Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 6235
March 9, 2023
To our shareholders:
Bin FanRepresentative Director and President/CEO
Optorun Co., Ltd.
Registered head office:10-1, Takeno, Kawagoe-shi, Saitama
Tokyo office (headquarters):
11th Floor, Metropolitan Plaza Building,
1-11-1, Nishi-Ikebukuro, Toshima-ku, Tokyo

Notice of the 24th Annual General Meeting of Shareholders
We hereby announce that the 24th Annual General Meeting of Shareholders of Optorun Co., Ltd. (the “Company”),
which will be held as indicated below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which themeasures for providing information in electronic format will be taken) in electronic format, and posts this informationon the Company’s website. Please access the website by using the Internet address shown below to review the
information.
The Company’s website: https://www.optorun.co.jp (in Japanese only)(From the above website, select “Investor Relations,” “IR Library,” and then “Annual General Meeting of
Shareholders.”)
In addition to posting items subject to measures for electronic provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) and the website for posted
Informational Materials for the General Meeting of Shareholders shown below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)(To access this information, access the TSE website by using the Internet access given above, enter the issue name(company name) “Optorun” or the Company’s securities code “6235,” click “Search,” and then click “Basic
information,” select “Documents for public inspection/PR information,” and click “Notice of Annual General
Meeting of Shareholders/Informational Materials for the General Meeting of Shareholders” under “Documents for
public inspection.”)Website for posted Informational Materials for the General Meeting of Shareholders
https://d.sokai.jp/6235/teiji/ (in Japanese only)(Access the website given above.)
As a measure to prevent infection with the novel coronavirus disease (COVID-19), continuing from the previous
year, we have made arrangements to hold the meeting at an on-site venue this time, and at the same time, as a hybrid
participatory virtual general meeting of shareholders via the Internet, so that shareholders can watch the meeting.
The Company will implement thorough infection control measures and place the highest priority on preventing any
unforeseen infection of shareholders. Accordingly, we have decided to limit the number of shareholders who canenter the venue to 15, and we kindly request that you view the presentation online via the Internet if at all possible.
In such cases, you may exercise your voting rights by any of the methods described below.

If you are unable to attend the meeting due to the limited number of attendees at the venue, you may also exercise
your voting rights either by proxy using the form provided at the venue or by one of the following methods.
[Exercising your voting rights in writing]
Please indicate your approval or disapproval of the proposals in the voting form, and then return the form to theCompany by postal mail so that your vote is received by 5:30 p.m. on Monday, March 27, 2023 (JST).
[Exercising voting rights via the Internet, etc.]
Please review the “Guide to Exercising Voting Rights via the Internet, etc.” (available in Japanese only) on this notice,and enter your approval or disapproval of the proposals by 5:30 p.m. on Monday, March 27, 2023 (JST).
[Gifts for Shareholders]
Please be aware that there will be no gifts for shareholders who attend the meeting.
1. Date and Time: Tuesday, March 28, 2023, at 10:00 a.m. (JST)(Reception is scheduled to open at 9:00 a.m.)
2. Venue:
Marigold Room, 3rd Floor, Kawagoe Prince Hotel
1-22, Shintomi-cho, Kawagoe-shi, Saitama
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 24th fiscal year (from January 1,
2022 to December 31, 2022), and the results of audits of the Consolidated Financial Statements by the
Financial Auditor and the Board of Auditors
2. The Non-consolidated Financial Statements for the 24th fiscal year (January 1, 2022 to December 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Company’s Articles of Incorporation
Proposal No. 3
Election of Seven Directors
Proposal No. 4
Determination of Remuneration for Directors to Grant Performance-Conditions
Restricted Shares Thereto

If neither approval nor disapproval of each proposal is indicated on the voting form when you exercise your voting rights in writing (bymail), the Company will deem that you indicated your approval of the proposal.
If you exercise your voting rights via the Internet more than once, your final votes shall prevail.
If you exercise your voting rights by two different means, that is, via the Internet as well as in writing (by mail), votes via the Internet
shall prevail regardless of the arrival date and time.
If you attend the meeting, we ask for your cooperation in taking measures to prevent infection, such as wearing a face mask, disinfecting,
maintaining social distancing, and refraining from conversation. Also, please submit the voting form to the venue reception whenattending the meeting.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s aforementioned website, the TSE website and the website for posted
Informational Materials for the General Meeting of Shareholders.

Guide to the 24th Annual General Meeting of Shareholders
In order to prevent the spread of the novel coronavirus disease (COVID-19), the Company will implement thefollowing measures regarding the holding and operation of this meeting. With respect to this meeting, as preventing
infection of our shareholders is a top priority, we strongly recommend that you refrain from attending the meetingon site if at all possible, and exercise your voting rights in advance by mail or via the Internet.
1. Limitation on the number of on-site attendees on the day of the meeting (in-advance registration required)
We will limit the number of shareholders who can attend the Annual General Meeting of Shareholders on site
to 15.
Please note that in-advance application is required for those who wish to attend the meeting in person.
Shareholders who apply will be contacted by the Company. Please note that if the number of applicants exceeds
15, we will not be able to accept your on-site attendance. If you plan to attend the meeting on site, please do soonly after the Company contacts you to confirm that you are able to attend the meeting.
* Application period: Monday, March 20, 2023 and Wednesday, March 22, 2023 - Friday, March 24, 2023
* Application time: 9:00 a.m. - 5:30 p.m. (JST)* Application method
Application addresssoukai-info@optorun.co.jp
Email subject (shareholder number is indicated Application for on-site attendance – ●●●●
on the voting form)(shareholder number)
Email body
Name (full name) and contact information
If you do not have an email address, please contact us at +81-3-6635-9487. (The application deadline willbe the same as when you apply by e-mail.)* Please note that in-advance applications will be closed when the maximum number of participants (15) isreached.
If you enter the meeting venue, please be sure to take measures to prevent infection, such as wearing a facemask, disinfecting, maintaining social distance, limiting conversations.
* Please note that we will not be able to accept entrance to the meeting venue for shareholders who have notapplied in advance.
2. Guide to the hybrid participatory virtual General Meeting of Shareholders
The Company will introduce a “hybrid participatory virtual General Meeting of Shareholders” (hereinafterreferred to as “the virtual General Meeting of Shareholders”), to allow shareholders to participate in the meetingfrom remote locations via the Internet, etc., without traveling to the meeting venue.
We strongly recommend that you attend the virtual General Meeting of Shareholders, and if you wish to do so,please confirm the following items.
[1] What is the virtual General Meeting of Shareholders?
(1) This is an option for shareholders who will not attend the meeting on site to watch the meeting via a live
video streamed on the “Shareholders Website” using their shareholder ID and password.
(2) While you will not be able to exercise your voting rights, ask questions or make proposals under theCompanies Act through the virtual General Meeting of Shareholders, you will be able to send your questions
while watching the live video. Please note that while we will try to answer primarily the most asked questions,
we cannot guarantee that we will be able to answer all of your questions.
(3) We will also not be able to respond to questions sent by means described above if they fall under the following
categories:(i)
Questions that are not relevant to the purpose of the General Meeting of Shareholders(ii)
Questions that violate personal privacy or are defamatory(iii)
Questions of unclear purpose(iv)
Questions that do not comply with “[2], (3)” below(v)
Other questions that are in conflict with laws and regulations or that are consideredinappropriate[2] Participation procedure(1) Shareholders who wish to participate in the meeting through the virtual General Meeting of Shareholders
should enter their ID (shareholder number) and password as described at “[4]” below on the “Shareholders
Website” described at “[5]” below.
(2) Shareholders participating in the virtual General Meeting of Shareholders do not count as attending themeeting as defined in the Companies Act.
Therefore, since you will not be able to exercise your voting rights on the day of the meeting in the virtual
General Meeting of Shareholders, please exercise your voting rights in writing or via the Internet by 5:30
p.m. on Monday, March 27, 2023 (JST).
(3) Please limit each question to 300 characters.
(4) Please ask your questions in Japanese only.
(5) Proposals cannot be submitted with questions.
(6) Please note that while we will try to answer primarily the most asked questions, we cannot guarantee that wewill be able to answer all of your questions.
[3] Others(1) Please note that video and audio may be distorted or temporarily interrupted due to system failure or poor
communication environment.
(2) Any and all expenses for communication equipment, Internet connection fees, and communication costs
required for participation in the virtual General Meeting of Shareholders will be borne by the shareholders.
(3) Please note that the Company will not be responsible for any damage suffered by shareholders due to poor
communication environment or system failures.
(4) Only shareholders of shares constituting one unit who are registered in the Company’s register ofshareholders (as of December 31, 2022) are eligible to participate in the virtual General Meeting of
Shareholders. Please refrain from participating if you are not a said shareholder of the Company.
(5) Please be aware that although we are making every effort to ensure that you are able to participate in thevirtual General Meeting of Shareholders, you may not be able to participate due to unforeseen circumstancessuch as deterioration of the communication environment or system failure, and that the meeting may becancelled depending on the circumstances.
[4] ID and password
ID
Shareholder number (the 9-digit half-width-character number shown on the voting form)*Please be sure to have your shareholder number handy before you mail in your voting
form.
Password
Postal code (the 7-digit half-width-character number of the postal code of the shareholder’sregistered address as of December 31, 2022)(For overseas shareholders, the 7-digit half-width-character number of the postal code of
the registered address of the standing proxy or domestic mailing address (domestic mailingaddress will be prioritized in the case that both are applicable) as of December 31, 2022)[5] Shareholders Website
Address
https://6235.ksoukai.jp■For inquiries about watching the live video
Phone number: +81-3-4314-1706
Date and time for inquiries: Monday, March 27, 2023, from 9:00 a.m. to 9:00 p.m. (JST), and Tuesday, March 28,
2023, from 9:00 a.m. (JST) to the end of the General Meeting of Shareholders

3. Operation on the day of the meeting We will limit the number of shareholders who can attend the Annual General Meeting of Shareholders onsite to 15.
 We will ask all shareholders who attend the meeting on site to wear face masks. Please note that we will not
be able to accept entrance to the meeting venue if you do not wear a face mask. Note that until COVID-19
is reclassified to “Class V” under the Act on the Prevention of Infectious Diseases and Medical Care forPatients with Infectious Diseases, we will continue to take the same infection prevention measures we havebeen practicing up till now.
 Alcohol disinfectant will be available at the entrance of the venue.
 On the day of the meeting, we will measure your body temperature upon entry to the venue, and if you havea fever of 37.5 degrees Celsius or higher, you will not be allowed to enter. Even if your body temperature is
below 37.5 degrees Celsius, we may refuse admission if you show symptoms such as coughing.
 During the Q&A session, the Company employees will sanitize the wireless microphone each time it is used.
 The air conditioning will be set to take in about 30 percent of the outside air.
 As a general rule, we will wear face masks when answering your questions inside the hotel.
 Please note that acrylic panels will be placed in front of the podium and between each of the executives’seats.
 The proceedings of the General Meeting of Shareholders will be conducted in as short a time as possible toensure smooth progress.

Reference Documents for the General Meeting of Shareholders

Proposal No. 1

Appropriation of Surplus

The Company considers the return of profit to shareholders a top priority of management and operates under thebasic policy to pay stable dividends while giving full consideration to matters including future business development.
Accordingly, the Company proposes to pay year-end dividends for the 24th fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and the aggregate amount thereof
The Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,174,241,300.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 29, 2023.

Proposal No. 2
1.

Partial Amendments to the Company’s Articles of Incorporation

Reasons for the Amendment

In order to strengthen the business foundation, the location of the registered head office as stipulated in Article 3 ofthe current Articles of Incorporation will be changed from Kawagoe-shi, Saitama to Tsurugashima-shi, Saitama,effective April 1, 2023.
2.

Details of the Amendment

Details of the proposed amendments are as follows.
(Amendments are underlined)
Current Articles of Incorporation
Article 3 (Registered Head Office)
The Company shall have its registered head office in
Kawagoe-shi, Saitama.

Proposed Amendments
Article 3 (Registered Head Office)
The Company shall have its registered head office inTsurugashima-shi, Saitama.

Note: Some underlining does not coincide with the Japanese version because of translation adjustments.

Proposal No. 3

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this meeting. The Company proposes toelect seven Directors.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

1

Ihei Hayashi(February 27, 1957)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Feb. 1981
Joined Shanghai Semiconductor Device
Laboratory
Apr. 1993
Joined Tokyo Electronic Metallurgy Laboratory(current TDY Inc.)
Aug. 2000
Joined the Company
May 2001
Executive Officer and General Manager of
Production Technology Division and General
Manager of Production Department
June 2001
Director
Nov. 2003
Managing Director, Senior Executive Officer,
General Manager of Production andTechnology Department, and General Manager
of Component Preparation Office
Mar. 2006
Director
Apr. 2006
Director and Senior Executive Officer
May 2006
President of OPTORUN (SHANGHAI) CO.,LTD.
Apr. 2013
Vice Chairman of OPTORUN (SHANGHAI)
CO., LTD.
Oct. 2013
Chairman of OPTORUN TAIWAN CO., LTD.
(current position)
Mar. 2014
Representative Director and President/CEO of
the Company
Aug. 2016
President of OPTORUN (SHANGHAI)
TRADING CO., LTD. (current position)
Apr. 2017
Representative Director and President/CEO,and General Manager of Production
Management Department of the Company
Sept. 2018
Representative Director and President/CEO
Mar. 2019
Chairman of OPTORUN (SHANGHAI) CO.,LTD. (current position)
Mar. 2022
Director and Chairman of the Company(current position)

Number of theCompany’s shares
owned

770,000 shares

Candidate
No.

Name
(Date of birth)2

Bin Fan(November 21, 1972)

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Sept. 1994
Joined Shanghai Institute of Technical Physics,
Chinese Academy of SciencesFeb. 2000
Joined the Company
Apr. 2008
General Manager of Technical Development
Department
Apr. 2013
Executive Officer and General Manager ofTechnical Development Department
Mar. 2014
Director, Executive Officer and General
Manager of Technical Development
Department
Aug. 2014
Director and CEO of Optorun USA, INC.
(current position)
Mar. 2017Managing Executive Officer and General
Manager of Technical Development
Department of the Company
Aug. 2017
Chairman of Zhejiang Shochi Optronics
439,000 sharesTechnology Co., Ltd. (current position)
Sept. 2018
Managing Executive Officer and General
Manager of Technical Development Division of
the Company
Mar. 2019
Director, Senior Managing Executive Officer
and General Manager of TechnicalDevelopment Division
Mar. 2019
Director of OPTORUN TAIWAN CO., LTD.
(current position)
Dec. 2020
Director of Afly solution Oy (current position)
Mar. 2021
Director of OPTORUN (SHANGHAI) CO.,LTD. (current position)
Mar. 2022
Representative Director and President/CEO andGeneral Manager of Technical Development
Division of the Company (current position)
Certificates: Doctor of EngineeringCandidate
No.

Name
(Date of birth)3

Mitsuo Yamada(December 29, 1966)

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1990
Joined The Bank of Tokyo, Ltd. (current
MUFG Bank, Ltd.)
Jan. 2011
Chief Manager of Strategic Business
Development Group, Asia & Oceania Planning
Division of The Bank of Tokyo-Mitsubishi
UFJ, Ltd. (current MUFG Bank, Ltd.)
June 2013
Seconded to VietinBank (Hanoi) in Vietnam,
Co-Director of Financial Planning Division
July 2015
Seconded to Mitsubishi UFJ Securities
Holdings Co., Ltd., General Manager of Human
Resources Division and Global HR Office
May 2017
Managing Director of Global Financial Crimes
Division of The Bank of Tokyo-Mitsubishi
6,000 shares
UFJ, Ltd. (current MUFG Bank, Ltd.)Mar. 2020
Seconded to the Company, General Manager ofManagement Department of the Company
Jan. 2021
Executive Officer of the Company
Mar. 2021
Director & Executive Officer, General Manager
of Corporate Management Department (current
position)Mar. 2021
Director of OPTORUN TAIWAN CO., LTD.
Mar. 2021
Director of Optorun USA, INC. (current
position)
Dec. 2021
Auditor of OPTORUN TAIWAN CO., LTD.
(current position)
Certificates: MBA, U.S. Certified Management Accountant

Candidate
No.

Name
(Date of birth)

4

Min Rin(December 7, 1961)

5

Naoko Yamazaki(December 27, 1970)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1984
Deputy Director of Zhejiang Crystal Factory
Apr. 1993
President of Taizhou Wote Electronics Co., Ltd.
Apr. 1997
Vice President of Zhejiang Crystal Electronics
Group Co., Ltd.
Aug. 2002
Chairman of Zhejiang Crystal-Optech Co., Ltd.
(current position)
Mar. 2018
Outside Director of the Company (current
position)(Significant concurrent positions outside the Company)
Chairman of Zhejiang Crystal-Optech Co., Ltd.
Apr. 1996
Joined the National Space Development
Agency of Japan (current Japan Aerospace
Exploration Agency (JAXA))
Apr. 2010Engaged in the assembly and resupply mission
to the International Space Station
Aug. 2011
Resigned from JAXA
Apr. 2012
Visiting Professor of Ritsumeikan University(current position)
July 2012
Member of the Committee on National Space
Policy under the Cabinet Office
May 2013
Visiting Professor of Joshibi University of Art
and Design (current position)
July 2015
Director of the Japanese Rocket Society and
Chairman of the “Sorajo” Board (current
position)
Apr. 2016
Specially Appointed Associated Professor,
Graduate School of Advanced Integrated
Studies in Human Survivability of Kyoto
University
Sept. 2017
Outside Director of the Company (current
position)
June 2018
Outside Director of Topcon Corporation(current position)
July 2018
Representative Director of Space Port Japan
Association (current position)
June 2020
Outside Director of FANUC CORPORATION(current position)
Oct. 2022
Project Professor of Keio University Global
Research Institute (current position)(Significant concurrent positions outside the Company)
Outside Director of Topcon Corporation
Outside Director of FANUC CORPORATION
Project Professor of Keio University Global Research Institute

Number of theCompany’s shares
owned

-

-

Candidate
No.

Name
(Date of birth)6

Tadashi Takiguchi(April 3, 1962)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1986
Joined Nomura Securities Co., Ltd.
Nov. 1997
Senior Managing Director of Windmark
Investment Advisors Co., Ltd.
July 2002
Representative Director of Accel Investment
Co., Ltd.
Dec. 2005
President and Representative Director of
WERU Investment Co., Ltd. (current position)
Apr. 2011
Part-time lecturer of Waseda Business School
May 2012
Representative Project Promoter of the START
project of the Ministry of Education, Culture,
Sports, Science and Technology (current the
START program of the Japan Science andTechnology Agency)
July 2014
Director of Japan Venture Capital Association
Apr. 2017
Visiting Professor of Waseda University(current position)
June 2020
Director of Faith, Inc. (current position)
Oct. 2020
Director of VALUENEX Japan Inc. (current
position)Mar. 2022
Outside Director of the Company (current
position)
Certificates: Ph.D. (International Business Management)(Significant concurrent positions outside the Company)
President and Representative Director of WERU Investment
Co., Ltd.
Visiting Professor of Waseda University
Director of Faith, Inc.
Director of VALUENEX Japan Inc.

Number of theCompany’s shares
owned

-

CandidateNo.

7

Notes:

1.
2
3.

4.

5.
6.
7.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1994
Joined Greenpeace Japan (Specified non-profit
corporation)
Apr. 2001
Campaign Director of Greenpeace Japan(Specified non-profit corporation)
Apr. 2008
Full-time contract employee of Waseda
University (Research Promotion Division)
Apr. 2011
Associate Researcher of Governance andCapacity Group of Institute for Global
Environmental Strategies (IGES)
Oct. 2011
Research Associate of WBS Research Center ofResearch Institute of the Faculty of Commerceof Waseda University
Apr. 2014
Assistant Professor of Center for Research
Strategy of Waseda University
Apr. 2016
Associate Professor of Center for Research
Mikiko Shimaoka
Strategy and Deputy General Manager of(February 4, 1969)
WASEDA-EDGE Global Talent Development
Program of Waseda University[Newly appointed]
Apr. 2019
Professor of Graduate School of Political
Science Public Management Major of Facultyof Political Science and Economics,
Concurrently Researcher of ResearchInnovation Center, and General Manager of
WASEDA-EDGE Global Talent Development
Program of Waseda University
Apr. 2019
Professor of School of Health Innovation of
Kanagawa University of Human Services(current position)
Sept. 2021
Professor of Research Strategy Section of
Research Innovation Center of Waseda
University (current position)
Certificates: Ph.D. (Public Management)(Significant concurrent positions outside the Company)
Professor of Waseda University
The number of the Company’s shares held is the number of shares as of February 21, 2023.
There is no special interest between any of the candidates and the Company.
WERU Investment Co., Ltd., where Tadashi Takiguchi serves as President and Representative Director, is an unlimited
liability partner of the Waseda Investment Limited Partnership, in which the Company invests. However, there are no
significant matters in light of the scale and nature of the transaction.
For five years since 2017, the Company made an annual donation of ¥10 million to Waseda University, where Tadashi
Takiguchi serves as Visiting Professor. However, there are no significant matters in light of the scale and nature of thetransaction.
For five years since 2017, the Company made an annual donation of ¥10 million to Waseda University, where Mikiko
Shimaoka serves as Professor. However, there are no significant matters in light of the scale and nature of the transaction.
Min Rin, Naoko Yamazaki, Tadashi Takiguchi, and Mikiko Shimaoka are candidates for outside Director.
Matters regarding candidates for Director (excluding outside Directors)
Reasons for nomination as candidate for Director
Ihei Hayashi has led all facets of business at the Company as Representative Director, President/CEO, and Director andChairman, and he has driven the growth of business at the Company. The Company nominates Ihei Hayashi as a candidate
for Director of the Company so that his extensive experience, performance and knowledge related to corporate
management may contribute to the management of the Company.
Bin Fan has led all facets of business at the Company and the technical development of the whole Company as
Representative Director and President/CEO, and General Manager of Technical Development Division. The Company
nominates Bin Fan as a candidate for Director of the Company so that his extensive experience and performance may
contribute to the management of the Company.
Name(Date of birth)Mitsuo Yamada has many years of experience in key positions in the administrative departments, etc. of financial
institutions. In addition, he has led the corporate management of the Company as Director and Executive Officer. The
Company nominates Mitsuo Yamada as a candidate for Director of the Company so that his extensive experience,
performance, high-level of expertise in finance and accounting as well as his knowledge related to corporate management
may contribute to the management of the Company.
8. Matters regarding candidates for outside Director
Reasons for nomination as candidate for outside Director and outline of expected roles
Min Rin is Chairman of the Board of Zhejiang Crystal-Optech Co., Ltd., which is a shareholder of the Company, and hepossesses extensive experience and a high-level of knowledge in corporate management. The Company nominates Min
Rin as a candidate for outside Director of the Company so that it can continue to utilize his precise advice related to the
management of the Company, making the best use of his experience and insight and from professional perspectives. Min
Rin is currently outside Director of the Company, and at the conclusion of this meeting, his tenure as outside Director will
have been five years.
Naoko Yamazaki has no experience of being directly involved in corporate management other than as an outside director,
but she possesses experience as an astronaut and broad knowledge and insight into aerospace engineering. The Company
nominates Naoko Yamazaki as a candidate for outside Director of the Company so that it can continue to expect her tocontribute to the management of the Company, making the best use of her experience and insight and from professional
perspectives on astronautics and corporate management. Naoko Yamazaki is currently outside Director of the Company,
and at the conclusion of this meeting, her tenure as outside Director will have been five years and six months.
Tadashi Takiguchi is the representative of a venture capital firm and possesses extensive experience and a high-level ofknowledge in corporate management. He also has experience teaching students leveraging his know-how on establishingventures as Visiting Professor of Waseda University. The Company nominates Tadashi Takiguchi as a candidate for outside
Director of the Company so that it can make the best use of his experience and insight as well as utilize his precise advice
related to the future business management of the Company. Tadashi Takiguchi is currently outside Director of the Company,
and at the conclusion of this meeting, his tenure as outside Director will have been one year.
Mikiko Shimaoka has no direct experience of being involved in management of a company other than being an outside
officer, but as a professor at Waseda University, she has been engaged for many years in student education related tointernational public economy and creation of new businesses, at international NPO and in university education settings,
and has made efforts for the development of human resources related to startups. The Company nominates Mikiko
Shimaoka as a candidate for outside Director of the Company so that it can make the best use of her extensive experienceand deep insight, as well as utilize her advice for the development of human resources and business development of theCompany.
9. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Min Rin, Naoko Yamazaki and Tadashi Takiguchi to limit their liability for damages under Article 423, paragraph(1) of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. If
the reelection of Min Rin, Naoko Yamazaki and Tadashi Takiguchi is approved, the Company plans to renew the
aforementioned agreements with them. Moreover, if the election of Mikiko Shimaoka is approved, the Company plans toenter into the same limited liability agreement with her.
10. The Company has submitted notification to Tokyo Stock Exchange that Naoko Yamazaki and Tadashi Takiguchi havebeen appointed as independent officers as provided for by the aforementioned exchange. If the reelection of Naoko
Yamazaki and Tadashi Takiguchi is approved, the Company plans for their appointment as independent officers to continue.
In addition, if the election of Mikiko Shimaoka is approved, the Company plans to submit notification to Tokyo Stock
Exchange that Mikiko Shimaoka has been appointed as an independent officer as provided for by the aforementioned
exchange.
11. The Company has entered into a liability insurance contract with an insurance company for directors and officers, etc., as
stipulated in Article 430-3, paragraph (1) of the Companies Act. The insurance contract is scheduled to be renewed infiscal 2023. Directors, Corporate Auditors, Executive Officers, other officers and retired officers of the Company are theinsureds covered by the insurance contract, and they do not bear the insurance premium. Damages in cases where theinsureds are liable for damage compensation arising from actions related to their duties will be covered under the insurance
contract. However, there are some exemptions, such as cases where such actions are carried out with the understandingthat their conduct violates laws and regulations, in order to ensure that the appropriateness of the execution of duties by
the insureds is not impaired. If each candidate is elected and assumes the office as Director, each candidate will be includedin the insurance contract as an insured.

[Reference] Skill Matrix of the Board of Directors after the General Meeting of Shareholders
If the candidates for Director in this proposal are elected as originally proposed, the composition of the Board of
Directors and Board of Auditors, and the main expertise and experience of each individual are as follows.
Expertise
Position

Name

R&D /
Corporate
Technology /Management
Production

GlobalSales /
MarketingDirector

Ihei Hayashi

〇

〇

〇

〇

Director

Bin Fan

〇

〇

〇

〇

Director

MitsuoYamadaDirector(outside)

Min RinDirector(outside)

Naoko
YamazakiDirector(outside)

TadashiTakiguchi

Director(outside)〇

Legal Affairs /Finance and Compliance / Personnel /Accounting
Risk
Labor Affairs
Management〇〇

MikikoShimaoka〇〇

Full-time
Corporate
AuditorShinichi
Kobayashi〇〇

Corporate
Auditor(outside)

Hironobu
SasadaCorporate
Auditor(outside)

Ritsu
Katayama

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

The above list does not include all the expertise and experience, but shows the areas to which each individual is
expected to contribute.

Proposal No. 4

Determination of Remuneration for Directors to Grant Performance-Conditions Restricted
Shares Thereto

The amount of remuneration, etc. for Directors of the Company shall be (i) set at an annual amount of up to ¥800
million as monetary remuneration (excluding the portion of employee salaries for Directors concurrently serving as
employees), as approved at the 18th Annual General Meeting of Shareholders held on March 29, 2017, and (ii) forthe purpose of providing incentives to continuously enhance the Company’s corporate value and shareholder value
over the medium to long term, the 20th Annual General Meeting of Shareholders held on March 27, 2019 approveda resolution to introduce a restricted shares remuneration plan (hereinafter referred to as the “Plan I”) to theCompany’s Directors (excluding outside Directors, hereinafter referred to as the “Eligible Directors”). The Company
has approved the payment of monetary remuneration claims of up to ¥100 million per year as property contributedin kind for the grant of restricted shares under the Plan I, separate from the above monetary remuneration limit, andthat the total number of common shares of the Company to be issued or disposed of to the Eligible Directors under
the Plan I shall be up to 70,000 shares per year, respectively.
In addition to the purpose of the Plan I, a new performance-conditions restricted shares remuneration plan (hereinafterreferred to as the “Plan II”) will be established for the Eligible Directors, separate from the above monetary
remuneration and the Plan I, for the purpose of clarifying the linkage between performance targets and remunerationand making the Eligible Directors committed to performance. Approval is requested for the payment of remuneration
for the grant of performance-conditions restricted shares based on this plan.
The Eligible Directors shall provide all of the monetary remuneration claims to be provided under this proposal in
the form of property contributed in kind, and shall receive common shares of the Company that shall be issued or
disposed of by the Company. The total amount of monetary remuneration to be provided to the Eligible Directors
based on this proposal for the grant of performance-conditions restricted shares shall be an amount consideredreasonable in light of the above purposes, and shall be no more than an annual amount of ¥200 million. The total
number of common shares of the Company to be issued or disposed of thereby shall also be no more than 80,000
shares per year. However, the maximum number of shares shall be adjusted in accordance with such ratio when the
total number of issued shares of the Company increases or decreases due to a share consolidation or a share split(including allotment of shares without contribution). Furthermore, the amount to be paid per share for such issuanceor disposal shall be determined by the Board of Directors based on the closing price of the common shares of theCompany on the Tokyo Stock Exchange on the business day immediately before each date of resolution by the Boardof Directors (if there no closing price on such date, the closing price of the closest preceding trading day), which will
be within the range not especially advantageous to the Eligible Directors.
In addition, the specific amount to allocate to each Eligible Director shall be determined by the Board of Directors.
Currently the number of Eligible Directors is three, and if Proposal No. 3 is approved and adopted as proposed, thenumber of Eligible Directors will continue to be three.
In granting performance-conditions restricted shares under the Plan II, the Company and each Eligible Director shallenter into an agreement for the allocation of performance-conditions restricted shares (the “Allocation Agreement”)
that includes the provisions as summarized below.

(1)

An Eligible Director shall not transfer, create a security interest on, or otherwise dispose of the common sharesof the Company allotted in accordance with the Allocation Agreement (the “Allotted Shares”) during the period
specified by the Board of Directors of the Company (the “Restriction Period”). These restrictions are hereinafterreferred to as the “Transfer Restrictions.”(2)

In the event an Eligible Director loses their position as a Director of the Company or any other position
stipulated by the Board of Directors of the Company before the end of the term defined by the Board of
Directors of the Company (the “Term of Appointment”), the Company shall automatically acquire such Allotted
Shares without contribution, unless there is a reason the Board of Directors of the Company deems justifiable.

(3)

Upon the expiration of the Restriction Period, the Company may lift the Transfer Restrictions on all of the
Allotted Shares on the condition that the Eligible Director has continuously served as a Director or in any otherposition stipulated by the Company’s Board of Directors during the Term of Appointment and has achieved theperformance targets determined by the Company’s Board of Directors for three consecutive fiscal years as
determined by the Company’s Board of Directors. However, if an Eligible Director loses their position definedin (2) above before the end of the Term of Appointment due to a reason deemed justifiable by the Board of
Directors as stipulated in (2) above, the number of Allotted Shares on which the Transfer Restrictions are to belifted or period of lifting Transfer Restrictions may be reasonably adjusted as necessary.
(4)

The Company shall automatically acquire without contribution the Allotted Shares on which the Transfer
Restrictions have not been lifted at the expiration of the Restriction Period in accordance with the provisionsin (3) above.

(5)

During the Restriction Period, the Company shall naturally acquire the Allotted Shares without consideration
when the Eligible Director violates laws and regulations, internal rules, or the Allocation Agreement, or when
any other event specified by the Company’s Board of Directors as a reason why it is appropriate to acquire the
Allotted Shares without consideration occurs to the Eligible Director.

(6)

Notwithstanding the provisions in (1) above, if matters relating to a merger agreement in which the Company
is the disappearing company, a share exchange agreement or share transfer plan in which the Company becomesa wholly-owned subsidiary, or other reorganization, etc., are approved at the General Meeting of Shareholdersof the Company during the Restriction Period (or approved by the Board of Directors of the Company in cases
where approval at the General Meeting of Shareholders of the Company is not required in relation to thereorganization, etc.), the Company shall lift the Transfer Restrictions on or acquire without consideration thecertain number of the Allotted Shares that will be reasonably determined in view of the period from the date ofcommencement of the Term of Appointment through the date of approval on the reorganization, etc. prior to
the date on which the reorganization, etc. becomes effective and the achievement of performance conditions,by resolution of the Board of Directors of the Company.

(7)

In cases specified in (6) above, the Company shall automatically acquire without contribution the Allotted
Shares on which the Transfer Restrictions have not been lifted as of the time immediately after the Transfer
Restrictions were lifted in accordance with the provisions in (6) above.

[Reasons why it is appropriate to grant performance-conditions restricted shares]
This proposal aims to provide the Eligible Directors with remuneration for the grant of performance-conditions
restricted shares under the Plan II in order to provide the Eligible Directors with incentives to continuously enhance
the Company’s corporate value, to further promote shared values with shareholders, and to make the Eligible
Directors committed to performance by clarifying the linkage between performance targets and remuneration.
At the Board of Directors meeting held on February 21, 2023, the Company revised its policy regarding thedetermination of the content of individual Director remuneration, etc., an overview of which is set forth on pages 24
to 25 of the Business Report (available in Japanese only), and the grant of restricted shares based on this proposal isnecessary and reasonable in accordance with such policy. Also, the maximum number of shares to be issued or
disposed of in one year based on the Plan II for this proposal also represents approximately 0.180% of the total
number of shares issued and outstanding (as of February 21, 2023), and the total of the maximum number of shares
to be issued or disposed of in one year based on the Plan I and the Plan II represents approximately 0.338% of thetotal number of shares issued and outstanding, and the dilution ratio is minimal.
Accordingly, the Company judges that the contents of this proposal are appropriate.
(Reference)
The Company intends to grant performance-conditions restricted shares similar to those in the Plan II, for Executive
Officers of the Company.