department(April 4, 1965)
July 2018
Executive Officer, Assistant to Officer Responsible for
Accounting and Finance Department
June 2020
Audit & Supervisory Board Member (to present)[Significant concurrent positions]・Audit & Supervisory Board Member, NPR IWATE CO., Ltd.
April 1984
Joined Asahi Mutual Life Insurance Company
April 2012
Executive Officer, Head of Finance and Real Estate Division,
Asset Management Administration Division, Asahi Mutual Life
Insurance Company
July 2013
Director, Executive Officer and Head of Asset Management
Administration Division, Asahi Mutual Life Insurance Company
June 2014
Outside Auditor, Kanto Denka Kogyo Co., Ltd.
April 2015
Director, Managing Executive Officer in charge of AssetManagement Planning Department and Securities Management
Department, Asahi Mutual Life Insurance Company
Hiroki Kimura
April 2016
Director, Managing Executive Officer in charge of Corporate(January 19, 1962)
Planning Department and Finance Department, Asahi MutualLife Insurance Company[Outside]
June 2016
Audit & Supervisory Board Member (Outside), the Company (to[Independent]
present)
April 2017
President and Representative Director, Asahi Mutual Life
Insurance Company (to present)
March 2019
Audit & Supervisory Board Member (Outside), The Yokohama
Rubber Co., Ltd. (to present)
June 2020
Audit & Supervisory Board Member (External), Zeon
Corporation (to present)[Significant concurrent positions]
・President and Representative Director, Asahi Mutual Life Insurance Company
・Audit & Supervisory Board Member (Outside), The Yokohama Rubber Co., Ltd.
・Audit & Supervisory Board Member (External), Zeon Corporation

Number ofshares of theCompany held

- 13 -

1,382

0

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1990

Yoshihide Hino
(August 2, 1962)
3[Outside][Independent]

Registered as Attorney-at-Law
Joined Sakano Seo Hashimoto Law Office
April 2000
Partner, Tokyo Hatchobori Law Office (to present)
October 2013
Part-time Judge, Tokyo District Court (Civil Conciliation Act)
March 2015
Substitute Auditor, LOOK HOLDINGS INCORPORATED (topresent)
April 2016
Conciliation Commissioner, Tokyo Summary Court (to present)
April 2017
Chairperson of the Administration Committee, Investigatory
Commission for Housing Disputes, Daini Tokyo Bar
Association
April 2018
Housing Dispute Resolution Body Examination Committee
Member, Japan Federation of Bar Associations (to present)
January 2020
Human Rights Volunteer, Ministry of Justice (to present)
June 2020
Audit & Supervisory Board Member (Outside), the Company (topresent)[Significant concurrent positions]
・Partner, Tokyo Hatchobori Law Office

Number ofshares of theCompany held

0

(Notes)
1.
2.
3.

4.

5.

6.

There are no special interests between Mr. Hiroto Koeba and the Company.
There are no special interests between Mr. Yoshihide Hino and the Company.
Mr. Hiroki Kimura is President and Representative Director of Asahi Mutual Life Insurance Company. Although said
company holds 259,200 shares of the Company, there are no special interests between Mr. Hiroki Kimura and theCompany.
Messrs. Hiroki Kimura and Yoshihide Hino are candidates for Outside Directors. The Company reported them as
independent directors as stipulated by Tokyo Stock Exchange, Inc. If their appointment is approved, they will continue
to be reported as independent directors.
Limited liability agreement with the candidates for Directors who are Audit & Supervisory Committee Members
The Company has entered into an agreement with Messrs. Hiroki Kimura and Yoshihide Hino in accordance with
Article 427, Paragraph 1 of the Companies Act to limit their liability pursuant to Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the amount stipulated by laws andregulations. If the appointment of Messrs. Kimura and Hino under this proposal is approved as proposed, the Company
plans to enter into the agreement with them as Outside Directors.
The Company plans to take out a directors and officers liability insurance policy as defined under Article 430-3,
Paragraph 1 of the Companies Act, from an insurance company, to ensure that the legally liable damages andassociated litigation cost incurred by the insured person will be indemnified under such insurance policy. All
candidates shall be covered as the insured person under this insurance policy. The Company intends to renew suchinsurance policy with the same terms and conditions at its next renewal.

- 14 -

(Reference)

Areas of expertise and experience possessed by the candidates for Directors, and Executive Officers(skill matrix)• The candidates for Directors have expertise and experience in the following areas.
Particular areas of specialty where the individuals excel
Name

Position

Teruo
Takahashi

Representative
Director andPresident
Representative
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director

Yuji
Sakamoto

MasaakiFujitaZhongliang
Yang
Nobuyasu
Nara
HiromiNakazawa
HirotoKoeba

Hiroki
KimuraYoshihide
Hino

Director and
Audit &
Supervisory
Committee
MemberDirector and
Audit &
Supervisory
Committee
MemberDirector and
Audit &
Supervisory
Committee
MemberCorporate
Independence
management(Outside)
Businessstrategies●

Finance &Accounting

Manufacturing&
Technologies

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Sales/
MarketingInnovation/
Research anddevelopment

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Compliance●Nomination
andRemuneration
Advisory
Committee
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• The Company will introduce a delegated executive officer system on June 24, 2021. Areas of expertiseand experience possessed by the Executive Officers who do not concurrently serve as Directors, who
are scheduled to be appointed at the Board of Directors’ meeting to be held immediately after theconclusion of this Annual General Meeting of Shareholders are as follows
Particular areas of specialty where the individuals excel
Name

MakotoKajiwara
Nobunori
Tsuda
Takao
Kishitani

Position

Executive
Officer
Executive
Officer
Executive
OfficerIndependence Corporate
management(Outside)
Businessstrategies

Finance &Accounting

Manufacturing& Technologies

Sales/
Marketing●●●Innovation/
Research anddevelopment

Legal/
Compliance

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Nomination
andRemuneration
Advisory
Committee

Proposal 5:

Election of 1 Substitute Director Who is an Audit & Supervisory Committee Member

The Company will transition into a company with an audit & supervisory committee, if Proposal 2“Partial Amendments to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes to elect 1 substitute Director who is an Audit & Supervisory
Committee Member to prepare for the case where the number of Directors who are Audit & Supervisory
Committee Members falls short of the level required by laws and regulations.
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.
Such substitute Director who is an Audit & Supervisory Committee Member shall be appointed subject tothe number of Directors who are Audit & Supervisory Committee Members falling short of the level
required by laws and regulations, and his or her term of office shall be the remaining term of office of his or
her predecessor. The effectiveness of the election under this proposal could be negated only before theassumption of office by such substitute Director who is an Audit & Supervisory Committee Member and by
the resolution of the Board of Directors upon the consent of the Audit & Supervisory Committee.
The candidate for substitute Director who is an Audit & Supervisory Committee Members is as follows.
Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions

Professor, School of Engineering, Nagoya University
Professor Emeritus, Nagoya University (to present)
Professor, College of Engineering, Kanto Gakuin University
Vice Director, Materials & Surface Engineering ResearchInstitute, Kanto Gakuin University
June 2013
External Audit & Supervisory Board Member, JCU
Osamu Takai
CORPORATION(November 3, 1947)
June 2014
Audit & Supervisory Board Member (Outside), the Company (topresent)[Outside]
Director, Materials & Surface Engineering Research Institute,
April 2018
Kanto Gakuin University (to present)[Significant concurrent positions]・Professor Emeritus, Nagoya University
・Director, Materials & Surface Engineering Research Institute, Kanto Gakuin
University(Notes)Number ofshares of theCompany held

April 1992
April 2012

1.
2.

3.

4.

0

There are no special interests between Mr. Osamu Takai and the Company.
Mr. Osamu Takai is a candidate for substitute Outside Director who is an Audit & Supervisory Committee Member.
The Company reported him as an independent director as stipulated by Tokyo Stock Exchange, Inc. If he assumes
office as Director who is an Audit & Supervisory Committee Member, the Company intends to report him to Tokyo
Stock Exchange, Inc. as an independent director.
Limited liability agreement with the candidate for Director
The Company has entered into an agreement with Mr. Osamu Takai in accordance with Article 427, Paragraph 1 of theCompanies Act to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. If Mr. Takai is
appointed as Director who is an Audit & Supervisory Committee Member, the Company intends to enter into such
limited liability agreement with him. The maximum amount of liability pursuant to the agreement is the amountstipulated by laws and regulations.
The Company plans to take out a directors and officers liability insurance policy as defined under Article 430-3,
Paragraph 1 of the Companies Act, from an insurance company, to ensure that the legally liable damages andassociated litigation cost incurred by the insured person will be indemnified under such insurance policy. If Mr. Takai
assumes office as Director who is an Audit & Supervisory Committee Member, Mr. Takai shall be covered as theinsured person under such insurance policy.

- 16 -

Proposal 6:

Determination of the Amount of Remuneration for Directors (excluding Directors
who are Audit & Supervisory Committee Members)

The amount of remuneration for Directors of the Company was approved at an “amount not exceeding
300 million yen (including executive bonus) per annum” at the 112th Annual General Meeting of
Shareholders held on June 29, 2006.
The Company will transition into a company with an audit & supervisory committee, subject to theapproval of Proposal 2 “Partial Amendments to the Articles of Incorporation” as originally proposed.
Accordingly, following its transition into a company with an audit & supervisory committee, the Company
proposes to abolish the aforementioned ceiling, while newly establishing the amount of remuneration for
Directors who are not Audit & Supervisory Committee Members at an amount not exceeding 280 million
yen (including executive bonus) per annum (including the portion for Outside Directors not exceeding 30
million yen per annum), in consideration of the existing annual ceiling of remuneration for Directors andvarious circumstances, including the current economic condition in general.
The amount of remuneration, etc. under this proposal is believed to be appropriate as it pays fixed
remuneration and performance-based remuneration based on the policy stated in page 41 through page 43 in
the Business Report of the Japanese version of this convocation notice.
The proposed amount of remuneration was determined by the Board of Directors to be in line with theaforementioned policy after its thorough evaluation based on the recommendation made following thedeliberation by the Nomination and Remuneration Advisory Committee with majority of its members
represented by Independent Outside Directors.
The amount of remuneration for Directors (excluding Directors who are Audit & Supervisory Committee
Members) shall remain exclusive of the portion of remuneration paid as employee salary to Directors
concurrently serving as employees. At present, there are nine (9) Directors (including three Outside
Directors), but if Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 3 “Electionof 6 Directors (excluding Directors who are Audit & Supervisory Committee Members)” are approved as
proposed, the number of Directors (excluding Directors who are Audit & Supervisory Committee Members)
will be six (6) (including one (1) Outside Director).
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.

- 17 -

Proposal 7:

Determination of the Amount of Remuneration for Directors Who Are Audit &Supervisory Committee Members

The amount of remuneration for the Audit & Supervisory Board Members was approved at an “amountnot exceeding 55 million yen per annum” at the 112th Annual General Meeting of Shareholders held on June29, 2006.
The Company will transition into a company with an audit & supervisory committee, subject to theapproval of Proposal 2 “Partial Amendments to the Articles of Incorporation” as originally proposed.
Accordingly, the Company proposes to abolish the aforementioned ceiling, while newly establishing theamount of remuneration for Directors who are Audit & Supervisory Committee Members at an amount notexceeding 53 million yen per annum, in consideration of the existing annual ceiling of remuneration for the
Audit & Supervisory Board Members and various circumstances, including the current economic conditionin general.
This proposed amount of remuneration for the Directors who are Audit & Supervisory Committee
Members is believed to be appropriate, as it was thoroughly reviewed by the Board of Directors based on therecommendation made following the deliberation by the Nomination and Remuneration Advisory
Committee with majority of its members represented by Independent Outside Directors.
At present, there are five (5) Audit & Supervisory Board Members (including three (3) Outside Audit &Supervisory Board Members), but if Proposal 2 “Partial Amendments to the Articles of Incorporation” andProposal 4 “Election of 3 Directors Who are Audit & Supervisory Committee Members” are approved as
proposed, the number of Directors who are Audit & Supervisory Committee Members will be three (3)(including two (2) Outside Directors).
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.

- 18 -

Proposal 8:

Determination of Remuneration for Granting Restricted Stock to Directors (excluding
Directors who are Audit & Supervisory Committee Members, and Outside Directors)

The amount of remuneration, etc. for Directors (excluding Outside Directors) of the Company in the formof restricted stock was resolved at the 126th Annual General Meeting of Shareholders held on June 26, 2020,
at an “amount not exceeding 70 million yen per annum, outside the amount of remuneration for Directors(not exceeding 300 million yen per annum, and including executive bonus, but excluding the portion of
remuneration paid as employee salary to Directors concurrently serving as employees)” (including the
portion for Outside Directors not exceeding 30 million yen per annum).
The Company will transition into a company with an audit & supervisory committee, subject to theapproval of Proposal 2 “Partial Amendments to the Articles of Incorporation” as originally proposed.
Accordingly, following its transition into a company with an audit & supervisory committee, the Company
proposes to set a ceiling to the amount of the monetary remuneration for granting restricted stock to
Directors (excluding Directors who are Audit & Supervisory Committee Members, and Outside Directors,
hereinafter “Eligible Directors”), in the same way as has been applied to the amount of remuneration for
granting restricted stock to Directors, at an amount not exceeding 70 million yen per annum, outside theamount of remuneration for Directors (excluding Directors who are Audit & Supervisory Committee
Members) set at an “amount not exceeding 280 million yen per annum (including executive bonus, but
excluding the portion of remuneration paid as employment salary to Directors concurrently serving as
employees)” (including the portion for Outside Directors not exceeding 30 million yen per annum) for whichshareholders’ approval is being requested under Proposal 6: “Determination of the Amount of Remuneration
for Directors (excluding Directors who are Audit & Supervisory Committee Members).”
The amount of remuneration, etc. under this proposal is believed to be appropriate as it pays
non-monetary remuneration based on the policy stated in page 41 through page 43 in the Business Report of
the Japanese version of this convocation notice.
The proposed amount of remuneration was determined by the Board of Directors to be in line with theaforementioned policy after its thorough evaluation based on the recommendation made following thedeliberation by the Nomination and Remuneration Advisory Committee with majority of its members
represented by Independent Outside Directors.
If Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 3 “Election of 6
Directors (excluding Directors who are Audit & Supervisory Committee Members)” are approved as
proposed, the number of Directors (excluding Directors who are Audit & Supervisory Committee Members)of the Company will be six (6) (including one (1) Outside Director).
The resolution of this proposal shall take effect subject to the taking effect of the amendments to the
Articles of Incorporations under Proposal 2.
The description of the restricted stock to be allotted to the five (5) Eligible Directors is the same as wasapproved at the 126th Annual General Meeting of Shareholders held on June 26, 2020, which is summarized
as follows.
Eligible Directors shall pay as property contributed in kind all monetary remuneration claims paid by theCompany under the plan, and shall receive common stock of the Company through issuance or disposal.
The total number of shares of common stock of the Company to be issued or disposed of to Eligible
Directors by the Company under the plan shall not exceed 25,000 shares per annum, while the amount to be
paid in per share shall be an amount determined by the Board of Directors within a reasonable range that will
not be a particularly advantageous amount for Eligible Directors who will receive the common stock, basedon the closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day
before the date of each resolution by the Board of Directors (if there are no trades on that day, the closing
price on the most recent preceding trading day).
Furthermore, when issuing or disposing of common shares of the Company under the plan, the Company
shall enter into a restricted stock allotment agreement with Eligible Directors, to the effect that (i) the
Eligible Directors shall not transfer, create securities interest on, or otherwise dispose of common stock of
the Company received by allotment under the restricted stock allotment agreement for certain period, andthat (ii) the Company shall acquire such common stock of the Company without consideration under certain
circumstances.
In this disposal of treasury stock, the five (5) Eligible Directors scheduled to receive the allotment will,
under the plan, pay as property contributed in kind all monetary remuneration claims against the Company,
to receive common stock of the Company (hereinafter the “Allotted Shares”). In this disposal of treasury- 19 -

stock, the outline of the restricted stock allotment agreement (hereinafter the “Allotment Agreement”) to bereached between the Company and the Eligible Directors shall be as follows.
(1) Transfer restriction period
A period between three (3) and thirty (30) years(2) Condition for removal of transfer restriction
The transfer restriction shall be removed upon the expiry of the transfer restriction period for thewhole of the Allotted Shares, on condition that the Eligible Director remains in the office of Directorof the Company continuously during the transfer restriction period.
(3) Treatment of retirement of the Eligible Directors during the transfer restriction period, due to expiryof the term of office or other justifiable reason(i) Timing of the removal of transfer restriction
In the event of retirement of an Eligible Director due to expiry of his or her term of office as
Director of the Company or other justifiable reason (including his or her death), transfer restriction
shall be removed immediately following the retirement.
(ii) The number of shares subject to the removal of transfer restriction
The number of shares subject to the removal of transfer restriction shall be calculated bymultiplying the number of the Allotted Shares held by the Eligible Director at the time of his or her
retirement as defined in (i) by the factor obtained by dividing the number of months included in the
period between the month that contains the date when the Eligible Director started the execution of
his or her duties for the applicable fiscal year and the month that contains the aforementioned date ofretirement by 12 (or 1 if the resulting factor is more than 1)(any fractional shares resulting from theabove calculation shall be disregarded).
(4) Acquisition by the Company without considerationIf, during the transfer restriction period, the Eligible Director commits an act of violation of law orotherwise gives rise to certain circumstance as stipulated in the Allotment Agreement, the Company
shall automatically acquire the whole of the Allotted Shares without consideration as at the point intime when such violation or circumstance arises. Furthermore, the Company shall automaticallyacquire without consideration the number of the Allotted Shares not subject to the removal of transfer
restriction, as at the time of removal of transfer restriction as defined in (3) above.
(5) Management of shares
The Allotted Shares shall be managed in a dedicated account established by Eligible Directors at
Nomura Securities Co., Ltd during the transfer restriction period for the purpose of preventing
transfer, creation of securities interest thereon, or otherwise disposal thereof during the transfer
restriction period. The Company has entered into an agreement with Nomura Securities Co., Ltd. on
the management of the accounts for the Allotted Shares held by each Eligible Director, to ensure theeffectiveness of the restriction on the transfer of the Allotted Shares. Furthermore, Eligible Directors
shall agree on the detail of the aforementioned management of their account.
(6) Treatment in organizational restructuring, etc.
If, during the transfer restriction period, a merger agreement where the Company will become thedisappearing company, share exchange agreement or share transfer plan where the Company will
become a wholly owned subsidiary, or other item related to organizational restructuring, etc. isapproved at a General Meeting of Shareholders of the Company (however, this shall be the Board of
Directors of the Company if the organizational restructuring, etc. does not require approval by theGeneral Meeting of Shareholders of the Company), the Company shall, by resolution of the Board of
Directors, remove the restriction at the point in time immediately prior to the business day before theeffective date of such organizational restructuring, etc., on the number of shares as calculated bymultiplying the number of the Allotted Shares held by the Eligible Director at the time of suchapproval, by the factor obtained by dividing the number of months included in the period between themonth that contains the date when the Eligible Director started the execution of his or her duties forthe applicable fiscal year, and the month that contains the aforementioned date of the approval by 12(or 1 if the resulting factor is more than 1)(any fractional shares resulting from the above calculation
shall be disregarded). Furthermore, the Company shall automatically acquire without consideration- 20 -

the whole of the Allotted Shares not subject to the removal of transfer restriction, at the point in time
immediately after the removal of the transfer restriction.

- 21 -