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 7, 2022
To Shareholders with Voting Rights:
Yuji Kitagawa
Representative Director & Chairman
and President
Kitagawa Corporation
77-1, Motomachi, Fuchu-shi, Hiroshima,
Japan

Notice of the 112th Annual General Meeting of Shareholders
We cordially announce that the 112th Annual General Meeting of Shareholders of Kitagawa Corporation(the “Company”) will be held as described below.
In lieu of attending the meeting in person, you may otherwise exercise your voting rights in writing or
via the internet. Please review the attached Reference Documents for the General Meeting of
Shareholders, and exercise your voting rights in accordance with the Guidance for Exercise of Voting
Rights (pages 3 and 4) no later than 4:50 p.m. on Thursday, June 23, 2022, Japan time.
1. Date and Time:

Friday, June 24, 2022 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 112th term (from April 1, 2021 until March 31,2022)
2. Non-consolidated Financial Statements for the 112th term (from April 1,
2021 until March 31, 2022)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 4:
Election of Three (3) Directors who are Audit and Supervisory Committee
Members
Proposal 5:
Election of One (1) Substitute Director who is an Audit and Supervisory
Committee Member
Proposal 6:
Setting of Remuneration Amount for Directors (excluding Directors who
are Audit and Supervisory Committee Members)
Proposal 7:
Setting of Remuneration Amount for Directors who are Audit andSupervisory Committee Members
Proposal 8:
Determination of Remuneration for Granting Restricted Shares to
Directors (excluding Directors who are Audit and Supervisory Committee
Members)-1-

- 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) “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 appendix of this Notice is part of the Business Report, Consolidated Financial Statements andNon-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,
the Consolidated Financial Statements or the Non-consolidated Financial Statements, it will be posted on the
Company’s website on the Internet.
- In an effort to prevent the spread of infection, we ask our shareholders to exercise their voting rights in advance inwriting or via the internet when possible and refrain from attending this General Meeting of Shareholders- Shareholders attending the meeting are expected to give careful consideration to other shareholders including
bringing and wearing masks as well as practicing proper cough etiquette. In the venue, please use alcohol disinfectant
available near the reception. We will check attendees’ body temperature using a non-contact thermometer or othermedical device around the entrance of the venue. We may limit the entry of shareholders who are found to have afever and not in good physical condition, as well as those who are refused to cooperate with our measures to prevent
infection including wearing masks.
- The number of seats at the venue may be limited in order to provide sufficient space between attendees. Because ofthis, please note that some of those attending on the day of the meeting may be refused entry to the venue. We would
like to ask for your kind understanding in advance.
- Our operating staff will take appropriate measures to check their health conditions including taking body temperature
and wearing masks at the venue.
- If there are any additional changes to matters related to the meeting, depending on the COVID-19 situation and/or
government announcements up until the date of the meeting, such changes will be announced on the Company’s
website (https://www.kiw.co.jp/). Please check our website for information updates before the date of the meeting.
The Company’s website: https://www.kiw.co.jp-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.
As a result of the examination based on this policy, after comprehensively considering the financial
results for the fiscal year under review and the severe business environment, the Company proposes a
dividend of 25 Japanese yen per share as below.
Accordingly, the annual dividend for the fiscal year under review will be 50 Japanese yen per share,including the interim dividend paid of 25 Japanese yen.
Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Matters regarding the assignment of the dividend property and the total amount25 Japanese yen per common share of the Company
Total amount: 234,025,525 Japanese yen(3) Date on which appropriation of surplus takes effectJune 27, 2022
(Reference) Dividend history
109th term
(April 2018 toMarch 2019)110th term
(April 2019 toMarch 2020)

111th term
(April 2020 toMarch 2021)

112th term
(April 2020 toMarch 2021)

Annual dividends
90 Japanese yen
100 Japanese yen
20 Japanese yen
50 Japanese yen
per share
Dividend payout
21.9%
56.9%
76.5%
—
ratio (consolidated)
Note: Annual dividends per share for the 112th term (fiscal year under review) is the amount assumingthat this proposal is approved as originally proposed.

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for amendments(1) Transition to a Company with an Audit and Supervisory Committee
The Company intends to transition to a Company with an Audit and Supervisory Committee, so as
to further strengthen the supervision function of the Board of Directors by appointing Audit andSupervisory Committee Members, whose responsibilities include the auditing of the Directors’
execution of their duties, as members of the Board of Directors and to further enhance corporate
governance through the greater strengthening of the supervisory structure. In line with this transition,
it is proposed to make the necessary amendments required for the transition to a Company with an
Audit and Supervisory Committee, including establishing new provisions concerning Directors who
are Audit and Supervisory Committee Members and the Audit and Supervisory Committee, deletingprovisions concerning Corporate Auditors and the Board of Corporate Auditors, and establishing
new provisions regarding the delegation of decisions on the execution of important operations. It isalso proposed that a supplementary provision be established as a transitional measure accompanying
the deletion of provisions regarding the exemption of liability of Corporate Auditors.
(2) Introduction of a System for Electronic Provision of Reference Documents for the General Meetingof Shareholders, etc.
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act for Partial Amendment of the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, it is proposed to establish new provisions stating that information
contained in the reference documents for the general meeting of shareholders will be provided
electronically and new provisions to limit the scope of matters to be included in the paper copy to besent to shareholders who have requested it, delete the provisions related to the Internet disclosureand deemed provision of the reference documents for the general meeting of shareholders, etc., andestablish supplementary provisions regarding the effective date, etc. (proposed Article 16 andSupplementary Provision 2).
(3) Other
It is also proposed to make other necessary amendments such as re-numbering the Articles andmaking minor changes in wording due to the above establishment and deletion of provisions.

2.

Details of amendments
The details of the amendments are as follows.
These proposed amendments to the Articles of Incorporation shall take effect at the conclusion ofthis Annual General Meeting of Shareholders.
(Amendments are underlined.)
Current Articles of Incorporation
Proposed Amendments
CHAPTER I GENERAL PROVISIONSCHAPTER I GENERAL PROVISIONS
Articles 1-3 (Omitted)
Articles 1-3 (Unchanged)(Organizational Bodies)
Article 4 The Company shall have the following
organizational bodies in addition to thegeneral meeting of shareholders andDirectors.
1) Board of Directors
2) Corporate Auditors
3) Board of Corporate Auditors
4) Independent Auditor(Organizational Bodies)
Article 4 The Company shall have the following
organizational bodies in addition to thegeneral meeting of shareholders anddirectors.
1) Board of Directors
2) Audit and Supervisory Committee(Deleted)3) Independent Auditor

Article 5 (Omitted)

Article 5 (Unchanged)

CHAPTER II Shares
Articles 6-12 (Omitted)

CHAPTER II Shares
Articles 6-12 (Unchanged)

CHAPTER III General Meeting of Shareholders
Articles 13-15 (Omitted)

CHAPTER III General Meeting of Shareholders
Articles 13-15 (Unchanged)-4-Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)

Proposed Amendments

Article 16 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters tobe described or indicated in thereference documents for the general
meeting of shareholders, business
report, non-consolidated financial
statements, and consolidated financial
statements, by disclosing suchinformation through the Internet inaccordance with the provisions
provided in the Ordinance of the
Ministry of Justice.

<Deleted>(Measures for Electronic Provision, Etc.)<Newly established>

Article 16 The Company shall, when convening ageneral meeting of shareholders,provide information contained in thereference documents for the general
meetingofshareholders,etc.
electronically.
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part of thematters stipulated in the Ordinance ofthe Ministry of Justice in the paper
copy to be sent to shareholders who
have requested it by the record date forvoting rights.

Articles 17-18 (Omitted)

Articles 17-18 (Unchanged)(Minutes)
Article 19 The minutes of general meetings ofshareholders shall be prepared inwritingorbyelectromagnetic
recording pursuant to laws andregulations, and the chairman and the
Directors and Corporate Auditorspresent shall sign or affix the nameand seal to them or make an electronic
signature.

(Minutes)
Article 19 The minutes of general meetings ofshareholders shall be prepared inwritingorbyelectromagnetic
recording pursuant to laws andregulations, and the chairman and the
Directors present shall sign or affix thename and seal to them or make anelectronic signature.

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 20 (Omitted)(Newly established)

CHAPTER IV DIRECTORS AND BOARD OF
DIRECTORS(Number of Directors)
Article 20 (Unchanged)
2. Not more than five (5) of the Directors
in the preceding paragraph shall be
Directors who are Audit andSupervisory Committee Members.

-5-Current Articles of Incorporation(Method of Election)
Article 21 Election of Directors shall be
conducted at a general meeting ofshareholders.

2. (Omitted)
3. (Omitted)(Newly established)(Term of Office)
Article 22 The term of office of Directors shall
expire at the close of the annual
general meeting of shareholders forthe business year ending within one(1) year after their election.

(Newly established)(Newly established)(Representative Directors and Directors with title)
Article 23 Representative Directors shall beelected by resolution of the Board of
Directors.

-6-

Proposed Amendments(Method of Election)
Article 21 Election of Directors shall be
conducted at a general meeting ofshareholders
bydistinguishing
between Directors who are Audit andSupervisory Committee Members andother Directors.
2. (Unchanged)
3. (Unchanged)
4. A resolution regarding the preliminary
election of substitute Directors who
are Audit and Supervisory Committee
Members shall hold effect until thecommencement of the annual general
meeting of shareholders held inrespect of the last business year ending
within two (2) years of that resolution.
(Term of Office)
Article 22 The term of office of Directors(excluding Directors who are Audit
and Supervisory Committee Members)
shall expire at the close of the annual
general meeting of shareholders held
in respect of the latest business year
ending within one (1) year after theirelection.
2. The term of office of Directors who
are Audit and Supervisory Committee
Members shall expire at the close of
the annual general meeting ofshareholders held in respect of thelatest business year ending within two(2) years after their election.
3. The term of office of a Director who is
an Audit and Supervisory Committee
Member who has been elected as a
substitute shall be until the expirationof the term of office of the retired
Director who is an Audit andSupervisory
Committee
Memberexpires.
(Representative Directors and Directors with title)
Article 23 Representative Directors shall beelected from among Directors(excluding Directors who are Audit
and Supervisory Committee Members)
by resolution of the Board of
Directors.

Current Articles of Incorporation
2. The Board of Directors may select one(1) Chairman, one (1) Vice Chairman,one (1) President, one (1) Executive
Vice President, and a small number ofSenior Managing Directors andManaging Directors by resolution.

Proposed Amendments
2. The Board of Directors may selectfrom among Directors (excluding
Directors who are Audit andSupervisory Committee Members) one(1) Chairman, one (1) Vice Chairman,one (1) President, one (1) Executive
Vice President, and a small number ofSenior Managing Directors andManaging Directors by resolution.

(Persons with the Right to Convene Meetings ofthe Board of Directors and Chairperson)
Article 24 (Omitted)
2. (Omitted)(Newly established)(Persons with the Right to Convene Meetings ofthe Board of Directors and Chairperson)
Article 24 (Unchanged)
2. (Unchanged)
3. Notwithstanding the preceding two
paragraphs, an Audit and Supervisory
Committee Member selected by the
Audit and Supervisory Committee
may convene a meeting of the Boardof Directors.

(Notice of Convocation of Board of Directors)
Article 25 A convocation notice regarding ameeting of the Board of Directors shallbe issued to each Director and each
Corporate Auditor no later than three(3) days prior to the date of themeeting.
Provided, however, that such period
may be shortened in the case of urgent
necessity.
2. If the unanimous consent of all
Directors and Corporate Auditors is
obtained, meetings of the Board of
Directors may be held without
following the convocation procedures.

(Notice of Convocation of Board of Directors)
Article 25 A convocation notice regarding ameeting of the Board of Directors shallbe issued to each Director no later than
three (3) days prior to the date of themeeting.
Provided, however, that such period
may be shortened in the case of urgent
necessity.

(Method of Resolution by Board of Directors, etc.)
Article 26 (Omitted)
2. With respect to the matters to beresolved by the Board of Directors, theCompany shall deem that such matterswere approved by a resolution of theBoard of Directors when all Directors(limited to those entitled to participate
in the resolution of the matter to beresolved) express their agreement inwriting or by an electromagnetic
device.
Provided, however, that this shall not
be the case if an objection is made by
a Corporate Auditor.

(Method of Resolution by Board of Directors, etc.)
Article 26 (Unchanged)
2. With respect to the matters to beresolved by the Board of Directors, theCompany shall deem that such matterswere approved by a resolution of theBoard of Directors when all Directors(limited to persons entitled toparticipate in the resolution of thematter to be resolved) express theiragreement in writing or by anelectromagnetic device.

-7-

2. If the unanimous consent of all
Directors is obtained, meetings of theBoard of Directors may be held
without following the convocation
procedure.

Current Articles of Incorporation(Minutes of Meetings of the Board of Directors)
Article 27 The minutes of meetings of the Boardof Directors shall be prepared inwritingorbyelectromagnetic
recording pursuant to laws andregulations, and the Directors andCorporate Auditors present shall sign
or affix the name and seal to them ormake an electronic signature.
2. (Omitted)

Proposed Amendments(Minutes of Meetings of the Board of Directors)
Article 27 The minutes of meetings of the Boardof Directors shall be prepared inwritingorbyelectromagnetic
recording pursuant to laws andregulations, and the Directors present
shall sign or affix the name and seal tothem or make an electronic signature.

Article 28 (Omitted)

Article 28 (Unchanged)(Remuneration, etc.)
Article 29 Directors’ remuneration, bonuses, andother economic benefits received fromthe Company as consideration for the
execution of duties (hereinafter,“Remuneration,
etc.)
shall
be
determined by resolution of thegeneral meeting of shareholders.
(Newly established)(Remuneration, etc.)
Article 29 Directors’ remuneration, bonuses, andother economic benefits received fromthe Company as consideration for the
execution of duties (hereinafter“Remuneration,
etc.)
shall
be
determined by resolution of thegeneral meeting of shareholders.
2. Matters provided for in Article 361,
Paragraph 1 of the Companies Act
must be determined by distinguishing
between Directors who are Audit andSupervisory Committee Members andother Directors.

(Newly established)(Delegation of Decisions Regarding Execution ofImportant Business Operations)
Article 30 Pursuant to Article 399-13, Paragraph
6 of the Companies Act, the Company
may delegate all or part of thedecisions regarding the execution ofimportantbusiness
operations(excluding the matters set forth in each
item of Paragraph 5 of the same) to
Directors by resolution of the Board of
Directors.

Article 30 (Omitted)

2. (Unchanged)

Article 31 (Unchanged)

CHAPTER V CORPORATE AUDITORS AND
BOARD OF CORPORATE AUDITORS(Number of Corporate Auditors)
Article 31 The Company shall have up to five (5)Corporate Auditors-8-

CHAPTER V AUDIT AND SUPERVISORYCOMMITTEE<Deleted>

Current Articles of Incorporation(Method of Election)
Article 32 Corporate Auditors shall be elected ata general meeting of shareholders.
2. A resolution for the election of a
Corporate Auditor must be made by amajority of the voting rights ofshareholders present holding not lessthan one third of the voting rights ofshareholders entitled to exercise voting
rights.
(Term of Office)
Article 33 The term of office of Corporate
Auditors shall expire at the close of
the annual general meeting ofshareholders held in respect of thelatest business year ending within four(4) years after their election.
2. The term of office of a Corporate
Auditor elected as a substitute for a
Corporate Auditor who has retired
prior to the expiration of his or her
term of office shall be until the term ofoffice of the retired Corporate Auditor
expires.
(Standing Corporate Auditors)
Article 34 The Board of Corporate Auditors may
select Standing Corporate Auditors by
resolution.

(Convocation of Meetings of the Board of
Corporate Auditors)
Article 35 A convocation notice regarding ameeting of the Board of Corporate
Auditors shall be issued to each of
Corporate Auditors no later than three(3) days prior to the date of themeeting.
Provided, however, that such period
may be shortened in the case of urgent
necessity.
2. If the unanimous consent of all
Corporate Auditors is obtained,meetings of the Board of Corporate
Auditors may be held without
following the convocation procedures.

-9-

Proposed Amendments<Deleted><Deleted>(Standing Audit and Supervisory Committee
Members)
Article 32 The Audit and Supervisory Committee
may select Standing Audit andSupervisory Committee Members
from among the Audit and Supervisory
Committee Members by resolution.
(Convocation of Meetings of the Audit andSupervisory Committee)
Article 33 A convocation notice regarding ameeting of the Audit and Supervisory
Committee shall be issued to each of
Audit and Supervisory Committee
Members no later than three (3) days
prior to the date of the meeting.
Provided, however, that such period
may be shortened in the case of urgent
necessity.
2. If the unanimous consent of all Audit
and Supervisory Committee Members
is obtained, meetings of the Audit andSupervisory Committee may be held
without following the convocation
procedures.

Current Articles of Incorporation(Method of Resolution by Board of Corporate
Auditors)
Article 36 Unless otherwise provided for by law
or regulation, resolutions of a meetingof the Board of Corporate Auditors
shall be adopted by an affirmative voteof a majority of the Corporate
Auditors.

Proposed Amendments(Method of Resolution by Audit and Supervisory
Committee)
Article 34 Resolutions of a meeting of the Audit
and Supervisory Committee shall be
adopted by an affirmative vote of amajority of the Audit and Supervisory
Committee Members present who
constitute in number a majority of the
Audit and Supervisory Committee
Members who are entitled toparticipate in the resolution of thematter to be resolved.

(Minutes of Meetings of the Board of Corporate
Auditors)
Article 37 The minutes of meetings of the Boardof Corporate Auditors shall be
preparedinwritingorbyelectromagnetic recording pursuant tolaws and regulations, and the
Corporate Auditors present shall sign
or affix the name and seal to them ormake an electronic signature.

(Minutes of Meetings of the Audit andSupervisory Committee)
Article 35 The minutes of meetings of the Audit
and Supervisory Committee shall be
preparedinwritingorbyelectromagnetic recording pursuant tolaws and regulations, and the Audit
and Supervisory Committee Memberspresent shall sign or affix the nameand seal to them or make an electronic
signature.

(Regulations of the Board of Corporate Auditors)(Regulations of the Audit and Supervisory
Committee)
Article 36 In addition to laws and regulations andthese Articles of Incorporation, mattersconcerning the Audit and Supervisory
Committee shall be governed by theRegulations of the Audit andSupervisory Committee set forth by
the Audit and Supervisory Committee.

Article 38 In addition to laws and regulations andthese Articles of Incorporation, mattersconcerning the Board of Corporate
Auditors shall be governed by theRegulations of the Board of Corporate
Auditors set forth by the Board of
Corporate Auditors.
(Remuneration, etc.)
Article 39 Corporate Auditors’ remuneration, etc.
shall be determined by resolution of
the general meeting of shareholders(Exemption of liability of Corporate Auditors)
Article 40 Pursuant to Article 426, Paragraph 1 of
the Companies Act, the Company may,by resolution of the Board of
Directors, exempt Corporate Auditors(including
persons
who
were
Corporate Auditors) from liability fordamage due to negligence in theperformance of their duties up to thelimit stipulated by laws andregulations.

- 10 -<Deleted><Deleted>

Current Articles of Incorporation
2. Pursuant to Article 427, Paragraph 1 of
the Companies Act, the Company may
enter into a contract with Corporate
Auditors to apply a limit to liability fordamage due to negligence in theperformance of their duties. Provided,
however, that the limit of liability
under said contract shall be the amountstipulated by laws and regulations.
CHAPTER VI ACCOUNTS
Articles 41-44 (Omitted)

Proposed Amendments<Deleted>

CHAPTER VI ACCOUNTS
Articles 37-40 (Unchanged)<Newly established>

SUPPLEMENTARY PROVISIONS(Transitional Measure Regarding the Exemptionof Liability of Corporate Auditors.)
Article 1 Exemption of liability and contracts
concluded with Corporate Auditors tolimit liability pursuant to Article 423,
Paragraph 1 of the Companies Act
relating to the actions of Corporate
Auditors (including persons who were
Corporate Auditors) prior to theconclusion of the 112th Annual General
Meeting of Shareholders shall begoverned by the provisions of Article 40of the Articles of Incorporation prior to
the amendments in association with theconclusion of that Annual General
Meeting of Shareholders.

<Newly established>(Transitional Measures Regarding Measures forElectronic Provision, Etc.)
Article 2 The amendment of Article 16 of the
Articles of Incorporation shall come into
effect on September 1, 2022, which isthe date of enforcement of the amended
provisions stipulated in the proviso of
Article 1 of the supplementaryprovisions of the Act Partially
Amending the Companies Act (Act No.
70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 16(Measures for Electronic Provision,Etc.) of the Articles of Incorporation
shall remain in force with respect to a
general meeting of shareholders to beheld on a date within six (6) months
from the Effective Date.
3. This article shall be deleted after thelapse of six (6) months from the
Effective Date or the lapse of three (3)months from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

<Newly established>- 11 -

Proposal 3:

Election of Five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members

If Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
Among the twelve (12) Directors appointed at the 111th Annual General Meeting of Shareholders, Mr.
Toshikatsu Hatashima resigned from the office of Director on March 31, 2022 and the terms of office of alleleven (11) incumbent Directors will expire when the amendments to the Articles of Incorporation come into
effect. Accordingly, the election of five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members), including two (2) Outside Directors, is proposed.
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.
The candidates for Director are as follows:
No.

Name

Current positions and responsibilities at theCompany

Attendance at
the Board of
Directors

1

Yuji
Kitagawa

Reappointment

Male

Representative Director & Chairman andPresident,
General Manager of Development Division

15/15(100%)

2

Hiroshi
Kitagawa

Reappointment

Male

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

15/15(100%)

3

Hiroo
MondenReappointment

Male

Director & Executive Officer,
General Manager of Accounting Department,
Business Management Division

12/12(100%)

4

Masatoshi
UchidaReappointment
OutsideIndependent

Male

Director

15/15(100%)

5

MisakoNishikawa

Reappointment
OutsideFemale Director
Independent

12/12(100%)

Note: The attendance records of Mr. Hiroo Monden and Ms. Misako Nishikawa since their appointment as Directors on June18, 2021 are stated.

- 12 -

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
Yuji Kitagawa
Representative Senior Managing Director(April 1, 1957)
Representative Director & President
Representative Director & President, General Manager ofReappointment
Machine Tool Accessories Division
Male
Representative Director & Chairman and President
132,678
Apr. 2018
Representative Director & Chairman and President, General
Apr. 2022
Attendance at Board
Manager of Development Division (to present)of Directors meeting: (Significant concurrent positions)
15/15 meetings
Representative Director & President of KITAGAWA REIKI CO., LTD.
(100%)
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 General Manager of Development Division and has led the Group 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
Hiroshi Kitagawa Apr. 2010
Representative Director & Vice President(December 12, 1958) Jun. 2012
Representative Director & Vice President
Seconded as Representative Director & President of
Reappointment
KITAGAWA MEXICO, S.A. DE C.V.
Male
Representative Director & Vice President, General Manager ofApr. 2015
16,319Synthetic Materials Division
Seconded as Representative Director & President ofAttendance at Board
KITAGAWA MEXICO, S.A. DE C.V.
of Directors meeting:
Representative Director & Vice President, General Manager ofApr. 201715/15 meetings
Synthetic Materials Division(100%)
Representative Director & Vice Chairman, President ofApr. 2018
Kitagawa Material Technology Company
Apr. 2021
Representative Director & Vice Chairman, General Manager ofBusiness 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, General Manager of Business Management Division and has abundant experience at theCompany, 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.

- 13 -

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
Hiroo Monden
Apr. 2008
Joined the Company as Deputy General Manager of Business(July 4, 1955)
Management Division
General Manager of General Affairs Department, Business
Apr. 2009
Reappointment
Management Division
Male
Executive Officer, General Manager of Accounting
Apr. 2012
4,581
Department, Business Management Division
Attendance at Board Apr. 2018
Executive Officer, Vice President of Kitagawa Material
Technology Company
of Directors meeting:Executive Officer, General Manager of Accounting
Apr. 2020
12/12 meetings
Department, Business Management Division(100%)
Director & Executive Officer, General Manager of Accounting
Jun. 2021
Department, Business Management Division (to present)(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 of
Accounting Department 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 new candidate for Director.

- 14 -

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
Reappointment
Tentative Corporate Auditor of the Company
Male
Corporate Auditor (resigned in June 2019)
OutsideRepresentative Director & President of KITAGAWA SEIKI
CO., LTD. (to present)
Independent
Jun. 2019
Director of the Company (to present)
Attendance at Board (Significant concurrent positions)of Directors meeting: Representative Director & President of KITAGAWA SEIKI CO., LTD.
15/15 meetings(100%)
Masatoshi Uchida(October 27, 1963)

4

Number ofshares of theCompany held

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

1,085

Term of office as
Outside Director:
3 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Masatoshi Uchida has abundant experience and knowledge gained through corporate management. 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 tostrengthening the efficiency of the Board of Directors’ decision-making and supervisory functions from a standpoint
independent from the management team. The Company therefore 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 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 that the amount does not affect the Company’s
independence criteria.

- 15 -

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:
12/12 meetings(100%)

5

Number ofshares of theCompany held

57

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 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. For this reason, the Company expects that she will present advice andsuggestions to the management team from an objective and neutral viewpoint and contribute to the enhancement of theCompany’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 the Board of Directors’decision-making and supervisory functions from a standpoint independent from the management team. The Company
therefore renominates her as a new 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.

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, 2022. 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. Mr. Masatoshi Uchida and Ms. Misako Nishikawa are candidates for Outside Directors.
The Company has registered Mr. Masatoshi Uchida and Ms. Misako Nishikawa as Independent Directors with theTokyo Stock Exchange in accordance with the rules of said Exchange. If the reelection of these two candidates isapproved, the Company plans to continue to appoint them as Independent Directors.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr.
Masatoshi Uchida and Ms. Misako Nishikawa to limit their liability for damages under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to said agreement is the amount provided for in Article 425,
Paragraph 1 of the Companies Act. If the reelection of Mr. Masatoshi Uchida and Ms. Misako Nishikawa is approved,
the Company plans to continue said agreement with them.
5. 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.

- 16 -

Proposal 4:

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

If Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee. Accordingly, the electionof three (3) Directors who are Audit and Supervisory Committee Members is proposed.
The nomination of the candidates for Directors who are Audit and Supervisory Committee Members has
been subject to deliberation in the Board of Outside Officers. The Board of Corporate Auditors has also given
its consent for the submission of this proposal.
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name

Current positions at the Company

Attendance at
the Board of
Directors

1

Takeshi Nogami

New appointment
OutsideMale
IndependentStanding Corporate Auditor

15/15(100%)

2

Junji Kaihara

New appointment
OutsideMale
Independent

Corporate Auditor

13/15
(87%)

3

Kosuke Taira

New appointment
OutsideMale
Independent

Corporate Auditor

15/15(100%)- 17 -

No.

Name(Date of birth)

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

Apr. 1987
Joined The Hiroshima Bank, Ltd.
Takeshi Nogami(December 23, 1964) Apr. 2015
General Manager in charge of Eastern Area Headquarters
Apr. 2017
General Manager of Banking Business Planning Division
New appointment
Apr. 2018
General Manager of Retail Loan Division
Male
Apr. 2020
Belonging to Personnel & General Affairs Division
OutsideJun. 2020
Standing Corporate Auditor of the Company (to present)
Independent(Significant concurrent positions)
None
Attendance at Boardof Directors meeting:
15/15 meetings(100%)

1

Number ofshares of theCompany held

417

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 Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Takeshi Nogami has abundant experience cultivated at a financial institution and considerable knowledge of finance andaccounting, and, as Standing Outside Corporate Auditor of the Company, he has played an important role in ensuring thelegality and validity of the Board of Directors’ decision-making. He is judged to be capable of executing his duties
appropriately as an Audit and Supervisory Committee Member who audits and supervises management from an objective
standpoint. The Company therefore nominates him as a new candidate for 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 was an executive of The Hiroshima Bank, Ltd. Although the said bank is the Company’s main bank, the transaction
amount does not affect his independence. In addition, the said bank owns only 4.6% of the total outstanding shares of theCompany. Therefore, the intention of the said bank does not affect the Company, as well as to his independence.

- 18 -

No.

Name(Date of birth)
Junji Kaihara(August 11, 1949)
New appointment
Male
OutsideIndependent

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

Attendance at Boardof Directors meeting:
13/15 meetings
(87%)

2

Number ofshares of theCompany held

255

Term of office as
Outside Corporate
Auditor:4 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Junji Kaihara has abundant experience and knowledge cultivated in corporate management, and, as an Outside
Corporate Auditor of the Company, he has played an important role in ensuring the legality and validity of the Board of
Directors’ decision-making. He is judged to be capable of executing his duties appropriately as an Audit and Supervisory
Committee Member who audits and supervises management from an objective standpoint. The Company therefore
nominates him as a new candidate for 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 is serving as Representative Director & Vice Chairman of Kaihara Corporation. The Company does not have business
relationship with the said company.

- 19 -

No.

Name(Date of birth)

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

Graduated from the Matsushita Institute of Government andManagement
Apr. 1986
Member of Hiroshima Prefectural Assembly
New appointment
Jan. 1987
Director of KURODARUMA CO., LTD. (to present)
MaleJul. 1997
Audit Committee Member, Hiroshima Prefecture
OutsideMar. 2008
Board Chairman and President of Hiroshima Prefectural School
Lunch Association
Independent
Apr. 2013
Board Chairman of Hiroshima Prefectural School Lunch
Attendance at Board
Association (to present)of Directors meeting: Jun. 2019
Corporate Auditor of the Company (to present)
15/15 meetings(Significant concurrent positions)(100%)
Board Chairman of Hiroshima Prefectural School Lunch Association
Kosuke Taira(June 6, 1954)

3

Number ofshares of theCompany held

Mar. 1985

198

Term of office as
Outside Corporate
Auditor:3 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Kosuke Taira has abundant operational experience and knowledge cultivated in corporate management and important
positions at various organizations, and, as an Outside Corporate Auditor of the Company, he has played an important role inensuring the legality and validity of the Board of Directors’ decision-making. He is judged to be capable of executing his
duties appropriately as an Audit and Supervisory Committee Member who audits and supervises management from an
objective standpoint. The Company therefore nominates him as a new candidate for Outside Director who is an Audit andSupervisory Committee Member. The Company expects that, after his election, he will take advantage of his experience andknowledge 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 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. There are no special interests between each candidate and the Company.
2. The numbers of shares in the Company held by each candidate through the Directors’ shareholding association are as ofMarch 31, 2022 (any fraction less than one share has been rounded down).
3. Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira are candidates for Outside Directors.
The Company has designated Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira as Independent Corporate
Auditors and registered them with the Tokyo Stock Exchange in accordance with the rules of said Exchange.
4. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Messrs.
Takeshi Nogami, Junji Kaihara, and Kosuke Taira to limit their 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 Act. If the election of Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira isapproved, the Company plans to continue said agreement with them.
5. 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.

- 20 -

Proposal 5:

Election of One (1) Substitute Director who is an Audit and Supervisory Committee
MemberIf Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee. Accordingly, the electionof one (1) substitute Director who is an Audit and Supervisory Committee Member is proposed to provide forthe case where the number of incumbent Directors who are Audit and Supervisory 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 Outside Officers. The Board of Corporate Auditors
has also given its consent for the submission of this proposal.
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
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
Male
Tentative Corporate Auditor of the Company
OutsideCorporate Auditor (resigned in 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)
15/15 meetings
Representative Director & President of KITAGAWA SEIKI CO., LTD.
(100%)
Masatoshi Uchida(October 27, 1963)

Number ofshares of theCompany held

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

1,085

Term of office as
Outside Director:
3 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member and outline of expected roles]
Mr. Masatoshi Uchida has abundant experience and knowledge gained through corporate management. He has presented
advice and suggestions to the management team from an objective and neutral point of view as an Outside Director. He hasserved as an Outside Corporate Auditor of the Company in the past, and he is judged to be capable of contributing tostrengthening 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 candidate for substitute Outside
Director who is an Audit and Supervisory Committee Member. The Company expects that, after his election, he will takeadvantage 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 serves as Representative Director & President of KITAGAWA SEIKI CO., LTD. Although the Company purchases
products, etc. 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 that the amount does not affect the Company’s
independence criteria.

- 21 -

Notes: 1. If Proposal 3: 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. The number of shares in the Company held by the candidate are as of March 31, 2022. 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).
4. Mr. Masatoshi Uchida is a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member.
The Company has designated Mr. Masatoshi Uchida as an Independent Director and registered him with the Tokyo
Stock Exchange in accordance with the rules of said Exchange. If he is elected, the Company plans to maintain that
registration.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded 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. If
the election of the candidate is approved, the Company plans to continue said 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.

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
Proposals 3 and 4 be approved and resolved by this Annual General Meeting of Shareholders as proposed.

Category

Directors(excluding
Directors who
are Audit andSupervisory
Committee
Members)

Corporate
Management

Sales/
MarketingGlobalExperience

Yuji
Kitagawa●●

Hiroshi
Kitagawa

●

●

Name

Production/
Technology

●

●

●

●

●

Masatoshi
Uchida●●MisakoNishikawaDirectors who
are Audit andSupervisory
Committee
Members

Finance &Accounting

Hiroo
Monden

●

●

●

●

●
●

●

●

Kosuke
Taira

●
●

●
●

●

●

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

- 22 -HR
Development/& Diversity●●

TakeshiNogami
Junji
KaiharaLegal/
Compliance●●(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.

- 23 -

Proposal 6:

Setting of Remuneration Amount for Directors (excluding Directors who are Audit andSupervisory Committee Members)

If Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
The amount of remuneration to Directors of the Company was determined by a resolution of the 96th
Annual General Meeting of Shareholders held on June 29, 2006 to be within 500 million yen annually (notincluding the employee salaries of Directors who are also employees) and has not been changed to the present.
However, in line with the Company’s transition to a Company with an Audit and Supervisory Committee, theCompany proposes to abolish these existing provisions and set a new remuneration amount for Directors(excluding Directors who are Audit and Supervisory Committee Members) to be within 500 million yen
annually (including 50 million yen annually for Outside Directors), taking into consideration various factors
such as economic conditions. In addition, we propose that the specific amounts of remuneration to be paid toindividual Directors (excluding Directors who are Audit and Supervisory Committee Members), the timing
and method of payment and other matters be determined by resolution of the Board of Directors. As
previously, these amounts of remuneration shall not include employee salaries of Directors who are also
employees.
An overview of the policy for decisions on the contents of individual remuneration, etc. for Directors withrespect to the 112th fiscal year of the Company appears on Page 43 of the Business Report. If this proposal isapproved, the Company plans to amend this policy to the effect that its subject will be Directors (excluding
Directors who are Audit and Supervisory Committee Members) and that restricted share remuneration will be
newly established.
The contents of this proposal are in line with this policy to be decided and have been determined after
obtaining the advice of the Board of Outside Officers (three of whose five members, or more than half, are
Independent Officers), which the Company has established voluntarily, and we believe that the proposal isappropriate.
There are currently eleven (11) Directors (including two (2) Outside Directors). If Proposal 2: Partial
Amendments to Articles of Incorporation and Proposal 3: Election of Five (5) Directors (excluding Directors
who are Audit and Supervisory Committee Members) are approved and resolved as proposed, there will befive (5) Directors (excluding Directors who are Audit and Supervisory Committee Members) (including two(2) Outside Directors).
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.

- 24 -

Proposal 7:

Setting of Remuneration Amount for Directors who are Audit and Supervisory Committee
Members

If Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
Accordingly, the Company proposes that the amount of remuneration of Directors who are Audit andSupervisory Committee Members be set at within 50 million yen annually, taking into consideration various
factors such as job responsibilities, the number of Directors who are Audit and Supervisory Committee
Members, and economic conditions, and that the specific amounts paid to individual Directors who are Audit
and Supervisory Committee Members and the timing and method of payment be decided by discussion among
the Directors who are Audit and Supervisory Committee Members.
The contents of this proposal are in line with this policy to be decided and have been determined after
obtaining the advice of the Board of Outside Officers (three of whose five members, or more than half, are
Independent Officers), which the Company has established voluntarily, and we believe that the proposal isappropriate.
If Proposal 2: Partial Amendments to Articles of Incorporation and Proposal 4: Election of Three (3)Directors who are Audit and Supervisory Committee Members are approved and resolved as proposed, there
will be three (3) Directors who are Audit and Supervisory Committee Members.
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.

- 25 -

Proposal 8:

Determination of Remuneration for Granting Restricted Shares to Directors (excluding
Directors who are Audit and Supervisory Committee Members)

If Proposal 2: Partial Amendments to Articles of Incorporation is approved and resolved as proposed, theCompany will transition to a Company with an Audit and Supervisory Committee.
In Proposal 6: Setting of Remuneration Amount for Directors (excluding Directors who are Audit andSupervisory Committee Members), the Company seeks the approval of an upper limit of remuneration for
Directors (excluding Directors who are Audit and Supervisory Committee Members) within 500 million yen
annually (including 50 million yen annually for Outside Directors). The Company now requests approval tointroduce a remuneration scheme for granting restricted shares to Directors (excluding Directors who are
Audit and Supervisory Committee Members) (hereinafter “Eligible Directors”) to give them incentive tosustainably increase the Company’s corporate value and to further promote shared value with shareholders.
The Company therefore proposes that the total amount of cash remuneration paid to Eligible Directors for the
granting of restricted shares within the aforementioned remuneration amount shall be within 50 million yen
annually, an amount deemed reasonable in consideration of the aforementioned aims, and that the total
number of common shares of the Company issued or disposed of under this scheme shall be within 40,000
shares annually (however, that total number may be adjusted within a reasonable range in the case that a stock
split (including an allotment of common shares without contribution) or a reverse stock split of the Company’scommon shares is conducted, or any other reason that requires an adjustment to the total number of commonshares to be issued or disposed of by the Company as restricted shares, on or after the day on which this
proposal is approved and resolved). The specific allocation of each Eligible Director shall be determined by
the Board of Directors.
If Proposal 2: Partial Amendments to Articles of Incorporation and Proposal 3: Election of Five (5)Directors (excluding Directors who are Audit and Supervisory Committee Members) are approved andresolved as proposed, there will be five (5) Directors (excluding Directors who are Audit and Supervisory
Committee Members) (including two (2) Outside Directors).
Eligible Directors shall, based on a resolution of the Board of Directors, make in-kind contribution of all
the monetary remuneration receivables to be granted according to this proposal, and common shares of theCompany shall either be issued or disposed of by the Company. The amount to be paid in per share will be
determined by the Board of Directors, based on the closing price of the Company’s common shares on theTokyo Stock Exchange on the last business day before the date of the resolution of the Board of Directors (orif trading is not concluded on that date, the closing price on the most recent trading date prior to that day)within a range that is not especially favorable to the Eligible Directors. For the purpose of such issuance ordisposal of common shares of the Company, a contract on the allotment of restricted shares (hereinafter“Allotment Contract”) that includes the following provisions in summary shall be concluded between the
Company and Eligible Directors.
(1) Eligible Directors shall not transfer, pledge, or otherwise dispose of (hereinafter “Transfer Restriction”)
the common shares of the Company allotted to them under the Allotment Contract (hereinafter “Allotted
Shares”) from the date of granting of the restricted shares until the date they forfeit all posts as Directoror Executive Officer of the Company or other post determined by the Company’s Board of Directors(however, if such post is forfeited within a period of three (3) months after the lapse of the fiscal year towhich the date of grant of the restricted shares belongs, where a separate date is stipulated by theCompany’s Board of Directors that is within six (6) months after the lapse of said fiscal year, until said
stipulated date) (hereinafter “Transfer Restriction Period”).
(2) In the event that an Eligible Director forfeits all the posts set forth in (1) above prior to the expiration of
the period separately determined in the Company’s Board of Directors (hereinafter “Service Provision
Period”), except where there is a reason deemed justified by the Company’s Board of Directors, theCompany shall rightfully acquire the Allotted Shares for no consideration.
(3) Provided Eligible Directors have held the post of Director or Executive Officer of the Company or otherpost determined by the Company’s Board of Directors continuously throughout the Service Provision
Period, the Company shall lift the Transfer Restriction at the expiration of the Transfer Restriction Period
for all the Allotted Shares. However, in the event that an Eligible Director forfeits the posts set forth in(1) above prior to the expiration of the Service Provision Period for a reason deemed justified by theCompany’s Board of Directors set forth in (2) above, the number of Allotted Shares for which the- 26 -

Transfer Restriction shall be lifted and the timing of the lifting of the Transfer Restriction shall bereasonably adjusted as necessary.
(4) The Company shall rightfully acquire for no consideration any Allotted Shares for which the Transfer
Restriction has not been lifted pursuant to the provisions of (3) above by the expiration of the Transfer
Restriction Period.
(5) In the event that a merger agreement where the Company becomes the non-surviving company, a shareexchange agreement or a share transfer plan where the Company becomes a wholly-owned subsidiary, orother matter concerning an organizational restructuring, etc. is approved by the Company’s General
Meeting of Shareholders (or the Company’s Board of Directors if approval of the Company’s General
Meeting of Shareholders is not required for the organizational restructuring, etc.) during the Transfer
Restriction Period, the Company may lift the Transfer Restriction before the effective date of theorganizational restructuring, etc. by resolution of the Company’s Board of Directors, for a number of the
Allotted Shares to be reasonably determined.
(6) In cases as set forth in (5) above, the Company shall rightfully acquire for no consideration any Allotted
Shares for which the Transfer Restriction has not been lifted immediately subsequent to the lifting of theTransfer Restriction pursuant to the provisions of (5) above.
(7) Methods for expression of intent and notification under the Allotment Contract, methods of amendmentof the Allotment Contract, and other matters determined in the Board of Directors shall form part of the
Allotment Contract.
At a meeting of the Board of Directors held on March 19, 2021, the Company determined its policy
regarding decisions on the content of individual Directors’ remuneration, etc. Provided that this proposal isapproved, the Company plans to amend that policy in line with this proposal. In addition, as stated above,
given that the amount to be paid in for the Allotted Shares shall be within a range that is not especiallyfavorable and that the dilution rate is immaterial, the Company has determined that the granting of the
Allotted Shares is reasonable.
The resolution of this proposal will take effect subject to the taking effect of the amendments to the
Articles of Incorporation stated in Proposal 2: Partial Amendments to the Articles of Incorporation.
(Reference)
Provided that this proposal is approved, the Company plans to introduce a scheme for remuneration for
restricted shares similar to the restricted shares described above for the Executive Officers of the Company
with whom the Company concludes delegation agreements.

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