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 10, 2022

To our shareholders:Ihei Hayashi
Representative 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 23rd Annual General Meeting of Shareholders
We hereby announce that the 23rd Annual General Meeting of Shareholders of Optorun Co., Ltd. (the “Company”),
which will be held as indicated below. As a measure to prevent infection with the novel coronavirus disease (COVID19), 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 enclosed voting form, and then return the form
to the Company by postal mail so that your vote is received by 5:30 p.m. on Monday, March 28, 2022 (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. Monday, March 28, 2022 (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 29, 2022, 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 23rd fiscal year (from January 1,
2021 to December 31, 2021), 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 23rd fiscal year (January 1, 2021 to December 31, 2021)
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

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 enclosed voting form to the venue reception
when attending the meeting.
Among the documents to be provided with this notice, the items below are published online at the Company website (URL:
http://www.optorun.co.jp/en/) pursuant to laws and regulations, as well as Article 16 of the Company’s Articles of Incorporation.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
These items are included in the Consolidated Financial Statements, and Non-consolidated Financial Statements audited by the Financial
Auditor or the Corporate Auditors in preparing their respective Audit Reports.
Please note that any revisions made to the Reference Documents for the General Meeting of Shareholders, Business Report, and Nonconsolidated and Consolidated Financial Statements are published online at the aforementioned Company website.

Guide to the 23rd 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: Tuesday, March 22, 2022, 9:00 a.m. - Friday, March 25, 2022, 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 to 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 to 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 to 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 28, 2022 (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 to 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, 2021) are eligible to participate to 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 to 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
Password

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 votingform.
Postal code (the 7-digit half-width-character number of the postal code of the shareholder’sregistered address as of December 31, 2021)(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, 2021)[5] Shareholders Website
Address
https://6235.ksoukai.jp■For inquiries about watching the live video
Phone number: +81-3-6386-0849
Date and time for inquiries: Monday, March 28, 2022, from 9:00 a.m. to 9:00 p.m. (JST), and Tuesday, March 29,
2022, 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.
 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 23rd fiscal year as follows:
Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥2,160,815,400.
(3) Effective date of dividends of surplus
The effective date of dividends will be March 30, 2022.

Proposal No. 2

Partial amendments to the Company’s Articles of Incorporation

1.

Reasons for the Amendment(1) The Act Partially Amending the Act on Strengthening Industrial Competitiveness and Other Acts permits
the holding of general meeting of shareholders with no fixed location (i.e. virtual-only general meeting ofshareholders), which will make it easier for many shareholders, including those who are in remote areas,
to attend. Holding virtual-only general meeting of shareholders will lead to vitalization, efficiency, andfacilitation of general meeting of shareholders, and also contribute to reduce the spread of infections suchas COVID-19. Accordingly, we propose to add Article 12, Paragraph 2 of the Articles of Incorporation sothat we may hold virtual-only general meeting of shareholders.
(2) Due to the change of the executive structure, the Director and Chairman has been added as Convener andChairmanship of meetings of the Board of Directors.
(3) Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(ii) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
(iii) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
(iv) Accompanying the aforementioned new establishment and deletion, supplementary provisions
regarding the effective date, etc. will be established.

2.

Details of the proposed amendments are as follows.
Current Articles of Incorporation
Article 12 (Timing of Convocation and Voting Rights)
The Annual General Meeting of Shareholders of theCompany shall be convened within three months from the
day following the end of each business year, and theExtraordinary General Meeting of Shareholders shall be
convened whenever necessary.
<Newly established>(Amendments are underlined)
Proposed Amendments
Article 12 (Timing of Convocation and Voting Rights)
1 The Annual General Meeting of Shareholders of theCompany shall be convened within three months fromthe day following the end of each business year, and theExtraordinary General Meeting of Shareholders shall be
convened whenever necessary.
2 The general meeting of shareholders of the Company
may be a general meeting of shareholders with no fixedlocation.
<Deleted>

Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe Internet in accordance with the provisions prescribed by
the Ministry of Justice Order, it may be deemed that theCompany has provided this information to shareholders.
<Newly established>
Article 16 (Measures for Providing Information inElectronic Format, Etc.)
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.

Current Articles of Incorporation

Proposed Amendments

2 Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.
Article 23 (Convener and Chairmanship of Meeting of the Article 23 (Convener and Chairmanship of Meeting of theBoard of Directors)
Board of Directors)
1 Unless otherwise provided for by laws and regulations,
1 Unless otherwise provided for by laws and regulations,
the Representative Director and President shall convene
the Representative Director and President or the
Director and Chairman shall convene meetings of themeetings of the Board of Directors and chair the
meetings.
Board of Directors and chair the meetings.
2 In cases where the Representative Director is prevented
2 In cases where the Representative Director and thefrom so acting, another Director who is designated in
Director and Chairman are prevented from so acting,another Director who is designated in accordance withaccordance with an order of priority determined in
an order of priority determined in advance by the Board
advance by the Board of Directors shall convene aof Directors shall convene a meeting of the Board of
meeting of the Board of Directors and chair the meeting.
Directors and chair the meeting.
<Newly established>(Supplementary Provisions)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) of the current
Articles of Incorporation and the new establishment ofproposed Article 16 (Measures for Providing Information
in Electronic Format, Etc.) shall be effective from
September 1, 2022, which is the date of enforcement of
the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of the preceding
paragraph, Article 16 of the Articles of Incorporation
before amendments shall remain effective regarding any
general meeting of shareholders held on a date within six
months from the Date of Enforcement.
Article 16 of the Articles of Incorporation before
amendments
Article 16(Internet Disclosure and Deemed Provisionof Reference Documents for the General
Meeting of Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be statedor presented in the reference documents for the general
meeting of shareholders, business report, financial
statements and consolidated financial statements throughthe Internet in accordance with the provisions prescribedby the Ministry of Justice Order, it may be deemed that
the Company has provided this information toshareholders.
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.
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 six Directors will expire at the conclusion of this meeting. In order to strengthen the
management system, the Company proposes to increase the number of Directors by one and to elect 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(current position)
Mar. 2019
Chairman of OPTORUN (SHANGHAI) CO.,LTD. (current position)

Number of theCompany’s shares
owned

774,000 shares

Candidate
No.

Name
(Date of birth)2

Bin Fan(November 21, 1972)

Career summary, and position and responsibility in the
Company(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
Technology 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 (current position)
Mar. 2019
Director of OPTORUN TAIWAN CO., LTD.
(current position)
Dec. 2020
Director of Afly solution Oy (current position)
Certificates: Doctor of Engineering

Number of theCompany’s shares
owned

393,000 shares

Candidate
No.

Name
(Date of birth)3

Mitsuo Yamada(December 29, 1966)

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
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, 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
3,000 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

Takeshi Higuchi(July 3, 1943)

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
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. 1967
Joined Fuji Photo Optical Co., Ltd. (current
Fujifilm Corporation)
June 1998
Managing Director of Fuji Photo Optical Co.,Ltd
June 2000
President and Representative Director of Fuji
Photo Optical Co., Ltd.
Dec. 2005
Executive Officer and General Manager of
Optical Device Division of Fuji Photo FilmCo., Ltd.
Nov. 2008
Director, Senior Vice President, and General
Manager of Optical Device Division of Fujifilm
Corporation
June 2010
Director of Fujifilm Holdings Corporation
June 2010
Director and Senior Vice President of Fujifilm
Corporation
June 2015
Outside Director of The Musashino Bank, Ltd.
Mar. 2016
Outside Director of the Company (current
position)

Candidate
No.

Name
(Date of birth)

6

Naoko Yamazaki(December 27, 1970)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1996
Joined the National Space Development
Agency of Japan (current Japan Aerospace
Exploration Agency (JAXA))
Sept. 2001
Authorized as an astronaut to board theInternational Space Station
Apr. 2010
Served as a mission specialist on the Space
Shuttle Discovery, and engaged the mission ofassembling the International Space Station(STS-131 (19A))
Aug. 2011
Resigned from JAXA
Sept. 2011
Honorary Chairman of the Japan Abacus
Education Association (current position)
Apr. 2012
Visiting Professor of Ritsumeikan University(current position)
July 2012
Member of the Committee on National Space
Policy under the Cabinet Office (current
position)
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)
Dec. 2015
Member of the Executive Committee and theAdvisory Board for the International Robot
Competition
Mar. 2016
Outside Director of Nabtesco Corporation
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)(Significant concurrent positions outside the Company)
Member of the Committee on National Space Policy under the
Cabinet OfficeOutside Director of Topcon Corporation
Outside Director of FANUC CORPORATION

Number of theCompany’s shares
owned

-

CandidateNo.

7

Notes:

1.
2
3.

4.
5.
6.

Career summary, and position and responsibility in the
Number of theCompany
Company’s shares(Significant concurrent positions outside the Company)
owned
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)
Jan. 2006
Director of Waseda Entrepreneurial Research
Unit (current position)
June 2007
Director of WERU Asset Management Co., Ltd.
(current position)
July 2009
Auditor of Japan Venture Capital Association
Apr. 2011
Part-time lecturer at 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) (current position)
July
2014
Director of Japan Venture Capital Association
Tadashi Takiguchi (April 3,
Apr.
2017
Visiting Professor of Waseda University
1962)(current position)
Dec. 2017
Director of The Japan Academic Society for[Newly appointed]
Ventures and Entrepreneurs (current position)
June 2020
Director of Faith, Inc. (current position)
Oct. 2020
Director of VALUENEX Japan Inc. (current
position)
Certificates: Ph.D. (International Business Management)(Significant concurrent positions outside the Company)
President and Representative Director of WERU Investment
Co., Ltd.
Director of Waseda Entrepreneurial Research Unit
Director of WERU Asset Management Co., Ltd.
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)
Visiting Professor of Waseda University
Director of The Japan Academic Society for Ventures andEntrepreneurs
Director of Faith, Inc.
Director of VALUENEX Japan Inc.
The number of the Company’s shares held is the number of shares as of February 22, 2022.
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.
The Company is making a donation to Waseda University, where Tadashi Takiguchi serves as Visiting Professor. However,there are no significant matters in light of the scale and nature of the transaction.
Min Rin, Takeshi Higuchi, Naoko Yamazaki, and Tadashi Takiguchi 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 and President/CEO, and he has
driven the growth of business at the Company. The Company nominates Ihei Hayashi as a candidate for Director of theCompany so that his extensive experience, performance and knowledge related to corporate management may contributeto the management of the Company.
Name(Date of birth)Bin Fan has led the technical development of the whole Company as Director, Senior Managing Executive Officer, andGeneral Manager of Technical Development Division. The Company nominates Bin Fan as a candidate for Director of theCompany so that his extensive experience and performance may contribute to the management of the Company.
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.
7. 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. Min Rin is currently outside Director of
the Company, and at the conclusion of this meeting, his tenure as outside Director will have been four years.
Takeshi Higuchi possesses extensive experience and a high-level of knowledge in corporate management. The Company
nominates Takeshi Higuchi 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. Takeshi Higuchi iscurrently outside Director of the Company, and at the conclusion of this meeting, his tenure as outside Director will havebeen six 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 four 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 from the perspective of promoting ventures
as Visiting Professor of Waseda University. The Company nominates Tadashi Takiguchi as a candidate for outside Directorof the Company so that it can continue to make the best use of his experience and insight as well as utilize his precise
advice related to the management of the Company from the perspective of interconnectedness with the Company’sbusinesses and the improvement of recruitment capabilities in particular.
8. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith Min Rin, Takeshi Higuchi and Naoko Yamazaki 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 thereelection of Min Rin, Takeshi Higuchi and Naoko Yamazaki are approved, the Company plans to renew the
aforementioned agreements with them. Moreover, if the election of Tadashi Takiguchi is approved, the Company plans toenter into the same limited liability agreements with him.
9. The Company has submitted notification to Tokyo Stock Exchange that Takeshi Higuchi and Naoko Yamazaki have been
appointed as independent officers as provided for by the aforementioned exchange. If the reelection of Takeshi Higuchi
and Naoko Yamazaki is approved, the Company plans for their appointment as independent officers to continue. In
addition, if the election of Tadashi Takiguchi is approved, the Company plans to submit notification to Tokyo Stock
Exchange that Tadashi Takiguchi has been appointed as an independent officer as provided for by the aforementioned
exchange.
10. 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 2022. 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 Corporate Auditors, and the main expertise and experience of each individual are as follows.
Expertise
Position

Name

Corporate
Management

R&D /Technology /Global

Production

Sales /
MarketingDirector

Ihei Hayashi

〇

〇

〇

〇

Director

Bin Fan

〇

〇

〇

〇

Director

MitsuoYamadaDirector(outside)

Min RinDirectorTakeshi(outside)

Higuchi

Director(outside)

Naoko
YamazakiDirector(outside)

TadashiTakiguchi

Corporate

ShinichiAuditorKobayashi

Corporate
Auditor(outside)
Corporate
Auditor(outside)

Hironobu
SasadaRitsu
Katayama〇〇〇〇

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

〇

〇

〇

〇

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.