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 3, 2021
To Shareholders with Voting Rights:

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

Notice of the 111th Annual General Meeting of Shareholders
We cordially announce that the 111th 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.
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote for or against each proposal on the enclosed Voting Rights Exercise Form, and return it sothat it is received no later than 4:50 p.m. on Thursday, June 17, 2021, Japan time.
1. Date and Time:

Friday, June 18, 2021 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 111th term (from April 1, 2020 until March 31,
2021)
2. Non-consolidated Financial Statements for the 111th term (from April 1,2020 until March 31, 2021)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Twelve (12) Directors- When you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Also,
please bring this Notice with you as a reference for the meeting.
- In accordance with the applicable laws and regulations and the provisions of Article 16 of the Company's Articles ofIncorporation, the following matters are posted on the Company’s website on the Internet, and therefore are notprovided in this Notice.
(i) Notes to the Consolidated Financial Statements, (ii) Notes to the Non-consolidated Financial Statements
Accordingly, the Consolidated Financial Statements and the Non-consolidated Financial Statements included in thisNotice are part of the Consolidated Financial Statements and Non-consolidated Financial Statements that have been
audited by the Accounting Auditor and the Corporate Auditors in preparing their respective audit reports.

-1-

- 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.
The Company’s website: https://www.kiw.co.jp<Response to the coronavirus disease (COVID-19)>
We would like to announce the following matters in response to COVID-19 during this General
Meeting of Shareholders. We would appreciate your understanding and cooperation.
Request to our shareholders
 In an effort to prevent the spread of infection, we ask our shareholders to exercise their voting
rights in advance in writing when possible and refrain from attending this General Meeting of
Shareholders.
 All the shareholders attending in person are kindly requested to check their health conditions
carefully up until the date of the General Meeting of Shareholders and are expected not to strain
themselves.
 Shareholders attending the meeting are expected to give careful consideration to othershareholders 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 their body temperature using a non-contact thermometer or other medical device
around the entrance of the venue. As part of our measures, we may limit the entry of shareholders
who are found to have a fever and not in good physical condition, as well as those who arerefused to cooperate with our measures to prevent infection including wearing masks.
 If there are any additional changes to matters related to the meeting, depending on the
COVID-19 situation 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 response at the day of the General Meeting of Shareholders
 Our operating staff will take appropriate measures to check their health conditions including
taking body temperature and wear masks at the venue.
 The number of seats at the venue may be limited in order to provide sufficient space between
attendees. Because of this, 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.

-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 20 Japanese yen per share as below.
Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Matters regarding the assignment of the dividend property and the total amount
20 Japanese yen per common share of the Company
Total amount: 187,243,540 Japanese yen(3) Date on which appropriation of surplus takes effectJune 21, 2021
(Reference) Dividend history
108th term
(April 2017 toMarch 2018)

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

111th term
(April 2020 toMarch 2021)

Annual dividends
77 Japanese yen
90 Japanese yen
100 Japanese yen
20 Japanese yen
per share
Dividend payout
20.7%
21.9%
56.9%
76.5%
ratio (consolidated)
Note: Annual dividends per share for the 111th term (fiscal year under review) is the amount assuming that
this proposal is approved as originally proposed.

-3-

Proposal 2:
Election of Twelve (12) Directors
Among the ten (10) Directors appointed at the 110th Annual General Meeting of Shareholders, Mr. Ikuzo
Uda resigned from the office of Director on March 31, 2021 and the terms of office of all the nine (9)incumbent Directors will expire at the conclusion of this General Meeting of Shareholders. Accordingly, inorder to further strengthen the management structure by adding two (2) Directors, the election of twelve (12)Directors including two (2) Outside Directors is proposed.
The candidates for Director are as follows:
No.

Current positions and responsibilities at theCompany

Name

1

Yuji Kitagawa

Reappointment

Male

Representative Director & Chairman andPresident

2

Hiroshi Kitagawa

Reappointment

Male

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

3

Hideo Kitagawa

Reappointment

Male

Director & Managing Executive Officer,
President of Kitagawa Material Technology
Company

4

Toshikatsu Hatashima

Reappointment

Male

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

5

Kazumasa Kurimoto

Reappointment

Male

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

6

Yasushi Sato

Reappointment

Male

Director & Executive Officer, General Manager
of DX Strategy Division

7

Masaki Kondo

Reappointment

Male

Director & Executive Officer,
Vice President and General Manager of Sales
Department of Kitagawa Global hand Company

8

Hisashi Fujimoto

New appointment

Male

Managing Executive Officer, Branch Manager ofTokyo Branch

9

Hiroo Monden

New appointment

Male

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

10

Kazunori Kitagawa

New appointment

Male

Executive Officer,
President of Kitagawa Global hand Company

11

Masatoshi Uchida

Reappointment
OutsideIndependent

Male

Director

12

Misako Nishikawa

New appointment
OutsideIndependent

Female

-

-4-

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
Yuji Kitagawa
Senior Managing Director(April 1, 1957)
Representative Senior Managing Director
Representative Director & President
Reappointment
Representative Director & President, General Manager ofMachine Tool Accessories DivisionMale
132,110
Representative Director & Chairman and President (to present)
Apr. 2018
Attendance at Board (Significant concurrent positions)of Directors meeting: Representative Director & President of KITAGAWA REIKI CO., LTD.
Representative Director & Chairman of KITAGAWA MACHINERY
14/14 meetings
CORPORATION(100%)
Representative Director & Chairman of KISA IRON WORKS CO., LTD.
Representative Director & Chairman of Cable Joy CO., LTD.
Chairman of the Fuchu Chamber of Commerce and Industry[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Yuji Kitagawa has held important positions at the Company. He is currently serving as
Representative Director & Chairman and President 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
15,356
Synthetic 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. 201714/14 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.

-5-

No.

Name
(Date of birth)

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

3

Number ofshares of theCompany held

Joined the Company
General Manager of Housing Environment Division
General Manager of Machine Tool Accessories Division
Director, General Manager of Machine Tool Accessories
Division
Director & Executive Officer, General Manager of Sales
Apr. 2009
Promotion Department and General Manager of Overseas Sales
Department of Sales Division
Director & Executive Officer, General Manager of Chinese
Apr. 2010
Hideo Kitagawa
Business Project Office(March 3, 1963)
Director & Executive Officer, General Manager of Machine
Apr. 2011
Tool Accessories Division
Reappointment
Director & Managing Executive Officer, General Manager ofApr. 2014
Business Management Division
Male
7,288
Director & Managing Executive Officer
Sep. 2016
Seconded as Representative Director & Chairman ofAttendance at Board
KITAGAWA (THAILAND) CO., LTD.
of Directors meeting:Director & Managing Executive Officer
Apr.
2017
13/14 meetings
Seconded as Representative Director & Chairman and President(93%)
of KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer
Apr. 2018
Seconded as Representative Director & President of
KITAGAWA (THAILAND) CO., LTD.
Director & Managing Executive Officer, President of Kitagawa
Jan. 2021
Material Technology Company (to present)(Significant concurrent positions)Representative Director & Chairman of KITAGAWA (THAILAND) CO., LTD.
Director & Chairman of KITAGAWA MEXICO, S.A. DE C.V.
[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Hideo Kitagawa had served as General Manager of Machine Tool Accessories Division,
General Manager of Overseas Sales Department and General Manager of Chinese Business Project Office. He is currently
serving as President of Kitagawa Material Technology Company 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.

-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
Apr. 2006

4

Joined the Company
General Manager of Development Department, Industrial
Machinery Division
Oct. 2006
General Manager of Development Division
Apr. 2008
General Manager of Engineering Department, Machine Tool
Accessories Division
Toshikatsu
Apr. 2009
Executive Officer, General Manager of Development Division
Hatashima
Apr. 2010
Executive Officer, General Manager of Machine Tool
(September 25, 1954)
Accessories Division and General Manager of Development
Division
Reappointment
Apr. 2011
Executive Officer, General Manager of Development Division
2,297
Male
Jun. 2015
Director & Executive Officer, General Manager of Development
Division
Attendance at Board Apr. 2016
Director & Executive Officer, General Manager ofof Directors meeting:
Development Division and Deputy General Manager of
14/14 meetings
Machine Tool Accessories Division(100%)
Director & Executive Officer, General Manager ofApr. 2018
Development Division
Director & Managing Executive Officer, General Manager ofApr. 2019
Development Division and General Manager of New Business
Promotion Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Toshikatsu Hatashima had served as General Manager of Engineering Department, General
Manager of Development Division and General Manager of Machine Tool Accessories Division. He is currently serving as
General Manager of Development Division and General Manager of New Business Promotion Division 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.
Apr. 1981
Apr. 2009

5

Joined the Company
General Manager of Environmental Marketing Department,
Sales Division
Apr. 2010
Executive Officer, General Manager of Multistory Parking
Division
Kazumasa Kurimoto Apr. 2011
Executive Officer, General Manager of Multistory Parking(September 21, 1958)
Division and General Manager of Sales Department
Executive Officer, General Manager of Corporate Planning
Apr. 2012
Reappointment
Office, Business Management Division
Executive Officer, Deputy General Manager of Development
Male
Apr. 2013
3,800
Division
Executive Officer, Deputy Branch Manager of Tokyo Branch
Attendance at Board Apr. 2014
Executive Officer, Branch Manager of Tokyo Branchof Directors meeting: Apr. 2015
Jun. 2016
Director & Executive Officer, Branch Manager of Tokyo Branch
14/14 meetings
Apr. 2018
Director & Executive Officer, President of Kitagawa Sun Tech
(100%)
Company
Apr. 2019
Director & Managing Executive Officer, President of Kitagawa
Sun Tech Company (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Kazumasa Kurimoto had served as General Manager of Multistory Parking Division,
General Manager of Corporate Planning Office, Deputy General Manager of Development Division and Branch Manager ofTokyo Branch. He is currently serving as President of Kitagawa Sun Tech Company and has abundant experience at theCompany, expertise in overall management in the manufacturing industry, and knowledge about business management andoperation. The Company therefore renominates him as a candidate for Director.

-7-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Apr. 1980
Oct. 2003
Oct. 2004
Jun. 2005
Jan. 2009
Apr. 2009

6

Joined the Company
General Manager of General Affairs Department
General Manager of Housing Environment Division
Director, General Manager of Housing Environment Division
Director, General Manager of Multistory Parking Division
Director & Executive Officer, General Manager ofYasushi Sato
Multistory Parking Division(April 17, 1956)
Apr. 2010
Director & Executive Officer, General Manager of Synthetic
Materials Division
Reappointment
Oct. 2011
Director & Executive Officer
Male
5,088
Seconded as Representative Director & President of
KITAGAWA (THAILAND) CO., LTD.
Attendance at Board
Apr. 2015
Director & Executive Officer, Head of Eastern Japan Region andof Directors meeting:Plant Manager of Tokyo Plant, Synthetic Materials Division
14/14 meetings
Sep. 2016
Director & Executive Officer, General Manager of Business(100%)
Management Division
Apr. 2018
Director & Executive Officer, Branch Manager of Tokyo Branch
Jan. 2021
Director & Executive Officer, General Manager of DX Strategy
Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Yasushi Sato had served as General Manager of Multistory Parking Division, General
Manager of Synthetic Materials Division, President of the Thai subsidiary, and General Manager of Business Management
Division. He is currently serving as General Manager of DX Strategy 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.
Apr. 1983
Apr. 2013
Apr. 2015

7

Joined The Hiroshima Bank, Ltd.
Branch Manager of Fukuyama Minami Branch
Joined the Company as Deputy General Manager of Machine
Masaki Kondo
Tool Accessories Division(November 16, 1960)
Apr. 2016
General Manager of Sales Department, Machine Tool
Accessories Division
Reappointment
Apr. 2018
Executive Officer, Branch Manager of Nagoya Branch
Male
1,000
Jun. 2020
Director & Executive Officer, Branch Manager of Nagoya
BranchAttendance at Board Apr. 2021
Director & Executive Officer, Vice President and Generalof Directors meeting:Manager of Sales Department of Kitagawa Global hand
11/11 meetings
Company (to present)(100%)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Leveraging the abundant experience and broad knowledge gained at a financial institution, Mr. Masaki Kondo had served as
General Manager of Sales Department, Machine Tool Accessories Division and Branch Manager of Nagoya Branch since hejoined the Company. He is currently serving as Vice President and General Manager of Sales Department of Kitagawa
Global hand Company and has abundant experience at the Company, expertise in overall management in the manufacturingindustry, and knowledge about business management and operation. The Company therefore renominates him as a candidate
for Director.

-8-

No.

Name
(Date of birth)

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

Number ofshares of theCompany held

Apr. 1989
Jan. 20098

Joined the Company(Deputy) General Manager of Sales Department, Multistory
Parking Division
Apr. 2011
Deputy General Manager of Sales Department, Machine Tool
Accessories Division
Apr.
2014
Branch Manager of Nagoya Branch
Hisashi Fujimoto
Executive
Officer, President of Kitagawa Global hand
Apr.
2018
(March 5, 1967)
Company
167
Managing Executive Officer, President of Kitagawa Global
Apr. 2019
New appointment
hand Company
MaleManaging Executive Officer, Branch Manager of Tokyo
Jan. 2021
Branch (to present)(Significant concurrent positions)
Chairman of Kitagawa Corporation (Shanghai)
Chairman of KITAGAWA MACHINERY MANUFACTURING (SHENYANG)
CO., LTD.
[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Hisashi Fujimoto had served as Branch Manager of Nagoya Branch and President of
Kitagawa Global hand Company. He is currently serving as Branch Manager of Tokyo Branch and has abundant experienceat the Company, expertise in overall management in the manufacturing industry, and knowledge about business
management and operation. The Company therefore nominates him as a new candidate for Director.
Apr. 1978
Apr. 1997

9

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
Hiroo Monden
GeneralManagerof General Affairs Department, Business
Apr.
2009
(July 4, 1955)
Management Division
3,898
Executive Officer, General Manager of Accounting
Apr. 2012
New appointment
Department, Business Management Division
Male
Executive Officer, Vice President of Kitagawa Material
Apr. 2018
Technology Company
Executive Officer, General Manager of Accounting
Apr. 2020
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 nominates him
as a new candidate for Director.

-9-

No.

Name
(Date of birth)Kazunori Kitagawa(January 16, 1984)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 2010
Apr. 2011
Nov. 2014
Apr. 2017

Number ofshares of theCompany held

Joined the Company
Business Promotion Office, Machine Tool Accessories Division
Seconded to KITAGAWA MEXICO, S.A. DE C.V.
General Manager of Business Planning Office, Global Strategy
Department, Synthetic Materials Division

4,400
Executive Officer, Vice President of Kitagawa Global handCompany
Jan. 2021
Executive Officer, President of Kitagawa Global handCompany (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Kazunori Kitagawa had cultivated overseas business experience at the Mexican subsidiary
while serving in the synthetic materials department and engaged in the business planning department. After assuming theoffice of Vice President of Kitagawa Global hand Company, he is currently serving as President of Kitagawa Global handCompany, 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 nominates him as a new
candidate for Director.
Joined Mazda Motor Corporation
Masatoshi Uchida Apr. 1989
(October 27, 1963) Apr. 1997
Joined KITAGAWA SEIKI CO., LTD.
Jul. 1999
Representative Senior Managing Director
Reappointment
Sep. 2007
Tentative Corporate Auditor of the Company
MaleJun. 2008
Corporate Auditor (resigned in June 2019)
OutsideJul. 2016
Representative Director & President of KITAGAWA SEIKI
CO., LTD. (to present)
Independent
Jun. 2019
Director of the Company (to present)
Attendance at Board (Significant concurrent positions)985
of Directors meeting: Representative Director & President of KITAGAWA SEIKI CO., LTD.
14/14 meetings(100%)
Apr. 2018

New appointment
Male

10

11

Term of office as
Outside Director:
2 years (at theconclusion of this
General Meeting of
Shareholders) (Note)[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.

- 10 -

No.

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

12

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

Number ofshares of theCompany held

Jun. 1994
Joined Chugoku Productivity CenterFeb. 2016
General Manager (to present)(Significant concurrent positions)
None

New appointment
FemaleOutsideIndependent[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 nominates 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
about once a year, the transaction amount is less than 2% of the annual average net sales of the most recent three businessyears 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 for Director and the Company.
2. The numbers of shares in the Company held by each candidate for Director are as of March 31, 2021. They include
shares indirectly held through the Directors’ shareholding association and the employee shareholding association (anyfraction less than one share has been rounded down).
3. Messrs. Hisashi Fujimoto, Hiroo Monden and Kazunori Kitagawa, and Ms. Misako Nishikawa are candidates for new
Directors.
4. Mr. Masatoshi Uchida and Ms. Misako Nishikawa are candidates for Outside Directors.
The Company has registered Mr. Masatoshi Uchida as an Independent Director with the Tokyo Stock Exchange inaccordance with the rules of said Exchange. If the reelection of Mr. Masatoshi Uchida is approved, the Company plans
to continue to appoint him as an Independent Director. Ms. Misako Nishikawa satisfies the requirements for being an
Independent Director in accordance with the rules of the Tokyo Stock Exchange and the Company plans to register her
as an Independent Director with said Exchange.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded an agreement with Mr.
Masatoshi Uchida to limit his 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 theCompanies Act. If the reelection of Mr. Masatoshi Uchida is approved, the Company plans to continue said agreementwith him. If the election of Ms. Misako Nishikawa is approved, the Company plans to conclude the same agreementwith her.
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.

- 11 -

(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.

- 12 -