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 damages
arising from the translation.

Securities Code: 6455
June 6, 2022
To Shareholders with Voting Rights:
Masahiro Nakajima
Chairman & CEO
MORITA HOLDINGS CORPORATION
3-6-1 Dosho-machi, Chuo-ku, Osaka-shi,
Osaka, JapanNOTICE OF
THE 89th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 89th Annual General Meeting of Shareholders of MORITA HOLDINGSCORPORATION (the “Company”) will be held as described below.
In order to prevent the spread of COVID-19, the Company encourages all shareholders, if at all possible,
to exercise their voting rights by mailing the enclosed Voting Rights Exercise Form or via electromagnetic
methods (the Internet, etc.) in advance instead of attending the Meeting in person. In that case, please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voteby no later than 5:40 p.m. Japan time on Monday June 27, 2022.
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. Japan time

2. Place:

TKP Garden City PREMIUM Osaka Ekimaeax building 4F, 2-3-21, Sonezakishinchi, Kita-ku, Osaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 89th Fiscal Year (April 1, 2021 - March 31, 2022) and resultsof audits by the Accounting Auditor and the Audit & Supervisory Boardof the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 89th Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors
Proposal 3:
Election of Two (2) Audit & Supervisory Board Members
4. Matters to Be Decided at the Time of Convocation:
If you exercise your voting rights by proxy, you may attend the meeting with one other shareholder
who has voting rights as your proxy. However, please note that you will be required to submit adocument certifying the proxy right.
 When you attend the meeting, please submit the enclosed Voting Rights Exercise Form to the reception.
 Should revisions arise to the Reference Documents for the General Meeting of Shareholders and theattachments, they will be posted on the Company’s website.
-1- The following items are posted on the Company’s website in accordance with provisions of laws andregulations and Article 13 of the Company’s Articles of Incorporation and are therefore not provided inthis Notice.
(1) “Consolidated Statements of Changes in Net Assets” and “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements(2) “Non-consolidated Statements of Changes in Net Assets” and “Notes to Non-consolidated Financial
Statements” of the Non-Consolidated Financial Statements
The business report audited by the Audit & Supervisory Board Members and the consolidated financial
statements and non-consolidated financial statements audited by the Audit & Supervisory Board
Members and the Accounting Auditor include each of the documents listed in the attachments to thisNotice of Convocation and the above items posted on the Company’s website.
Company’s website: https://www.morita119.com-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal(1) 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 the system for electronic provision ofmaterials for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended.
(2) The current Articles of Incorporation stipulate that the term of office of Executive Officers shall be inaccordance with the term of office of Directors; however, in order to further clarify the distinction
between management and execution, the Company proposes to change the term of office to the fiscal
year.
2.

Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 13 The Company may, when convening ageneral meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theInternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
<Newly established>-3-(Amended parts are underlined.)
Proposed Amendments<Deleted>(Measures for Electronic Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.)
Article 13 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.

(Term of Office of Executive Officers)
Article 34 The term of office of Executive
Officers shall be one year, and shall be thesame as that of Directors.
2. The Board of Directors may dismiss an
Executive Officer even in the middle of his/herterm of office.
<Newly established>-4-(Term of Office of Executive Officers)
Article 34 The term of office of Executive
Officers shall expire at the end of the fiscal
year ending within one year after theirassumption of office.
2. The Board of Directors may dismiss an
Executive Officer even in the middle of his/herterm of office.
Supplementary Provisions
Article 1 The deletion of Article 13 (Internet
Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.) of the current Articles ofIncorporation and the proposed Article 13(Measures for Electronic Provision, Etc.) shallcome into effect on the date of enforcement of
the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the“Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 13 of the current
Articles of Incorporation shall remain in force
with respect to a general meeting ofshareholders to be held on a date within six
months from the Effective Date.
3. This Article shall be deleted after the lapse of
six months from the Effective Date or thelapse of three months from the date of thegeneral meeting of shareholders set forth in
the preceding paragraph, whichever is later.

Proposal 2:

Election of Nine (9) Directors

The terms of office of seven (7) Directors, Masahiro Nakajima, Kazumi Ogata, Kunio Morimoto, Shinichi
Kanaoka, Mitsuo Isoda, Takao Kawanishi, and Masaki Hojo, will expire at the closing of this General
Meeting of Shareholders. Consequently, in order to further strengthen the management structure, theCompany proposes the election of nine (9) Directors.
The candidates for Directors are as follows.
Candidates for Directors

No.

Name

Current positions and responsibilities at theCompany

Attendanceat theBoard ofDirectors
meetings
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)
13/13(100%)

1

Masahiro Nakajima[Reappointment]

Chairman & CEO

2

Kunio Morimoto[Reappointment]

Director and Managing Executive Officer

3

Shinichi Kanaoka[Reappointment]

Director and Managing Executive Officer

4

Mitsuo Isoda

5

Takao Kawanishi

6

Masaki Hojo

7

Shinya Murai[New appointment] Managing Executive Officer—

8

Masayoshi Kato

[New appointment]

—

—

9

Hiroyuki Fukunishi [New appointment]——[Reappointment][Outside][Reappointment][Outside][Reappointment][Outside]

Director
Director
Director

-5-

No.

Name
(Date of birth)

Masahiro Nakajima(February 3, 1950)[Reappointment]

Career summary, positions, responsibilities,
and significant concurrent positions
March 1972
April 2003
June 2004
June 2006
October 2008
June 2015
June 2015
June 2015
June 2015
February 2016
June 2016

1[Attendance at theBoard of Directors
meetings]
13/13(100%)

April 2017
June 2017
June 2019
June 2021

Number ofshares of theCompany held

Joined the Company
Executive Officer, the Company
Director, the Company
President, the Company
President, MORITA CORPORATION
Chairman, MORITA ECONOS CORPORATION
Chairman, MORITA TECHNOS CORPORATION
Chairman, MORITA CORPORATION (current
position)
Chairman, the Company
Chairman of the Board, BRONTO SKYLIFT OY
AB (current position)
173,829 shares
Chairman and CEO, the Company (current
position)
Chairman, MORITA ENVIRONMENTAL TECHCORPORATION
Outside Corporate Auditor, Hino Motors, Ltd.
Director, MORITA ENVIRONMENTAL TECHCORPORATION (current position)
Outside Director, Hino Motors, Ltd. (current
position)[Significant concurrent positions]
・Chairman, MORITA CORPORATION
・Chairman of the Board, BRONTO SKYLIFT OY AB
・Outside Director, Hino Motors, Ltd.
[Reason for nomination as candidate for Director]
Mr. Nakajima has held key positions in the fire fighting vehicles business and the recycling machines
business, and after assuming office as Director in 2004, he served as President from 2006 to 2015, Chairman
from 2015, and as Chairman and CEO from 2016, playing a central role in management for many years at theCompany, and domestic and overseas group companies, and possesses abundant experience and broad insight
as a manager. Therefore, the Company determines that he can play a sufficient role in the overall management
supervision and decision-making functions by utilizing his abundant experience and track record, andproposes his continued appointment as Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1980
April 2002
October 2008

Kunio Morimoto(March 3, 1958)

June 2011[Reappointment]

2[Attendance at theBoard of Directors
meetings]
13/13(100%)

June 2015
June 2015

January 2016
April 2019
April 2019

June 20193

Joined the Company
General Manager, Procurement Dept., Business
Management Division, the Company
Executive Officer, Deputy General Manager,
Production Division, and General Manager,
Engineering Dept., MORITA CORPORATION
Director, Deputy General Manager, Production
Division, General Manager, Planning and
Production Dept., and General Manager, Overseas
Business Promotion Dept., MORITACORPORATIONManaging Director, MORITA CORPORATION
General Manager, Production Division, andGeneral Manager, Product Development Division,
MORITA CORPORATION
Executive Director, BRONTO SKYLIFT OY AB
Managing Executive Officer, the Company(current position)
Head of Division of Corporate Strategy, theCompany
Head of Division of ATI Center, the Company(current position)
Director, the Company (current position)

Number ofshares of theCompany held

32,594 shares[Reason for nomination as candidate for Director]
Mr. Morimoto has held key positions in the production, engineering, and development departments of the firefighting vehicles business for many years, and has also been involved in the management of overseas groupsubsidiaries since 2016. Therefore, the Company determined that he has the experience and broad insightnecessary for corporate management, and requests his continued appointment as Director.
Joined the Company
April 1982
Shinichi Kanaoka
General Manager, Accounting Dept., Business
April 2007
Management Division, the Company(August 21, 1959)
Executive Officer, the Company
June 2010
October 2011
General Manager, Business Management Division,[Reappointment]
the Company
21,806 shares
Managing Executive Officer, the Company
April
2017
[Attendance at theJune 2018
Director and Executive Officer, the Company
Board of Directors
meetings]
April 2019
Head of Divison of Finance and Information
13/13
systems, the Company (current position)(100%)
June 2020
Director and Managing Executive Officer, theCompany (current position)[Reason for nomination as candidate for Director]
Mr. Kanaoka has been engaged in the accounting operations for many years, and after assuming the positionof Executive Officer in 2010, he assumed a key position of overseeing the Business Management Division,
which includes the Corporate Planning, Legal, Accounting, and Information Management departments, etc.
Therefore, the Company requests his continued appointment as Director because of his abundant businessadministration experience in the Company and domestic and overseas group companies and wide-ranging
insight necessary for corporate management.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1995
April 1995

4

Mitsuo Isoda(January 7, 1970)

June 2001[Reappointment][Outside]February 2002
July 2002
June 2014[Attendance at theBoard of Directors
meetings]
13/13(100%)

August 2001

June 2016
May 2019

Registered as an Attorney (Osaka Bar Association)
Joined The Miyake Joint Partnership Law Office(currently MIYAKE & PARTNERS)
Completed the Harvard Law School’s LL.M.
program.
Trained at Pillsbury Winthrop Shaw Pittman LLP,New York Office
Admitted to the New York State Bar (at that time)
Partner, MIYAKE & PARTNERS
Outside Corporate Auditor, HASEKO Corporation(current position)
Director, the Company (current position)
President, MIYAKE & PARTNERS (current
position)

Number ofshares of theCompany held

2,500 shares[Significant concurrent positions]
・President, MIYAKE & PARTNERS
・Outside Corporate Auditor, HASEKO Corporation

5[Reason for nomination as candidate for Outside Director and outline of expected roles]
Although Mr. Isoda has no direct experience in corporate management, he has been a lawyer for many years andhas a high degree of expertise in laws and regulations. He has been an Outside Director of the Company since June
2016 and has provided useful and valuable advice on compliance and governance from an independent standpointin the deliberations of the Board of Directors and the Nomination and Compensation Advisory Committee, which
he chairs, and is expected that he will continue to exercise his independent and highly transparent monitoring andsupervisory functions in the management of the Company. Therefore, the Company requests his continued
appointment as Director. His term of office as an Outside Director will be six (6) years at the conclusion of this
General Meeting of Shareholders.
April 1972
Joined The Sanwa Bank, Ltd. (currently MUFG
Bank, Ltd.)
Executive Officer, The Sanwa Bank, Ltd.
June 1999
Takao Kawanishi
Managing Executive Officer, UFJ Bank Limited
January 2002
(November 23, 1948)(currently MUFG Bank, Ltd.)
Representative Director and Senior Managing
May 2004[Reappointment]
Executive Officer, UFJ Bank Limited[Outside]
January 2006
Managing Director, The Bank of Tokyo-Mitsubishi
2,400 shares
UFJ, Ltd. (currently MUFG Bank, Ltd.)
April 2008
Vice President, The Bank of Tokyo-Mitsubishi[Attendance at theUFJ, Ltd.
Board of Directors
President and CEO, JCB Co., Ltd.
June
2010
meetings]
June 2014
Chairman, JCB Co., Ltd.
13/13
(100%)
February 2015
Outside Director, UNIRITA Inc.
Director, the Company (current position)
June 2017
Chairman of the Board of Directors, JCB Co., Ltd.
June 2017[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Kawanishi possesses expert knowledge cultivated over many years at financial institutions and a wealth ofexperience and broad insight as a corporate manager. He has been an Outside Director of the Company since June2017 and has provided useful and valuable advice based on his broad experience and deep knowledge of corporate
management, from an independent standpoint in the deliberations of the Board of Directors and the Nomination
and Compensation Advisory Committee, and is expected that he will continue to exercise his independent andhighly transparent monitoring and supervisory functions in the management of the Company. Therefore, theCompany requests his continued appointment as Director. His term of office as an Outside Director will be five(5) years at the conclusion of this General Meeting of Shareholders.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined Daifuku Machinery Works Co., Ltd.
(currently Daifuku Co., Ltd.)
June 1998
Director, Daifuku Machinery Works Co., Ltd.
April 2000
President, Daifuku America Corporation
Representative Director and Senior Managing
April 2004
Director, Daifuku Co., Ltd.
President, Daifuku Canada Inc.
April 2006
Executive Vice President, Daifuku Co., Ltd.
December 2007 Chairman, Jervis B.Webb Company
April 2008
President and CEO, Daifuku Co., Ltd.
Chairman, Daifuku Webb Holding Company
January 2011
(currently Daifuku North America Holding
Company)
Advisor, Daifuku Co., Ltd.
April 2018
June 2020
Director, the Company (current position)

Number ofshares of theCompany held

April 1971
Masaki Hojo
(October 2, 1948)[Reappointment][Outside]

6

7[Attendance at theBoard of Directors
meetings]
13/13(100%)

3,200 shares[Reason for nomination as candidate for Outside Director and outline of expected roles]
Mr. Hojo has extensive experience and broad insight as a corporate manager, having served as President and CEO
and head of overseas subsidiaries at Daifuku Co., Ltd. He has been an Outside Director of the Company since June
2020 and has provided useful and valuable advice based on his broad experience and deep knowledge of corporate
management, from an independent standpoint in the deliberations of the Board of Directors and the Nomination
and Compensation Advisory Committee, and is expected that he will continue to exercise his independent andhighly transparent monitoring and supervisory functions in the management of the Company. Therefore, theCompany requests his continued appointment as Director. His term of office as an Outside Director will be two(2) years at the conclusion of this General Meeting of Shareholders.
April 1982
Joined the Company
April 2007
General Manager, General Affairs Dept., Business
Management Division, the Company
Shinya Murai
April
2011
Executive Officer, the Company(January 23, 1960)
February 2012 Deputy General Manager, Business Management
Division, General Manager, General Affairs Dept.,[New appointment]
and General Manager, Human Resources Dept., the 19,601 sharesCompany[Attendance at the
April 2017Managing Executive Officer, the Company (current
Board of Directors
position)
meetings]
General Manager, Corporate Communications Dept.,
July 2018—
the Company
Head of Divison of Human Resources Development
April 2019
and General Affairs, the Company (current position)[Reason for nomination as candidate for Director]
Mr. Murai has been engaged in general affairs and personnel affairs for many years, and after assuming the positionof Executive Officer in 2011 he assumed a key position in charge of the Business Management Division,
overseeing the Company and its domestic group companies. The Company requests his appointment as Director,
because of his abundant business experience in the Company and broad insight necessary for corporate
management.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined the Company
General Manager, General Fire Fighting Vehicle
Production Dept., Sanda Factory, MORITA
Masayoshi KatoCORPORATION(February 18, 1970) April 2017
Executive Officer, Head of Production Division, andFactory Head, Sanda Factory, MORITA[New appointment]
CORPORATION
9,695 shares
June 2017
Director, Head of Production Division, and Factory
Head, Sanda Factory, MORITA CORPORATION[Attendance at the
Director, Executive Officer, Head of Production
April 2018
Board of Directors
Division, General Manager, Engineering Dept.,
meetings]
MORITA CORPORATION—
April 2022
Representative Director, President, and Head of
Production Division, MORITA CORPORATION(current position)[Reason for nomination as candidate for Director]
Mr. Kato has held key positions in the production and engineering departments for many years in the fire fighting
vehicles business, and was involved in management as a Director of MORITA CORPORATION in 2017. He has
also served as Representative Director of MORITA CORPORATION since April 2022. The Company expects
that he will play a role in the supervisory and decision-making functions of the Board of the Directors of theCompany, taking advantage of his abundant experience and broad insight, and therefore requests his appointment
as Director.
April 1994
Joined the Company
April 2016
General Manager, Sales Dept.(West Japan),
Hiroyuki Fukunishi
MORITA ENVIRONMENTAL TECHCORPORATION(January 1, 1970)
April 2017
Director, Head of Sales Division andGeneral Manager, Sales Dept.(East Japan),[New appointment]
MORITA ENVIRONMENTAL TECH
14,395 shares
CORPORATION[Attendance at the
Director, Executive Officer, and Head of Sales
June 2019
Board of Directors
Division, MORITA ENVIRONMENTAL TECH
meetings]
CORPORATION—
April 2022
Representative Director, President, and Head ofApril 1992
April 2015

8

9

Sales Division, MORITA ENVIRONMENTAL
TECH CORPORATION (current position)[Reason for nomination as candidate for Director]
Mr. Fukunishi has held key positions in the sales department for many years in the recycling machines business,
and was involved in the management of MORITA ENVIRONMENTAL TECH CORPORATION as a Director in2017. He has also served as Representative Director of MORITA ENVIRONMENTAL TECH CORPORATION
since April 2022. The Company expects that he will play a role in the supervisory and decision-making functionsof the Board of the Directors of the Company, taking advantage of his abundant experience and broad insight, andtherefore requests his appointment as Director.

Notes:

1. None of the candidates for Directors have any special interests with the Company.
2. Mr. Mitsuo Isoda, Mr. Takao Kawanishi, and Mr. Masaki Hojo, are the candidates for Outside
Directors, and also candidates for Independent Officers who have no potential conflicts ofinterests with general shareholders, as defined by the Tokyo Stock Exchange, Inc.
3. The Company has concluded an agreement with Mr. Mitsuo Isoda, Mr. Takao Kawanishi and
Mr. Masaki Hojo, in accordance with Article 427, Paragraph 1 of the Companies Act, which
limits Outside Directors’ indemnity liability for damage outlined under Article 423, Paragraph
1 of the Act. The maximum amount of liability under such contracts is the minimum liability
amount stipulated by laws and regulations. If their reappointment is approved, then the
Company will continue the above agreement with them.

- 10 -

4. The Company has entered into a directors and officers (D&O) liability insurance contract withan insurance company to cover legal damages and litigation expenses to be borne by the
insured in the event that a claim for damage is made against the insured due to an act committed
by the insured in his/her capacity as such (including omission). If the appointment of thecandidates as Directors is approved in this proposal, each of them will be insured under the
insurance contract, which is to be renewed during their terms of office.

- 11 -

(Reference)
The structure of the Board of Directors and the knowledge and experience each Director has if Proposal 2 isapproved as proposed at this Ordinary General Meeting of Shareholders are as follows
Name

Masahiro
Nakajima

ShinichiKanaoka

Kunio
Morimoto

Shinya Murai

Position at theCompany after
approval
Chairman& CEO
Representative
Director andPresident
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer

The knowledge and experience which each Director has
Corporate

International

Legal andFinance andSales andTechnology

management

experience

GovernanceAccounting

Marketingand R&D

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Mitsuo Isoda

Director*1, *2

Takao
Kawanishi

Director*1

〇

〇

〇

〇

Masaki Hojo

Director*1

〇

〇

〇

〇

Masayoshi
Kato

Director〇

Hiroyuki
Fukunishi

Director〇*1*2

Production HR and HRD

〇

〇

〇

〇

〇

〇

〇

Outside Director and Independent Officer
Mr. Mitsuo Isoda chairs the Nomination Advisory Committee and the Compensation Advisory Committee.

- 12 -〇

Proposal 3:

Election of Two (2) Audit & Supervisory Board Members

The terms of office of two (2) Audit & Supervisory Board Members, Atsushi Miyazaki and Shozo
Nishimura, will expire at the closing of this General Meeting of Shareholders. Consequently, the Company
proposes the election of two (2) Audit & Supervisory Board Members.
The agreement of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidates for Audit & Supervisory Board Members are as follows.
Candidates for Audit & Supervisory Board Members
No.

Name
(Date of birth)
Shozo Nishimura(March 3, 1945)[Reappointment][Outside]1

2[Attendance at theBoard of Directors
meetings]
13/13(100%)

Career summary, positions and significant concurrent positions
April 1970
April 1970
April 1979

June 2008
June 2018
June 2019

Number ofshares of theCompany held

Registered as an Attorney (Osaka Bar Association)
Joined The Miyake Joint Partnership Law Office(currently MIYAKE & PARTNERS)
Established Nishimura Law & Accounting Firm
Chief, Nishimura Law & Accounting Firm (current
position)
Outside Corporate Auditor, Uehara Sei Shoji Co.,
4,800 shares
Ltd.
Audit & Supervisory Board Member, the Company(current position)
Director, Kyoto Seisakusho Co., Ltd. (current
position)[Significant concurrent positions]Chief, Nishimura Law & Accounting Firm

[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Although Mr. Nishimura has no direct experience in corporate management, he is well versed in corporate legal
affairs as an attorney and has sufficient insight to govern corporate management. The Company determined that
he will be able to fully perform his auditing functions, and therefore requests his continued appointment as Outside
Audit & Supervisory Board Member. His term of office as an Outside Audit & Supervisory Board Member will
be four (4) years at the conclusion of this General Meeting of Shareholders.
Joined IBM Japan, Ltd.
April 1986
Registered as a USCPA
August 2006
Mari Kaneko
September
2006
In charge of accounting at Fujita Rashi (USA)(August 23, 1962)
Corp.
June
2008
Established Beni LLC, appointed as President[New appointment]
February 2014
Full-time Corporate Auditor, Phil Company, Inc.
[Outside]
0 sharesFebruary 2022
Director, Full-time Audit and Supervisory
Committee Member, Phil Company, Inc. (current[Attendance at theposition)
Board of Directors[Significant concurrent positions]
meetings]—
Director, Full-time Audit and Supervisory Committee Member, Phil
Company, Inc.
[Reason for nomination as candidate for Outside Audit & Supervisory Board Member]
Ms. Kaneko has extensive knowledge of finance and accounting, and the Company has determined that she canprovide appropriate suggestions and advice in auditing and supervising the Company’s important decision-making
and business execution, based on her extensive experience and high-level insight, Therefore, the Company requests
her appointment as Outside Audit & Supervisory Board Member.

Notes:

1. None of the candidates for Audit & Supervisory Board Members have any special interests
with the Company.
2. Mr. Shozo Nishimura and Ms. Mari Kaneko are the candidates for Outside Audit &Supervisory Board Members, and also candidates for Independent Officers who have nopotential conflicts of interests with general shareholders, as defined by the Tokyo Stock
Exchange, Inc.
- 13 -

3. The Company has concluded an agreement with Mr. Nishimura, in accordance with Article
427, Paragraph 1 of the Companies Act, which limits Outside Directors’ indemnity liability fordamage outlined under Article 423, Paragraph 1 of the Act. The maximum amount of liability
under such contracts is the minimum liability amount stipulated by laws and regulations. If his
reappointment is approved, then the Company will continue the above agreement with him. In
addition, if the election of Ms. Kaneko is approved at this Ordinary General Meeting of
Shareholders, then the Company will enter into a similar liability limitation agreement withher.
4. The Company has entered into a directors and officers (D&O) liability insurance contract withan insurance company to cover legal damages and litigation expenses to be borne by the
insured in the event that a claim for damage is made against the insured due to an act committed
by the insured in his/her capacity as such (including omission). If the appointment of thecandidates as Audit & Supervisory Board Members is approved in this proposal, each of themwill be insured under the insurance contract, which is to be renewed during their terms of office.
(Reference)

Criteria for Determining Whether Outside Officers are Sufficiently Independent
The Company has established the following criteria for determining the independence of Outside Directors
and Outside Audit & Supervisory Board Members (hereinafter referred to as “Outside Officers”), and if,
as a result of an investigation to the extent reasonably possible by the Company, it is determined that an
Outside Officer does not fall under any of the following items, then such Outside Officer is deemed to be
independent from the Company and not likely to cause any conflict of interest with general shareholders.
(1)
Persons who are business executors of the Company or its affiliates (hereinafter referred to as
the “Group”) or persons who were business executors of the Group in the past 10 years (or, if
the persons were non-executive Directors, Audit & Supervisory Board Members, or Accounting
Advisors of the Group at any time within the past 10 years, then the 10 years prior to assuming
such positions)(2)
Persons for whom the Group is a major business partner, or persons who are business executorsof their parent companies or important subsidiaries.
(3)
Persons who are business executors of the Group’s major business partners, or persons who arebusiness executors of their parent companies or important subsidiaries(4)
Consultants, accounting experts, or legal experts who receive more than a certain amount ofmoney or other assets from the Group (if the persons receiving such assets are corporations,partnerships, or other organizations, then the persons who are business executors of suchorganizations)(5)
Persons who have received donations or grants exceeding a certain amount from the Group (ifthe donation or grant recipients are corporations, partnerships, or other organizations, then the
persons who are business executors of such organizations)(6)
Persons who are business executors of the Group’s lead managing brokerage firms, or a certified
public accountant, employee, or partner of the audit firm that is the Group’s accounting auditor(7)
Persons who are business executors of the principal financial institutions from which the Groupborrows, or their parent companies or subsidiaries(8)
A major shareholder of the Company (meaning a shareholder, that directly or indirectly holds
10% or more of the voting rights) or, if such a major shareholder is a corporation, the persons
who are business executors of such a major shareholder or its parent company or important
subsidiary(9)
Persons who are business executors of a company in which the Group is a major shareholder(meaning a company in which the Group directly or indirectly holds 10% or more of the voting
rights) or its parent company or important subsidiary
Directors, Audit & Supervisory Board Members, Accounting Advisors, Executive Officers, of any(10)company or its parent company or subsidiary that accepts Directors (whether full-time or part-time)from the Group(11)
Persons who have fallen under (2) through (10) above, in the three years prior to assuming office(12)
Close relatives, etc. of persons falling under (1) through (11) above- 14 -