Note: This document has been translated from the Japanese original for reference purposes only. In the eventof 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 otherforms of damages arising from the translation.

(Securities code: 4651)
June 7, 2023
(Date of commencing measures for electronic provision: June 6, 2023)
To Shareholders with Voting Rights:
Hiroshi Munemasa
President and CEO
SANIX INCORPORATED
2-1-23, Hakataeki Higashi,
Hakata-ku, Fukuoka, Japan

Notice of the 45th Annual General Meeting of Shareholders
You are cordially notified of the 45th Annual General Meeting of Shareholders (the“Meeting”) of SANIX INCORPORATED (the “Company”), which will be held for the
purposes described below.
In convening this Meeting, the Company has taken measures for electronic provision.
Matters for which measures for electronic provision have been taken are posted on thefollowing website.
The Company’s website: https://sanix.jp/ir/sokai.php
In addition to the website above, the matters are also posted on the following websites.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the website above, enter “SANIX” into the Issue name or “4651” into
the Code, and click the Search button to search for the Company. Then, please select“Basic information,” “Documents for public inspection/PR information” and “Noticeof General Shareholders Meeting/Informational Materials for a General Shareholders
Meeting.”
Other posted website Net de Shoshu: https://s.srdb.jp/4651/
If you are not attending the Meeting, you may exercise your voting rights in advance via
the Internet or in writing. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., Wednesday, June 28, 2023 (JST).
1. Date and time:
2. Venue:

Thursday, June 29, 2023 at 10:00 a.m. (JST)(Doors will open at 9:00 a.m.)
Banquet hall “Tsukushi,” Main Building 3F, Hotel Nikko
Fukuoka, located at 2-18-25, Hakata Eki-mae, Hakata-ku,
Fukuoka, Japan1

3. Meeting Agenda:
Matters to be reported:

1.

2.
Matters to be resolved:
Proposal 1:
Proposal 2:

Business Report and Consolidated Financial Statements
for the 45th Fiscal Year (April 1, 2022 to March 31,2023), and results of audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit
and Supervisory Committee
Non-consolidated Financial Statements for the 45th
Fiscal Year (April 1, 2022 to March 31, 2023)

Election of 8 Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)
Election of 6 Directors Who Are Audit and Supervisory
Committee Members

4. Matters resolved in convening the Meeting:(1) If a shareholder exercises the voting rights both in writing (by postal mail) and via theInternet, the vote via the Internet shall be deemed valid, regardless of their arrival date
and time.
If a shareholder exercises the voting rights more than once via the Internet, the vote
exercised last shall be deemed valid.
(2) If a shareholder exercises the voting rights in writing (by postal mail) and neither
approval nor disapproval of each proposal is indicated in the Voting Rights Exercise
Form, it shall be deemed a vote of approval.
(3) If attending the Meeting by proxy, please designate as a proxy another shareholder of
the Company who may exercise the voting rights, and have the proxy submit a written
proof of his/her right of proxy at the reception on the day of the Meeting.


If you attend the Meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
Any revisions to the matters for which measures for electronic provision have been taken
will be posted on each website where those matters are posted.
Of the matters for which measures for electronic provision have been taken, the following
matters are not included in the paper copy to be sent to shareholders who have requested
it, pursuant to laws and regulations as well as the provisions of Article 14 of theCompany’s Articles of Incorporation. Accordingly, the paper copy to be sent toshareholders who have requested it is a part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing their audit reports.
1) “Systems to Ensure the Appropriateness of Operations and the Operational Status of
Such Systems” of the Business Report
2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of 8 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the close of this Meeting.
Accordingly, the Company proposes the election of 8 Directors.
The Audit and Supervisory Committee has determined that each candidate in this proposal isappropriate to be a Director of the Company.
The candidates for Directors are as follows:No.

Attendance at
Current positions and responsibilities at theBoard of Directors
Company
meetings

Name

1 Hiroshi Munemasa

Reappointed

2 Takeshi Inada

Reappointed

3 Michimasa Masuda

Reappointed

4 Kenji Kaneko

Reappointed

5 Kazuyuki Tabata

Reappointed

6 Hideki Takei

Reappointed

7 Motoi Inoue

Reappointed

8 Tetsuo Takaki

Reappointed

President and CEO
Director, Management Corporate Officer,
General Manager of SE/HS/ES BusinessControl Division
Director, Management Corporate Officer,
General Manager of Corporate Division
and General Manager of Administration
Division
Director, Management Corporate Officer,
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of Corporate Sales Department
Director, Management Corporate Officer,
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of SE Business Division and HSBusiness Division
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division andResource Recycling Business Department
Director, Corporate Officer, General
Manager of Sales Promotion Department,
Corporate Sales Department, SE/HS/ES
Business Control Division
Director, in charge of construction work3

16/16 times(100%)

16/16 times(100%)
16/16 times(100%)
15/16 times(93.8%)
16/16 times(100%)
16/16 times(100%)
12/13 times(92.3%)
16/16 times(100%)

 Summary of opinions of the Audit and Supervisory Committee
The Audit and Supervisory Committee took into consideration the Company’s specific management
strategies, surrounding environment, and other factors, and carefully examined whether each candidate for
Director has the necessary knowledge, experience, and ability to fulfill his roles and responsibilities, whether
each candidate conforms to the nomination policy for candidates for Director, and whether the Board of
Directors will function adequately. Moreover, the Committee discussed the work experience of eachcandidate for Director, and persons who are able to fulfill the roles expected of the Board of Directors, suchas striving to enhance corporate value through making decisions on medium- to long-term management
policy and supervising overall management, have been selected. The Committee has therefore determinedthat the candidates for Directors proposed in this proposal are appropriate.

4

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
January 2003
June 2007
June 2013
January 2017

Joined the Company
Director, assigned to the Executive Office, incharge of special assignments
Director, Executive Vice President andCorporate Officer
President and CEO (to the present)

Number ofshares of theCompany held

[Significant concurrent positions]
6,523,637
President and Representative Director, BUYON INC.
shares
Chairman and Representative Director, Munemasa Syuzo
Co., Ltd.
Hiroshi Munemasa 
Representative Director, SANIX SPORTS(July 17, 1975)
FOUNDATION
1
Chairman and Representative Director, SANIX ENERGY[Reappointed]
INCORPORATEDChairman and Representative Director, SE WINGSCORPORATED[Reasons for nomination as a candidate for Director]
Since assuming office as President and CEO in 2017, to meet the trust of our shareholders, Mr. Hiroshi
Munemasa has taken on steering the management of the Company with strong leadership, putting in theforeground the Group’s corporate philosophy of “A comfortable environment for the next generation”
and corporate vision of “Become the top company in the environment and energy field” and contributed
to sustainable growth of the Group. The Company believes that he is a person that is able to continue towork on strengthening the governance systems by utilizing his wealth of experience and achievements,
make appropriate decisions on the management of the entire Group and lead further growth of theGroup, and thus nominated him again as a candidate for Director.

5

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
August 1998
April 2009

Number ofshares of theCompany held

Joined the Company
General Manager of Kansai Area Division,
HS Business Division
June 2013
Management Corporate Officer, General
Manager of Kansai Area Division, HS
Business Division
April 2014
Management Corporate Officer, General
Manager of Kansai Area Division, WestJapan SE Business Division and General
Manager of Kansai Area Division, HS
Business Division
7,938
April 2015
Management Corporate Officer, GeneralsharesManager of North Kanto Area Division, East
Japan SE Business DivisionDecember 2016 Management Corporate Officer, Deputy
TakeshiInada
2General Manager of East Japan SE Business(March 4, 1979)
Division
April 2017Management Corporate Officer, General[Reappointed]
Manager of SE/HS/ES Business Control
Division
June 2017
Director, Management Corporate Officer,
General Manager of SE/HS/ES BusinessControl Division (to the present)[Reasons for nomination as a candidate for Director]
Since assuming office as Director, Mr. Takeshi Inada has demonstrated strong leadership through his
supervision of the SE/HS/ES business divisions and has been working on planning and strengthening
sales strategies. He possesses a wealth of experience and a high level of insight into the Group’s businessactivities. The Company believes that he is a person that is able to continue to contribute to sustainablegrowth of the Group and enhancement of its corporate value over the medium to long term, and thus
nominated him again as a candidate for Director.

6

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 2001
July 2010
June 20123

Michimasa Masuda(August 16, 1977)[Reappointed]

Joined the Company
General Manager of Accounting Department
Director, General Manager of Accounting
Department
June 2015
Director, Management Corporate Officer,
General Manager of Accounting Department
and in charge of IT promotion
April 2017
Director, Management Corporate Officer,
Deputy General Manager of Administration
Division and General Manager of
Accounting Department
April 2019
Director, Management Corporate Officer,
Deputy General Manager of Administration
Division, General Manager of Accounting
Department and General Manager of Energy
Business Development Department, Energy
Business Division
November 2019 Director, Management Corporate Officer,
Deputy General Manager of Administration
Division and General Manager of Energy
Business Development Department, Energy
Business Division
June 2021
Director, Management Corporate Officer,
General Manager of Energy Business
Development Department, Energy Business
Division
June 2022
Director, Management Corporate Officer,
General Manager of Corporate Division andGeneral Manager of Administration Division(to the present)

Number ofshares of theCompany held

57,817
shares[Significant concurrent position]
President and Representative Director, SANIXSUNLIGHT ELECTRIC INC.
[Reasons for nomination as a candidate for Director]
Since assuming office as Director in 2012, Mr. Michimasa Masuda has been responsible for thefinance/accounting division and led the formulation and promotion of the Group’s financial strategies.
Having assumed the office of General Manager of Corporate Division in 2022, he has played a central
role in the formulation of management strategies and budgets for the entire Group and been working onstrengthening the corporate governance systems and other initiatives. The Company believes that he is aperson that is able to continue to contribute to sustainable growth of the Group and enhancement of its
corporate value over the medium to long term, and thus nominated him again as a candidate for Director.

7

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1970

Number ofshares of theCompany held

Joined NISHI-NIPPON SOGO BANK, LTD.
(currently THE NISHI-NIPPON CITY
BANK, LTD.)
June 2005
Executive Officer, General Manager of
Hakata Branch and Fukuoka-Chuo Block
October 2006
Executive Officer, General Manager of
Chikugo Area Division
March 2008
Seconded to the Company, Advisor
June 2008
Management Director, in charge of businessstrategy, the Company
October 2008
Management Director, in charge of businessstrategy and General Manager ofEnvironmental Resources Development
39,227
DivisionsharesJune 2010
Management Director, General Manager ofSpecial Sales Department, HS Business
Division
Kenji Kaneko
September 2011 Management Director, in charge of(October 2, 1951)
4
Administration Division
April
2017
Director, Management Corporate Officer,[Reappointed]
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of Special Sales Department
April 2021
Director, Management Corporate Officer,
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of Corporate Sales Department (tothe present)[Reasons for nomination as a candidate for Director]
Mr. Kenji Kaneko has a high level of experience in management strategy and finance cultivated atfinancial institutions. In addition, since joining the Company in 2008, he has played a central role in the
management of the Company as a Director, and possesses experience, achievements, and insight related
to the overall business. Having been responsible for Special Sales Department (currently Corporate Sales
Department) since 2017, he has been making efforts to newly develop business partners and strengthen
relationships with them, and driving the sales performance of the Company. The Company believes that
he is able to continue to contribute to further expansion of the business of the Company, and thus
nominated him again as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Number ofshares of theCompany held

November 2000 Joined the Company
October 2015
General Manager of Shikoku Area Division,West Japan SE Business Division andGeneral Manager of Shikoku Area Division,
HS Business Division
January 2016
General Manager of Sales Promotion
Department, HS Business Division
7,014
May 2016
Management Corporate Officer, GeneralsharesManager of HS Business Division
June 2017
Director, Management Corporate Officer,
General Manager of HS Business Division
Kazuyuki Tabata
June 2022
Director, Management Corporate Officer,
5(April 5, 1973)
Deputy General Manager of SE/HS/ES
Business Control Division and General[Reappointed]
Manager of SE Business Division and HSBusiness Division (to the present)[Reasons for nomination as a candidate for Director]
After having served primarily in the sales division since joining the Company, Mr. Kazuyuki Tabata
assumed office as Corporate Officer in May 2016 and has contributed to expansion of earnings of the HS
business as General Manager of HS Business Division. Since assuming the office of Deputy General
Manager of SE/HS/ES Business Control Division and General Manager of SE Business Division in June
2022, he has been working on further strengthening the sales division. The Company believes that he isable to continue to utilize his wealth of experience and achievements to contribute to expansion of thebusiness of the Company, and thus nominated him again as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Number ofshares of theCompany held

August 1999
Joined the Company
December 2009 General Manager of Administration
Department, Environmental Resources
Development Division
April 2016
Corporate Officer, General Manager ofEnvironmental Resources Development
Division and Administration Department
June 2016
Management Corporate Officer, General
Manager of Environmental Resources
Development Division
June 2017
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division and
Administration Department
October 2017
Director, Management Corporate Officer,
10,155General Manager of Environmental
sharesResources Development Division
May 2019
Director, Management Corporate Officer,
General Manager of Environmental
Hideki Takei
6
Resources Development Division,(July 21, 1970)
Operation/Safety Department and Organic
Wastewater Business Department[Reappointed]
April 2021
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division andOrganic Wastewater Business Department
April 2022
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division andResource Recycling Business Department (tothe present)[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Hideki Takei has been responsible for managing and supervising
primarily the environmental resources development division and possesses a high level of expertise anda wide range of knowledge in the resource circulation business. The Company believes that he is able tocontinue to contribute to further expansion of the business of the Company, by utilizing his knowledge
and experience to strive for promoting sales and strengthening management systems, and thus nominatedhim again as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1989
April 2020
April 2022
June 2022

7

Motoi Inoue(January 1, 1967)

Joined THE NISHI-NIPPON BANK, LTD.
(currently THE NISHI-NIPPON CITY
BANK, LTD.)
General Manager of Nishishinmachi Branchand Fukuoka West Block
Joined the Company, General Manager
assigned to Head OfficeDirector, Corporate Officer, General
Manager of Sales Promotion Department,
Corporate Sales Department, SE/HS/ES
Business Control Division (to the present)

Number ofshares of theCompany held

1,832
shares[Reappointed][Reasons for nomination as a candidate for Director]
Mr. Motoi Inoue has a wealth of experience in the sales division of a financial institution, and hepossesses a high level of knowledge concerning finance. Since joining the Company in 2022, he has
been making efforts to newly develop business partners and strengthen relationships with them as
General Manager of Sales Promotion Department in the corporate sales department. The Company
believes that he is able to continue to contribute to further expansion of the business of the Company,
and thus nominated him again as a candidate for Director.

11

No.

8

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Tetsuo Takaki(July 15, 1950)

April 1974
Joined OBAYASHI CORPORATION
September 1979 Joined Takaki Komuten Co., Ltd., Director
August 2003
Joined Joe Corporation Takaki, Director
July 2006
Joined the Company, Advisor, HS Business
DivisionJanuary 2007
Advisor of Engineering Department
January 2012
Transferred to SANIX ENGINEERING
INC., Director
November 2017 Transferred to the Company, Advisor ofEngineering Department
June 2020
Director, in charge of construction work
(to the present)

Number ofshares of theCompany held

6,098
shares[Reappointed][Reasons for nomination as a candidate for Director]
Mr. Tetsuo Takaki possesses a wealth of experience and a high level of insight cultivated as a director of
construction companies. Since assuming the office of Director, he has made appropriate proposals andadvice for promoting and strengthening the construction management systems and compliance throughthe execution of construction work. The Company believes that he is able to contribute to strengthening
the business management responsibility systems in the construction business of the Company, and thus
nominated him again as a candidate for Director.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. The number of shares of the Company’s common stock held by each candidate includes the number of
equity shares held under the name of the Officers’ Shareholding Association.
3. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, Paragraph 1 of the Companies Act that insures all Directors with aninsurance company. The insurance contract covers any damages that may result from the insured Directors
being liable for the performance of their duties or being subject to a claim for the pursuit of such liability.
However, there are certain exemptions; for example, damages caused as a result of any conduct committed
while knowing that the conduct is in violation of laws and regulations shall not be covered. If the electionof each candidate for Director is approved, the insurance contract will be renewed during their terms ofoffice. The insurance premiums are fully paid by the Company.

12Proposal 2:

Election of 6 Directors Who Are Audit and Supervisory Committee Members

The terms of office of all 6 Directors who are Audit and Supervisory Committee Members will expire
at the close of this Meeting. Accordingly, the Company proposes the election of 6 Directors who are
Audit and Supervisory Committee Members, including 1 new candidate. The Audit and Supervisory
Committee has given its consent to this proposal in advance.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

No.

Current positions andresponsibilities at theCompanyName

1 Kozo Inoue

Newly appointed

2 Isamu Kondo

Reappointed

3 Naoki Kaneko

Reappointed

4 Yasufumi Kubota Reappointed
5 Genichiro Yasui

Reappointed

6 Sadahito Baba

Reappointed

General Manager
assigned to Head OfficeOutside Director who is
OutsideAudit and Supervisory
Committee Member
Outside Director who is
Outside Independent Audit and Supervisory
Committee Member
Outside Director who is
OutsideAudit and Supervisory
Committee Member
Outside Director who is
Outside Independent Audit and Supervisory
Committee Member
Outside Director who is
Outside Independent Audit and Supervisory
Committee Member

13

Attendance
Attendance at
at Audit andBoard ofSupervisory
Directors
Committee
meetings
meetings--

15/16 times 13/14 times(93.8%)(92.9%)
14/16 times 10/14 times(87.5%)(71.4%)
15/16 times 13/14 times(93.8%)(92.9%)
15/16 times 13/14 times(93.8%)(92.9%)
16/16 times 14/14 times(100%)(100%)

No.

Name(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1979

Number ofshares of theCompany held

Joined The Sanwa Bank, Ltd. (currently
MUFG Bank, Ltd.)
October 1991
Seconded to the Company
April 1993
General Manager of Listing Preparation
Office, Management & Planning Division,
the Company
August 1995
Joined the Company, General Manager ofManagement & Planning Office,Management & Planning Division
June 1999
Director
April 2000
Management Director, General Manager ofManagement & Planning Division
June 2004
Management Director, General Manager of
Administration Division and Management &Planning Division
20,500June 2007
Director, assigned to Environmental
sharesResources Development Division
June 2013
Management Corporate Officer, General
Manager of Management & Planning
Kozo Inoue
Division(April 23, 1956)
1
June 2014
Director, Management Corporate Officer,
General Manager of Management &[Newly appointed]
Planning Division
April 2017
Director, Management Corporate Officer,
General Manager of Administration Division
and Management & Planning Division
August 2018
Director, Management Corporate Officer,
General Manager of Corporate Planning
Division, Administration Division andManagement & Planning Division
June 2022
General Manager assigned to Head Office (tothe present)[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kozo Inoue has held managerial positions primarily in theadministration division and the environmental resources development division, and has a wealth ofexperience, achievements, and insight related to the Group’s overall business. The Company expects
that, as a Director who is Audit and Supervisory Committee Member of the Company, he will utilize his
prior experience in management in general including responding to risks expected in importantmanagement decisions and reinforcing internal control systems to enhance the effectiveness of auditing
and supervising functions of the Group, and thus newly nominated him as a candidate for Director who
is Audit and Supervisory Committee Member.

14

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
May 1980
March 1986
March 1999
July 1999
August 2010

Isamu Kondo(July 7, 1955)
2[Reappointed][Outside]

June 2014
June 2019

Joined Nas Stainless Co., Ltd. (currently
Nasluck Co., Ltd.)
Joined Munemasa Syuzo Co., Ltd.
Senior Managing Representative Director
President and Representative Director,
GLOBAL ARENA, Ltd. (to the present)
Corporate Auditor, Munemasa Syuzo Co.,
Ltd. (to the present)
Director, the Company
Director (Audit and Supervisory Committee
Member) (to the present)

Number ofshares of theCompany held

44,963
shares[Significant concurrent position]
President and Representative Director, GLOBALARENA, Ltd.

[Reasons for nomination as a candidate for Outside Director and outline of expected role]
Mr. Isamu Kondo has diverse management experience as a representative director of businesscorporations. Since assuming the office of Outside Director who is Audit and Supervisory Committee
Member of the Company in June 2019, he has made precise proposals and advice at important meetings
such as Board of Directors meetings of the Company as an Outside Director from an objective
standpoint independent of the management that executes business. The Company expects him to advise
on important management issues as a management expert from various perspectives such as finance,
governance, and management strategy. The Company believes that he is a person suitable to improve theauditing function in the management of the Company, and thus nominated him again as a candidate for
Outside Director who is Audit and Supervisory Committee Member.

15

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
June 2001

3
Naoki Kaneko(May 8, 1967)[Reappointed][Outside][Independent]

President and Representative Director,
TOYOTA Rentalease Fukuoka Co., Ltd. (tothe present)
May 2005
President and Representative Director,
Fukuoka Showa Taxi Co., Ltd. (to thepresent)
June 2006
President and Representative Director,
Fukuoka Toyota Corporation (to the present)
September 2009 President and Representative Director, SEED
Holdings Co., Ltd. (to the present)
February 2010 President and Representative Director,
Showa Group Marketing Co., Ltd. (to thepresent)
May 2010
President and Representative Director,
TOYOTA L&F FUKUOKA CO., LTD. (tothe present)
June 2010
Outside Director, Kyushu Asahi
Broadcasting Co., Ltd. (to the present)
June 2013
Chairman and Representative Director,
TOYOTA COROLLA FUKUOKA CO.,LTD. (to the present)
June 2014
Chairman and Representative Director,
Showa Bus Co., Ltd. (to the present)
June 2015
Director, the Company
June 2019
Director (Audit and Supervisory Committee
Member) (to the present)
October 2019
Chairman and Representative Director,
FUKUOKA TOYOPET Co., Ltd. (to thepresent)
April 2020
Chairman and Representative Director,
TOYOTA Mobility Service Fukuoka Co.,
Ltd. (to the present)
February 2022 Chairman, Japan Automobile Dealers
Association (to the present)[Significant concurrent positions]
President and Representative Director, Fukuoka Toyota
Corporation

President and Representative Director, TOYOTA
Rentalease Fukuoka Co., Ltd.

President and Representative Director, Fukuoka Showa
Taxi Co., Ltd.

President and Representative Director, SEED Holdings
Co., Ltd.

President and Representative Director, Showa Group
Marketing Co., Ltd.

President and Representative Director, TOYOTA L&F
FUKUOKA CO., LTD.
Chairman and Representative Director, TOYOTACOROLLA FUKUOKA CO., LTD.
Chairman and Representative Director, Showa Bus Co.,Ltd.
Chairman and Representative Director, FUKUOKATOYOPET Co., Ltd.
Chairman and Representative Director, TOYOTA
Mobility Service Fukuoka Co., Ltd.
Chairman, Japan Automobile Dealers Association

16

Number ofshares of theCompany held0
shares[Reasons for nomination as a candidate for Outside Director and outline of expected role]
Mr. Naoki Kaneko has a high level of insight into corporate management based on his abundant
experience as a representative director of multiple business corporations. Since assuming the office ofOutside Director who is Audit and Supervisory Committee Member of the Company in June 2019, he
has made precise proposals and advice at important meetings such as Board of Directors meetings of theCompany. The Company expects that he will continue to utilize the experience and insight to strengthen
the auditing and supervising functions of the Company, and thus nominated him again as a candidate for
Outside Director who is Audit and Supervisory Committee Member.

17

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1968
March 1970
April 1970
April 1980

Yasufumi Kubota(February 5, 1946)
4[Reappointed][Outside]

March 2013
March 2016
June 2016
June 2019

Joined the Legal Training and ResearchInstitute of the Supreme Court
Completed the Legal Training and ResearchInstitute of the Supreme Court
Admitted to the bar (Joined the Tokyo Bar
Association)
Joined Akefune Law Office
Established Kasumigaseki-Sogo Law
Offices, Partner (to the present)
Corporate Auditor, Royal Holdings Co., Ltd.
Director (Audit & Supervisory Committee
Member) (*Resigned in March 2020)
Director, the Company
Director (Audit and Supervisory Committee
Member) (to the present)

Number ofshares of theCompany held

5,563
shares[Significant concurrent position]
Partner, Kasumigaseki-Sogo Law Offices[Reasons for nomination as a candidate for Outside Director and outline of expected role]
Mr. Yasufumi Kubota is well versed in corporate legal affairs as an attorney-at-law. Since assuming theoffice of Outside Director who is Audit and Supervisory Committee Member of the Company in June
2019, he has made precise proposals and advice at important meetings such as Board of Directors
meetings of the Company to strengthen overall management and governance from a professional
standpoint. Although he has not been involved in the management of a company in a way other thanbecoming an outside director or an outside corporate auditor in the past, based on such achievements, theCompany believes that he is expected to continue to properly perform his duties as an Outside Director
and utilize his experience, etc. to provide supervision and advice on overall management, and thus
nominated him again as a candidate for Outside Director who is Audit and Supervisory Committee
Member.

18

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
July 1967
January 1975
March 1976
June 1997
June 2000

Genichiro Yasui(August 17, 1941)
5[Reappointed][Outside][Independent]

August 2004
June 2008
June 2012
June 2019

Joined Yamada Shoji Co., Ltd. (currently
RIX CORPORATION)
Director, General Manager of Accounting
Department
President
Corporate Auditor, the Company
Chairman and Representative Director, RIX
CORPORATION
Chairman and Director
Director and Advisor
Councilor (*Resigned in October 2015)
Director (Audit and Supervisory Committee
Member), the Company (to the present)

Number ofshares of theCompany held

10,000shares[Reasons for nomination as a candidate for Outside Director and outline of expected role]
Mr. Genichiro Yasui has been involved in corporate management for many years and has expertise in andhigh level of insight into the accounting and finance field. Since assuming the office of Outside Director
who is Audit and Supervisory Committee Member of the Company in June 2019, he has proactively
spoken at important meetings such as Board of Directors meetings of the Company, and conducted awide range of audits of the business of the Company and the Group based on his knowledge and from an
independent standpoint as an Audit and Supervisory Committee Member to contribute to the activities of
the Audit and Supervisory Committee. The Company expects that he will continue to utilize theexperience and achievements to strengthen the auditing and supervising functions of the Company, andthus nominated him again as a candidate for Outside Director who is Audit and Supervisory Committee
Member.

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No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1978
February 1992
January 1998
April 2001
April 2003
June 2003
June 2007
June 2011
June 2014
June 2018

Sadahito Baba
(April 3, 1954)
6[Reappointed][Outside][Independent]

January 2021
June 2021
June 2021

Joined Toyota Motor Co., Ltd. (currently
TOYOTA MOTOR CORPORATION)
Transferred to TOYOTA MOTOR
KYUSHU, INC.
Manager of Production Planning Office,Production Management Department
General Manager of Production Management
Department
General Manager of Business Management
Department
Director
Managing Director
Senior Managing Director
Representative Director and Executive Vice
President
Chairman of the Board, Iizuka Research &Development Organization (*Resigned in
May 2023)
Executive Advisor, TOYOTA MOTOR
KYUSHU, INC. (*Resigned in December
2022)
External Director (Audit and Supervisory
Committee Member), RIX CORPORATION(to the present)
Director (Audit and Supervisory Committee
Member), the Company (to the present)

Number ofshares of theCompany held

8,190
shares[Significant concurrent position]
 External Director (Audit and Supervisory Committee
Member), RIX CORPORATION[Reasons for nomination as a candidate for Outside Director and outline of expected role]
As stated in his career summary, Mr. Sadahito Baba assumed the office of Representative Director andExecutive Vice President in 2014 at a manufacturer representing the automobile industry after having
held important positions in its production management department and business management
department. He possesses a wealth of experience and a high level of insight as a corporate manager. He
has also held public offices, including one at the Iizuka Research & Development Organization. He is aperson with excellent personality and insight. Based on his achievements presented above, the Company
is confident that he will fulfill the role of supervising the decision-making of important matters inmanagement and business execution from an objective and sophisticated perspective and believes that heis a person that will contribute to a sustainable enhancement of corporate value of the Company. The
Company thus nominated him again as a candidate for Outside Director who is Audit and Supervisory
Committee Member.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. The number of shares of the Company’s common stock held by each candidate includes the number of
equity shares held under the name of the Officers’ Shareholding Association.
3. Of the candidates for Directors who are Audit and Supervisory Committee Members, Messrs. Isamu
Kondo, Naoki Kaneko, Yasufumi Kubota, Genichiro Yasui and Sadahito Baba are candidates for Outside
Directors.
4. Messrs. Isamu Kondo, Naoki Kaneko and Yasufumi Kubota will have served as Outside Director for 9
years, 8 years and 7 years, respectively, as at the close of this Meeting. In addition, Messrs. Isamu Kondo,
Naoki Kaneko, Yasufumi Kubota and Genichiro Yasui will have served for 4 years, and Mr. Sadahito
Baba for 2 years, as Outside Director who is Audit and Supervisory Committee Member as at the close ofthis Meeting.
5. Mr. Yasufumi Kubota is a relative within the third degree of kinship of an officer of THE NISHINIPPON

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CITY BANK, LTD., a specified associated service provider (major business partner) of the Company.
6. The Company has registered Messrs. Naoki Kaneko, Genichiro Yasui and Sadahito Baba as Independent
Directors based on the provisions set forth by Tokyo Stock Exchange, Inc. and Securities Membership
Corporation Fukuoka Stock Exchange. If the election of them is approved, they will continue to be
Independent Directors.
7. The Company has entered into a liability limitation agreement with each Outside Director in accordancewith Article 427, Paragraph 1 of the Companies Act (the “Act”) to limit their liabilities for damages
under Article 423, Paragraph 1 of the Act. The maximum amount of their liabilities under the agreement
is the minimum liability amount stipulated by laws and regulations. If the election of each candidate isapproved, the Company will continue the agreement with them.
8. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, Paragraph 1 of the Companies Act that insures all Directors with aninsurance company. The insurance contract covers any damages that may result from the insured Directors
being liable for the performance of their duties or being subject to a claim for the pursuit of such liability.
However, there are certain exemptions; for example, damages caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not be covered. If
the election of each candidate for Director is approved, the insurance contract will be renewed during theirterms of office. The insurance premiums are fully paid by the Company.

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