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 6, 2023
(Date of commencement of measures for electronic provision: June 1, 2023)
To Shareholders with Voting Rights:
Yuji Kitagawa
Representative Director & Chairman
and President and Executive Officer
Kitagawa Corporation
77-1, Motomachi, Fuchu-shi, Hiroshima,
Japan

Notice of the 113th Annual General Meeting of Shareholders
We cordially announce that the 113th Annual General Meeting of Shareholders of Kitagawa Corporation(the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, measures for electronic provision have been taken for
information contained in the reference documents for the general meeting of shareholders, etc. (matters to beprovided electronically) and the matters to be provided electronically are posted as “Notice of the 113th
Annual General Meeting of Shareholders” on the Company’s website on the internet. Please access theCompany’s website indicated below and review the notice.
The Company’s website: https://www.kiw.co.jp/ir/meeting.html
In addition to the above, the information is also available on the Tokyo Stock Exchange (TSE) website on
the internet.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the Company’s name “Kitagawa Corporation” in the “Issue name(company name)” field or the Company’s securities code “6317” in the “Code” field and click “Search,” select“Basic information,” then “Documents for public inspection/PR information,” click the “Click here foraccess” button below “Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting,” and select “Notice of the 113th Annual General Meeting of Shareholders.”
If you are not attending the meeting in person, you may otherwise exercise your voting rights in writing or
via the internet. Please review the Reference Documents for the General Meeting of Shareholders, andexercise your voting rights in accordance with the Guidance for Exercise of Voting Rights (pages 3 and 4) nolater than 4:50 p.m. on Thursday, June 22, 2023, Japan time.
1. Date and Time:

Friday, June 23, 2023 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 Audit and Supervisory Committee’s Reports on Consolidated
Financial Statements for the 113th term (from April 1, 2022 until March 31,
2023)
-1-

2. Non-consolidated Financial Statements for the 113th term (from April 1,
2022 until March 31, 2023)

Proposals to be resolved:
Proposal 1:
Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 2:
Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member- 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.
- For this year’s General Meeting of Shareholders, documents including matters to be provided electronically will besent to all shareholders with voting rights, including the shareholders who requested the paper copy. In accordancewith the applicable laws and regulations and the provisions of Article 16 of the Company’s Articles of Incorporation,such documents do not include the following matters.
(i) “Systems for Ensuring the Appropriateness of Operations and Status of Implementation of Those Systems” of theBusiness Report(ii) Notes to the Consolidated Financial Statements, (iii) Notes to the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
included in such documents are part of the documents that have been audited by the Accounting Auditor and the Audit
and Supervisory Committee in preparing their respective audit reports.
- If any changes are made to the matters to be provided electronically, matters before correction and matters after
correction will be posted on the Company’s website and the Tokyo Stock Exchange’s website on the internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and Reference Matters:
Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit and Supervisory Committee
Members)
The terms of office of all five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this General Meeting of Shareholders. Accordingly, theelection of five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members),
including two (2) Outside Directors, is proposed.
The Audit and Supervisory Committee examined this proposal but did not express any opinion.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows:
No.

Current positions and responsibilities at theCompany

Attendance at
the Board of
Directors

Male

Representative Director & Chairman andPresident and Executive Officer,
General Manager of Development Division

14/14(100%)
14/14(100%)
14/14(100%)

Name

1

Yuji
Kitagawa

2

Hiroshi
Kitagawa

Reappointment

Male

Representative Director & Vice Chairman andExecutive Officer,
General Manager of Business Management
Division

3

Hiroo
MondenReappointment

Male

Director & Senior Executive Officer,
General Manager of Corporate Planning Office,Business Management Division

4

MisakoNishikawa

Reappointment
OutsideFemale Director
Independent

5

Yasuhiro
Sugiguchi

New appointment
OutsideMale
Independent

Reappointment

Part-time Advisor

-3-

14/14
(100%)

-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Sep. 1983
Jun. 1991
Apr. 1995
Apr. 1997
Apr. 1999
Apr. 2001
Apr. 2016

1

Joined the Company
Director
Managing Director
Senior Managing Director
Representative Senior Managing Director
Yuji Kitagawa
Representative Director & President(April 1, 1957)
Representative Director & President, General Manager ofMachine Tool Accessories Division
Reappointment
Representative Director & Chairman and President
Apr. 2018
Male
Representative Director & Chairman and President, General
Apr. 2022
136,229
Manager of Development Division
Representative Director & Chairman and President andAttendance at Board Jun. 2022
Executive Officer, General Manager of Development Divisionof Directors meeting:(to present)
14/14 meetings(Significant concurrent positions)(100%)
Representative Director & President of KITAGAWA REIKI CO., LTD.
Representative Director & Chairman of KITAGAWA MACHINERYCORPORATION
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, Mr. Yuji Kitagawa has held important positions at the Company. He is currently Representative
Director & Chairman and President and Executive Officer, General Manager of Development Division and has led theGroup with his strong leadership, and 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. 1981
Jun. 1993
Apr. 1997
Apr. 2001
Apr. 2009

2

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
Hiroshi Kitagawa Jun. 2012
Representative Director & Vice President(December 12, 1958)
Seconded as Representative Director & President of
KITAGAWA MEXICO, S.A. DE C.V.
Reappointment
Representative Director & Vice President, General Manager ofApr. 2015
Male
Synthetic Materials Division
19,556
Seconded as Representative Director & President of
KITAGAWA MEXICO, S.A. DE C.V.
Attendance at Board
Representative Director & Vice President, General Manager ofof Directors meeting: Apr. 2017
Synthetic Materials Division
14/14 meetings
Representative Director & Vice Chairman, President ofApr. 2018(100%)
Kitagawa Material Technology Company
Apr. 2021
Representative Director & Vice Chairman, General Manager ofBusiness Management DivisionJun. 2022
Representative Director & Vice Chairman and Executive Officer,
General Manager of Business Management Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Hiroshi Kitagawa has held important positions as President of Kitagawa Material
Technology Company and President of the Thai and Mexican subsidiaries. He is currently serving as Representative
Director & Vice Chairman and Executive Officer, General Manager of Business Management Division and 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.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1978
Apr. 1997

3

Number ofshares of theCompany held

Joined The Daiei, Inc.
General Manager of Financial Planning Department, Financial
Division
Apr. 2006
General Manager of Administrative Division
Apr. 2008
Joined the Company as Deputy General Manager of Business
Management Division
General Manager of General Affairs Department, Business
Apr. 2009
Hiroo Monden
Management Division(July 4, 1955)
Executive Officer, General Manager of Accounting
Apr. 2012
Department, Business Management Division
Reappointment
Executive Officer, Vice President of Kitagawa Material
Apr. 2018
Male
6,190
Technology Company
Executive Officer, General Manager of Accounting
Apr. 2020
Attendance at Board
Department, Business Management Divisionof Directors meeting:Director & Executive Officer, General Manager of Accounting
Jun. 2021
14/14 meetings
Department, Business Management Division(100%)
Director & Senior Executive Officer, General Manager ofJun. 2022
Accounting Department, Business Management Division
Director & Senior Executive Officer, General Manager ofApr. 2023
Corporate Planning Office, Business Management Division (topresent)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Leveraging the abundant experience and broad knowledge gained in the retail finance sector, Mr. Hiroo Monden had served
as General Manager of General Affairs Department, General Manager of Accounting Department and Vice President of
Kitagawa Material Technology Company since he joined the Company. He is currently serving as General Manager ofCorporate Planning Office and has abundant experience at the Company, expertise in overall management in the
manufacturing industry, and knowledge about business management and operation. The Company therefore renominates
him as a candidate for Director.

-5-

No.

Name
(Date of birth)
Misako Nishikawa(October 11, 1967)
Reappointment
FemaleOutsideIndependent

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Jun. 1994
Joined Chugoku Productivity CenterFeb. 2016
General Manager (to present)
Jun. 2021
Director of the Company (to present)(Significant concurrent positions)
None

Attendance at Boardof Directors meeting:
14/14 meetings(100%)

4

Number ofshares of theCompany held

214

Term of office as
Outside Director:
2 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Ms. Misako Nishikawa has conducted thorough research on human resource development and organizational revitalization
at Chugoku Productivity Center and is currently engaged as an expert advisor of organizational revitalization in the humanresource development and quality management field. Based on her expertise mentioned above, the Company expects that
she will present advice and suggestions to the management team from an objective and neutral viewpoint and contribute to
the enhancement of the Company’s management quality even though she does not have prior experience of direct
involvement in corporate management. She is judged to be capable of contributing to strengthening the efficiency of theBoard of Directors’ decision-making and supervisory functions from a standpoint independent from the management team.
The Company therefore renominates her as a candidate for Outside Director.
[Matters regarding independence]
Since she satisfies the Company’s independence criteria, the Company believes that she has independence.
She executes business at Chugoku Productivity Center. Although the Company is a member of the Chugoku Management
Quality Council at the Center, where newly appointed managers of the Company attend management quality programs
every year, the transaction amount is less than 2% of the annual average net sales of the most recent three business years of
the Center. Therefore, the Company judges that the amount does not affect the Company’s independence criteria.

-6-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Apr. 1979

5

Joined Itoman Co., Ltd. (currently NIPPON STEEL TRADINGCORPORATION)
Jun. 2008
Executive Officer, Sumikin Bussan Corporation (currently
NIPPON STEEL TRADING CORPORATION)
Jun. 2011
Executive Officer, Sumikin Bussan Corporation (currently
NIPPON STEEL TRADING CORPORATION)
President and Representative Director, SUMIKIN BUSSAN
Yasuhiro Sugiguchi
MATEX CO., LTD. (currently NIPPON STEEL TRADING(March 12, 1957)
MATEX CO., LTD.)
Oct. 2013
Executive Officer, NIPPON STEEL TRADING
New appointment
CORPORATION
MalePresident and Representative Director, NIPPON STEEL &OutsideSUMIKIN BUSSAN MATEX CO., LTD. (currently NIPPON
Independent
STEEL TRADING MATEX CO., LTD.)
Apr. 2015
Managing Executive Officer, NIPPON STEEL TRADINGCORPORATION
Jun. 2016
Director, Managing Executive Officer, NIPPON STEELTRADING CORPORATION
Jun. 2021
Advisor, NIPPON STEEL TRADING CORPORATION
Aug. 2022
Part-time Advisor of the Company (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Yasuhiro Sugiguchi has abundant experience and knowledge gained through corporate management. In his current
position as a part-time advisor of the Company, he has presented advice and suggestions to the management team from an
objective and neutral point of view, and the Company expects that he will contribute to the enhancement of the Company’s
corporate value. He is judged to be capable of contributing to strengthening the efficiency of the Board of Directors’decision-making and supervisory functions from a standpoint independent from the management team. The Company
therefore nominates him as a new 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 of NIPPON STEEL TRADING CORPORATION, Representative Director of its subsidiary, and otherkey positions, and retired from his position as Advisor of NIPPON STEEL TRADING CORPORATION in June 2022.
Although the Company purchases steel products (materials) from said company, the transaction amount is less than 2% of
the annual average net sales of the most recent three business years of said company. Therefore, the Company judges thatthe amount does not affect the Company’s independence criteria.
In addition, said company owns only 1.0% of the total outstanding shares of the Company and time has passed since hisretirement from said company. Therefore, the intention of said company does not affect the Company, as well as to his
independence.

Notes: 1. There are no special interests between each candidate and the Company.
2. The numbers of shares in the Company held by each candidate are as of March 31, 2023. They include shares indirectly
held through the Directors’ shareholding association and the employee shareholding association (any fraction less than
one share has been rounded down).
3. Ms. Misako Nishikawa and Mr. Yasuhiro Sugiguchi are candidates for Outside Directors.
The Company has registered Ms. Misako Nishikawa as an Independent Director with the Tokyo Stock Exchange inaccordance with the rules of said Exchange. If the reelection of Ms. Misako Nishikawa is approved, the Company plans
to continue to appoint her as an Independent Director. Mr. Yasuhiro Sugiguchi satisfies the requirements for being an
Independent Director in accordance with the rules of the Tokyo Stock Exchange and the Company plans to register him
as an Independent Director with said Exchange.
4. Mr. Yasuhiro Sugiguchi has served as an officer who is not an executive (non-executive director) of KITAGAWAMEXICO, S.A. DE C.V., a subsidiary of the Company, and of KITAGAWA-NORTHTECH INC., one of the specified
associated service providers of the Company (excluding subsidiaries of the Company), in the past 10 years.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Ms. Misako
Nishikawa to limit her liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum
amount of liability pursuant to said agreement is the amount provided for in Article 425, Paragraph 1 of the Companies-7-Act. If the reelection of Ms. Misako Nishikawa is approved, the Company plans to continue said agreement with her. If
the election of Mr. Yasuhiro Sugiguchi is approved, the Company plans to conclude the same agreement with him.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages to be borne by the insured that may
arise from the insured directors and officers assuming liability in connection with the execution of their duties or
through receiving claims pertaining to the pursuit of such liability; provided, however, there are certain exemptions. For
example, any damage caused as a result of knowingly engaging in conduct that is in violation of laws and regulations
shall not be covered. Candidates that are elected to assume the office of Director will be insured under said agreement.
The Company plans to renew said agreement under the same terms and conditions at the time of the next renewal.

-8-Proposal 2:

Election of One (1) Substitute Director who is an Audit and Supervisory Committee
MemberMr. Masatoshi Uchida who was elected as a substitute Director who is an Audit and Supervisory
Committee Member at the 112th Annual General Meeting of Shareholders held on June 24, 2022 notified theCompany of his intention to resign at the conclusion of this Annual General Meeting of Shareholders and will
resign.
Accordingly, the election of one (1) substitute Director who is an Audit and Supervisory Committee
Member is proposed to provide for the case where the number of incumbent Directors who are Audit andSupervisory Committee Members falls below the number stipulated in laws and regulations.
The nomination of the candidate for substitute Director who is an Audit and Supervisory Committee
Member has been subject to deliberation in the Board of Directors meeting which consists of a majority of
Outside Directors. The Audit and Supervisory Committee has also given its consent for the submission of this
proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Past experience, positions and responsibilities at the Company
and significant concurrent positions

Number ofshares of theCompany held

Joined Itoman Co., Ltd. (currently NIPPON STEEL TRADINGCORPORATION)
Jun. 2008
Executive Officer, Sumikin Bussan Corporation (currently
NIPPON STEEL TRADING CORPORATION)
Jun. 2011
Executive Officer, Sumikin Bussan Corporation (currently
NIPPON STEEL TRADING CORPORATION)
President and Representative Director, SUMIKIN BUSSAN
MATEX CO., LTD. (currently NIPPON STEEL TRADING
MATEX CO., LTD.)
Oct. 2013
Executive Officer, NIPPON STEEL TRADINGCORPORATION
President and Representative Director, NIPPON STEEL &SUMIKIN BUSSAN MATEX CO., LTD. (currently NIPPONSTEEL TRADING MATEX CO., LTD.)
Apr. 2015
Managing Executive Officer, NIPPON STEEL TRADINGCORPORATION
Jun. 2016
Director, Managing Executive Officer, NIPPON STEELTRADING CORPORATION
Jun. 2021
Advisor, NIPPON STEEL TRADING CORPORATION
Aug. 2022
Part-time Advisor of the Company (to present)(Significant concurrent positions)
None

-

Name
(Date of birth)
Apr. 1979

Yasuhiro Sugiguchi(March 12, 1957)
Male
OutsideIndependent-9-

[Reason for nomination as a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member and outline of expected roles]
Mr. Yasuhiro Sugiguchi has abundant experience and knowledge gained through corporate management. In his
current position as a part-time advisor of the Company, he has presented advice and suggestions to the management
team from an objective and neutral point of view. He is judged to be capable of contributing to strengthening theefficiency of the Board of Directors’ decision-making and supervisory functions from a standpoint independent fromthe management team. The Company therefore nominates him as a candidate for substitute Outside Director who is an
Audit and Supervisory Committee Member. The Company expects that, after his election, he will take advantage of
his experience and knowledge to conduct proper and beneficial audits.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He served as Director of NIPPON STEEL TRADING CORPORATION, Representative Director of its subsidiary,and in other key positions, and retired from his position as Advisor of NIPPON STEEL TRADING CORPORATION
in June 2022. Although the Company purchases steel products (materials) from said company, the transaction amountis less than 2% of the annual average net sales of the most recent three business years of said company. Therefore, theCompany judges that the amount does not affect the Company’s independence criteria.
In addition, said company owns only 1.0% of the total outstanding shares of the Company and time has passed since
his retirement from said company. Therefore, the intention of said company does not affect the Company, as well as
to his independence.
Notes: 1. If Proposal 1: Election of Five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)
is approved and resolved as proposed, the candidate will assume the office of a Director (excluding a Director who is an
Audit and Supervisory Committee Member), but if the number of incumbent Directors who are Audit and Supervisory
Committee Members falls below the number stipulated in laws and regulations, he will resign as Director (excluding a
Director who is an Audit and Supervisory Committee Member) and assume the office of Director who is an Audit andSupervisory Committee Member.
2. There are no special interests between the candidate and the Company.
3. Mr. Yasuhiro Sugiguchi is a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member.
Mr. Yasuhiro Sugiguchi satisfies the requirements for being an Independent Director in accordance with the rules of theTokyo Stock Exchange and the Company plans to register him as an Independent Director with said Exchange.
4. The candidate has served as an officer who is not an executive (non-executive director) of KITAGAWA MEXICO, S.A.
DE C.V., a subsidiary of the Company, and of KITAGAWA-NORTHTECH INC., one of the specified associated service
providers of the Company (excluding subsidiaries of the Company), in the past 10 years.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company plans to conclude an agreement with thecandidate to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to said agreement is the amount provided for in Article 425, Paragraph 1 of the Companies Act.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages to be borne by the insured that may
arise from the insured directors and officers assuming liability in connection with the execution of their duties or
through receiving claims pertaining to the pursuit of such liability; provided, however, there are certain exemptions. For
example, any damage caused as a result of knowingly engaging in conduct that is in violation of laws and regulations
shall not be covered. Candidates that are elected to assume the office of Director will be insured under said agreement.
The Company plans to renew said agreement under the same terms and conditions at the time of the next renewal.

- 10 -

Reference: Skills Matrix of the Candidates for Director
The table below shows the composition of the Board of Directors and the main expertise and experience of the Directors should
Proposal 1 be approved and resolved by this Annual General Meeting of Shareholders as proposed.

Category

Name

Yuji
Kitagawa
Directors(excluding
Directors who
are Audit andSupervisory
Committee
Members)

Hiroshi
Kitagawa

Corporate
Management

Sales/
MarketingGlobalExperience

●

●

●

●

Finance &Accounting

Production/
Technology

●

●

●

●

●

Hiroo

●

MondenMisako●Nishikawa
Yasuhiro
Sugiguchi

●

●

●

Junji
Kaihara●●●

Kosuke

●
●

●

Taira

●
●

●

Nogami●* The table above is not an exhaustive indication of the knowledge, experience, and abilities of the candidates for Director.

- 11 -HR
Development/& Diversity●●

Takeshi
Directors who
are Audit andSupervisory
Committee
Members

Legal/
Compliance●●(References)[Independence criteria for Outside Officers]
The Company deems Outside Officers 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.

- 12 -