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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code: 6317
June 2, 2020
To Shareholders with Voting Rights:

Yuji Kitagawa
Representative Director & Chairman
and President
Kitagawa Corporation
77-1, Motomachi, Fuchu-shi, Hiroshima,
Japan

Notice of the 110th Annual General Meeting of Shareholders
You are cordially invited to attend the 110th Annual General Meeting of Shareholders of Kitagawa
Corporation (the “Company”), which will be held as described below.
If you are not willing to attend the meeting, you can exercise your voting rights in writing. Please
review the attached Reference Documents for the General Meeting of Shareholders, indicate your votefor or against each proposal on the enclosed Voting Rights Exercise Form, and return it so that it isreceived no later than 4:50 p.m. on Thursday, June 18, 2020, Japan time.
1. Date and Time:

Friday, June 19, 2020 at 10:00 a.m. Japan time

2. Place:445-1, Motomachi, Fuchu-shi, Hiroshima, Japan
Hall of Fuchu Chamber of Commerce and Industry

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Accounting
Auditors’ and Board of Corporate Auditors’ Reports on Consolidated
Financial Statements for the 110th term (from April 1, 2019 until March 31,
2020)
2. Non-consolidated Financial Statements for the 110th term (from April 1,
2019 until March 31, 2020)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Ten (10) Directors
Proposal 3:
Election of Three (3) Corporate Auditors- When you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Also,
please bring this Notice with you as a reference for the meeting.
- In accordance with the applicable laws and regulations and the provisions of Article 16 of the Company's Articles ofIncorporation, the following matters are posted on the Company’s website on the Internet, and therefore are notprovided in this Notice.
(i) Notes to the Consolidated Financial Statements, (ii) Notes to the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in thisNotice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements that have been
audited by the Accounting Auditor and the Corporate Auditors in preparing their respective audit reports.
- If any changes are made to the Reference Documents for the General Meeting of Shareholders, the Business Report,-1-the Consolidated Financial Statements or the Non-consolidated Financial Statements, it will be posted on the
Company’s website on the Internet.
The Company’s website: https://www.kiw.co.jp<Response to the coronavirus disease (COVID-19)>
Request to our shareholders regarding the exercise of your voting rights
We have some concerns about the spread of COVID-19 infection. When exercising your voting
rights, please consider exercising in advance by returning the Voting Rights Exercise Form, and refrainfrom attending the General Meeting of Shareholders to avoid infection.
Response at the day of the General Meeting of Shareholders
When attending the General Meeting of Shareholders, please check the state of infection and yourphysical condition as of the date of the General Meeting of Shareholders. We strongly encourage ourshareholders to take preventive measures such as wearing a mask when visiting the venue. In addition,at the venue for the General Meeting of Shareholders, we may take measures to prevent infection toensure our shareholders’ safety. We would appreciate it if our shareholders could support and cooperatewith us for this matter.
Furthermore, please note that our operating staff may be wearing masks at the venue.

-2-

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

Appropriation of Surplus

The Company regards returning profits to shareholders as one of its business priorities, with a basic
policy of continuing to pay stable dividends with a target consolidated dividend payout ratio of 30% while
increasing retained earnings for future business expansion and enriched financial strength.
Taking into account the financial results for the fiscal year under review and the business environment in
future, the Company proposes a dividend of 50 Japanese yen per share as below:
As a result, combined with the interim dividend of 50 Japanese yen per share, annual dividends for the
fiscal year under review will be 100 Japanese yen per share.
Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Matters regarding the assignment of the dividend property and the total amount
50 Japanese yen per common share of the Company
Total amount: 468,150,450 Japanese yen(3) Date on which appropriation of surplus takes effectJune 22, 2020
(Reference) Dividend history
107th term
(April 2016 to
March 2017)

108th term
(April 2017 toMarch 2018)

109th term
(April 2018 toMarch 2019)110th term
(April 2019 toMarch 2020)

Annual dividends
60 Japanese yen
77 Japanese yen
90 Japanese yen
100 Japanese yen
per share
Dividend payout
28.1%
20.7%
21.9%
56.9%
ratio (consolidated)
Note: Annual dividends per share for the 110th term (fiscal year under review) is the amount assuming that
this proposal is approved as originally proposed.

-3-

Proposal 2:
Election of Ten (10) Directors
The terms of office of all the nine (9) incumbent Directors will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, in order to strengthen the management structure by adding one (1)Director, the election of ten (10) Directors including two (2) Outside Directors is proposed.
The candidates for Director are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Yuji Kitagawa

Reappointment

Representative Director & Chairman andPresident

2

Hiroshi Kitagawa

Reappointment

Representative Director & Vice Chairman,
President of Kitagawa Material Technology
Company

3

Hideo Kitagawa

Reappointment

Director & Managing Executive Officer

4

Toshikatsu Hatashima

Reappointment

Director & Managing Executive Officer,
General Manager of Development Division andGeneral Manager of New Business Promotion
Division

5

Kazumasa Kurimoto

Reappointment

Director & Managing Executive Officer,
President of Kitagawa Sun Tech Company

6

Yasushi Sato

Reappointment

Director & Executive Officer, Branch Manager
of Tokyo Branch

7

Ikuzo Uda

Reappointment

Director & Executive Officer, General Manager
of Business Management Division

8

Masaki Kondo

New appointment

Executive Officer, Branch Manager of Nagoya
Branch9

Osamu Numata

Reappointment
OutsideIndependent

Director

10

Masatoshi Uchida

Reappointment
OutsideIndependent

Director

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Sep. 1983
Jun. 1991
Apr. 1995
Apr. 1997
Apr. 1999
Apr. 2001
Apr. 2016

1

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Senior Managing Director
Yuji Kitagawa
Representative Senior Managing Director(April 1, 1957)
Representative Director & President
Representative Director & President and General Manager ofReappointment
Machine Tool Accessories Division
131,525
Representative Director & Chairman and President (to present)
Apr. 2018
Attendance at Board(Significant concurrent positions)of Directors meeting:
Representative Director & President of KITAGAWA REIKI CO., LTD.
13/13 meetings
Representative Director & Chairman of KITAGAWA MACHINERY(100%)CORPORATION
Representative Director & President of KISA IRON WORKS CO., LTD.
Representative Director & Chairman of Cable Joy CO., LTD.
Chairman of the Fuchu Chamber of Commerce and Industry[Reason for nomination as a candidate for Director]
Since joining the Company in 1983, Mr. Yuji Kitagawa has held important positions at the Company. He had served as
Representative Director & President since 2001 and has been serving as Representative Director & Chairman and President(to present) since 2018. He has abundant experience at the Company, expertise in overall management in the manufacturingindustry and knowledge about global business management and operation. The Company therefore renominates him as a
candidate for Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1981
Jun. 1993
Apr. 1997
Apr. 2001
Apr. 20092

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Representative Senior Managing Director
Representative Director, Vice President & Executive Officer,
General Manager of Tokyo Sales Division
Representative Director & Vice President
Apr. 2010
Representative Director & Vice President
Jun.
2012
Hiroshi Kitagawa
Seconded as Representative Director & President of(December 12, 1958)
KITAGAWA MEXICO, S.A. DE C.V.
Representative Director & Vice President and General Manager
Apr. 2015
Reappointment
of Synthetic Materials Division
14,381
Seconded as Representative Director & President ofAttendance at Board
KITAGAWA MEXICO, S.A. DE C.V.
of Directors meeting:
Representative Director & Vice President and General Manager
Apr. 201713/13 meetingsof Synthetic Materials Division, and Representative Director &(100%)
Chairman of KITAGAWA MEXICO, S.A. DE C.V.
Representative Director & Vice Chairman, President ofApr. 2018
Kitagawa Material Technology Company, Representative
Director & Chairman of KITAGAWA (THAILAND) CO.,LTD. and Director & Chairman of KITAGAWA MEXICO,S.A. DE C.V. (to present)(Significant concurrent positions)Representative Director & Chairman of KITAGAWA (THAILAND) CO., LTD.
[Reason for nomination as a candidate for Director]
Since joining the Company in 1981, Mr. Hiroshi Kitagawa has held important positions at the Company. He had served as
Representative Director & Vice President since 2009 and has been serving as Representative Director & Vice Chairman andPresident of Kitagawa Material Technology Company (to present) since 2018. He is concurrently serving as Representative
Director & Chairman of the Thai subsidiary and Director & Chairman of the Mexican subsidiary. He has abundant
experience at the Company, expertise in overall management in the manufacturing industry and knowledge about global
business management and operation. The Company therefore renominates him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1985
Apr. 2001
Oct. 2004
Jun. 2005

3

Number ofshares of theCompany held

Joined the Company
General Manager of Housing Environment Division
General Manager of Machine Tool Accessories Division
Director, General Manager of Machine Tool Accessories
Division
Director & Executive Officer, General Manager of Sales
Apr. 2009
Promotion Department and General Manager of Overseas Sales
Department of Sales Division
Director & Executive Officer, General Manager of Chinese
Apr. 2010
Business Project OfficeDirector & Executive Officer, General Manager of Machine
Apr. 2011
Hideo Kitagawa
Tool Accessories Division(March 3, 1963)
Director & Managing Executive Officer, General Manager ofApr. 2014
Business Management Division
Reappointment
Director & Managing Executive Officer, General Manager ofApr. 2015
Business Management Division and in charge of KITAGAWA
6,333(THAILAND) CO., LTD.
Attendance at Board
Director & Managing Executive Officer, General Manager ofof Directors meeting: Apr. 2016
Business Management Division and Representative Director &13/13 meetings
Chairman of KITAGAWA (THAILAND) CO., LTD.
(100%)
Director & Managing Executive Officer
Sep. 2016
Seconded as Representative Director & Chairman of
KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Apr. 2017
Seconded as Representative Director & Chairman and Presidentof KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Apr. 2018
Seconded as Representative Director & President of
KITAGAWA (THAILAND) CO., LTD. (to present)(Significant concurrent positions)Representative Director & President of KITAGAWA (THAILAND) CO., LTD.
[Reason for nomination as a candidate for Director]
Since joining the Company in 1985, Mr. Hideo Kitagawa served as General Manager of Machine Tool Accessories
Division, General Manager of Overseas Sales Department and General Manager of Chinese Business Project Office. He has
been serving as Director & Managing Executive Officer (to present) since 2014 and is concurrently serving as
Representative Director & President of the Thai subsidiary. He has abundant experience at the Company, expertise in
overall management in the manufacturing industry and knowledge about global business management and operation. The
Company therefore renominates him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1979
Apr. 2006

4

5

Number ofshares of theCompany held

Joined the Company
General Manager of Development Department, Industrial
Machinery Division
Oct. 2006
General Manager of Development Division
Apr. 2008
General Manager of Engineering Department, Machine Tool
Accessories Division
Apr. 2009
Executive Officer, General Manager of Development Division
Toshikatsu
Apr.
2010
Executive Officer, General Manager of Machine Tool
Hatashima
Accessories
Divisiont and General Manager of Development(September 25, 1954)
Division
Apr. 2011
Executive Officer, General Manager of Development Division
Reappointment
1,870
Jun. 2015
Director & Executive Officer, General Manager of Development
Division
Attendance at Board
Director & Executive Officer, General Manager ofof Directors meeting: Apr. 2016
Development Division and Deputy General Manager of
13/13 meetings
Machine Tool Accessories Division(100%)
Director & Executive Officer, General Manager ofApr. 2018
Development Division
Director & Managing Executive Officer, General Manager ofApr. 2019
Development Division and General Manager of New Business
Promotion Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company in 1979, Mr. Toshikatsu Hatashima has served as General Manager of Engineering Department,
General Manager of Development Division and General Manager of Machine Tool Accessories Division. In addition, he has
been serving as Director & Managing Executive Officer, General Manager of Development Division and General Manager
of New Business Promotion Division (to present). He has abundant experience at the Company, expertise in overallmanagement in the manufacturing industry and knowledge about business management and operation. The Company
therefore renominates him as a candidate for Director.
Apr. 1981
Joined the Company
Apr. 2009
General Manager of Environmental Marketing Department,
Sales Division
Apr. 2010
Executive Officer, General Manager of Multistory Parking
Division
Executive Officer, General Manager of Multistory Parking
Kazumasa Kurimoto Apr. 2011
Divisionand General Manager of Sales Department(September 21, 1958)
Executive Officer, General Manager of Corporate Planning
Apr. 2012
Office, Business Management Division
Reappointment
Executive Officer, Deputy General Manager of Development
Apr. 2013
3,381
Division
Attendance at Board Apr. 2014
Executive Officer, Deputy Branch Manager of Tokyo Branchof Directors meeting: Apr. 2015
Executive Officer, Branch Manager of Tokyo Branch
13/13 meetings
Jun. 2016
Director & Executive Officer, Branch Manager of Tokyo Branch(100%)
Apr. 2018
Director & Executive Officer, President of Kitagawa Sun Tech
Company
Apr. 2019
Director & Managing Executive Officer, President of Kitagawa
Sun Tech Company (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company in 1981, Mr. Kazumasa Kurimoto served as General Manager of Multistory Parking Division,
General Manager of Corporate Planning Office, Deputy General Manager of Development Division and Branch Manager ofTokyo Branch. In addition, he has been serving as Director & Managing Executive Officer, President of Kitagawa Sun Tech
Company (to present). He has abundant experience at the Company, expertise in overall management in the manufacturingindustry and knowledge about business management and operation. The Company therefore renominates him as a candidate
for Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1980
Oct. 2003
Oct. 2004
Jun. 2005
Jan. 2009
Apr. 2009

6

7

Number ofshares of theCompany held

Joined the Company
General Manager of General Affairs Department
General Manager of Housing Environment Division
Director, General Manager of Housing Environment Division
Director, General Manager of Multistory Parking Division
Director & Executive Officer, General Manager ofYasushi Sato
Multistory Parking Division(April 17, 1956)
Apr. 2010
Director & Executive Officer, General Manager of Synthetic
Materials Division
Reappointment
Oct. 2011
Director & Executive Officer
4,600
Seconded as Representative Director & President ofAttendance at Board
KITAGAWA (THAILAND) CO., LTD.
of Directors meeting:Apr. 2015
Director & Executive Officer, Head of Eastern Japan Region and13/13 meetings
Plant Manager of Tokyo Plant, Synthetic Materials Division(100%)
Sep. 2016
Director & Executive Officer, General Manager of Business
Management Division
Apr. 2018
Director & Executive Officer, Branch Manager of Tokyo Branch(to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company in 1980, Mr. Yasushi Sato served as General Manager of Multistory Parking Division, General
Manager of Synthetic Materials Division, President of the Thai subsidiary, and General Manager of Business Management
Division. In addition, he has been serving as Director & Executive Officer, Branch Manager of Tokyo Branch (to present).
He has abundant experience at the Company, expertise in overall management in the manufacturing industry and knowledge
about global business management and operation. The Company therefore renominates him as a candidate for Director.
Apr. 1975
Joined The Hiroshima Bank, Ltd.
Apr. 2005
Branch Manager of Fukuyama Minami Branch
Apr. 2007
Joined the Company as General Manager of Accounting
Department
Oct. 2007
Deputy in charge of Business Management and General Manager
of Accounting Department
Apr. 2009
General Manager of Accounting Department, Business
Management Division
Ikuzo Uda
Apr. 2012
Executive Officer, General Manager of Business Management(February 14, 1953)
Division and General Manager of Procurement DivisionJun. 2012
Director & Executive Officer, General Manager of Business
Reappointment
Management Division and General Manager of Procurement
3,973
Division
Attendance at Board Apr. 2014
Director & Executive Officer, General Manager of Qualityof Directors meeting:Assurance Division and General Manager of Procurement
13/13 meetings
Division(100%)
Apr. 2015
Executive Officer, General Manager of Quality Assurance
Division and General Manager of Procurement DivisionJun. 2016
Director & Executive Officer, General Manager of Quality
Assurance Division and General Manager of Procurement
Division
Apr. 2018
Director & Executive Officer, General Manager of Business
Management Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Leveraging the abundant experience and broad knowledge he gained at a financial institution, Mr. Ikuzo Uda served as
General Manager of Accounting Department, General Manager of Procurement Division, and General Manager of Quality
Assurance Division after he joined the Company. In addition, he has been serving as Director & Executive Officer, General
Manager of Business Management Division (to present). He has abundant experience and knowledge at the Company, andtherefore the Company renominates him as a candidate for Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1983
Apr. 2013
Apr. 2015

8

9

Number ofshares of theCompany held

Joined The Hiroshima Bank, Ltd.
Branch Manager of Fukuyama Minami Branch
Joined the Company as Deputy General Manager of Machine
Masaki Kondo
Tool Accessories Division(November 16, 1960) Apr. 2016
General Manager of Sales Department, Machine Tool
700
Accessories Division
New appointment
Executive Officer, Branch Manager of Nagoya Branch
Apr. 2018(to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Outside Director]
Leveraging the abundant experience and broad knowledge he gained at a financial institution, Mr. Masaki Kondo served as
Deputy General Manager of Machine Tool Accessories Division and General Manager of Sales Department, Machine Tool
Accessories Division after he joined the Company. In addition, he has been serving as Executive Officer, Branch Manager
of Nagoya Branch (to present). He has abundant experience and knowledge at the Company, and therefore the Company
nominates him as a candidate for Director.
Osamu Numata
Apr. 1972
Joined Itoman Corporation
Jun. 2002
Executive Officer of SUMIKIN BUSSAN CORPORATION(July 13, 1947)
Apr. 2004
Managing Executive Officer
Jun. 2006
Director and Managing Executive Officer
Reappointment
Director and Senior Managing Executive Officer
OutsideApr. 2007
Representative Director & Vice President
Independent
Jun. 2011
Special Counselor
Jun. 2013
Counselor of NIPPON STEEL & SUMIKIN BUSSAN
Attendance at Board Jun. 2014
CORPORATION (currently NIPPON STEEL TRADING
of Directors meeting:253
CORPORATION)
13/13 meetings
Jun. 2015
Director of the Company (to present)(100%)(Significant concurrent positions)None
Term of office as
Outside Director:
5 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director]
Having held important posts at a general trading company, Mr. Osamu Numata has abundant experience and knowledge
especially in global management and operation. Considering that he has been giving advice to the management team from an
objective and professional point of view, the Company renominates him as a candidate for Outside Director.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He served as Director and Representative Director of NIPPON STEEL & SUMIKIN BUSSAN CORPORATION (currently
NIPPON STEEL TRADING CORPORATION), and resigned from Counselor on June 2015. Although the Company
purchases steel products (materials) from the said company, the transaction amount is less than 0.1% of the annual average
net sales of the most recent three business years of the said company. Therefore, the amount does not affect his
independence.
In addition, the said company owns only 1.0% of the total outstanding shares of the Company, and reasonable period has
passed since he retired from the said company. Therefore, the intention of the said company does not affect the Company, as
well as to his independence.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Joined Mazda Motor Corporation
Joined KITAGAWA SEIKI CO., LTD.
Representative Senior Managing Director
Tentative Corporate Auditor of the Company
Reappointment
OutsideCorporate Auditor (resigned on June 2019)
Independent
Representative Director & President of KITAGAWA SEIKI
CO., LTD. (to present)
Attendance at Board Jun. 2019
Director of the Company (to present)of Directors meeting: (Significant concurrent positions)
10/10 meetings
Representative Director & President of KITAGAWA SEIKI CO., LTD.
(100%)
Masatoshi Uchida(October 27, 1963)

10

Number ofshares of theCompany held

Apr. 1989
Apr. 1997
Jul. 1999
Sep. 2007
Jun. 2008
Jul. 2016

884

Term of office as
Outside Director:
1 year (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director]
Mr. Masatoshi Uchida has abundant experience and knowledge he gained through corporate management. The Company
believes that he will give advice to the management team from an objective and professional point of view and thus
renominates him as a candidate for Outside Director.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He serves as Representative Director & President of KITAGAWA SEIKI CO., LTD. Although the Company purchases
products, etc. from the said company, the transaction amount is less than 0.1% of the annual average net sales of the mostrecent three business years of the said company. Therefore, the amount does not affect his independence.

Notes: 1. The Company has no interest in each candidate for Director and the Company.
2. The numbers of shares in the Company held by each candidate for Director are as of March 31, 2020. They include
shares indirectly held through the Directors’ shareholding association (any fraction less than one share has been roundeddown).
3. Mr. Masaki Kondo is a candidate for new Director.
4. Mr. Osamu Numata and Mr. Masatoshi Uchida are candidates for Outside Directors.
The Company has appointed Mr. Osamu Numata and Mr. Masatoshi Uchida as Independent Directors prescribed by the
Tokyo Stock Exchange and notified the Tokyo Stock Exchange of their appointment.
5. The Company has concluded an agreement with Mr. Osamu Numata and Mr. Masatoshi Uchida respectively to limit
their liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability
pursuant to the said agreement is the amount stipulated by laws and regulations. If the reappointment of Mr. Osamu
Numata and Mr. Masatoshi Uchida are approved as originally proposed, the Company plans to continue the said
agreement with them.

- 11 -

Proposal 3:
Election of Three (3) Corporate Auditors
The term of office of all the three (3) incumbent Corporate Auditors will expire at the conclusion of this
General Meeting of Shareholders. Accordingly, the election of three (3) Corporate Auditors is proposed.
The Board of Corporate Auditors has given its approval to this proposal.
The candidates for Corporate Auditors are as follows:
No.

1

Name
(Date of birth)

Past experience, positions at the Company
and significant concurrent positions

Number ofshares of theCompany held

Apr. 1987
Joined The Hiroshima Bank, Ltd.
Takeshi Nogami
Apr. 2015
General Manager in charge of Eastern Area Headquarters(December 23, 1964)
Apr. 2017
General Manager of Banking Business Planning Division
Apr. 2018
General Manager of Retail Loan Division
New appointment
Apr. 2020
Belonging to Personnel & General Affairs Division (to present)
Outside(Significant concurrent positions)
Independent
None[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Takeshi Nogami has long years of experience at a financial institution, and has extensive knowledge on finance andaccounting. From the perspective of ensuring legality of business execution and decision making, the Company believes that
he will be able to conduct adequate and beneficial audit and thus nominates him as a candidate for Outside Corporate
Auditor.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He is serving as an executive of The Hiroshima Bank, Ltd., and is planned to assume office of full-time Corporate Auditorof the Company in June 2020. Although the said bank is the Company’s main bank, the transaction amount does not affecthis independence. In addition, the said bank owns only 4.6% of the total outstanding shares of the Company. Therefore, theintention of the said bank does not affect the Company, as well as to his independence.

- 12 -

No.

Name(Date of birth)
Junji Kaihara(August 11, 1949)
Reappointment
OutsideIndependent
Attendance at Boardof Directors meeting:
13/13 meetings(100%)

2

3

Past experience, positions at the Company
and significant concurrent positions

Number ofshares of theCompany held

Jul. 1974

Joined Kaihara Textile Mills Ltd. (currently Kaihara
Corporation)
Sep. 1991
Director & Vice President
Apr. 2003
Representative Director & President
May 2014
Representative Director & Vice Chairman (to present)
Jun. 2018
Corporate Auditor of the Company (to present)(Significant concurrent positions)Representative Director & Vice Chairman of Kaihara Corporation
93

Term of office as
Outside Corporate
Auditor:2 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Junji Kaihara has abundant experience and knowledge he gained through corporate management. The Company
believes that he will appropriately audit the management of the Company and thus renominates him as a candidate for
Outside Corporate Auditor.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He is serving as Representative Director & Vice Chairman of Kaihara Corporation. The Company does not have business
relationship with the said company.
Kosuke TairaMar. 1985
Graduated from the Matsushita Institute of Government and(June 6, 1954)
Management
Apr. 1986
Member of Hiroshima Prefectural AssemblyJan. 1987
Director of KURODARUMA CO., LTD. (to present)
Reappointment
OutsideJul. 1997
Audit Committee Member, Hiroshima Prefecture
IndependentMar. 2008
Board Chairman and President of Hiroshima Prefectural School
Lunch Association
Board Chairman of Hiroshima Prefectural School Lunch
Attendance at Board Apr. 2013
Association (to present)of Directors meeting:Jun. 2019
Corporate Auditor of the Company (to present)
9/10 meetings
38(Significant concurrent positions)(90%)
Board Chairman of Hiroshima Prefectural School Lunch Association
Term of office as
Outside Corporate
Auditor:1 year (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Corporate Auditor]
Mr. Kosuke Taira has abundant experience and knowledge he gained through corporate management and important posts invarious organizations. The Company believes that he will appropriately audit the management of the Company and thus
renominates him as a candidate for Outside Corporate Auditor.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He is serving as Director of KURODARUMA CO., LTD. and Board Chairman of Hiroshima Prefectural School Lunch
Association. The Company does not have business relationship with the said company and association.

Notes: 1. The Company has no interest in each candidate for Corporate Auditor and the Company.
2. The numbers of shares in the Company held by each candidate for Corporate Auditor are as of March 31, 2020. They

- 13 -

represent shares held through the Directors’ shareholding association (any fraction less than one share has been roundeddown).
3. Mr. Takeshi Nogami is a candidate for new Corporate Auditor.
4. Mr. Takeshi Nogami, Mr. Junji Kaihara and Mr. Kosuke Taira are candidates for Outside Corporate Auditors.
The Company has appointed Mr. Junji Kaihara and Mr. Kosuke Taira as Independent Auditors prescribed by the Tokyo
Stock Exchange and notified the Tokyo Stock Exchange of their appointment. In addition, as for Mr. Takeshi Nogami,
the Company notified the Tokyo Stock Exchange with the assumption of the approval of this proposal.
5. The Company has concluded an agreement with Mr. Junji Kaihara and Mr. Kosuke Taira respectively to limit their
liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant
to the said agreement is the amount stipulated by laws and regulations. If the reappointment of Mr. Junji Kaihara and Mr.
Kosuke Taira are approved as originally proposed, the Company plans to continue the said agreement with them. In
addition, if the appointment of Mr. Takeshi Nogami is approved as originally proposed, the Company intends toconclude the said agreement with him to limit his liability for damages.

(References)[Independence criteria for Outside Officers]
The Company deems Outside Officers (Outside Directors and Outside Corporate Auditors) lack independence
if they fall under any of the items below.
1. An executive of the Company and the affiliates of the Company (hereinafter collectively referred to as“the Group”) (Note 1)
2. A party who deems the Group as its major transaction partner, or its executive (Note 2)
3. A party who is the major transaction partner of the Group, or its executive (Note 3)
4. A major shareholder of the Company (a party that directly or indirectly owns 10% or more of total voting
rights), or its executive
5. A party that is directly or indirectly owned by the Group for 10% or more of its total voting rights, or its
executive
6. An employee of the auditing firm which is the Accounting Auditor of the Group
7. A consultant, accounting expert or legal expert who receives 10 million Japanese yen or more of cash orother property other than the officer remuneration from the Group for the past three business years
8. A spouse or close relative within the second degree of relationship, or a family member living together
with the significant person (Note 4) who falls under any of items 1 through 7
Note 1:
Note 2:
Note 3:Note 4:“Executive” refers to executives as provided in Article 2, Paragraph 3, Item 6 of the Regulation for
Enforcement of the Companies Act, which includes not only executive directors but also employees,
but excludes Corporate Auditors.
“A party who deems the Group as its major transaction partner” refers to a party who received
payment from the Group for the amount of 2% or more of annual average net sales of the mostrecent three business years of such party.
“A party who is the major transaction partner of the Group” refers to a party who paid the Group forthe amount of 2% or more of annual average net sales of the most recent three business years of theGroup.
“Significant person” refers to director (excluding outside director), executive officer, managing
director of each company and transaction partner, certified public accountant belonging to anauditing firm, and attorney belonging to a law firm.

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