Note: This document has been translated from the Japanese original for reference purposes only. In the event of any
discrepancy between this translation and the Japanese original, the Japanese original shall prevail.
The company is not responsible for the accuracy or completeness of the translation.

(Securities code: 4028)
June 7, 2019
To Those Shareholders with Voting Rights
Kenichi Tanaka
Executive Director, President
ISHIHARA SANGYO KAISHA, LTD.
3-15, Edobori 1-chome, Nishi-ku, Osaka

NOTICE OF THE 96th ORDINARY GENERAL MEETING OF SHAREHOLDERSFirstly, we would like to extend our sincere thanks for your ongoing support.
You are cordially invited to attend the 96th Ordinary General Meeting of Shareholders to be held as follows.
If you are unable to attend the meeting, please exercise your voting rights in writing or via theInternet, etc., by 5:30 p.m. on Wednesday, June 26, 2019, after reading the attached REFERENCE
DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS.
1. Date and Time: 10:00 a.m., Thursday, June 27, 2019 (Reception opens: 9:00 a.m.)
2. Venue: Hall on the 5th floor of Shin-Ishihara Building, Head Office at 3-15, Edobori 1-chome, Nishiku, Osaka(Shin Ishihara Building: Please use Exit 5-B of Higobashi Station, Osaka Metro Yotsubashi
Line.)
3. Objectives of the Meeting
Reports:
1. The Business Report, the Consolidated Financial Statements for the 96th Fiscal Term (from April
1, 2018 to March 31, 2019), and the Audit Reports thereof prepared by the accounting auditors
and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 96th Fiscal Term (from April 1, 2018 toMarch 31, 2019)
Matters to Be Resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Election of Five (5) Directors
Proposal No. 3: Election of Four (4) Audit & Supervisory Board Members
Proposal No. 4: Election of One (1) Substitute Audit & Supervisory Board Member-1-REFERENCE DOCUMENT FOR THE GENERAL MEETING OF SHAREHOLDERS
Proposals and References

Proposal No. 1

Appropriation of Surplus

One of the most important management policies of the Company is to return profits to our shareholders by
improving its corporate value. Our basic principle for dividend distribution is to implement stable dividend
distribution according to our business performance, taking into comprehensive consideration the businesstrends, financial condition, and the need for enhancing internal reserve to reinforce our managementfoundation and business expansion in the future. Unfortunately, however, the Company has suspended
payment of dividends since the fiscal year ended March 2005. We sincerely apologize for theinconvenience that this suspension has caused you, our shareholders.
As a result of company-wide efforts to recover our business performance, upon comprehensive
examination of the above policy, business results for the fiscal year ended March 2019, and the financial
forecasts for the future, we have decided to resume payment of dividends from this fiscal year as follows:
1. Type of dividend property
Cash
2. Matters concerning the allocation of dividend property to shareholders and the total amount thereof
12 yen per share of common stock of the Company
Total: 479,585,880 yen
3. Date on which the dividend of surplus takes effectJune 28, 2019-2-

Election of Five (5) Directors

Proposal No. 2

The terms of office of four (4) directors, Teruaki Matsue, Norihiro Kato, Noriyuki Yonemura, and Hiroshi
Katsumata, will expire at the conclusion of this general meeting of shareholders. Michiyoshi Arata will
leave the office due to resignation.
We therefore propose that five (5) new directors be elected.
The candidates for directors are as follows:
Candidate
No.

Full name

Posts and responsibilities held at the Company

1

Teruaki Matsue
Reappointment

Director, Managing Executive Officer
Director of Corporate Administration & Planning
Headquarters

2

3

4

5

Attendance atBoard of Directors
meetings
100%(18 times /18 meetings)
%( times / meetings)

Yasunobu Kawazoe Managing Executive Officer
Director of Finance & Accounting Headquarters
New
Hideo Takahashi
New
Hiroshi Katsumata
Reappointment
Tatsuo Hanazawa
New

Reappointment

%( times / meetings)

Managing Executive Officer
Director of R&D Strategy Headquarters

100%

Director (Outside Director)(18 times /18 meetings)
%( times / meetings)

Candidate for reappointment

New

Candidate for new Director(Notes)1. The posts and responsibilities held at the Company of the above candidates for directors are as of before this
General Meeting of Shareholders.
2. Nomination of the candidates for Directors is decided at the Board of Directors after consulting the Personnel
Committee, consisting of independent Outside Directors and Outside Audit & Supervisory Board Members.
The Board of Directors nominate the persons who are deemed appropriate as candidates for directors after
comprehensive examination of their personalities, knowledge, abilities, etc. based on the perspective of prompt
and proper decision making.

-3-Candidate No.

1

Teruaki Matsue(Born on December 26, 1955)

Reappointment

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
8,500 shares
Term of office as Director
2 years (at the conclusion of this
General Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1979
Joined the Company
September 2012 Executive Officer, and Acting Director ofBattery Materials Business Development
Headquarters
June 2015
Executive Officer, and Director of Battery
Materials
Business
Development
Headquarters
October 2015 Executive Officer, and Director of Legal &IP Headquarters
June 2016
Managing Executive Officer, and Director of
Legal & IP Headquarters
June 2017
Director, Managing Executive Officer, andDirector of Legal & IP Headquarters
June 2018
Director, Managing Executive Officer, andDirector of Corporate Administration &Planning Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Teruaki Matsue has been engaged in the sales, administration and legal departments, and has
properly made decisions and conducted supervision on important business performance andmanagement based on his abundant experience and achievements. We expect that Mr. Matsue willcontribute to improving the corporate value of the Group by utilizing his experience and knowledge for
the Board of Directors in planning and examining, or supervising the execution of, management
strategies. This resulted in our decision to re-appoint him as a candidate for our Director.
(Note) No special-interest relationships exist between the Company and Mr. Teruaki Matsue.

-4-Candidate No.

2

Yasunobu Kawazoe(Born on August 5, 1958)

New

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
4,600 shares
Term of office as Director
Attendance at Board of Directors
meetings
 times /  meetings (%)April 1982

Joined Long-Term Credit Bank of Japan,
Limited (currently Shinsei Bank, Limited)
April 2012
Executive Officer, General Manager ofInstitutional Credit Management Division,
Shinsei Bank, Limited
April 2015
Managing Executive Officer, Chief Risk
Officer, Head of Risk Management Group,
Shinsei Bank, Limited
April 2016
Managing Executive Officer, Head of Credit
Risk Management, Shinsei Bank, Limited
December 2016 Retired from Shinsei Bank, Limited
January 2017
Advisor to Ishihara Sangyo Kaisha, Ltd.
June 2017Managing Executive Officer, and Director of
Finance & Accounting Headquarters (todate)

 Reason for nomination as a candidate for Director

Mr. Yasunobu Kawazoe has properly performed his duties by making effective use of his abundant
experience and expertise related to finance and accounting that he had cultivated at a financial
institution. This resulted in our decision to appoint him as an appropriate candidate for our new Director.
(Note) No special-interest relationships exist between the Company and Mr. Yasunobu Kawazoe.

-5-

Candidate No.

3

Hideo Takahashi(Born on December 4, 1956)

New

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
6,600 shares
Term of office as Director
Attendance at Board of Directors
meetings
 times /  meetings (%)April 1980
June 2013
June 2014
June 2015
October 2015

June 2018

Joined the Company
Executive Office, and Deputy Director of
R&D Strategy Headquarters
Executive Office, and Acting Director of
R&D Strategy Headquarters
Executive Officer, and Director of R&D
Strategy Headquarters
Executive Officer, Director of R&D Strategy
Headquarters and Battery & Power
Generation
Materials
Development
Promotion Headquarters
Managing Executive Officer, and Director of
R&D Strategy Headquarters (to date) Reason for nomination as a candidate for Director

Mr. Hideo Takahashi has been engaged in research, product development, sales, etc. mainly in the
inorganic chemicals department, and has properly performed his duties based on his extensive
knowledge and experience of business. This resulted in our decisions to appoint him as an appropriate
candidate for our new Director.
(Note) No special-interest relationships exist between the Company and Mr. Hideo Takahashi.

-6-

Candidate No.

4

Hiroshi Katsumata

Reappointment(Born on April 1, 1952)
Candidate for Outside Director

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
1,300 shares
Term of office as Outside Director
2 years (at the conclusion of this
General Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)

April 1977

Joined Ministry of International Trade and Industry(currently Ministry of Economy, Trade and Industry)
February 1995 General Manager of Natural Resources Department,
Chubu Bureau of Trade and Industry
June 1997
Deputy Director-General of Planning Department, New
Energy and Industrial Technology Development
Organization
July 1999
Manager of Environmental Research and Technology
Division,
Planning
andCoordination
Bureau,Environment Agency (currently Ministry of theEnvironment)
December 2000 Manager of Vienna Center, Japan External Trade
Organization
June 2003
Managing Director, Plastic Waste Management InstituteJune 2006
Executive Officer, and Deputy General Manager ofTechnological Affairs Division, Taiyo Nippon Sanso
Corporation
June 2009
Senior Executive Officer, and Deputy General Manager ofTechnological Affairs Division, Taiyo Nippon Sanso
Corporation
June 2011
Senior Executive Officer, and General Manager ofTechnological Affairs Division, Taiyo Nippon Sanso
Corporation
June 2012Managing Director, and General Manager ofTechnological Affairs Division, Taiyo Nippon Sanso
Corporation
June 2014
Senior Managing Director, and General Manager ofTechnological Affairs Division, Taiyo Nippon Sanso
Corporation
June 2015
Director Senior Managing Executive Officer, and General
Manager of Technological Affairs Division, Taiyo Nippon
Sanso Corporation
June 2017
Director, TM Air Co., Ltd.
June 2017
Outside Director of the Company (to date)June 2018
Advisor to TM Air Co., Ltd. (to date)
Major other offices concurrently held
Advisor to TM Air Co., Ltd.

 Reason for nomination as a candidate for Outside Director
Mr. Hiroshi Katsumata, currently serving as Outside Director of the Company, has diverse experience in public
administration, as well as extensive experience and insight as a company manager of an industrial gas business
operator. The expectation that his external perspective from an objective and neutral standpoint would be utilized
to serve in the management of the Company resulted in our decision to re-appoint him as a candidate for our
Outside Director.
(Note) 1. No special-interest relationships exist between the Company and Mr. Hiroshi Katsumata.
2. Mr. Hiroshi Katsumata is a candidate for Outside Director.
3. Pursuant to Article 427 (1) of the Companies Act, the articles of incorporation stipulate that the Company may enter into
an agreement with an Outside Director that sets a limit on the liability for damages under Article 423 (1) of the Companies
Act. The Company has entered into an agreement with limitation of liability (the larger of an amount determined inadvance or an amount ordered by decree, either of which shall be equal to or more than 10 million yen) with Mr. Hiroshi
Katsumata, and will conclude a similar agreement upon his re-election at this General Meeting of Shareholders.
4. Mr. Hiroshi Katsumata has been notified of as an Independent Officer as required by the Tokyo Stock Exchange. If
elected at this General Meeting of Shareholders, he will continue to serve as an Independent Officer.

-7-

Candidate No.

5

Tatsuo Hanazawa

New(Born on April 30, 1951)
Candidate for Outside Director

A brief summary of his career, posts and responsibilities held, andother major offices concurrently held
Number of the Company’s shares held
0 shares

April 1975

Term of office as DirectorAugust 1990

Attendance at Board of Directors
meetings
 times /  meetings (%)May 1992
July 1995
July 1997
July 1999
April 2000
July 2001
July 2002
January 2004

October 2005
April 2006
April 2013

Joined Ministry of Agriculture and Forestry(currently Ministry of Agriculture, Forestry and
Fisheries)
Research Administrator of Administration
Division, Food and Marketing BureauCounselor, Embassy of Japan in People’s Republicof China
Councilor, Cabinet Councilors’ Office in Internal
Affairs, Cabinet Secretariat
Manager of Mountainous and Snowy Regions
Development Division, National Land Agency
Manager of Upland Crop Division, Agricultural
Production Bureau
Deputy Director-General of Hokuriku Regional
Agricultural Administration OfficeDirector-General of Kinki Chugoku Regional
Forest Office
Assistant Vice-Minister, Minister’s Secretariat andLand and Water Bureau, Ministry of Land,
Infrastructure, Transport and Tourism
Director of Selection and Evaluation Committee,
Bio-Oriented Technology Research Advancement
Institution, National Agriculture and Food
Research Organization
Executive Director of Japan Food Industry Center(currently Japan Food Industry Association)
Executive Director of Japan Food Industry Center
and Japan Food Safety Management System
Assessment & Registration Senior Manager
Executive Director of Japan Food Industry
Association

 Reason for nomination as a candidate for Outside Director

Mr. Tatsuo Hanazawa has diverse experience and knowledge of public administration, especially ofagricultural policies both inside and outside Japan. The expectation that his external perspective froman objective and neutral standpoint would be utilized to serve in the management of the Company
resulted in our decision to appoint him as a candidate for our Outside Director.
(Note) 1. No special-interest relationships exist between the Company and Mr. Tatsuo Hanazawa.
2. Mr. Tatsuo Hanazawa is a candidate for Outside Director.
3. Pursuant to Article 427 (1) of the Companies Act, the articles of incorporation stipulate that the Company
may enter into an agreement with an Outside Director that sets a limit on the liability for damages under
Article 423 (1) of the Companies Act. The Company will enter into an agreement with limitation of liability(the larger of an amount determined in advance or an amount ordered by decree, either of which shall beequal to or more than 10 million yen) with Mr. Tatsuo Hanazawa upon his election at this General Meetingof Shareholders.
4. Upon the election of Mr. Tatsuo Hanazawa at this General Meeting of Shareholders, the Company will
appoint him as an Independent Officer as required by the Tokyo Stock Exchange and notify the TSE of hiselection.

-8-

Election of Four (4) Audit & Supervisory Board
Members

Proposal No. 3

The terms of office of all of the three (3) Audit & Supervisory Board Members will expire at the conclusionof this general meeting of shareholders.
We propose that the number of Audit & Supervisory Board Members be increased by one to enhance andimprove our audit structure, and therefore four (4) new Audit & Supervisory Board Members be elected.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Members are as follows:
CandidateNo.

1

Full name

Taizo Kato

Posts and responsibilities held at theCompany

Audit & Supervisory Board Member

Reappointment
2

3Michiyoshi ArataNew
Yoshitaka Akikuni
Reappointment

4

Masaaki Harima
Reappointment

Reappointment

Director, Senior Managing Executive
Officer
Director of Corporate Administration& Planning and Legal & IP

Attendance atBoard ofDirectors
meetings

Attendance at
Audit &
Supervisory
Board meetings

100%

100%

(18 times /18 meetings)(15 times /15 meetings)

100%(18 times /18 meetings)



Audit & Supervisory Board Member(Outside Audit & Supervisory Board
Member)

100%

100%

(18 times /18 meetings)(15 times /15 meetings)

Audit & Supervisory Board Member(Outside Audit & Supervisory Board
Member)

100%

100%

(18 times /18 meetings)(15 times /15 meetings)

Candidate for reappointment

New

Candidate for new Audit &Supervisory
Board Member(Notes) 1. The posts and responsibilities held at the Company of the above candidates for Audit & Supervisory Board
Members are as of before this General Meeting of Shareholders.
2. Nomination of the candidates for Audit & Supervisory Board Members is decided at the Board of Directors
after consulting the Personnel Committee, consisting of Independent Outside Directors and Outside Audit& Supervisory Board Members.
The Board of Directors nominate the persons who are deemed appropriate as candidates for Audit &Supervisory Board Members after comprehensive examination of their personalities, knowledge, abilities,
etc. based on the perspective of prompt and proper decision making.

-9-Candidate No.

1

Taizo Kato

(Born on May 24, 1955)

Reappointment

A brief summary of his career and posts held, and other major offices
concurrently held
Number of the Company’s shares held
7,600 shares
Term of office as Audit & Supervisory
Board Member
3 years (at the conclusion of this
General Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)
Attendance at Audit &Supervisory Board meetings
15 times / 15 meetings (100%)

April 1979
February 2009
June 2011
February 2013
April 2016
June 2016

Joined the Company
Seconded to ISK Engineering Corporation(as Executive Officer)
Auditor of Office of Internal Audit
General Manager of Office of Internal Audit
Auditor of Office of Internal Audit
Audit & Supervisory Board Member of theCompany (to date)

Major other offices concurrently held
Audit & Supervisory Board Member, Ishihara Techno
Corporation
Audit & Supervisory Board Member, ISK Biosciences
K.K.
Audit & Supervisory Board Member, Fuji Titanium
Industry Co., Ltd.

 Reason for nomination as a candidate for Audit and Supervisory Board Member

Mr. Taizo Kato, currently serving as Audit & Supervisory Board Member of the Company, has a great
deal of experience in internal auditing at the Company, which endorses our expectation that he has theability to properly supervise and audit the management of the Company from an objective standpoint.
We therefore decided to re-appoint him as a candidate for our Audit & Supervisory Board Member.
(Note) No special-interest relationships exist between the Company and Mr. Taizo Kato.

- 10 -

Candidate No.

2

Michiyoshi Arata(Born on August 15, 1951)

New

A brief summary of his career and posts held, and other major offices
concurrently held
Number of the Company’s shares held
15,700 shares
Term of office as Audit & Supervisory
Board MemberAttendance at Board of Directors
meetings
18 times / 18 meetings (100%)
Attendance at Audit &Supervisory Board meetings
 times /  meetings (%)April 1975
June 2006
June 2007

Joined the Company
Executive Officer
Managing Executive Officer, and Deputy
Director of Corporate Administration &Planning Headquarters
September 2007 Managing Executive Officer, and Director of
Corporate Administration & Planning
Headquarters
June 2008
Director, Managing Executive Officer, andDirector of Corporate Administration &Planning Headquarters
June 2012
Director, Managing Executive Officer, andDirector of Corporate Administration &Planning Headquarters and Director of Legal& IP Headquarters
June 2013
Director, Managing Executive Officer, andDirector of Corporate Administration &Planning Headquarters
June 2016
Director, Senior Managing Executive
Officer, Inorganic Chemicals Business, andDirector of Corporate Administration &Planning Headquarters
June 2018
Director, Senior Managing Executive
Officer, Corporate Administration &Planning and Legal & IP (to date) Reason for nomination as a candidate for Audit and Supervisory Board Member

Mr. Michiyoshi Arata has been involved in management as Director in the Corporate Administration
and Planning department for many years, and has made decisions on and conducted supervision ofimportant business performance and management based on his experience and achievements. Although
he will retire as Director upon the conclusion of this General Meeting of Shareholders, we decided tonominate Mr. Arata as Audit & Supervisory Board Member based on the expectation that his experienceand knowledge would be effectively utilized for auditing of the Company.
(Note) No special-interest relationships exist between the Company and Mr. Michiyoshi Arata.

- 11 -

Candidate No.

3

Yoshitaka Akikuni

Reappointment(September 21, 1953)
Candidate for Outside Audit & Supervisory Board Member

A brief summary of his career and posts held, and other major offices
concurrently held
Number of the Company’s shares held
3,200 shares
Term of office as Outside Audit &Supervisory Board Member
4 years (at the conclusion of this
General Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)
Attendance at Audit &Supervisory Board meetings
15 times / 15 meetings (100%)

April 1976
July 2001
June 2006
April 2008
June 2009
April 2011
June 2011
June 2012
June 2014
June 2015

Joined the Daiwa Bank, Limited (currently
Resona Bank, Limited)
General Manager of Pension TrustManagement
Dept.,
Trust
AssetsManagement Dept., Daiwa Bank
Executive Officer of Resona Trust &Banking Co., Ltd.
Executive Officer of Resona Bank, Limited
Director of J and S Insurance Service Co.,Ltd.
Auditor of Osaka Electro-Communication
University
Outside Audit & Supervisory Board Memberof Japan Trustee Services Bank, Ltd.
Outside Audit & Supervisory Board Memberof Fuso Chemical Co., Ltd.
Outside Audit & Supervisory Board Memberof Kokusai Aeromarine Co., Ltd.
Outside Audit & Supervisory Board Memberof the Company (to date)

Major other offices concurrently held
Audit & Supervisory Board Member, Ishihara Techno
Corporation
Audit & Supervisory Board Member, ISK Biosciences K.K.
Audit & Supervisory Board Member, Fuji Titanium
Industry Co., Ltd.
Audit & Supervisory Board Member, Ishihara Engineering
Partners Corporation
 Reason for nomination as a candidate for Outside Audit and Supervisory Board Member

Mr. Yoshitaka Akikuni, currently serving as Outside Audit & Supervisory Board Member, has wideranging knowledge and insights cultivated during his service at financial institutions, and a wealth ofexperience as a corporate auditor at a chemical business company, etc. The expectation that his external
perspective from an objective and neutral standpoint would be utilized to serve in the auditing of theCompany resulted in our decision to re-appoint him as a candidate for our Outside Audit & Supervisory
Board Member.
(Notes) 1. No special-interest relationships exist between the Company and Mr. Yoshitaka Akikuni.
2. Mr. Yoshitaka Akikuni is a nominee for Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427 (1) of the Companies Act, the articles of incorporation stipulate that the Company
may enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on theliability for damages under Article 423 (1) of the Companies Act. The Company has entered into anagreement with limitation of liability (the larger of an amount determined in advance or an amount ordered
by decree, either of which shall be equal to or more than 10 million yen) with Mr. Yoshitaka Akikuni, andwill conclude a similar agreement upon his re-election at this General Meeting of Shareholders.

- 12 -

Candidate No.

4

Masaaki Harima(Born on December 9, 1950) Reappointment
Candidate for Outside Audit & Supervisory Board Member

A brief summary of his career and posts held, and other major offices
concurrently held
Number of the Company’s shares held
3,800 shares
Term of office as Outside Audit &Supervisory Board Member
8 years (at the conclusion of this
General Meeting of Shareholders)
Attendance at Board of Directors
meetings
18 times / 18 meetings (100%)
Attendance at Audit &Supervisory Board meetings
15 times / 15 meetings (100%)

April 1977
April 1980

Assistant Judge of the Osaka District Court
Assistant Judge of the Fukushima
District/Family Courts, Judge of the
Fukushima Summary Court
May 1981
Admitted to the bar (Osaka Bar Association)
September 1987 Opened Harima Law Office
April 2000
Opened Fushimicho Law Office
April 2010
Chairman of the Osaka City Commission for
Fair Duty Examination
June 2011
Outside Audit & Supervisory Board Memberof the Company (to date)
March 2012
Public Member of the Osaka Labor
Commission
March 2014
Chairman of the Osaka Labor Commission
June 2014
Member of the Independent Committee,
Toyobo Co., Ltd. (to date)November 2018 Member of Osaka Prefectural Pollution
Review Board (to date)
Major other offices concurrently held
Attorney-at-law
Audit & Supervisory Board Member, Ishihara Engineering
Partners Corporation
Member of the Independent Committee, Toyobo Co., Ltd.
Member of Osaka Prefectural Pollution Review Board Reason for nomination as a candidate for Outside Audit and Supervisory Board Member

Mr. Masaaki Harima, currently serving as Outside Audit & Supervisory Board Member of the Company,
has professional knowledge cultivated as an attorney-at-law and abundant experience related tocorporate legal affairs. The expectation that his external perspective from an objective and neutral
standpoint would be utilized to serve in the auditing of the Company resulted in our decision to reappoint him as a candidate for our Outside Audit & Supervisory Board Member.
(Notes) 1. No special-interest relationships exist between the Company and Mr. Masaaki Harima.
2. Mr. Masaaki Harima is a nominee for Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427 (1) of the Companies Act, the articles of incorporation stipulate that the Company
may enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on theliability for damages under Article 423 (1) of the Companies Act. The Company has entered into anagreement with limitation of liability (the larger of an amount determined in advance or an amount ordered
by decree, either of which shall be equal to or more than 10 million yen) with Mr. Masaaki Harima, andwill conclude a similar agreement upon his re-election at this General Meeting of Shareholders.

- 13 -

Proposal No. 4

Election of One (1) Substitute Audit & Supervisory
Board Member

At the 95th Ordinary General Meeting of Shareholders held on June 28, 2018, Mr. Yasuhiro Koike waselected as a substitute Audit & Supervisory Board Member. His term of office will terminate at the time ofthe start of the forthcoming General Meeting of Shareholders. Therefore, one (1) substitute Audit &Supervisory Board Member shall be appointed anew in the case that a vacancy occurs in the statutory
number of auditors.
This proposal has obtained the consent of the Audit & Supervisory Board.
The candidate for substitute Audit & Supervisory Board Member is as follows:

Yasuhiro Koike

Reappointment(Born on July 31, 1962)
Candidate for substitute Outside Audit & Supervisory Board
MemberA brief summary of his career and posts held, and other major offices
concurrently held

Number of the Company’s shares held
0 shares

April 1991
April 1998
April 2004
April 2012
April 2019

Admitted to the bar (Osaka Bar Association)
Opened Koike Law OfficeOpened Ohara & Koike Law OfficeVice-president of Osaka Bar Association
Executive Governor of Japan Federation of
Bar Associations (to date)

Major other offices concurrently held
Attorney-at-law
Executive Governor of Japan Federation of Bar
Associations

 Reason for nomination as candidate for substitute Outside Audit & Supervisory Board Member

Mr. Yasuhiro Koike has professional knowledge and experience of legal practice and sufficient insightin corporate management, which endorses the view that he has the ability to carry out his professional
duties as a substitute Outside Audit & Supervisory Board Member from an independent and unbiased
perspective.
(Notes) 1. No special-interest relationships exist between the Company and Mr. Yasuhiro Koike.
2. Mr. Yasuhiro Koike is a nominee for a substitute Outside Audit & Supervisory Board Member.
3. Pursuant to Article 427 (1) of the Companies Act, the articles of incorporation stipulate that the Company
may enter into an agreement with an Outside Audit & Supervisory Board Member that sets a limit on theliability for damages under Article 423 (1) of the Companies Act. The Company will enter into anagreement with limitation of liability (the larger of an amount determined in advance or an amount ordered
by decree, either of which shall be equal to or more than 10 million yen) with Mr. Yasuhiro Koike if he isappointed as an Audit & Supervisory Board Member.

- 14 -

(Reference)
Criteria for the Independence of Outside Officers at the Company
An Outside Director or Outside Audit & Supervisory Board Member shall be deemed independent if
he/she falls under none of the following criteria:
1. A person who is or was within the past 10 years an executive of business*1 of the corporate groupcomposed of the Company and its subsidiaries (hereinafter, “the Group”)
2. A person who is or was within the past five years a major shareholder (holding 10% or more of total
voting rights) of the Company or an executive of business thereof
3. A person who is a client of the Group and whose transactions with the Group exceeded 2% of theconsolidated annual sales of the Group in one of the recent three business years, or the executive of
business thereof
4. A person for whom the Group is a client and whose transactions with the Group exceeded 2% of its
consolidated annual sales in one of its recent three business years, or the executive of business thereof
5. An accounting professional, legal professional, or other consultant or a member of a group thereof who
receives from the Group a large amount of money or other financial benefit*2 besides the officer’s
remuneration
6. A person who receives or has received within the past three years a large amount of donation or otherassistance*3 from the Group, or the executive of business thereof
7. A spouse or a relative within the second degree of kinship of any person who falls under any of thecriteria 1 through 6 above, or a relative who lives with such a person.
(Notes) 1: The “executive of business” refers to the person defined in Article 2, paragraph 3 (6) of theOrdinance for Enforcement of the Companies Act.
2: “A large amount of money or other financial benefit” refers to over 10 million yen of regular annualcompensation on average over the past three years.
3: “A large amount of donation or other assistance” refers to over 10 million yen of an annual total
amount of donation or assistance.

- 15 -