Summary Translation
This is a summary translation of the original notice in Japanese. The Japanese original notice is official and this summary
is for your reference and convenience only. Toshiba Tec does not guarantee the accuracy of this summary.

Security Code (in Japan) 6588

June 3, 2022

Hironobu NISHIKORI
Representative Director
President and Chief Executive Officer

TOSHIBA TEC CORPORATION
1-11-1, Osaki, Shinagawa-ku,
Tokyo, Japan

Convocation Notice of the Ordinary General Meeting of Shareholders
for the 97th Fiscal Year
Dear Shareholders;
Notice is hereby given that the Ordinary General Meeting of Shareholders of Toshiba Tec
Corporation (the “Company”) for the 97th fiscal year will be held as described below.
In light of measures to prevent the spread of COVID-19, we ask that shareholders refrain from
attending the venue this year regardless of health condition and instead, wherever possible,
exercise voting rights either by writing or via the Internet.
If you exercise your voting rights before the meeting, after reviewing the Reference Material for
the Ordinary General Meeting of Shareholders annexed hereto, please exercise your voting rights
by 5:00 p.m., Friday, June 24, 2022 (Japan Standard Time).
As the seating at this meeting will be widely spaced to maintain social distancing, the number ofseats available will be greatly reduced compared to previous years. As such, please note that you
may not be granted entry to the venue even if you come to attend the meeting.
Please also review “Requests for Preventing the Spread of COVID-19” on page 5.

・Regarding Internet live streaming service
The Meeting will be live streamed via the Internet. Please review “Notice of Internet Live Streaming Service” on page
4 for viewing directions, etc.

Page 1

1. Date and Time:

Monday, June 27, 2022 at 10:00 a.m. (Japan Standard Time)(Reception starts at 9:00 a.m.)

2. Place:

The Company’s Osaki OfficeOval Court Osaki Mark East, 2-17-2, Higashi Gotanda, Shinagawaku, Tokyo, Japan
3. Agenda for the Meeting:Subject for Report: Business Report, Consolidated Financial Statements and NonConsolidated Financial Statements for the 97th Fiscal Year (from
April 1, 2021 to March 31, 2022), and Audit Report for theConsolidated Financial Statements of the Certified Public
Accountant and the Audit & Supervisory Board.
Subject for Resolutions:First Proposal:
Partial Amendments to the Articles of Incorporation
Second Proposal: Election of ten (10) Directors
Third Proposal:
Election of one (1) Audit & Supervisory Board Member
Fourth Proposal
Election of one (1) Substitute Outside Audit & Supervisory Board
MemberFifth Proposal:
Revision of Amount of Remuneration for Directors▶ Of the documents to be provided with this Convocation Notice, the Business Report, Consolidated
Financial Statements, Non-Consolidated Financial Statements, and Audit Reports are as listed in
the attached Reports for the 97th Fiscal Year. However, in accordance with laws and regulations
and Article 15 of the Articles of Incorporation, the “Notes to Consolidated Financial Statements” of
the Consolidated Financial Statements and “Notes to Non-Consolidated Financial Statements” of
the Non-Consolidated Financial Statements are provided on the Company’s website(https://www.toshibatec.co.jp/) and are thus not included in the Report for the 97th Fiscal Year.
▶ Any changes in the matters described in the Business Report, Consolidated Financial Statements,
Non-Consolidated Financial Statements, or Reference Materials for the General Meeting of
Shareholders shall be provided on the above Company website.
Payment of the Year-End Dividend for the 97th Fiscal Year
Pursuant to a resolution of the Board of Directors meeting held May 11, 2022, the Company has decided to pay a
year-end dividend of 20 yen per share (tax included) for the 97th fiscal year, commencing on June 6, 2022.
Therefore, we ask that eligible shareholders take the enclosed year-end dividend receipt to the nearest JAPANPOST BANK Co., Ltd. or post office during the payment period (June 6, 2022 through July 29, 2022) to claim theabove year-end dividends.
As for shareholders who have designated a method for transfer of dividends, payment procedures have been
conducted separately.

Page 2

Guidance on exercising voting rights by writing or via the Internet
Voting deadline 5:00 p.m., Friday, June 24, 2022 (Japan Standard Time)

Exercising voting rights in writing
Please exercise your voting rights by sending back the enclosed Voting Rights Exercise Form
indicating your approval or disapproval of the proposals such that it arrives at the Company by
the above voting deadline.

Exercising voting rights via the Internet
Please exercise your voting rights via the Internet (by computer or smartphone) to indicate
your approval or disapproval of the proposals by the above voting deadline.

If your exercise your voting rights both by mail and through the Internet, whichever exercise of voting rights reaches
the Company last will be treated as effective; if both reach the Company on the same day, the exercise of thevoting rights through the Internet will be treated as effective. If you exercise voting rights several times through theInternet, or exercise voting rights through both the computer and smartphone, the most recent exercise of voting
rights will be treated as effective.
For institutional investors
The “Electronic Voting Platform” (also known as the “TSE Platform”) is available for institutional investors who
have applied in advance to use the platform in place of the above Internet-based exercising of voting rights.
For shareholders attending this General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form to the reception desk. (Your seal is
not required to be affixed to the form.)
In addition, please bring this Convocation Notice and the Reports for the 97th Fiscal Year as
reference materials

Page 3

Notice of Internet Live Streaming Service
The video and audio of this General Meeting of Shareholders will be live streamed over the Internet, limited only
to our shareholders. We encourage you to take advantage of this service, as it allows viewing the meeting fromhome without prior registration.
Note that you will not be able to participate in the resolutions of the meeting on the day through the live streaming
service. Please exercise your voting rights in advance and watch the live streaming.
Date and time

10:00 a.m., Monday, June 27, 2022 (Japan Standard Time)(The live streaming website can be accessed around 9:30 a.m., 30 minutes before the starting time.)(1) The live streaming page may be accessed from the Company website. Enter the below
URL or scan the QR code on your computer or smartphone and access the page about
information regarding shareholders’ meetings on the Company’s website.

How to view

URL: https://www.toshibatec.co.jp/company/ir/stock/meeting.html(2) After accessing the live streaming site, enter the following password when the screen toenter such information appears.

Precautions
when viewing(3) Follow the on-screen guidance and you will be able to view live stream.
・Viewing of the live stream is limited only to shareholders.
・Please refrain from filming, recording, archiving the live stream, or making any of the above
public such as posting on social media.
・Please note that there may be viewing problems such as video and audio disruptions orinterruptions in the live stream due to system failures, Internet communication settings andother factors. We appreciate your understanding.
・Depending on your device or Internet settings, you may not be able to watch the live
streaming service.
・Shareholders are asked to bear the connection fees, etc. that may incur for viewing theInternet live stream.
・Please note that there is a possibility that we may not be able to conduct the live streaming
service due to unavoidable circumstances. In such case, we will notify our shareholders on
the Company website (https://www.toshibatec.co.jp/).

For shareholders
・We plan on only filming the area around the officers’ seats and on-screen images inattending theconsideration of the privacy of our shareholders. However shareholders may be filmed
meeting
unavoidably. We appreciate your understanding.
in person* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

Page 4

Requests for Preventing the Spread of COVID-19
・ We ask that shareholders who will be attending this General Meeting of Shareholders in personbring and wear a face mask. In addition, alcohol-based hand sanitizers will be placed by thevenue’s reception desk; we ask for your cooperation in sanitizing your hands.
・ All persons attending this General Meeting of Shareholders will have their temperature measured
near the venue’s reception desk. Anyone who is determined to have a fever, is feeling unwell, or
has returned or entered from overseas and is still within the quarantine period designated by the
Ministry of Health, Labour and Welfare may be denied entry to the venue. Any shareholder who
has returned or entered from overseas and is still within the quarantine period designated by the
Ministry of Health, Labour and Welfare is requested to make this known at the reception desk.
・ Staff members at this General Meeting of Shareholders will have their health condition such astemperature checked, and will be wearing a face mask.
・ The length of this General Meeting of Shareholders will be shortened in light of COVID-19
infection prevention measures; as such, matters to be reported (including the audit report) and
explanation of the proposals will be shortened to the extent possible. For shareholders who plan
to attend the meeting, please review this Convocation Notice and the Reports for the 97th Fiscal
Year in advance.
・ The infection prevention measures indicated in this Convocation Notice may change dependingon the situation regarding the spread of COVID-19 and details of government announcements up
to the day of the meeting. Any such changes will be announced on the Company’s website(https://www.toshibatec.co.jp/).
We apologize to our shareholders for any inconvenience the above measures may cause andappreciate your understanding.

Page 5Reference Material for the Ordinary General Meeting of Shareholders
First Proposal: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of a system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows.
(1) The first half of the proposed Article 15, Paragraph 1 stipulates that the Company shalltake electronic provision measures for information contained in the reference materials for
the General Meeting of Shareholders, etc.
(2) The purpose of the latter half of the proposed Article 15, Paragraph 2 is to establish aprovision to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it.
(3) The provisions related to the Disclosure via the Internet and Deemed Presentation ofReference Materials, etc. for General Meeting of Shareholders (Article 15 of the current
Articles of Incorporation) will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementaryprovisions related to the enforcement date, etc. shall be established.
2. Details of the amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Disclosure via the Internet and Deemed
Presentation of Reference Materials, etc. for
General Meeting of Shareholders)
Article 15. In convening a General Meeting of
Shareholders, the Company may
deem that the information relating to
the matters to be stated or indicatedin reference materials for the
General Meeting of Shareholders,business
reports,
financialstatements
andconsolidated
financial statements shall havebeen presented to the shareholders
if such information is disclosed
through a method that uses theInternet pursuant to laws andordinances.

Page 6(Underlines indicate amended sections)
Proposed amendments<Deleted>

Current Articles of Incorporation<Newly established>

Proposed amendments(Electronic Provision Measures, etc.)
Article 15. The
Company
shall,
when
convening a General Meeting of
Shareholders,
takeelectronic
provision measures for information
contained
intheReference
Materials for the General Meeting of
Shareholders, etc.
Among the matters to be provided
throughelectronic
provision
measures, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.

<Newly established>

Supplementary Provisions
1. The amendments to Article 15 of the
Articles of Incorporation shall take effectfrom September 1, 2022, the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act
Partially Amending the Companies Act (ActNo. 70 of 2019) (the “Enforcement Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 15 of the
Articles of Incorporation before theamendment shall remain in force withrespect to a General Meeting of
Shareholders to be held on a date within six(6) months from the Enforcement Date.
3. These supplementary provisions shall bedeleted after the lapse of six (6) months
from the Enforcement Date or the lapse of
three (3) months from the date of theGeneral Meeting of Shareholders set forthin the preceding paragraph, whichever islater.

Page 7

Second Proposal: Election of ten (10) Directors
The terms of office of the current ten (10) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders.
Therefore, the Company proposes to elect the following ten (10) Directors.
The candidates for Directors are as follows.

No.

Name

Positions and responsibilities at the Company

1

Hironobu
NISHIKORI

Reappointment

2

MasamiUCHIYAMA

Reappointment

3

Yukio INOUE

Reappointment

4

Hitoshi
KANEDA

Reappointment

5

Representative Director,
President and Chief Executive
Officer, Chief Risk ComplianceManagement Officer (CRO),
Member, Nomination Committee
and Member, Compensation
Committee
Director
Executive Vice President,
Assistant to the President,
Responsible for Corporate
Strategic Planning andResponsible for Corporate
Strategic Production &Procurement
Director
Senior Vice President, Chief
Finance Officer (CFO),
Responsible for Internal Control
Promotion and General Manager
of Corporate Finance &Accounting Group
Director
Senior Vice President,
Responsible for Legal Service,
General Manager of Corporate
Human Resources &Administration Group, Member,
Nomination Committee andMember, Compensation
Committee
Director
Vice President, Responsible for
Corporate IT & Information
Systems, General Manager ofCorporate Strategic Digital
Transformation Group andCorporate Marketing Officer

Junichi TAKEI Reappointment

6

Takamasa
MIHARA

Reappointment

7

MichioKUWAHARA

Reappointment

Candidate for
OutsideDirector

Years in office asAttendanceDirector
Record at Board(at the conclusionof Directorsof this General
Meetings
Meeting of(FY2021)
Shareholders)

2 years100%(16/16)

4 years100%(16/16)

7 years100%(16/16)

4 years100%(16/16)

3 years100%(16/16)

Director

1 year92%(12/13)

Outside Director
Chairperson, Special Committee
and Chairperson, Nomination
Committee

6 years100%(16/16)

Page 8No.

Name

Positions and responsibilities at the Company

Years in office asAttendanceDirector
Record at Board(at the conclusionof Directorsof this General
Meetings
Meeting of(FY2021)
Shareholders)Outside Director
Member, Special Committee,
Member, Nomination Committee
and Member, Compensation
Committee

6 years100%(16/16)

8

Shin NAGASE Reappointment

Candidate for
OutsideDirector

9

Hirotaka
MORISHITA

Reappointment

Candidate for
OutsideDirector

Outside Director
Chairperson, Compensation
Committee and Member, Special
Committee

2 years100%(16/16)

Reappointment

Candidate for
OutsideDirector

Outside Director
Member, Special Committee,
Member, Nomination Committee
and Member, Compensation
Committee

2 years100%(16/16)

10

Miho AOKIPage 9

Candidate No.
1

Reappointment

Hironobu NISHIKORI

Date of birthAugust 2, 1956

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1980
Joined Fujitsu Limited
December 2006 Corporate Vice President,
President, Storage Products Business Unit of Fujitsu Limited
October 2009
Joined Toshiba Corporation,
Assistant to President and Chief Executive Officer, Digital Media
Network Company (in-house company) of Toshiba Corporation
April 2010
General Manager, HDD Business Division, Storage ProductsCompany(in-house company) of Toshiba Corporation
Years in office as
Director
June 2010
Executive Officer, Corporate Vice President of Toshiba Corporation
2 years
June 2012
Executive Officer, Corporate Senior Vice President of Toshiba(at the conclusion of
Corporation
this General
October 2013
President and Chief Executive Officer, Cloud & Solutions Company
Meeting of(in-house company) of Toshiba Corporation
Shareholders)April 2015
President and Chief Executive Officer, Industrial ICT Solutions
Company (in-house company) of Toshiba Corporation
Attendance Record
at the Board ofJune 2017
Executive Officer, Corporate Executive Vice President of Toshiba
Directors meetings
Corporation(FY2021)
July 2017
Responsible for Digital Solutions Business of Toshiba Corporation,
100% (16/16
Director and President and CEO of Toshiba Digital Solutions
meetings)
Corporation
April 2020
Senior Executive Vice President, Assistant to the President of the
Number ofCompany
Company’s
shares owned by June 2020
Representative Director, President and Chief Executive Officer, Chiefthe candidate
Risk Compliance Management Officer (CRO) of the Company (To4,986 shares
date)
June 2020
Member, Nomination & Compensation Advisory Committee of theCompany
December 2021 Member, Nomination Committee,
Member, Compensation Committee of the Company (To date)Reasons for nomination as a candidate for Director
Mr. NISHIKORI was nominated as a candidate for Director based on the determination that
due to his extensive experience, insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 10

Candidate No.
2

Reappointment

Masami UCHIYAMA

Date of birthJanuary 13, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1984
Joined the Company
Years in office as January 2012
Technology Executive, System Solutions Business Group of the
Director
Company
4 years
April 2014
General Manager, Chubu Main Branch of System Solutions Business(at the conclusion
Group of the Companyof this General
July 2015
Vice President of the Company
Meeting of
Shareholders)April 2017
Chief Marketing Executive,
General Manager, Domestic Sales Promotion Management Division of
Attendance Record
Retail Solutions Business Group of the Company
at the Board of
April 2018
Managing Director, Retail Solutions Business Group of the Company
Directors meetings
June 2018
Director, Senior Vice President of the Company(FY2021)
April 2020
Director, Executive Vice President, Assistant to the President of the
100% (16/16
Company (To date)meetings)
April 2022
Responsible for Corporate Strategic Planning,
Number of
Responsible for Corporate Strategic Production & Procurement of theCompany’s
Company (To date)shares owned by
the candidate
5,883 shares(Note 6)
Reasons for nomination as a candidate for Director
Mr. UCHIYAMA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 11

Candidate No.
3

Reappointment

Yukio INOUE

Date of birthJanuary 3, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1985
Joined Toshiba Corporation
May 2010
Group Manager, Finance Group of Corporate Finance & Accounting
Division of Toshiba Corporation
May 2014
Chief Financial Officer of Toshiba of Europe Limited
September 2015 Vice President of the Company
September 2015 Chief Financial Officer, General Manager of Corporate Finance &Attendance Record
Accounting Group of the Company (To date)at the Board of
October2015
Directorof the Company (To date)Directors meetings(FY2021)
June 2018
Senior Vice President of the Company (To date)
100% (16/16
June 2019
Responsible for Internal Control Promotion of the Company (To date)meetings)
Years in office as
Director
7 years(at the conclusionof this General
Meeting of
Shareholders)Number ofCompany’s
shares owned by
the candidate
3,461 shares(Note 6)

Reasons for nomination as a candidate for Director
Mr. INOUE was nominated as a candidate for Director based on the determination that due
to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 12

Candidate No.
4

Reappointment

Hitoshi KANEDA

Date of birth
March 27, 1960

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1982
Joined the Company
July 2009
Deputy General Manager, Corporate Human Resources &Administration Group of the Company
June 2011
Representative Director, President and Chief Executive Officer ofToshiba Human Asset Services Corporation
June 2014
General Manager, Corporate Human Resources & Administration Groupof the Company (To date)
Attendance Record July 2016
Vice President of the Company
at the Board ofJune 2018
Director, Responsible for Legal Service of the Company (To date)Directors meetings
June 2019
Senior Vice President of the Company (To date)(FY2021)
June 2019
Member, Nomination & Compensation Advisory Committee of the
100% (16/16
Company
meetings)
December 2021 Member, Nomination Committee,
Number ofMember, Compensation Committee of the Company (To date)Company’s
shares owned by
the candidate
6,261 shares
Reasons for nomination as a candidate for Director(Note 6)
Mr. KANEDA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.
Years in office as
Director
4 years(at the conclusionof this General
Meeting of
Shareholders)

Page 13

Candidate No.
5

Reappointment

Junichi TAKEI

Date of birth
September 30, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1987
Joined the Company
January 2012
Senior Manager, Strategic Planning Division of System Solutions
Business Group of the Company
April 2012
Senior Manager, Planning Division No.1 of Corporate Strategic PlanningGroup of the Company
April 2016
Assistant General Manager, Overseas Retail Solutions Business Group
Attendance Recordof the Company
at the Board ofJune 2018
Vice President, Responsible for Corporate IT & Information Systems,
Directors meetings
Corporate Marketing Officer of the Company (To date)(FY2021)
June 2018
General Manager, Corporate Strategic Planning Group of the Company
100% (16/16
June 2019
Director of the Company (To date)meetings)
April 2022
General Manager, Corporate Strategic Digital Transformation Group of
Number of
the Company (To date)Company’s
shares owned by
Reasons for nomination as a candidate for Director
the candidate
3,288 shares
Mr. TAKEI was nominated as a candidate for Director based on the determination that due(Note 6)
to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.
Years in office as
Director
3 years(at the conclusionof this General
Meeting of
Shareholders)

Page 14

Candidate No.
6

Reappointment

Takamasa MIHARA

Date of birthAugust 14, 1967

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1991
Joined Toshiba Corporation
September 2007 Administrative Manager of Toshiba Asia Pacific Pte. Ltd. (Singapore)
June 2010
Group Manager, Employee Relations & Work Force Planning Group,Years in office as
Human Resources and Administration Division of Toshiba Corporation
Director
July
2016
Group
Manager, Human Resources Management Group, Human
1 yearResourcesand Administration Division of Toshiba Corporation(at the conclusion
April 2020
General Manager, Human Resources Management Department 1,of this General
Human Resources and Administration Division of Toshiba Corporation
Meeting of
Shareholders)August 2020
General Manager, Governance Organization Project Team, Human
Resources and Administration Division of Toshiba Corporation
Attendance Record
April 2021
Executive Officer, Corporate Vice President,
at the Board ofGeneral Executive, Human Resources and Administration Division of
Directors meetings
Toshiba Corporation (To date)(FY2021)
April
2021
Vice President, Human Resources and Administration Division of
92% (12/13
Toshiba
Corporation
meetings)
June 2021
General Executive, Sustainability Promotion Division of Toshiba
Number of
Corporation (To date)Company’s
June 2021
Director of the Company (To date)shares owned by
March
2022
General Executive, Corporate Communications Division of Toshiba
the candidate
Corporation (To date)- shares
Reasons for nomination as a candidate for Director
Mr. MIHARA was nominated as a candidate for Director based on the determination that
due to his extensive experience and insight, among others, he is capable of supervising theCompany’s decision-making, business executions, etc.

Page 15

Reappointment

Candidate No.
7

Candidate for
OutsideDirector

Michio KUWAHARA

Date of birth
October 24, 1948

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1972
Joined Marubeni Corporation
April 2002
Corporate Vice President of Marubeni Corporation
April 2004
Corporate Senior Vice President of Marubeni Corporation
April 2006
Corporate Executive Vice President of Marubeni Corporation
Years in office as
April 2008
Senior Executive Vice President of Marubeni Corporation
Director
6 years
June 2008
Representative Director, Senior Executive Vice President of Marubeni(at the conclusion
Corporationof this General
May 2010
Representative Director, President and Chief Executive Officer of The
Meeting ofDaiei, Inc. (Until May 2013)
Shareholders)April 2016
Auditor of Tokyo University of Foreign Studies (To date)Outside Director of the Company (To date)
Attendance Record July 2016at the Board of
February 2017 Chairperson, Nomination & Compensation Advisory Committee of the
Directors meetings
Company(FY2021)
March 2020
Outside Director of Katakura Industries Co., Ltd. (To date)
100% (16/16
December 2021 Chairperson, Special Committee,
meetings)
Chairperson, Nomination Committee of the Company (To date)
Number ofCompany’s
Reasons for nomination as a candidate for Outside Director and outline of expectedshares owned by roles
the candidate
Mr. KUWAHARA was nominated as a candidate for Outside Director because he satisfies- sharesthe respective independence criteria stipulated by the Tokyo Stock Exchange and theCompany and he possesses extensive experience, insight and other skills gained throughhis engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making, businessexecutions, etc. from an independent and objective standpoint, such as by serving as
Chairperson of the Special Committee and Chairperson of the Nomination Committee.

Page 16

Reappointment

Candidate No.
8

Candidate for
OutsideDirector

Shin NAGASE

Date of birth
March 13, 1950

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1972
Joined ANA Holdings Inc.
April 2001
Corporate Executive Officer of ANA Holdings Inc.
April 2003
Corporate Executive Officer (jomu shikkoyakuinn) of ANA Holdings Inc.
April 2004
Corporate Executive Officer (joseki shikkoyakuinn) of ANA Holdings Inc.
June 2004
Member of the Board of Directors, Corporate Executive Officer of ANA
Holdings Inc.
Executive Vice President (jomu torishimariyaku), Corporate Executive
Years in office as April 2005
Officer of ANA Holdings Inc.
Director
6 years
April 2007
Executive Vice President (senmu torishimariyaku), Corporate Executive(at the conclusion
Officer of ANA Holdings Inc.
of this General
April 2009
Senior Executive Vice President, Representative Director, Corporate
Meeting of
Executive Officer of ANA Holdings Inc.
Shareholders)April 2012
Representative Director, President and Chief Executive Officer of ANA
Strategic Research Institute Co., Ltd. (Until March 2016)
Attendance Record
June
2016
OutsideDirector of Happinet Corporation (To date)at the Board of
Directors meetings June 2016
Outside Director of Mitsubishi Estate Co., Ltd. (To date)(FY2021)
July 2016
Outside Director of the Company (To date)
100% (16/16
February 2017 Member, Nomination & Compensation Advisory Committee of themeetings)
Company
Number ofDecember 2021 Member, Special Committee, Member, Nomination Committee,
Company’s
Member, Compensation Committee of the Company (To date)shares owned by
the candidate
Reasons for nomination as a candidate for Outside Director and outline of expected- sharesroles
Mr. NAGASE was nominated as a candidate for Outside Director because he satisfies therespective independence criteria stipulated by the Tokyo Stock Exchange and the Company
and he possesses extensive experience, insight and other skills gained through his
engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making, businessexecutions, etc. from an independent and objective standpoint, such as by serving as
Member of the Special Committee, Member of the Nomination Committee, and Member of
the Compensation Committee.

Page 17

Reappointment

Candidate No.
9

Candidate for
OutsideDirector

Hirotaka MORISHITA

Date of birth
October 7, 1950

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1976
Joined Toyota Industries Corporation
March 1999
General Manager, Production Engineering Division, Automobile Groupof Toyota Industries Corporation
June 2005
Director of Toyota Industries Corporation
Years in office as June 2006
Managing Director of Toyota Industries Corporation
Director
June 2006
President and Chief Executive Officer of Izumi Machine Mfg. Co., Ltd.
2 years(Until February 2008)(at the conclusion
June 2008
President and Chief Executive Officer of Toyota Motor Industries Polandof this General
Sp.z o.o (Until June 2011)
Meeting ofJune 2008
Senior Managing Officer of Toyota Industries Corporation
Shareholders)June 2010
Director of Toyota Industries Corporation
Attendance Record June 2011
Senior Managing Director of Toyota Industries Corporation
at the Board ofRepresentative Director, Executive Vice President of Toyota Industries
Directors meetings June 2013
Corporation (Until June 2016)(FY2021)
100% (16/16
June 2020
Outside Director of the Company (To date)meetings)
December 2021 Chairperson, Compensation Committee,
Member, Special Committee of the Company (To date)
Number ofCompany’s
shares owned by Reasons for nomination as a candidate for Outside Director and outline of expectedroles
the candidate- shares
Mr. MORISHITA was nominated as a candidate for Outside Director because he satisfies
the respective independence criteria stipulated by the Tokyo Stock Exchange and theCompany and he possesses extensive experience, insight and other skills gained throughhis engagement as a corporate manager.
If he is elected as an Outside Director, he can be expected to use his extensive experience,
insight and other skills to continue to supervise the Company’s decision-making andbusiness executions from an independent and objective standpoint, such as by serving as
Chairperson of the Compensation Committee and Member of the Special Committee.

Page 18

Reappointment

Candidate No.
10

Candidate for
OutsideDirector

Miho AOKI

Date of birth
April 12, 1961

Career Highlights, Positions, Responsibilities and Significant Concurrent Positions
April 1983
Joined Boston Consulting Group (Until July 1985)
June 1987
Completed Harvard University Graduate School of Business (MBA)August 1987
Associate of Salomon Brothers Inc.
January 1990
Director of Pfizer Inc.
September 1995 General Manager of Estee Lauder Group of Companies Japan
Years in office as June 2001
Vice President of Deloitte Tohmatsu Consulting Co., Ltd.
Director
July 2005
Representative Director of Esquel Japan Limited
2 years
Executive Vice President of Amway Japan LLC. (Until July 2010)(at the conclusion March 2008of this General
April 2017
Part-time Lecturer, Department of Food Safety and Management of
Meeting ofShowa Women’s University
Shareholders)April 2019
Specially Appointed Associate Professor, Department of Food Safety
and Management of Showa Women’s University
Attendance Record
April 2020
Associate Professor, Department of Food Safety and Management ofat the Board ofShowa Women’s University (To date)Directors meetings(FY2021)
June 2020
Outside Director of Hitachi Transport System, Ltd. (To date)
100% (16/16
June 2020
Outside Director of the Company (To date)meetings)
December 2021 Member, Special Committee, Member, Nomination Committee,
Member, Compensation Committee of the Company (To date)
Number ofCompany’s
shares owned by
the candidate- shares

Reasons for nomination as a candidate for Outside Director and outline of expectedroles
Ms. AOKI was nominated as a candidate for Outside Director because she satisfies therespective independence criteria stipulated by the Tokyo Stock Exchange and the Company
and she possesses extensive experience, insight and other skills gained through herengagement as both a corporate manager and university faculty.
If she is elected as an Outside Director, she can be expected to use her extensive
experience, insight and other skills to continue to supervise the Company’s decisionmaking, business executions, etc. from an independent and objective standpoint, such as
by serving as Member of the Special Committee, Member of the Nomination Committee,
and Member of the Compensation Committee.

Notes: 1. There is no special interest between any of candidates and the Company.
2. The candidates’ positions and areas of responsibilities at the Company’s parent
company, Toshiba Corporation, and its subsidiaries are included in the “Career
Highlights, Positions, Responsibilities and Significant Concurrent Positions” column.
3. The Company has entered into liability limitation agreements with Mr. Michio
KUWAHARA, Mr. Shin NAGASE, Mr. Hirotaka MORISHITA and Ms. Miho AOKI to limit
their liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
to the minimum liability amount stipulated in Article 425, Paragraph 1 of said Act. If theirreappointments as Outside Director are approved, the Company plans to continue said
agreements with the candidates.
4. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the appointments of each candidate
are approved at this General Meeting of Shareholders, each candidate will be included
Page 19

as the insured in said insurance agreement. The Company plans to renew said
insurance agreement with generally the same contents at the time of the next renewal.
5. The Company has submitted to the Tokyo Stock Exchange notification of Mr. Michio
KUWAHARA, Mr. Shin NAGASE, Mr. Hirotaka MORISHITA and Ms. Miho AOKI as
independent officers as prescribed by the provisions of said Exchange. If thereappointments of said candidates are approved at this General Meeting of
Shareholders, their appointments as independent officers will continue.
6. Candidates also own new share acquisition rights in the form of stock options.

Page 20

Third Proposal: Election of one (1) Audit & Supervisory Board Member
The term of office of the current one (1) Audit & Supervisory Board Member Ms. Kyoko Okumiya
will expire at the conclusion of this Ordinary General Meeting of Shareholders.
Therefore, the Company proposes to elect the following one (1) Audit & Supervisory Board
Member.
The Company has already obtained the consent of the Audit & Supervisory Board for this
proposal.
The candidate for Audit & Supervisory Board Member is as follows.
New

Number ofCompany’s
shares owned by
the candidate- shares

Candidate for
Outside Audit &Supervisory
Board Member

Kanako OSAWA

Date of birth
December 22, 1970

Career Highlights, Positions and Significant Concurrent Positions
April 1998
Registered as an Attorney at Law
Joined Kajitani Law Offices (To date)
October 2005
Admitted to practice law in the State of New York, United States
June 2015
Outside Director (Audit & Supervisory
Committee Member) of LINTEC Corporation (To date)June 2021
Outside Director of TPR Co., Ltd. (To date)
March 2022
Outside Audit & Supervisory Board Member of Otsuka Holdings Co.,
Ltd. (To date)Reasons for nomination as a candidate for Audit & Supervisory Board Member
Although Ms. OSAWA has no direct experience in corporate management, she wasnominated as a candidate for Outside Audit & Supervisory Board Member because shesatisfies the respective independence criteria stipulated by the Tokyo Stock Exchange andthe Company, and the Company believes that she is capable of auditing the Company's
business executions, etc. based on her extensive experience, insight and other skills gained
through her engagement as an attorney at law.

Notes: 1. Ms. Kanako OSAWA’s name on the family register is Ms. Kanako KOIKE.
2. There is no special interest between Ms. Kanako OSAWA and the Company.
3. If the appointment of Ms. Kanako OSAWA as Outside Audit & Supervisory Board
Member is approved at this General Meeting of Shareholders, the Company will enter
into a liability limitation agreement with her to limit her liability for damages as stipulated
in Article 423, Paragraph 1 of the Companies Act to the minimum liability amountstipulated in Article 425, Paragraph 1 of said Act.
4. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the appointment of Ms. Kanako
OSAWA as Audit & Supervisory Board Member is approved at this General Meeting of
Shareholders, she will be included as the insured in said insurance agreement. The
Company plans to renew said insurance agreement with generally the same contents atthe time of the next renewal.
5. If the appointment of Ms. Kanako OSAWA as Outside Audit & Supervisory Board
Member is approved at this General Meeting of Shareholders, the Company plans tosubmit to the Tokyo Stock Exchange notification of her appointment as an independent
officer as prescribed by provisions of said Exchange.

Page 21

Fourth Proposal: Election of one (1) Substitute Outside Audit & Supervisory Board Member
The term of the current Substitute Outside Audit & Supervisory Board Member, Mr. Tsuyoshi
SAGAYA will expire at the beginning of this Ordinary General Meeting of Shareholders.
Therefore, in order to fill in without delay any future vacancy in Outside Audit & Supervisory
Board Members, the Company proposes to elect the following one (1) Substitute Outside Audit& Supervisory Board Member.
The candidate for Substitute Outside Audit & Supervisory Board Member is as follows.

Reappointment

Number ofCompany’s
shares owned by
the candidate- shares

Candidate for
SubstituteOutside Audit &Supervisory
Board Member

Tsuyoshi SAGAYA

Date of birth
September 6, 1973

Career Highlights, Positions and Significant Concurrent Positions
October 2001
Registered as Attorney at Law (To date)
October 2001
Joined Tokiwa Law Office
January 2004
Joined Oh-Ebashi LPC & Partners
October 2007
Joined Tokiwa-Law Office
January 2010
Established Sagaya Law Office
Managing Director of Sagaya Law Office (To date)June 2016
Substitute Outside Audit & Supervisory Board Member of the Company(To date)
February 2020 Outside Audit & Supervisory Board Member of Succeed Co., Ltd. (Todate)

Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory
Board Member
Although Mr. SAGAYA has no direct experience in corporate management, he wasnominated as a candidate for Substitute Outside Audit & Supervisory Board Member
because he satisfies the respective independence criteria stipulated by the Tokyo Stock
Exchange and the Company, and the Company believes that he is capable of auditing theCompany’s business executions, etc. based on his extensive experience, insight and otherskills through his engagement as an attorney at law.

Notes: 1. There is no special interest between Mr. Tsuyoshi SAGAYA and the Company.
2. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Board Member is approved at this General Meeting of Shareholders, and should theoccasion arise where he is appointed Outside Audit & Supervisory Board Member, theCompany plans to enter into a liability limitation agreement with him to limit his liability
for damages as stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amount stipulated in Article 425, Paragraph 1 of said Act.
3. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the reappointment of Mr. Tsuyoshi
SAGAYA as Substitute Outside Audit & Supervisory Board Member is approved at this
General Meeting of Shareholders, and should the occasion arise where he is appointed
Outside Audit & Supervisory Board Member, he will be included as the insured in thesaid insurance agreement. The Company plans to renew said insurance agreement withgenerally the same contents at the time of the next renewal.
4. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Board Member is approved at this General Meeting of Shareholders, and should thePage 22

occasion arise where he is appointed Outside Audit & Supervisory Board Member, theCompany plans to submit to the Tokyo Stock Exchange notification of his appointment
as an independent officer as prescribed by provisions of said Exchange.

Page 23(Reference) Principal areas of expertise and experience of Directors and Audit & Supervisory Board
Members (skills matrix)
The composition of Directors and Audit & Supervisory Board Members in the event that the second
and third proposals are approved at this General Meeting of Shareholders, and the principal areasof expertise and experience of each person are as follows.
Committees to be appointed

Principal areas of expertise, experience
Name

Corporate
management

Risk /
Compliance

●

●

Yukio
INOUE

Representative Director
President and Chief
Executive Officer
Director
Executive Vice
President
Director
Senior Vice President

Hitoshi
KANEDA

Director
Senior Vice President●

Junichi
TAKEI

Director
Vice President●

Takamasa
MIHARA

Director●

MichioKUWAHARA

Outside Director●

Shin
NAGASE

Outside Director●

Hirotaka
MORISHITA

Outside Director

Miho
AOKI

Outside Director

Hironobu
NISHIKORI
MasamiUCHIYAMA

Directors
Audit & Supervisory
Board Members

Kouki
TOMISAWA

Audit & Supervisory
Board Member

NaohiroYAMAGUCHI

Audit & Supervisory
Board Member
Outside Audit &Supervisory Board
MemberOutside Audit &Supervisory Board
MemberYoshihiro
UMEHA
KanakoOSAWA(★: Appointed as Chairperson)

Position
Accounting /Audit

GlobalexperienceIT
technology /
DX

●

●

●

SpecialCommittee

Nomination
Committee

Compensation
Committee

●

●

●

●

●

●

●

●

●
●
●

●
●

★

★

●

●

●

●

●

●

●

●

●

●
●

★
●

●
●

●

●

●

●

●

●

●

●

Note: The above matrix does not reflect the entirety of insight and experience of each candidate.

Page 24●●

(Reference)

Independence Criteria for Outside Officers
In addition to the independence criteria established by financial instruments exchanges on which
the Company is listed, the Board of Directors will judge any persons falling under any of thefollowing items to lack independence.
1. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company in which theCompany currently holds 10% or more of the voting rights.
2. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company that currently
holds 10% or more of the voting rights of the Company.
3. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whosetransactions with the Company in any of the past three fiscal years totaled a monetary amountexceeding 2% of the consolidated net sales of that company or the Company
4. The Outside Officer currently is or at any point in the past three years has been a director(excluding outside director), audit & supervisory board member (excluding outside audit &supervisory board member), executive officer, or employee of a financial institution from which
the Company currently borrows funds equal to 2% or more of its total assets
5. The Outside Officer has in any of the past three fiscal years received compensation other thandirector compensation exceeding 10 million yen from the Company as a law, accounting, ortax expert or consultant; or an organization to which the Outside Director belongs has in anyof the past three fiscal years received from the Company compensation as a law, accounting,or tax expert or consultant exceeding 2% of the annual revenue of that organization.
6. In any of the past three fiscal years, the Company has made contributions exceeding 10 million
yen to the Outside Officer or to a corporation to which the Outside Officer currently belongs orat any point in the past three years has belonged as an officer that executes business or as an
employee.
7. The Outside Director currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whose
outside officers currently include any persons with experience as an officer of the Company
that executed business.
8. The Outside Director currently is or at any point in the past three years has been a
representative officer, officer, or employee of the current accounting auditor or an accounting
auditor in the past five fiscal years of the Company.
Note: Outside Directors and Outside Audit & Supervisory Board Members are collectively called“Outside Officers.”

Page 25

Fifth Proposal: Revision of Amount of Remuneration for Directors
Pursuant to the resolution of the Ordinary General Meeting of Shareholders for the 91st
fiscal year held on June 24, 2016, the Company determined the total amount of monetary
remuneration for Directors to be not more than 300 million yen per year (including not more than
42 million yen per year for Outside Directors). In addition, pursuant to the resolution of theOrdinary General Meeting of Shareholders for the 95th fiscal year held on June 26, 2020,
Transfer-Restricted Stock-Based Compensation and Performance-Linked Transfer-Restricted
Stock-Based Compensation systems have been implemented for Executive Directors
separately from the above remuneration. In accordance with these systems, the total amount ofMonetary Compensation Receivables granted to Executive Directors shall be not more than 30
million yen per year of Transfer-Restricted Stock-Based Compensation and not more than 100
million yen per year of Performance-Linked Transfer-Restricted Stock-Based Compensation, fora total of not more than 130 million yen per year. Additionally, in accordance with these systems
the total number of common shares of the Company to be either issued or disposed for
Executive Directors shall be not more than 14,000 shares per year for Transfer-Restricted StockBased Compensation and no more than 46,000 shares per year for Performance-Linked
Transfer-Restricted Stock-Based Compensation, for a total of 60,000 shares or less per year.
On this occasion of the increasing responsibilities of Directors due to a shifting businessenvironment, as well as the increased responsibilities expected of Outside Directors from theperspective of reinforcing corporate governance, the Company proposes to revise the total
amount of monetary remuneration for Directors to be not more than 400 million yen per year(including not more than 100 million yen per year for Outside Directors).
We believe that the content of this proposal is appropriate because it is in accordance with
the Company’s compensation policy for individual Directors (please refer to pages 15 and 16 of
the attached Reports for the 97th Fiscal Year for details), and because it was decided by the
Board of Directors based on a report after deliberations by the Compensation Committee, of
which the majority of members are Outside Directors and which is chaired by an Outside
Director, while comprehensively taking into consideration the Company’s scale of business,
remuneration system and its payment standards, current number of officers, future trends, andpurpose of the above revision, among other factors.
The amount of remuneration for Transfer-Restricted Stock-Based Compensation and
Performance-Linked Transfer-Restricted Stock-Based Compensation granted to Executive
Directors shall remain unchanged.
The Company does not separately provide an employee’s salary for Directors who
concurrently serve as an officer that executes business, and only provides a remuneration for
their service as Director.
In addition, if the second proposal, "Election of ten (10) Directors", is approved as originallyproposed, there will be 10 Directors (including 4 Outside Directors).

- End -

Page 26