This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damage
arising from the translation.

Securities code: 5122
June 12, 2024
(Start date of measures for electronic provision: June 5, 2024)
To Shareholders with Voting Rights:
Kunihiko Okamoto
Representative Director andPresident
OKAMOTO INDUSTRIES, INC.
3-27-12 Hongo, Bunkyo-ku
Tokyo, JapanNOTICE OF
THE 128th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 128th Annual General Meeting of Shareholders of OKAMOTO
INDUSTRIES, INC. (the “Company”). The meeting will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision and posted the matters subject to measures for electronic provision as “NOTICE OF THE
128th ANNUAL GENERAL MEETING OF SHAREHOLDERS” and “OTHER MATTERS SUBJECTTO MEASURES FOR ELECTRONIC PROVISION FOR THE 128th ANNUAL GENERAL MEETINGOF SHAREHOLDERS (MATTERS OMITTED FROM THE PAPER COPY DELIVERED)” (inJapanese only) on the following websites on the Internet.
Company’s website:
https://www.okamoto-inc.jp/en/
In addition to the above, the matters subject to measures for electronic provision have been posted on
the following website on the Internet.
TSE’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange website above, enter the Company’s name or securities code
to perform a search, and select “Basic information” followed by “Documents for public inspection/PR
information” to view the information.
If you are not able to attend the meeting in person, you may exercise your voting rights in writing or
via the Internet. Please review the Reference Documents for the General Meeting of Shareholders
included in the matters subject to measures for electronic provision and follow the “Instructions on the
Exercise of Voting Rights” (on pages 4 to 5 of the Japanese version of this notice) and exercise yourvoting rights no later than 5:30 p.m. on Wednesday, June 26, 2024, Japan time.
1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time
(Reception starts at 9:00 a.m.)

2. Place:

1st Floor, Head Office building of the Company
3-27-12 Hongo, Bunkyo-ku, Tokyo, Japan-1-

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 128th Fiscal Year
(April 1, 2023 - March 31, 2024)
2. Results of Audits of the Consolidated Financial Statements for theCompany’s 128th Fiscal Year by the Accounting Auditor and the Audit
and Supervisory Committee
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Six (6) Directors (Excluding Directors who are Members of the
Audit and Supervisory Committee)
Proposal 3:
Election of Three (3) Directors who are Members of the Audit andSupervisory Committee
Proposal 4:
Election of Two (2) Substitute Directors who are Members of the Audit
and Supervisory Committee
Proposal 5:
Determination of Remuneration for Allotment of Shares with Transfer
Restrictions to Directors (Excluding Directors who are Members of the
Audit and Supervisory Committee and Outside Directors)
4. Other Matters Decided in Convening the Meeting:(1) You may exercise your voting rights by proxy only if the proxy is a shareholder with voting
rights. You may appoint only one proxy.
(2) If you do not indicate your approval or disapproval of a proposal in exercising voting rights,
it shall be deemed a vote of approval.
(3) If you exercise your voting rights both via the Internet and in writing, the exercise of voting
rights via the Internet shall be deemed valid. If you exercise your voting rights via theInternet more than once, the final exercise of voting rights shall be deemed valid.
This year also, we will not be giving souvenirs to shareholders who attend the General Meeting of
Shareholders.
Thank you for your understanding.



If you are attending the meeting in person on the day of the meeting, please submit the enclosed
voting rights exercise form at the reception desk.
We will not be giving out this notice of convocation at the meeting venue as a means to saveresources. Please bring this document with you on the day of the meeting.

Pursuant to the provisions of laws and regulations and Article 16, Paragraph 2 of the Articles ofIncorporation of the Company, the paper copy of meeting materials sent to shareholders does notcontain the following items. The paper copy is a portion of the documents audited by the Audit
and Supervisory Committee and the Accounting Auditor in preparing their audit reports.
• “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements• “Notes to the Non-consolidated Financial Statements” in the Non-consolidated Financial
Statements

Should the matters subject to measures for electronic provision require revisions, the revised
versions will be posted on each website where the information has been posted.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company proposes the following for the appropriation of surplus.
Matters regarding the year-end dividend
The Company considers returning profits to shareholders as an important policy and its basic policy
on appropriation of profits is to pay constant and stable dividends in line with business performance,
while securing internal reserves necessary for the future expansion of the business and the enhancementof the management structure.
For the 128th fiscal year, as the Company celebrated its 90th anniversary on February 1, 2024, theCompany proposes to pay a commemorative dividend together with a year-end dividend as follows.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property to shareholders and the total amountThe Company proposes ¥80 per share of the Company’s common stock (of which, theordinary dividend is ¥55 and the commemorative dividend for the 90th anniversary is ¥25).
In this case, the total amount of dividends will be ¥1,403,374,480.
Since the Company paid an interim dividend of ¥55, the annual dividend per share for the fiscal
year under review will be ¥135.
(3) Effective date of distribution of surplus
June 28, 2024

-3-

Proposal 2:

Election of Six (6) Directors (Excluding Directors who are Members of the Audit andSupervisory Committee)

The terms of office of all Directors (excluding Directors who are Members of the Audit andSupervisory Committee; the same applies hereinafter in this Proposal) will expire at the conclusion ofthis year’s Annual General Meeting of Shareholders. Accordingly, the Company proposes the election ofsix (6) Directors.
After evaluating factors such as business execution and business performance in the fiscal year underreview, the Audit and Supervisory Committee has determined that each candidate is well qualified to bea Director of the Company.
The candidates for Director are as follows.

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
July 1975
February 1984

1

Number ofshares of theCompany held

Joined the Company
General Manager of Trade Department 2,
International Business Division
June 1985
Director
June 1989
Managing Director
Executive Managing Director
Yoshiyuki Okamoto July 2003
June
2007
Representative Director and Executive Vice
(October 23, 1949)
President
220,022
Male
June 2011
Representative Director and President[Reappointment]
June 2018
Representative Director and Chairman
March 2019Non-executive Director, RIKEN CORUNDUM
CO., LTD.
June 2021
Representative Director, Chairman andPresident, the Company
June 2022
Chairman (to the present)[Reason for nomination as candidate for Director]
Mr. Yoshiyuki Okamoto has served as Representative Director and President and Chairman of theCompany for many years, and has abundant experience and high-level insight in all aspects of the
management of the Company. He is expected to continue to fully perform his roles in important decisionmaking, execution, and supervision at the Board of Directors and contribute to improving the long-term
corporate value of the Company and strengthening the governance system. The Company has thus
nominated him as a candidate for Director.

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 2002
October 2013
March 2015

2

Number ofshares of theCompany held

Joined the Company
General Manager of Overseas Department
General Manager of Overseas Department andGeneral Manager of Shoes Department
June 2015
Director, General Manager of Overseas
Department and General Manager of Shoes
Kunihiko Okamoto
Department(May 24, 1979)
June
2017
Managing Director
178,917
Male
Appointed to Representative Director and[Reappointment]
President, Okamoto North America, Inc.
June 2018
Executive Managing Director, the Company
June 2021
Representative Director and Executive Vice
President
June 2022
Representative Director and President (to thepresent)[Reason for nomination as candidate for Director]
Mr. Kunihiko Okamoto has extensive knowledge, experience, and personal connections in the sales
departments in Japan and overseas. He has served as Representative Director and President of theCompany since June 2022 and has deep knowledge and a wealth of ideas about all aspects of business. He
is expected to continue to demonstrate strong leadership in the management of the Group, drawing on his
insight for strengthening the Company’s market competitiveness as well as building and implementing
overseas growth strategies. The Company has thus nominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
October 2004

3

Number ofshares of theCompany held

Registered as a lawyer with the Daini Tokyo Bar
Association
April 2013
Joined the Company
January 2015
Manager of Business Administration Department
June 2017
Director and General Manager of Food
Sanitation Products Department
June 2018
Managing Director and responsible forPurchasing Department and Food Sanitation
Products Department
June 2019
Managing Director and responsible for General
Affairs Department, Human Resource
Department and Purchasing Department
February 2021
Managing Director and responsible for General
Affairs Department, Human Resource
Department, Purchasing Department andCustomer Service Section
June 2021
Executive Managing Director and in charge ofGeneral Affairs Department, Human Resource
Department, Purchasing Department, Customer
Service Section, Wallcovering Department,
Masaru Okamoto
Osaka Branch, Nagoya Office and Fukuoka(July 4, 1977)
Office73,447
Male
January 2022
Executive Managing Director and in charge of
Shizuoka Plant, General Affairs Department,[Reappointment]
Human Resource Department, Purchasing
Department, Customer Service Section,
Wallcovering Department, Osaka Branch,
Nagoya Office and Fukuoka Office
June 2022
Representative Director, Senior Managing
Executive Officer and in charge of Shizuoka
Plant, General Affairs Department, Purchasing
Department, Customer Service Section,
Wallcovering Department, Commodity Plastic
Film Department, Specialized Plastic Film
Department, Agricultural Film Department,
Recycling Promotion Section, Shoes
Department, Logistics, Osaka Branch, Nagoya
Office and Fukuoka Office
June 2023
Representative Director, Senior Managing
Executive Officer and in charge of Overseas
Department, Purchasing Department, Commodity
Plastic Film Department, Specialized Plastic
Film Department, Agricultural Film Department,
Shoes Department and Logistics (to the present)[Reason for nomination as candidate for Director]
Mr. Masaru Okamoto is a qualified lawyer and has abundant experience and high-level insight in all
aspects of the management of the Company, which he gained from serving as Representative Director andSenior Managing Executive Officer of the Company since June 2022 and overseeing various businesses of
the Company. He is expected to continue to play an important role in the Company’s management anddecision-making. The Company has thus nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1987

4

Number ofshares of theCompany held

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
April 2016
General Manager of Research & Consulting
Coordination Department, Mizuho Financial
Group, Inc.
June 2017
Joined the Company
July 2017
General Manager of General Affairs Department
June 2018
Director and General Manager of General
Affairs Department
Yuji Tanaka
June
2019
Director and General Manager of Overseas(December 29, 1964)
Department
2,185
Male
July 2019
Appointed to Representative Director and[Reappointment]
President, Okamoto Industries (Shenzhen) Co.,Ltd.
June 2022
Director, Executive Officer and General
Manager of Overseas Department, the Company
June 2023
Director, Managing Executive Officer andresponsible for General Affairs Department,
Customer Service Section, Osaka Branch,
Nagoya Office and Fukuoka Office (to thepresent)[Reason for nomination as candidate for Director]
Mr. Yuji Tanaka has extensive knowledge, experience, and personal connections through his experience ata financial institution. He is expected to further strengthen the supervisory function over the Company’sbusiness execution by reflecting comments and proposals from multiple perspectives in the management of
the Company, especially in aspects such as strengthening the overseas business and streamlining operationsin the administrative departments. The Company has thus nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
July 2007

5

Number ofshares of theCompany held

Joined the Company
Plant Manager of Ibaraki Plant and General
Manager of Production Department
June 2009
Director, Plant Manager of Ibaraki Plant andGeneral Manager of Production Department
January 2015
Director, General Manager of Healthcare andLivingware Product Department andresponsible for Development
June 2015
Managing Director and responsible for
Healthcare Product Department, Livingware
Product Department, Healthcare andLivingware Product Marketing Department
and Development
Keiji Ikeda
Executive Managing Director and in charge of(September 30, 1956) June 2018
Healthcare Product Department, Livingware
4,812
Male
Product Department, Healthcare and[New appointment]
Livingware Product Marketing Department,
Adhesive Tape Department, Information
System Section and Development
Relationship
June 2021
Managing Director and Plant Manager of
Shizuoka Plant
June 2022
Retired as Director
Managing Executive Officer and Plant
Manager of Shizuoka Plant
July 2022
Managing Executive Officer, Plant Managerof Shizuoka Plant and General Manager ofMultiple Layered Film Department (to thepresent)[Reason for nomination as candidate for Director]
Mr. Keiji Ikeda has been involved in production technologies at plants and management of research anddevelopment departments for many years and has abundant experience in management. He is expected toplay an important role by utilizing his insight in the management and decision-making of the Company.
The Company has thus nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1967

Number ofshares of theCompany held

Joined the Ministry of Construction (currently
the Ministry of Land, Infrastructure, Transport
and Tourism)
April 1979
Registered as a lawyer with the Tokyo Bar
Association
September 1981 Worked at Miyake Imai Ikeda Law Office
April 1985
Established New Tokyo International Law
OfficeOctober 2007
Appointed to Partner, Bingham McCutchen
Murase, Sakai Mimura Aizawa - Foreign Law
Mitsue Aizawa
Joint
Enterprise(October 14, 1942)
634
March
2012
Appointed
to Outside Corporate Auditor, Estee
FemaleLauder K.K. (currently ELC Japan K.K.)[Reappointment]
April 2015
Appointed to Partner, TMI Associates (current
position)
June
2015
OutsideDirector, the Company (current position)
6
November 2015 Outside Director and Audit and Supervisory
Committee Member, Kojima Co., Ltd. (current
position)
Outside Corporate Auditor, Fuji Logitech
Holdings, Inc.
June 2016
Outside Corporate Auditor, Prudential Holdingsof Japan, Inc. (to the present)[Reason for nomination as candidate for Outside Director and expected roles]
Ms. Mitsue Aizawa satisfies the Company’s Independence Standards for Outside Officers.
She has been engaged in activities as a lawyer for many years, is well versed in corporate law, and hasabundant experience and high-level insight as an outside officer of other companies. She is expected tocontinue to further strengthen the Company’s corporate governance, such as enhancing the management
system, by providing appropriate suggestions and advice at the Board of Directors of the Company froman objective standpoint independent of business execution as an Outside Director of the Company. The
Company has thus nominated her as a candidate for Outside Director.
Notes: 1. There are no special interests between each candidate and the Company. The Company has
a legal advisory contract with TMI Associates, which Ms. Mitsue Aizawa, a candidate for
Outside Director, is affiliated with. However, the amount of the fee paid to the firm where
she has the concurrent assignment accounts for less than 1% of net sales of the said firm andconsolidated net sales of the Company, respectively.
2. Ms. Mitsue Aizawa is a candidate for Outside Director. The Company has designated her as
an independent officer as defined by the rules of the Tokyo Stock Exchange and has filed anotification as such.
3. Ms. Mitsue Aizawa is currently an Outside Director of the Company. Her term in office as
Outside Director will be nine years at the conclusion of this year’s General Meeting of
Shareholders.
4. If Ms. Mitsue Aizawa is elected, the Company plans to continue the agreement with her tolimit her liability pursuant to Article 423, Paragraph 1 of the Companies Act to the amountstipulated by laws and regulations.
5. The Company has concluded a corporate indemnity agreement with each Director, as
stipulated in Article 430-2, Paragraph 1 of the Companies Act, and under such agreement,
the Company shall indemnify them for the expenses stipulated in Item 1 and the losses
stipulated in Item 2 of the said Paragraph to the extent stipulated by laws and regulations. If
each Director is elected, the Company plans to continue the corporate indemnity agreementwith them.
6. The Company has concluded a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The
insurance policy covers litigation costs and damages incurred by the insured in third-party
lawsuits, shareholder derivative lawsuits, and company lawsuits. Each candidate will be
insured under the said insurance agreement.
-9-

Proposal 3:

Election of Three (3) Directors who are Members of the Audit and Supervisory Committee

The terms of office of all three (3) Directors who are Members of the Audit and Supervisory
Committee will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of three (3) Directors who are Members of the Audit andSupervisory Committee.
This Proposal has been approved by the Audit and Supervisory Committee.
The candidates for Director who are Members of the Audit and Supervisory Committee are as follows.
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
July 2009
June 2011

1

2

Number ofshares of theCompany held

Joined the Company
General Manager of Accounting Department
Director and General Manager of Accounting
Department
October 2016
Director, General Manager of Accounting
Department and responsible for AffiliatedCompanies Management Section
Hiroshi Takashima
June
2017
Managing Director and responsible for(December 25, 1957)
Accounting Department and General Affairs
4,383
Male
Department[New appointment] June 2018
Managing Director and responsible for
Accounting Department
June 2021
Executive Managing Director and in charge of
Accounting Department
June 2022
Director, Senior Managing Executive Officer
and in charge of Accounting Department(to the present)[Reason for nomination as candidate for Director who is a Member of the Audit and Supervisory Committee]
Mr. Hiroshi Takashima has been involved in accounting and finance operations for many years and hasabundant knowledge and experience. He is expected to further strengthen the supervisory function over theCompany’s business execution by reflecting his insight in the management of the Company. The Company
has thus nominated him as a candidate for Director who is a Member of the Audit and Supervisory
Committee.
April 1996
Registered as a lawyer with the Tokyo Bar
Association
Yoshimi Fukazawa
Joined Fukazawa Law Office (current position)(November 7, 1967)
June
2004
Corporate
Auditor, the Company
2,629
FemaleJune 2016
Director and Member of the Audit and[Reappointment]
Supervisory Committee(to the present)[Reason for nomination as candidate for Outside Director who is a Member of the Audit and Supervisory
Committee and expected roles]
Ms. Yoshimi Fukazawa satisfies the Company’s Independence Standards for Outside Officers.
She has legal knowledge and experience as a lawyer. She is expected to further strengthen the supervisory
function over the Company’s business execution by reflecting her knowledge and experience in the
management of the Company. The Company has thus nominated her as a candidate for Director who is a
Member of the Audit and Supervisory Committee.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1976
August 1983

3

Number ofshares of theCompany held

Registered as a certified public accountant
Established Arai CPA Office and was appointed
to Representative Partner (current position)
April 1990
Adjunct Professor, Faculty of Economics,
Kokugakuin University
Mitsuo Arai
June
2006
OutsideDirector, Toyo Seikan Group Holdings,(September 16, 1945)
Ltd.
0
Male
June 2016
Director and Member of the Audit and[Reappointment]
Supervisory Committee, the Company (current
position)January 2019
Established Tax Accountant Office Mizuho andwas appointed to Representative Partner (to thepresent)[Reason for nomination as candidate for Outside Director who is a Member of the Audit and Supervisory
Committee and expected roles]
Mr. Mitsuo Arai satisfies the Company’s Independence Standards for Outside Officers.
He has professional knowledge and experience related to finance and accounting as a certified public
accountant, and abundant experience and high-level insight as an outside officer of other companies. He is
expected to further strengthen the supervisory function over the Company’s business execution by reflecting
his knowledge and experience in the management of the Company. The Company has thus nominated him
as a candidate for Director who is a Member of the Audit and Supervisory Committee.
Notes: 1. There are no special interests between each candidate and the Company.
2. Ms. Yoshimi Fukazawa and Mr. Mitsuo Arai are candidates for Outside Director. The
Company has designated them as independent officers as defined by the rules of the Tokyo
Stock Exchange and has filed a notification as such.
3. Ms. Yoshimi Fukazawa and Mr. Mitsuo Arai are currently Outside Directors who areMembers of the Audit and Supervisory Committee of the Company. Their terms in office as
Outside Directors will be eight years at the conclusion of this year’s General Meeting of
Shareholders.
4. If Ms. Yoshimi Fukazawa and Mr. Mitsuo Arai are elected, the Company plans to continue
the agreement with them to limit their liability pursuant to Article 423, Paragraph 1 of theCompanies Act to the amount stipulated by laws and regulations.
5. The Company has concluded corporate indemnity agreements with Ms. Yoshimi Fukazawa
and Mr. Mitsuo Arai, as stipulated in Article 430-2, Paragraph 1 of the Companies Act,
under which the Company shall indemnify them for the expenses stipulated in Item 1 andthe losses stipulated in Item 2 of the said Paragraph to the extent stipulated by laws andregulations. If their election is approved, the Company plans to continue the agreementswith them.
6. The Company has concluded a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The
insurance policy covers litigation costs and damages incurred by the insured in third-party
lawsuits, shareholder derivative lawsuits, and company lawsuits. Each candidate will be
insured under the said insurance agreement.

- 11 -

Skills Matrix Table
Directors

Corporate
management

Yoshiyuki
OkamotoKunihikoOkamoto
MasaruOkamotoYuji
TanakaKeiji
Ikeda
MitsueOutsideAizawaHiroshiTakashima
YoshimiOutsideFukazawa
MitsuoOutside
Arai

○
○
○

Businessstrategy /
Sales

○
○
○
○
○

Personnel /Humanresourcesdevelopment

○
○
○
○

Global○○IT

Technology /
R&D

○

○
○
○

○
○

○

○

Legal andFinance andrisk
Sustainability
accounting
management

○
○
○
○
○

○
○
○

(Note) The above table does not represent all types of knowledge and experience of each person.

- 12 -○○○○

Proposal 4:

Election of Two (2) Substitute Directors who are Members of the Audit and Supervisory
Committee

The effectiveness of election of all two (2) substitute Directors who are Members of the Audit andSupervisory Committee will expire at the start of this year’s Annual General Meeting of Shareholders.
Accordingly, the Company proposes the election of two (2) substitute Directors who are Members of the
Audit and Supervisory Committee.
The candidates for substitute Director who are Members of the Audit and Supervisory Committee areas follows. Mr. Yuji Taniguchi is a candidate for the substitute for Mr. Hiroshi Takashima and Mr. Noriyasu
Kaneko is a candidate for the substitute for Ms. Yoshimi Fukazawa and Mr. Mitsuo Arai.
The effectiveness of their election may be canceled based on a resolution of the Board of Directors,
provided such cancellation is made prior to the assumption of office and with the consent of the Audit andSupervisory Committee.
This Proposal has been approved by the Audit and Supervisory Committee.
The candidates for substitute Director who are Members of the Audit and Supervisory Committee areas follows.
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
January 1985
January 1998
July 2006

1

2

Number ofshares of theCompany held

Joined Hokkaido Okamoto Co., Ltd.
Assistant Manager, Okamoto Footwear Co., Ltd.
Manager of Operations Planning Section, Shoes
Department, the Company
February 2009Manager of Operations Section, Overseas
Yuji Taniguchi
Department(December 9, 1958)
1,687
March 2010
Okamoto Sandusky Manufacturing, LLC
Male
October 2016
Manager of Affiliated Companies Management
Section, the Company
July 2017Manager of Business Administration Department
June 2022
Executive Officer, Manager of Business
Administration Department (to the present)[Reason for nomination as candidate for substitute Director who is a Member of the Audit and Supervisory
Committee]
Mr. Yuji Taniguchi is an appropriate person who will be able to further strengthen the supervisory function
over the Company’s business execution by reflecting his abundant experience and achievement in theGroup’s back office departments and overseas assignments in the management of the Company. The
Company has thus nominated him as a candidate for substitute Director who is a Member of the Audit andSupervisory Committee.
April 1998
Registered as a lawyer
Joined Asahi Law Offices
December 2006 Registered as an attorney in the State ofCalifornia
Noriyasu Kaneko
February 2011
External Audit & Supervisory Board Member,(February 2, 1972)
0
RENOVA, Inc. (current position)
Male
December 2017 Supervisory Officer, Mitsui & Co., Private REIT
Inc. (current position)
March 2021
Outside Director, JRA FACILITIES CO., LTD.
(current position) (to the present)[Reason for nomination as candidate for substitute Outside Director who is a Member of the Audit andSupervisory Committee and expected roles]
Mr. Noriyasu Kaneko satisfies the Company’s Independence Standards for Outside Officers.
He has been engaged in activities as a lawyer for many years, is well versed in corporate law, and hasabundant experience as an outside officer of other companies. He is expected to further strengthen the
supervisory function over the Company’s business execution by reflecting his knowledge and experience inthe management of the Company. The Company has thus nominated him as a candidate for substitute
Director who is a Member of the Audit and Supervisory Committee.
- 13 -

Notes: 1. There are no special interests between each candidate and the Company.
2. Mr. Noriyasu Kaneko is a candidate for substitute Outside Director. If he is appointed as
Outside Director who is a Member of the Audit and Supervisory Committee, the Company
plans to designate him as an independent officer as defined by the rules of the Tokyo Stock
Exchange and file a notification as such.
3. If Mr. Noriyasu Kaneko is appointed, the Company plans to conclude an agreement with
him to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act to theamount stipulated by laws and regulations.
4. If each candidate is appointed as a Member of the Audit and Supervisory Committee, theCompany plans to conclude a corporate indemnity agreement with them, as stipulated in
Article 430-2, Paragraph 1 of the Companies Act, under which the Company shallindemnify them for the expenses stipulated in Item 1 and the losses stipulated in Item 2 ofthe said Paragraph to the extent stipulated by laws and regulations.
5. The Company has concluded a directors and officers liability insurance agreement with aninsurance company, as stipulated in Article 430-3, Paragraph 1 of the Companies Act. The
insurance policy covers litigation costs and damages incurred by the insured in third-party
lawsuits, shareholder derivative lawsuits, and company lawsuits. If each candidate isappointed as a Member of the Audit and Supervisory Committee, they will be insured under
the said insurance agreement.

- 14 -

Proposal 5:

Determination of Remuneration for Allotment of Shares with Transfer Restrictions to
Directors (Excluding Directors who are Members of the Audit and Supervisory
Committee and Outside Directors)

At the 120th Annual General Meeting of Shareholders held on June 29, 2016, it was approved that theamount of remuneration, etc. for the Company’s Directors (excluding Directors who are Members of the
Audit and Supervisory Committee) shall be no more than ¥344 million per year (including no more than
¥20 million per year for Outside Directors; not including employee salaries of Directors who serve
concurrently as employees), and the amount has remained unchanged.
For the purpose of providing the Company’s Directors (excluding Directors who are Members of the
Audit and Supervisory Committee and Outside Directors; hereinafter referred to as the “Eligible
Directors”) with an incentive for sustained improvement of the Company’s corporate value and promoting
further value sharing with the shareholders, the Company requests approval to introduce a stock
remuneration plan with transfer restrictions (hereinafter referred to as the “Plan”) and pay a new
remuneration for allotment of shares with transfer restrictions, separately from the aforementioned
remuneration amount.
Under this Proposal, the remuneration paid for allotment of shares with transfer restrictions to the
Eligible Directors shall be monetary claims (hereinafter referred to as the “Monetary Remuneration
Claims”), and the total amount thereof shall be no more than ¥50 million per year, which is an amountconsidered appropriate in view of the aforementioned purpose. In addition, the specific timing of thepayment and allocation to each Eligible Director shall be determined by the Board of Directors, taking
opinions of the Nomination and Compensation Committee into consideration.
Currently, the number of Directors (excluding Directors who are Members of the Audit andSupervisory Committee) is six (including one Outside Director). If Proposal 2 is approved and resolved
as originally proposed at this year’s General Meeting of Shareholders, the number of Directors (excluding
Directors who are Members of the Audit and Supervisory Committee) will be six (including one Outside
Director).
The details of shares with transfer restrictions allotted to the Eligible Directors are as follows.
1. Matters regarding the contributions for issuance of shares with transfer restrictions
In principle, the Eligible Directors shall every fiscal year make contributions in-kind to the Company
of all of the Monetary Remuneration Claims, which they receive based on the resolution of the Board of
Directors of the Company, and in return receive common shares of the Company, upon issuance ordisposition thereof.
2. Number of shares with transfer restrictions to be allotted to the Eligible Directors
The total number of common shares of the Company issued or disposed of by the Company for the
Eligible Directors under the Plan shall be no more than 10,000 shares per year. However, if a stock splitof common shares of the Company (including allotment of common shares of the Company withoutcompensation) or stock consolidation is conducted with an effective date on or after the date of theresolution at this year’s General Meeting of Shareholders, the said total number shall be adjusted withina reasonable range, as necessary, on or after the effective date.
The amount to be contributed per common share of the Company to be issued or disposed of for
Eligible Directors under the Plan shall be determined by the Board of Directors within a range that will
not be a particularly advantageous amount for the Eligible Directors, based on the closing price ofcommon shares of the Company on the Tokyo Stock Exchange on the business day before the date ofeach Board of Directors meeting at which the subscription requirements for the applicable common sharesof the Company are determined (or the closing price on the transaction day immediately prior thereto if
no transaction is made on such business day).
3. Matters regarding shares with transfer restrictions to be allotted to the Eligible Directors
For issuing or disposing of common shares of the Company under the Plan, the Company shallconclude an agreement on the allotment of shares with transfer restrictions including the following details(hereinafter referred to as the “Allotment Agreement”) with the Eligible Directors (hereinafter, thecommon shares of the Company allotted under the Allotment Agreement is referred to as the “Allotted
Shares”).
(1) Transfer restriction period
The Eligible Directors shall not be able to transfer, set a collateral interest in, gift during their
lifetime or otherwise dispose of the Allotted Shares (hereinafter referred to as “Transfer Restrictions”)
for a period from the due date of the contribution for the Allotted Shares to the date of the Eligible- 15 -

Directors’ retirement or resignation from the position of Director or Executive Officer of the Company(hereafter referred to as the “Transfer Restriction Period”).
(2) Condition for removal of Transfer Restrictions
The Company shall remove Transfer Restrictions for all of the Allotted Shares upon the expirationof the Transfer Restriction Period or on the day more than three months have passed after the end of
the fiscal year to which the due date of the contribution for the Allotted Shares belongs, whicheverlater, on the condition that the Eligible Director has held the position of Director or Executive Officerof the Company continuously during the period from the due date of contribution for the Allotted
Shares to the time of the conclusion of the first Annual General Meeting of Shareholders of theCompany thereafter (hereinafter referred to as the “Service Period”).
However, if an Eligible Director retires or resigns from his or her position as Director or Executive
Officer of the Company during the Service Period due to death or other grounds deemed justifiable by
the Board of Directors of the Company, the Company shall make reasonable adjustments, as necessary,to the number of Allotted Shares for which Transfer Restrictions are removed and the timing at which
Transfer Restrictions are removed.
(3) Grounds for acquisition without consideration
If an Eligible Director retires or resigns from his or her position as Director or Executive Officerof the Company during the Transfer Restriction Period due to other grounds than death or othergrounds deemed justifiable by the Board of Directors, the Company shall acquire the Allotted Shares
automatically and without consideration.
In addition, the Company shall acquire automatically and without consideration any Allotted
Shares for which Transfer Restrictions have not been removed, at the time of removal of Transfer
Restrictions stipulated in (2) above.
(4) Treatment in the case of organizational restructuring, etc.
Notwithstanding the stipulation in (1) above, in the case that a merger agreement under which theCompany becomes the disappearing company, a share exchange agreement or a share transfer planunder which the Company becomes a wholly owned subsidiary, or any other matter related toreorganization, etc. is approved at a General Meeting of Shareholders of the Company (or a meetingof the Board of Directors of the Company in cases where approval at a General Meeting of
Shareholders of the Company is not required with respect to such reorganization, etc.) during theTransfer Restriction Period, the Company shall make reasonable adjustments, as necessary, to thenumber of Allotted Shares for which Transfer Restrictions are removed and the timing at which
Transfer Restrictions are removed, upon a resolution of the Board of Directors of the Company. In thiscase, the Company shall acquire automatically and without consideration any Allotted Shares whose
Transfer Restrictions have not been removed, at the time immediately following the removal of theTransfer Restrictions.
(5) Other matters
Other matters regarding the Allotment Agreement shall be determined by the Board of Directorsof the Company.
4. Reasons for appropriateness of the allotment of shares with transfer restrictions
The Company has established policies including the policy, etc. for determining the amount of
remuneration, etc. for officers and the policy for determining the details of remuneration, etc. forindividual Directors, and the outline thereof is as described on pages 16 to 17 of the Business Report. If
this Proposal is approved, the Company plans to revise the contents of these policies to include the Plan.
In addition, the total value of the Allotted Shares shall be no more than ¥50 million per year at the market
value at the time of the resolution on granting thereof by the Board of Directors of the Company, and thetotal number of common shares of the Company issued or disposed of for the Eligible Directors is no
more than 10,000 shares per year and dilution ratio thereof to the total number of the Company’s sharesissued and outstanding is negligible at approximately 0.06%. Therefore, the Company determines that
granting of the Allotted Shares is appropriate.
The shares allotted to the Eligible Directors under the Plan shall be managed with the exclusive
accounts opened by the Eligible Directors at a securities firm designated by the Company during theTransfer Restriction Period to prevent a transfer, setting a collateral interest in, gifting during their lifetimeor other disposal of the shares.
* If this Proposal is approved and resolved, the Company plans to introduce a stock remuneration planwith transfer restrictions with the largely similar details for the Company’s Executive Officers who do
not serve concurrently as Directors.
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(Reference)◆ Outline of revision of the policies for determining the details of remuneration, etc. for Directors
If this Proposal is approved and resolved as originally proposed, policies including “Policy, etc. fordetermining the amount of remuneration, etc. for officers” and “Matters regarding the policy for
determining the details of remuneration, etc. for individual Directors” on pages 16 to 17 of the Business
Report will be revised to include the following details.
[Remuneration, etc. for Directors]
1) Basic policies
While the remuneration, etc. for Directors of the Company is based on their positions and job
responsibilities, the remuneration system is developed to be commensurate with business performanceand medium- to long-term corporate value of the Company, so that remuneration will function as anincentive for sustained improvement of corporate value, and the Company sets it a basic policy todetermine the remuneration by considering the levels of peer companies so that it can attract and retain
excellent persons. For determination of the amount of remuneration for individual Directors, theCompany sets it a policy to ensure an appropriate level taking each Director’s positions, job
responsibilities and achievement into consideration.
In addition, the Company has established the Nomination and Compensation Committee, whose
majority of members and the Chair are Outside Directors. Remuneration, etc. for Directors is determinedby the Representative Director and President taking the Committee’s opinions into consideration and after
deliberation by the Board of Directors. In this way, remuneration, etc. for Directors is determined in amore transparent procedure without any arbitrariness. For Directors responsible for executing business,the remuneration consists of the “basic remuneration,” which is a payment of fixed remuneration
including an amount equivalent to bonuses, and the “stock remuneration with transfer restrictions,” which
is a non-monetary remuneration for the purpose of providing the Directors with an incentive for sustained
improvement of corporate value and promoting further value sharing with the shareholders. For Outside
Directors assuming the supervisory functions on the management and Directors who are Members of the
Audit and Supervisory Committee performing functions including the supervising of all aspects of the
management from a standpoint independent of business execution, the basic remuneration only is paid.
The Company will not adopt any performance-linked compensation that are linked with performanceindicators such as short-term profits and stock prices.
2) Policy, etc. for determining the details of remuneration, etc. for individual Executive Directors(Directors excluding Directors who are Members of the Audit and Supervisory Committee and Outside
Directors)
a. Policy on the basic remuneration
Regarding remuneration for Directors responsible for executing business (Directors excluding
Directors who are Members of the Audit and Supervisory Committee and Outside Directors;
hereinafter referred to as the “Executive Directors”), the basic remuneration, which is a fixed
remuneration including an amount equivalent to bonuses, is paid on a monthly basis in principle, andan amount equivalent to bonuses is paid more than one time a year. The basic remuneration for
individual Executive Directors is determined based on their positions, years served at the positions
and the levels of peer companies, as well as by providing a certain incentive as an amount equivalent
to bonuses, which is based on their achievement of targets and contribution to sustainability
management, including development of management foundation and environment, assessed
quantitatively and qualitatively.
b. Policy on the non-monetary remuneration
In addition to the basic remuneration, the Executive Directors receive the “stock remuneration withtransfer restrictions,” which is common shares of the Company with a certain transfer restriction period,
as a non-monetary remuneration for the purpose of providing them with an incentive for sustained
improvement of corporate value and promoting further value sharing with the shareholders. The
Company provides monetary claims for allotment of shares with transfer restrictions to the Executive
Directors based on the resolution of the Board of Directors of the Company, and the Executive
Directors makes contributions in-kind of such monetary claims to the Company to receive allotmentof the shares with transfer restrictions. The number of shares with transfer restrictions to be allotted toindividual Executive Directors shall be within the range approved at a General Meeting of
Shareholders.
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c. Methods for determining the details of remuneration, etc. for individual Directors
In determining the details of remuneration, etc. for individual Executive Directors, theRepresentative Director and President prepares a draft plan of the amounts of the basic remunerationand the non-monetary remuneration for each Director and consults thereon with the Nomination andCompensation Committee, whose majority of members and the Chair are Outside Directors. For the
aforementioned draft plan, the Nomination and Compensation Committee returns its opinions and theBoard of Directors makes comprehensive deliberations. By respecting the returned opinions and basedon the delegation of authority from the Board of Directors, the Representative Director and President
determines specific amounts and other details of remuneration for individual Executive Directors.
d. Policy on composition of remuneration, etc.
The composition of remuneration for Executive Directors by type is deliberated by the Nomination
and Compensation Committee with a rough baseline ratio of the basic remuneration and the nonmonetary remuneration within a range from 97:3 to 89:11.
e. Reasons why the Board of Directors has determined that the details of remuneration, etc. forindividual Directors comply with the determination policies
The Board of Directors requests Representative Director and President to prepare the draft plan for
details of remuneration, etc. for individual Directors after clarifying the roles and scope of
responsibilities of each Director and assessing the degrees of their contribution to the Group’s businessperformance and of their contribution to the management foundation and sustainability management,
to consult on the draft plan with and receive opinions thereon from the Nomination and Compensation
Committee, whose majority of members and the Chair are Outside Directors, and to comprehensively
deliberate on it at a meeting of the Board of Directors. If these procedures are followed, the opinionsfrom the Nomination and Compensation Committee and the intent of the Board of Directors will bereflected in the amount of the remuneration, etc. for individual Executive Directors. Therefore, theBoard of Directors has determined that the details of remuneration, etc. for individual Directors
comply with the determination policies described above.
3) Policy for determining the details of remuneration, etc. for individual Directors who are Members of
the Audit and Supervisory Committee and Outside Directors
Remuneration, etc., for Directors who are not Executive Directors, comprising Directors who areMembers of the Audit and Supervisory Committee and Outside Directors, is only fixed remuneration
paid on a monthly basis, whose amount is determined focusing on their job details, expertise,
experience and other qualities so that they can fully perform their supervisory functions on the
management. The amount of remuneration, etc. for individual Directors who are Members of the Audit
and Supervisory Committee is determined through deliberation by Directors who are Members of the
Audit and Supervisory Committee by considering each member’s contribution to the Audit andSupervisory Committee, within the maximum total amount of remuneration determined at a General
Meeting of Shareholders.
4) Matters regarding resolutions of the General Meeting of Shareholders on remuneration, etc. for
Directors
For monetary remuneration for Directors of the Company, it was resolved at the 120th Annual
General Meeting of Shareholders held on June 29, 2016, that the amount of remuneration, etc. for
Directors (excluding Directors who are Members of the Audit and Supervisory Committee) shall be
no more than ¥344 million per year (including no more than ¥20 million per year for Outside Directors).
The number of applicable officers at the time of the resolution at the said Annual General Meeting of
Shareholders was 15 (including one Outside Director). In addition, at the said Annual General Meetingof Shareholders, it was resolved that the amount of remuneration, etc. for Directors who are Membersof the Audit and Supervisory Committee shall be no more than ¥46 million per year. The number ofapplicable officers at the time of the said Annual General Meeting of Shareholders was three(including two Outside Directors).
Furthermore, for Executive Directors excluding Directors who are Members of the Audit andSupervisory Committee and Outside Directors, it was resolved at the 128th Annual General Meetingof Shareholders held on June 27, 2024 that the Monetary Remuneration Claims for allotting shareswith transfer restrictions of no more than 10,000 shares per year worth no more than ¥50 million peryear shall be granted as non-monetary remuneration, in addition to the aforementioned monetary
remuneration. The number of applicable Executive Directors at the time of the said Annual General
Meeting of Shareholders was five.
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