Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5351
June 6, 2024
To Our Shareholders:Hiroyuki Fujiwara, President and CEO

Shinagawa Refractories Co.,Ltd.
2-2-1, Otemachi, Chiyoda-ku, Tokyo

Notice of the 190th Annual General Meeting of Shareholders
We hereby notify you that the 190th Annual General Meeting of Shareholders of Shinagawa Refractories
Co., Ltd. (the “Company”) will be held as follows.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information on the Company’s website. Please access the Company’s website byusing the internet address shown below to review the information.
The Company’s website: https://www.shinagawa.co.jp/ (in Japanese)(From the above website, select “Investor Relations,” “Shareholder Meetings” and then “190th Annual
General Meeting of Shareholders.”)
In addition to posting the matters subject to measures for electronic provision on the Company’s website,
the Company also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). You arekindly asked to check this information on the website below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Shinagawa Refractories” in“Issue name (company name)” or the Company’s securities code “5351” in “Code,” and click “Search.”Then, click “Basic information” and select “Documents for public inspection/PR information.” Under“Filed information available for public inspection,” click “Click here for access” under “[Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”)If you intend not to attend the meeting in person on the day, you may exercise your voting rights in writingor via the Internet. You are kindly asked to exercise your voting rights no later than 5:30 p.m. on June 26,
2024 (JST) by reviewing the Reference Documents for the General Meeting of Shareholders.
1. Date and TimeThursday, June 27, 2024, 10:00 a.m. (JST)

2. Venue

Conference Room 605, Station Conference Tokyo,
6th floor, Sapia Tower
1-7-12, Marunouchi, Chiyoda-ku, Tokyo-1-3. Purposes of the Meeting
Matters to be reported:
1. Report on the Business Report and the Consolidated Financial Statements for the 190th Fiscal Year(from April 1, 2023, to March 31, 2024), as well as the audit results of the Consolidated Financial
Statements by the Financial Auditor and the Audit and Supervisory Committee
2. Report on the Non-consolidated Financial Statements for the 190th Fiscal Year (from April 1, 2023,
to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Dividends of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Six Board Directors (excluding Board Directors who are Audit andSupervisory Committee Members)
Proposal No. 4
Election of Four Board Directors who are Audit and Supervisory Committee
Members
4. Exercise of Voting Rights(1) If you intend to attend the meeting
Meeting date and time: Thursday, June 27, 2024, 10:00 a.m. (JST)When attending the meeting on the day, please submit the voting right exercise form that has been
sent out with this notice to the venue reception desk.
(2) If you intend to exercise your voting rights in writing
You are kindly asked to indicate whether you are in favor of, or opposed to, each of the proposals
on the voting right exercise form and return it to us, ensuring that it reaches us no later than 5:30
p.m. on June 26, 2024 (JST).
(3) If you intend to exercise your voting rights via the Internet
You are kindly asked to check the section titled “Guide on Voting Right Exercise via the Internet,”
which is shown on page 4 (in Japanese only), and to exercise your voting rights no later than 5:30
p.m. on June 26, 2024 (JST).

If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions andthe details of the matters before and after the revisions will be posted on the Company’s aforementioned
website and the TSE website.
Note that, for this general meeting of shareholders, paper-based documents stating matters subject tomeasures for electronic provision, excluding “Notes to the Consolidated Financial Statements” and “Notes
to the Non-Consolidated Financial Statements,” will be delivered to all shareholders regardless of whether
they have made a request for delivery of such documents.
The Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements
included in the aforementioned documents are one part of the documents audited by the Accounting
Auditor in preparing the Accounting Audit Reports and by the Audit and Supervisory Committee in
preparing the Audit Reports.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Dividends of Surplus

The Company has a basic policy to enhance internal reserves to ensure investment funds toward sustainablegrowth while distributing profits appropriate to business performance. The Company targets a consolidated
payout ratio of 30%.
The Company has given comprehensive consideration to the situations above and the future businessenvironment, and it proposes to pay ¥36 per share as the year-end dividend for the fiscal year under review.
This will be ¥180 per share when no consideration is given to the impact associated with the share split thattook effect on October 1, 2023, and as the Company has already paid an interim dividend of ¥160 per sharefor the fiscal year under review, the annual dividend will be ¥340 per share. The annual consolidated
payout ratio will be below 30%, the value targeted by the basic policy on the distribution of profits.
However, if calculating the consolidated payout ratio by deducting the effect of gains from sale of land
from the profit attributable to owners of the parent, the approximate consolidated payout ratio will be about
30%.
Year-end dividends
1. Type of dividend property
To be paid in cash.
2. Allotment of dividend property to shareholders and their aggregate amountThe Company proposes to pay a dividend of ¥36 per common share of the Company.
In this event, the total amount of dividends will be ¥1,640,264,040.
3. Effective date of dividends of surplus
June 28, 2024

-3-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
To clarify the content of the Company’s business in line with the current status of the business, and torespond to the future diversification of the business, the Company proposes to make an addition to
Article 2 (Purpose) of the current Articles of Incorporation.
2. Details of the amendments
Details of the amendments are as follows:(Underlined parts indicate amendments.)
Current Articles of Incorporation

Proposed amendments

Article 2. (Purpose)

Article 2. (Purpose)

The purpose of the Company shall be to conduct thefollowing business activities:(No change)(1) Manufacture and sale of various refractories, various
construction bricks and decorative bricks, various(1) Manufacture and sale of various refractories, various
construction bricks and decorative bricks, insulation,

ceramic ware, specialty ceramics, materials andequipment for medical use, metal refining additives

various ceramic ware, specialty ceramics, materials
and equipment for medical use, metal refining

made of minerals, soil and stones or slags, andvacuum cleaners for industrial use;

additives made of minerals, soil and stones or slags,
and vacuum cleaners for industrial use;

(2) to (4) (Omitted)(2) to (4) (No change)(Newly established)(5) Design, manufacture and contracting of machineparts and machine part manufacturing equipment.

(5) to (14) (Omitted)(6) to (15) (No change)-4-

Proposal No. 3

Election of Six Board Directors (excluding Board Directors who are Audit andSupervisory Committee Members)

The terms of office of all six Board Directors (excluding Board Directors who are Audit and Supervisory
Committee Members, the same shall apply in this proposal) will end at the conclusion of this general meetingof shareholders. Therefore, the Company proposes the election of six Board Directors.
As regards this proposal, the Audit and Supervisory Committee thinks it reasonable to elect the Board
Director candidates as Board Directors.
The candidates for Board Director are as follows:
Candidate
No.

1

Name
(Date of birth)

Hiroyuki Fujiwara(September 13, 1960)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined Kawasaki Steel Corporation

Apr. 2010

General Manager of Labor Relations andPersonnel Affairs Department of JFE SteelCorporation

Apr. 2012

General Manager of General Affairs
Department

Apr. 2014

Assistant General Superintendent of East
Japan Works

Apr. 2016

Managing Executive Officer

Apr. 2018

Managing Executive Officer of JFE
Holdings, Inc.

Apr. 2019

Senior Managing Executive Officer

Apr. 2021

Advisor of the Company

June 2021

President and CEO (current position)

Number of theCompany’s
shares owned

14,420 shares[Reasons for nomination as candidate for Board Director]
Mr. Fujiwara joined the Company in April 2021 after having served as
Executive Officer at JFE Steel Corporation and JFE Holdings, Inc. He has been
serving as President and CEO of the Company since June 2021. Mr. Fujiwara
was nominated as candidate for Board Director as we thought he would further
strengthen our management base by utilizing his extensive experience andachievements for our business management for being equipped with many yearsof experience in the steel industry and a wealth of knowledge, experience, andachievements as top manager.

-5-Candidate
No.

2

Name
(Date of birth)

Yoshikazu Kurose(November 29, 1958)
Reelection

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined Kawasaki Steel Corporation

Apr. 2007

General Manager of Steelmaking
Department, East Japan Works (Keihin) of
JFE Steel Corporation

Apr. 2010

General Manager of Slag Business
Promotion Department

Apr. 2013

Assistant to General Manager of Furnace
Construction Business Division of theCompany

June 2013

Managing Officer and General Manager of
Furnace Construction Business Division

Apr. 2014

Managing Officer and General Manager ofSales Department I

Apr. 2015

Managing Executive Officer and General
Manager of Sales Department I

Apr. 2016

Managing Executive Officer in charge of
Furnace Construction Business Division andEngineering Department

June 2016

Board Director and Managing Executive
Officer in charge of Furnace Construction
Business Department and Engineering
Department

Apr. 2019

Board Director and Managing Executive
Officer in charge of Engineering Business
Department

June 2021

Board Director and Managing Executive
Officer in charge of Engineering Business
Division and Safety and Health Department

Apr. 2022

Board Director and Managing Executive
Officer responsible for Engineering Business
Division and in charge of Safety and Health
Department

Apr. 2023

Representative Director and Managing
Executive Officer responsible forEngineering Business Division and in chargeof Safety and Health Department, andManager of Engineering Sector of theCompany Group (current position)

Number of theCompany’s
shares owned

22,200 shares(Significant concurrent positions outside the Company)
Apr. 2018

President and CEO of Shinagawa Roko, Inc.

[Reasons for nomination as candidate for Board Director]
Mr. Kurose joined the Company in April 2013 after having served as General
Manager of the Slag Business Promotion Department etc. of JFE SteelCorporation. Starting from June 2013, he began to serve as Managing Officer,
having thus far engaged in duties in the Engineering Unit and Sales Unit, andbegan to serve as Board Director from June 2016. He is nominated as candidate
for Board Director as we thought he would further strengthen our managementbase by utilizing his extensive experience and achievements for our business
management in light of the fact that he was equipped with a wealth ofknowledge, experience, and achievements as top manager.

-6-Candidate
No.

3

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

Joined the Company

Apr. 1997

Chief Manager of Accounting Section andOkayama Accounting Section, Accounting &Finance Department

Mar. 2002

Seconded to Shinagawa Thermal Ceramics
Pty. Ltd.
(present Shinagawa Refractories Australasia
Pty. Ltd.)

Apr. 2012

General Manager of Corporate Planning
Department and Chief of Internal Audit
SectionJune 2013

Managing Officer, General Manager ofCorporate Planning Department and Chief ofInternal Audit Section

Apr. 2014

Managing Officer, General Manager of
Accounting & Finance Department

Apr. 2015

Managing Executive Officer and General
Manager of Accounting & Finance
Department

June 2016

Board Director (full-time Audit andSupervisory Committee Member)June 2022

Board Director and Managing Executive
Officer responsible for Administration Unit,
Corporate Planning Department, andSustainability Promotion Section and in
charge of Information System Department
and domestic subsidiaries and affiliates

Oct. 2022

Board Director and Managing Executive
Officer responsible for General Affairs
Department, Accounting & Finance
Department, Corporate Planning Department,
IR & PR Department, and Sustainability
Promotion Section and in charge ofInformation System Department anddomestic subsidiaries and affiliates

Apr. 2023

Representative Director, Managing
Executive Officer responsible for Planningand Administration Unit and Accounting &Finance Department, in charge ofInformation System Department, andManager of Corporate Business Head
Quarter of the Company Group (current
position)Hajime Ichikawa(November 19, 1958)
Reelection

Number of theCompany’s
shares owned

18,540 shares[Reasons for nomination as candidate for Board Director]
Mr. Ichikawa began to serve as Managing Officer from June 2013, as Board
Director (full-time Audit and Supervisory Committee Member) from June 2016
and as Board Director from June 2022 after having engaged in duties in the
Accounting Unit, Corporate Planning Unit, and Internal Audit Unit over many
years at the Company. He is nominated as candidate for Board Director as wethought he would further strengthen our management base by utilizing his
extensive experience and achievements for our business management in light of
the fact that he was equipped with a wealth of knowledge, experience, andachievements as top manager.

-7-

Candidate
No.

4

Name
(Date of birth)

Masanori Ogata(September 18, 1962)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1990

Joined the Company

Apr. 1998

Chief Manager of Laboratory IV of
Refractory Laboratory Department ofResearch CenterMay 2005

Seconded to Shinagawa Rongyuan
Refractories Co., Ltd. in China

Oct. 2009Manager of Research Group I, ResearchCenter of the Company

June 2013

General Manager of Research Center andGeneral Manager of Technology Department

Apr. 2016

Managing Officer, General Manager of East
Works and General Manager of Yumoto Plant

Apr. 2018

Managing Executive Officer in charge of
Research Center and Technology Department
President and CEO of Shinagawa Fine
Ceramics Co., Ltd. (until March 2023)

June 2018

Board Director and Managing Executive
Officer in charge of Research Center andTechnical Department

Apr. 2019

Board Director and Managing Executive
Officer in charge of Research Center

June 2020

Managing Executive Officer in charge of
Research Center

Apr. 2021

Managing Executive Officer in charge of
Research Center and Technology Department

June 2021

Board Director and Managing Executive
Officer in charge of Production Unit,
Research Center, and Technology
Department

Apr. 2022

Board Director and Managing Executive
Officer responsible for Production Unit andResearch Center and in charge of Quality
Assurance Department, Plant Engineering
Department, and Technology Department

Apr. 2023

Representative Director, Managing
Executive Officer in charge of Refractories
Business Unit, and Manager of Refractory
Sector of the Company Group

Apr. 2024

Representative Director, Managing
Executive Officer in charge of Refractories
Business Unit and Recycle Business
Promotion Department, and Manager ofRefractory Sector of the Company Group(current position)

Reelection

Number of theCompany’s
shares owned

17,810 shares[Reasons for nomination as candidate for Board Director]
Mr. Ogata began to serve as Managing Officer from April 2016 and served as
Board Director from June 2018 to June 2020 and from June 2021 after having
engaged in duties in Technology Development Unit and Manufacturing Unit
over many years at the Company. He is nominated as candidate for Board
Director as we thought he would further strengthen our management base byutilizing his extensive experience and achievements for our business
management in light of the fact that he was equipped with a wealth ofknowledge, experience, and achievements as top manager.

-8-Candidate
No.

5

Name
(Date of birth)

Toshihiko Kaneshige(October 14, 1956)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

Joined the Company

Apr. 2001

Chief Manager of Hinase Manufacturing
Factory, Okayama Plant

Dec. 2002

Chief Manager of Kashima Factory, Yumoto
Plant

Apr. 2004

General Superintendent of Yumoto Plant

Apr. 2009

Assistant General Superintendent of
Okayama Plant and General Manager of
Okayama Manufacturing Department

June 2010

Managing Officer, General Superintendent of
Okayama Plant and General Manager of
Okayama Manufacturing Department

June 2013

Board Director and Managing Executive
Officer

Apr. 2016

Board Director and Managing Executive
Officer in charge of Sales Department I,
Sales Department III, and Sales Department
IV

Apr. 2018

Board Director and Senior Managing
Executive Officer responsible for Sales Unit
and in charge of Sales Department III and
Sales Department IV

Apr. 2020

Board Director and Senior Managing
Executive Officer responsible for Sales Unit
and in charge of Overseas Business Division,
Sales Department III, and Sales Department
IV

June 2020

Board Director and Senior Managing
Executive Officer in charge of Sales Unit andGeneral Manager of Domestic Sales Division

Apr. 2022

Board Director and Senior Managing
Executive Officer responsible for Sales Unit
and General Manager of Domestic Sales
Division

Oct. 2022

Board Director and Senior Managing
Executive Officer responsible for Sales Unit,
General Manager of Domestic Sales
Division, and General Manager of Sales
Department III

Apr. 2023

Board Director of the Company, Adviser ofIsolite Insulating Products Co., Ltd.

June 2023

Board Director of the Company, Manager ofInsulation Sector of the Company Group(current position)

Reelection

Number of theCompany’s
shares owned

30,005 shares(Significant concurrent positions outside the Company)
June 2023

President of Isolite Insulating Products Co.,Ltd.

[Reasons for nomination as candidate for Board Director]
Mr. Kaneshige began to serve as Managing Officer from June 2010 and as
Board Director from June 2013 after having engaged in duties in Technology
Development Unit, Manufacturing Unit, and Sales Unit over many years at theCompany. He is nominated as candidate for Board Director as we thought hewould further strengthen our management base by utilizing his extensive
experience and achievements for our business management in light of the factthat he was equipped with a wealth of knowledge, experience, andachievements as top manager.

-9-Candidate
No.

Name
(Date of birth)

Keiko Yamahira(November 30, 1960)

6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983

Joined Kubota House Corporation (present
Sanyo Homes Corporation)

Apr. 2010

Executive Officer of Sanyo Homes
Corporation

June 2011

Director and Managing Executive Officer

June 2012

Concurrently served as Director of Sanyo
Reform Corporation

June 2013

Director and Senior Managing Executive
Officer of Sanyo Homes Corporation
Concurrently served as Director of
SanAdvance Corporation
Concurrently served as Director of Sanyo
Homes Community Corporation

June 2015

President and CEO, Executive Officer of
Sanyo Homes Corporation

Apr. 2017

Chairman and Executive Director of Sanyo
Homes Community Corporation

June 2019

Outside Director of Joshin Denki Co., Ltd.
(current position)
Outside Director of Fujitec Co., Ltd.

June 2021

Outside Director of Takara Leben Co., Ltd.
(present MIRARTH HOLDINGS, Inc.)(current position)

June 2022

Outside Board Director of the Company(current position)

June 2024

Outside Director of Maruichi Steel Tube
LTD. (scheduled to assume the office)Reelection

Number of theCompany’s
shares owned- shares(Significant concurrent positions outside the Company)
June 2019

Outside Director of Joshin Denki Co., Ltd.

June 2021

Outside Director of Takara Leben Co., Ltd.
(present MIRARTH HOLDINGS, Inc.)

June 2024

Outside Director of Maruichi Steel Tube
LTD. (scheduled to assume the office)[Reasons for nomination as candidate for Outside Board Director and outline of
the expected roles]
Ms. Yamahira has served as President, Director and Executive Officer of Sanyo
Homes Corporation and has been appointed as Outside Director of Joshin
Denki Co., Ltd. and other companies. She is equipped with a wealth ofknowledge, experience, and achievements in company management, marketing,sales strategy, etc. as a top manager. The Company expects her to provide theCompany with supervision, advice, etc., on the Company’s business execution
from a professional perspective.
Notes:

1.
2.
3.

4.

5.
6.

The Company has a capital relationship with Shinagawa Roko, Inc. and enters into transactions involving
employee dispatching, working capital assistance, refractory products, and furnace construction, among others.
Besides the above, there is no special interest between any of the candidates and the Company.
Keiko Yamahira is a candidate for Outside Board Director as defined in Article 2, paragraph (3), item (vii) of theRegulation for Enforcement of the Companies Act. In addition, she is an independent officer registered under therequirements of the financial instruments exchange.
The Company has entered into an agreement with Keiko Yamahira to limit her liability for damages under Article
423, paragraph (1) of the Companies Act based on Article 427, paragraph (1) of the same Act. Pursuant to thisagreement, the defined maximum amount of liability for damages is the minimum liability amount provided forunder Article 425, paragraph (1) of the same Act. If her reappointment is approved, the Company intends tocontinue this agreement.
Keiko Yamahira is currently an Outside Board Director of the Company, and at the conclusion of this general
meeting of shareholders, her tenure will have been two years.
The Company has entered into a director liability insurance contract which is stipulated in Article 430, paragraph(3), Item 1 of the Companies Act, with an insurance company. The outline of said contract is as provided in “4.

- 10 -

Matters concerning Officers of the Company, (2) Summary of details of director liability insurance contract” inthe Business Report (in Japanese only). If the election of the Board Director candidates is approved, they will be
included in the insured persons of the liability insurance contract in question. In addition, the Company intends
to renew this insurance contract with the same content at the time of the next renewal.

- 11 -

Proposal No. 4

Election of Four Board Directors Who Are Audit and Supervisory Committee
Members

At the conclusion of this meeting, the terms of office of all four Board Directors who are Audit andSupervisory Committee Members will expire. Therefore, the Company proposes the election of four Board
Directors who are Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Board Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

1

Name
(Date of birth)

Hirofumi Yamashita(January 10, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982

Joined NKK Corporation

Apr. 2008

General Manager of Affiliated Business
Department II of JFE Steel Corporation

Apr. 2011

Assistant General Superintendent of WestJapan Works

Apr. 2014

Managing Officer in charge of Corporate
Planning Department, Overseas Business
Division, Overseas Sales Department, andoverseas subsidiaries and affiliates, andGeneral Manager of Corporate Planning
Department of the Company

Apr. 2015

Managing Executive Officer in charge ofCorporate Planning Department, China andAsia Business Department, Europe, U.S. andAustralia Business Department, and overseas
subsidiaries and affiliates, and General
Manager of Corporate Planning Department

June 2016

Board Director and Managing Executive
Officer in charge of Corporate Planning
Department, China and Asia Business
Department, Europe, U.S. and Australia
Business Department, and overseas
subsidiaries and affiliates, and General
Manager of Corporate Planning Department

Apr. 2018

Board Director and Managing Executive
Officer in charge of Corporate Planning
Department, China and Asia Business
Department, Europe, U.S. and Australia
Business Department, and overseas
subsidiaries and affiliates

June 2019

Board Director and Managing Executive
Officer in charge of Information System
Department, Corporate Planning Department,
China and Asia Business Department,
Europe, U.S. and Australia Business
Department, and overseas subsidiaries andaffiliate

Apr. 2020

Board Director and Managing Executive
Officer in charge of Information System
Department, Corporate Planning Department,
and domestic subsidiaries and affiliates

June 2020

Managing Executive Officer in charge ofInformation System Department, Corporate
Planning Department, and domestic
subsidiaries and affiliates

June 2021

Board Director and Managing Executive
Officer in charge of Administration Unit,
Information System Department, Corporate
Planning Department, and domestic
subsidiaries and affiliates

Reelection- 12 -

Number of theCompany’s
shares owned

14,310 shares

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2022

Board Director and Managing Executive
Officer responsible for Administration Unit,
Corporate Planning Department, andSustainability Promotion Section and in
charge of Information System Department
and domestic subsidiaries and affiliates

June 2022

Board Director (full-time Audit andSupervisory Committee Member) (current
position)

Number of theCompany’s
shares owned[Reasons for nomination as candidate for Board Director]
Mr. Yamashita joined the Company in April 2014 having served as AssistantGeneral Superintendent of West Japan Works of JFE Steel Corporation. Startingfrom the same month, he began to serve as Managing Officer, having thus far
engaged in duties in the Corporate Planning Unit and Overseas and Domestic
Subsidiaries and Affiliates Unit. He also served as Board Director from June
2016 to June 2020 and has been serving in the same post from June 2021 and as
Board Director (Audit and Supervisory Committee Member) from June 2022.
He is nominated as candidate for Board Director who is an Audit andSupervisory Committee Member as we thought he would further strengthen our
audit and supervisory functions by utilizing his extensive experience andachievements for our business management.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979

Registered as an attorney

Apr. 1983

Established Nakajima Transactional Law
OfficeJune 2003

Outside Audit & Supervisory Board Member
of Recruit Co., Ltd.

June 2004

Outside Audit & Supervisory Board Memberof Mitsubishi Corporation

June 2015

Outside Board Director of the Company

June 2016

Outside Board Director (Audit andSupervisory Committee Member) (current
position)

Number of theCompany’s
shares owned- shares(Significant concurrent positions outside the Company)
2

Shigeru Nakajima(December 27, 1949)
Reelection

December,
2000

Outside Audit & Supervisory Board Memberof Nissei ASB Machine Co., Ltd. (current
position)[Reasons for nomination as candidate for Outside Board Director and outline of
the expected roles]
Mr. Nakajima has a high level of knowledge and experience not only in the
Companies Act but also in corporate legal affairs in general as an attorney. He
has served as Outside Board Director since June 2015 and Outside Board
Director (Audit and Supervisory Committee Member) since June 2016 of theCompany and made comments on the adequacy and appropriateness of thedecision-making of the Board of Directors as required. Based on thisbackground, he is nominated as a candidate for an Outside Board Director who
is an Audit and Supervisory Committee Member in anticipation of his
inspection and supervision of overall management.
He has never been involved in company management except as an outside
officer. However, the Company judges he will appropriately fulfill his duties
based on the above reasons.

3

Masafumi Nagano(November 27, 1958)

Apr. 1982

Joined Ishikawajima Harima Heavy
Industries Co., Ltd. (current IHI Corporation)

Apr. 2012

General Manager of Human Resources
Division

Apr. 2014

Executive Officer; General Manager of
Human Resources Division

Apr. 2016

Executive Officer; General Manager ofCorporate Planning Division

Apr. 2018

Managing Executive Officer; President ofIndustrial Systems & General-Purpose
Machinery Business Area

June 2018

Director; Managing Executive Officer;
President of Industrial Systems & GeneralPurpose Machinery Business Area

Apr. 2020

Director; Managing Executive Officer incharge of Corporate Planning Division and
Human Resources Division

June 2021

AdvisorFeb. 2023

Member of the Central Labor Relations
Commission representing employers (current
position)

New election- shares[Reasons for nomination as candidate for Outside Board Director and outline of
the expected roles]- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company

Number of theCompany’s
shares owned

Mr. Nagano served as an Executive Officer and Director at IHI Corporation. He
is equipped with a wealth of knowledge, experience, and achievements incompany management, marketing, sales strategy, etc. as a top manager. He is
nominated as a candidate for an Outside Board Director who is an Audit andSupervisory Committee Member in anticipation of his supervision, advice, etc.,
on the Company’s business execution from a professional perspective.

- 15 -

Candidate
No.

4

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986

Joined Yamaichi Securities Co., Ltd.

Apr. 1998

Joined the Metropolitan Police Department

Feb. 2016

Assistant Director

Apr. 2017

Superintendent

Apr. 2022

Senior Assistant Director

Oct. 2023

Joined EBARA CORORATION

June 2024

Outside Director of IACE TRAVEL
Corporation (scheduled to assume the office)Number of theCompany’s
shares owned- shares

Chizuko Urabe(April 11, 1963)(Significant concurrent positions outside the Company)

New election[Reasons for nomination as candidate for Outside Board Director and outline of
the expected roles]

June 2024

Outside Director of IACE TRAVEL
Corporation (scheduled to assume the office)Ms. Urabe has a high level of knowledge and experience in corporate
accounting in general as a certified public accountant. She was primarily incharge of underwriting examinations at Yamaichi Securities Co., Ltd. and at theTokyo Metropolitan Police Department, she served as a financial investigator.
Based on this background, she is nominated as a candidate for an Outside Board
Director in anticipation of her inspection and supervision of overallmanagement.
She has never been involved in company management. However, the Company
judges she will appropriately fulfill her duties based on the above reasons.
Notes:

1.
2.

3.

4.

5.

6.

There is no special interest between any of the candidates and the Company.
Shigeru Nakajima, Masafumi Nagano, and Chizuko Urabe are candidates for Outside Board Director as definedin Article 2, paragraph (3), Item (vii) of the Regulation for Enforcement of the Companies Act. In addition,
Shigeru Nakajima is an independent officer registered under the requirements of the financial instruments
exchange. Mr. Nagano and Ms. Urabe satisfy the requirements for an independent officer provided by thefinancial instruments exchange, and the Company plans to submit notification to the aforementioned exchange
concerning their designation as independent officers.
The Company has entered into an agreement with Shigeru Nakajima to limit his liability for damages under
Article 423, paragraph (1) of the Companies Act based on Article 427, paragraph (1) of the same Act. Pursuant
to this agreement, the defined maximum amount of liability for damages is the minimum liability amountprovided for under Article 425, paragraph (1) of the same Act. If his reappointment is approved, the Company
intends to continue this agreement. If the election of Masafumi Nagano and Chizuko Urabe is approved, theCompany plans to enter into the same limited liability agreement with them.
Shigeru Nakajima is currently Outside Board Director who is Audit and Supervisory Committee Member of theCompany, and at the conclusion of this meeting, his tenure will have been eight years. He has been a nonexecutive officer of the Company in the past.
The Company has entered into a director liability insurance contract which is stipulated in Article 430, paragraph(3), Item 1 of the Companies Act, with an insurance company. The outline of said contract is as provided in “4.
Matters concerning Officers of the Company, (2) Summary of details of director liability insurance contract” inthe Business Report (in Japanese only). If the election of the candidates for a Board Director who are Audit andSupervisory Committee Members is approved, they will be included in the insured persons of the liability
insurance contract in question. In addition, the Company intends to renew this insurance contract with the samecontent at the time of the next renewal.
IHI Corporation, where Masafumi Nagano served as a director from June 2018 to June 2021, announced in April
2024 that for the products such as diesel engines manufactured by its subsidiary, there were some improper
alterations in the records of test operations conducted during the manufacturing process. He had no involvementin this matter and was unware of this incident. During his tenure, he has fulfilled his duties by putting the effort
into strengthening the in-house risk management base and ensuring thorough compliance.

- 16 -

(Reference) Composition of the Board of Directors [the composition after Annual General Meeting of
Shareholders to be held on June 27, 2024]
The skills possessed by the Board Directors are as follows.

Board
Directors(excluding
Audit andSupervisory
Committee
Members)

Board
Directors
whoare
Audit andSupervisory
Committee
Members

Hiroyuki
Fujiwara
Yoshikazu
KuroseHajimeIchikawa
Masanori
Ogata
ToshihikoKaneshige
Keiko
Yamahira
Hirofumi
Yamashita
Shigeru
Nakajima
Masafumi
NaganoChizuko
Urabe

Corporate
Management andBusiness
Strategy

Procurement

〇

〇

〇

Sales
and
Market-ing〇

ManufacturingandConstruction and
R&D

Legal
and RiskManagement

GlobalBusiness

Environmental
Management

〇

〇

〇

〇
〇

〇

〇

〇

Organiza-tion and
Human
Resource
Management

〇

〇

〇

Account-ing andFinance

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇
〇

〇

〇

〇
〇

- 17 -〇