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 shall prevail.

Securities Code: 6293
June 2, 2022
To Our Shareholders:
Hozumi Yoda, President and Representative Director
NISSEI PLASTIC INDUSTRIAL CO., LTD.
2110 Minamijo, Sakaki-machi, Hanishina-gun, Naganoken

Notice of Convocation of the 66th Annual General Meeting of Shareholders
NISSEI PLASTIC INDUSTRIAL CO., LTD. (the “Company”) would like to inform you that we are holding the 66th
Annual General Meeting of Shareholders as below.
(Please refer to “Notice Regarding Countermeasures for COVID-19” on the cover page (Japanese only).)
Instead of attending the meeting, you may exercise voting rights by means of either one of the following methods.
Please take your time to examine the Reference Documents for the General Meeting of Shareholders as set forth
below and exercise your voting rights.
When you exercise your voting rights in writing (by mail):
Please indicate your approval or disapproval on the enclosed Voting Exercise Form and return it to us so that itreaches us by no later than 5:20 p.m. on Thursday, June 23, 2022 (JST).
When you exercise your voting rights via the Internet, etc.:
Please indicate your approval or disapproval on the Company’s designated voting rights exercise website(https://evote.tr.mufg.jp/) and exercise your voting rights by no later than 5:20 p.m. on Thursday, June 23, 2022 (JST).
1. Date and time:
2. Venue:

Friday, June 24, 2022, at 10:00 a.m. (JST)Meeting Room on the second floor of the Head Office of the Company
2110 Minamijo, Sakaki-machi, Hanishina-gun, Nagano-ken

3. Purpose of the meeting
Items to be reported:
1. Report on the content of the Business Report, the content of the Consolidated Financial Statements and the
Audit Results of Consolidated Financial Statements by the Financial Auditor and the Board of Corporate
Auditors for the 66th Fiscal Year (from April 1, 2021 to March 31, 2022)
2. Report on the content of the Non-consolidated Financial Statements for the 66th Fiscal Year (from April 1,
2021 to March 31, 2022)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Ten Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 4
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member
Proposal No. 6
Determination of Amount of Remuneration for Directors (Excluding Directors Who Are
Audit and Supervisory Committee Members)
Proposal No. 7
Determination of Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members
Proposal No. 8
Determination of Amount and Details of Stock Option Remuneration for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors)-1-

4. Guide for exercising voting rights, etc.
(1) Handling of the Voting Exercise Form without indication of approval or disapproval
If there is no indication of approval or disapproval for the respective proposals on the Voting Exercise Form,it shall be deemed as an indication of approval.
(2) Exercise voting rights by proxyIf you are not attending the General Meeting of Shareholders, you may send another shareholder who has
voting rights of the Company as your proxy to the General Meeting of Shareholders. However, please beaware that it is necessary to submit the Voting Exercise Form of the proxy himself/herself as well as written
proof of their right of proxy.
(3) Method of the announcement of the amendments of the Reference Documents for the General Meeting of
Shareholders, the Business Report, the Consolidated Financial Statements and the Non-consolidated
Financial Statements
When the matters to be listed on the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Consolidated Financial Statements or the Non-consolidated Financial Statements are
modified, we will post them on our website on the Internet (http://www.nisseijushi.co.jp/).

- When you attend the meeting on the day, please submit the enclosed Voting Exercise Form at the reception of the venue.
- We will be wearing casual business attire (in harmony with the government’s Cool Biz campaign). Therefore, we invite shareholders
to come in casual business attire.
- Of the documents to be attached to the Notice of Convocation, items to be presented as the Matters related to share acquisitionright(s) of the Company, etc., the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements,
the Non-consolidated Statements of Changes in Equity and the Notes to Non-consolidated Financial Statements are posted on our
website on the Internet (http://www.nisseijushi.co.jp/) in accordance with laws, regulations and the provision of Article 15 of the
Articles of Incorporation of the Company. Therefore, they are not included in the attachment of the Notice of Convocation.
The Business Report, the Consolidated Financial Statements and the Non-consolidated Financial Statements that have been audited
for the preparation of the Audit Report by the Corporate Auditors and the Financial Audit Report by Financial Auditor include items
listed on the attachment of the Notice of Convocation as well as items to be presented as the Matters related to share acquisitionright(s) of the Company, etc., the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements,
the Non-consolidated Statements of Changes in Equity and the Notes to Non-consolidated Financial Statements.

-2-

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

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividends
The Company regards the return of profit to its shareholders as one of the important managerial issues, andestablished a basic policy to pay dividends stably based on comprehensive consideration of its businessperformance, financial condition, etc.
Considering matters including the business performance of the fiscal year and future business development, theCompany proposes to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
To be paid in cash.
Matters related to the allotment of dividend property and aggregate amount thereof¥15 per common share of the Company
Total payment: ¥292,549,425
Accordingly, including the interim dividend of ¥15 per share, the annual dividend will be ¥30 per share.
Effective date of dividends of surplus
June 27, 2022

-3-

Proposal No. 2

Amendment to the Articles of Incorporation

1. Reasons for proposal(1) The Company will transition to a company with an Audit and Supervisory Committee in order to further
improve its corporate governance.
Accordingly, the Company shall propose amendments required to transition to a company with an Audit
and Supervisory Committee, such as the establishment of provisions relating to Audit and Supervisory
Committee Members and the Audit and Supervisory Committee as well as the deletion of provisions
relating to Corporate Auditors and the Board of Corporate Auditors.
(2) Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of the
Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022,
the Company proposes to make the following changes to its Articles of Incorporation in response to theintroduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(i) Article 15 (Measures for Providing Information in Electronic Format, Etc.), paragraph (1) in
Proposed amendments is to be newly established as the Company will be obliged to stipulate in the
Articles of Incorporation that it will take measures to provide information that constitutes the content
of reference documents for the general meeting of shareholders, etc.
(ii) Article 15 (Measures for Providing Information in Electronic Format, Etc.), paragraph (2) in
Proposed amendments is to be newly established in order to allow the scope of the matters describedin the paper-based documents to be delivered to shareholders who have requested the delivery of
paper-based documents to be limited to the scope specified by the Ministry of Justice Order, withrespect to those matters for which measures for electronic provision of information are to be taken
regarding information that constitutes the content of reference documents for the general meeting ofshareholders, etc.
(iii) Article 15 (Internet Disclosure and Deemed Provision of Reference Documents for the General
Meeting of Shareholders, Etc.) of the current Articles of Incorporation is to be deleted as its provision
will be no longer required once the system for providing informational materials for the general
meeting of shareholders in electronic format is introduced.
(iv) Supplementary provisions are to be established regarding the effective date of the provisions above
to be established and deleted. These supplementary provisions are to be deleted after the effectivedate.
2. Details of amendment
The details of the amendments are as follows: The proposed amendments to the Articles of Incorporation in this
proposal, except the proposed amendments to Article 15, shall take effect at the conclusion of this meeting.
(Changes are underlined.)
Proposed Amendments

Current Articles of Incorporation
Chapter 1
General Provisions(Omitted)

Chapter 1
General Provisions(Unchanged)

Article 1 to Article 3
Article 1 to Article 3
Article 4 (Organs)
Article 4 (Organs)
The Company shall have the following organs in addition to the The Company shall have the following organs in addition to theGeneral Meeting of Shareholders and Directors:
General Meeting of Shareholders and Directors:
1. Board of Directors
1. Board of Directors
2. Corporate Auditors
2. Audit and Supervisory Committee
3. Board of Corporate Auditors(Deleted)
4. Financial Auditors
3. Financial Auditors
Article 5 (Public Notices)
Article 5 (Public Notices)(Omitted)(Unchanged)-4-Current Articles of Incorporation

Proposed Amendments

Chapter 2
Stocks(Omitted)

Chapter 2
Stocks(Unchanged)

Article 6 to Article 11

Article 6 to Article 11

Chapter 3
Chapter 3
General Meeting of Shareholders
General Meeting of Shareholders
Article 12 to Article 14(Omitted)
Article 12 to Article 14 (Unchanged)
Article 15 (Internet Disclosure and Deemed Provision of(Deleted)
Reference Documents for the General Meeting of
Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orpresented in the reference documents for the general meeting ofshareholders, business report, non-consolidated financial
statements and consolidated financial statements through theinternet in accordance with the provisions prescribed by the
Ministry of Justice Order, it may be deemed that the Company
has provided this information to shareholders.
(New)
Article 15 (Measures for Providing Information in Electronic
Format, Etc.)
1 When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2 Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paper-based
documents to be delivered to shareholders who requested thedelivery of paper-based documents by the record date ofvoting rights.
Article 16 to Article 18(Omitted)
Article 16 to Article 18 (Unchanged)
Chapter 4
Directors and Board of Directors
Article 19 (Number of Members)
The Company shall have no more than ten Directors.

Chapter 4
Directors and Board of Directors
Article 19 (Number of Members)
1 The Company shall have no more than twelve Directors(excluding those who are Audit and Supervisory Committee
Members).
(New)
2 The Company shall have no more than five Directors who
are Audit and Supervisory Committee Members (hereinafterreferred to as “Audit and Supervisory Committee
Members”)
Article 20 (Election and Dismissal)
Article 20 (Election and Dismissal)
1 Directors shall be elected and dismissed at a general meeting 1 Directors shall be elected by a resolution of a generalof shareholders.
meeting of shareholders, while making a distinction between
Audit and Supervisory Committee Members and other
Directors.
2 A resolution for the election of Directors shall be made by a2 (Unchanged)
majority of the voting rights of the shareholders who arepresent and hold one-third or more of the voting rights of theshareholders entitled to exercise their voting rights.
3 A resolution for the election of Directors shall not be made3 (Unchanged)
by cumulative voting.
4 A resolution for the dismissal of Directors shall be made by
4 A resolution for the dismissal of Directors (excluding those
two-thirds or more of the voting rights of the shareholders
who are Audit and Supervisory Committee Members) shallbe made by two-thirds or more of the voting rights of the
who are present and hold one-third or more of the voting
shareholders who are present and hold one-third or more ofrights of the shareholders entitled to exercise their voting
the voting rights of the shareholders who are entitled torights.
exercise their voting rights.

-5-Current Articles of Incorporation

Proposed Amendments

Article 21 (Term of Office)The term of office of Directors shall continue until theconclusion of the annual general meeting of shareholders held
for the last business year ending within two years after theirelection.
(New)

Article 21 (Term of Office)1 The term of office of Directors shall continue until theconclusion of the annual general meeting of shareholders
held for the last business year ending within one year after
their election.
2 Notwithstanding the provision of the preceding paragraph,
the term of office of Audit and Supervisory Committee
Members shall continue until the conclusion of the annual
general meeting of shareholders held for the last businessyear ending within two years after their election.
2 The term of office of a Director elected to increase the
3 The term of office of a Director (excluding those who arenumber of Directors or fill a vacancy shall continue until the
Audit and Supervisory Committee Members) elected toincrease the number of Directors or fill a vacancy shall
expiration of the term of office of the incumbent Directors.
continue until at the expiration of the term of office of theincumbent Directors (excluding those who are Audit andSupervisory Committee Members).
(New)
4 The term of office of an Audit and Supervisory Committee
Member elected to fill a vacancy shall continue until the
expiration of the term of an Audit and Supervisory
Committee Member who resigned.
(New)
5 A resolution for the election of a substitute Audit andSupervisory Committee Member in accordance with Article
329, paragraph (3) of the Companies Act shall be effective
until the commencement of the annual general meeting ofshareholders held for the last business year ending within
two years after their election unless shortened by such
resolution.
Article 22 (Representative Directors and Directors With Special Article 22 (Representative Directors and Directors With Special
Titles)Titles)1 The Board of Directors shall elect, by its resolution,
1 The Board of Directors shall elect, by its resolution,
Representative Director(s).
Representative Director(s) from Directors who are not Audit
and Supervisory Committee Members.
2 The Board of Directors may elect, by its resolution, one
2 The Board of Directors may elect, by its resolution, one
Director and Chairman, one Director and President, a small
Director and Chairman, one Director and President, a small
number of Senior Managing Directors and a small number of
number of Senior Managing Directors and a small number ofManaging Directors.
Managing Directors from Directors who are not Audit andSupervisory Committee Members.
Article 23 (Convener and Chairperson of Board of Directors
Article 23 (Convener and Chairperson of Board of Directors
Meetings)
Meetings)(Omitted)(Unchanged)
Article 24 (Notice of Convocation of Board of Directors
Article 24 (Notice of Convocation of Board of Directors
Meetings)
Meetings)
1 A notice of convocation of the Board of Directors meetings
1 A notice of convocation of the Board of Directors meetings
shall be given to each Director and each Corporate Auditor
shall be given to each Director at least three days prior to theat least three days prior to the date of such meeting.
date of such meeting. Provided, however, that in case ofProvided, however, that in case of urgency, such period may
urgency, such period may be shortened.
be shortened.
2 With the consent of all Directors and Corporate Auditors, the 2 With the consent of all Directors, the Board of Directors
Board of Directors meetings may be held without following
meetings may be held without following the convening
the convening procedures.
procedures.
Article 25 (Resolution of Board of Directors Meetings)
Article 25 (Resolution of Board of Directors Meetings)(Omitted)(Unchanged)(New)
Article 26 (Delegation of Decisions on Execution of Duties to
Directors)
Pursuant to the provisions of Article 399-13, paragraph (6) of
the Companies Act, the Company may, by a resolution of theBoard of Directors, delegate all or part of decisions on theexecution of important duties (excluding the listed in each itemof the same Article, paragraph (5)) to Directors.

-6-

Current Articles of Incorporation

Proposed Amendments

Article 26 (Minutes of Board of Directors Meetings)
A summary of proceedings and the outcome of the Board of
Directors meetings and other matters prescribed by laws andregulations shall be recorded in the minutes, affixed with thename and seal of the Directors and Corporate Auditors present.
Article 27 (Regulations of Board of Directors)(Omitted)
Article 28 (Remuneration, etc. of Directors)
Directors’ remuneration, bonuses, and other property benefits
received from the Company as compensation for the
performance of their duties (hereinafter referred to as“Remuneration, etc.”) shall be determined by a resolution of ageneral meeting of shareholders.

Article 27 (Minutes of Board of Directors Meetings)
A summary of proceedings and the outcome of the Board of
Directors meetings and other matters prescribed by laws andregulations shall be recorded in the minutes, affixed with thename and seal of the Directors present.
Article 28 (Regulations of Board of Directors)(Unchanged)
Article 29 (Remuneration, etc. of Directors)
Directors’ remuneration, bonuses, and other property benefits
received from the Company as compensation for the
performance of their duties shall be determined by a resolutionof a general meeting of shareholders, while making a distinction
between Audit and Supervisory Committee Members and other
Directors.
Article 30 to Article 31 (Unchanged)

Article 29 to Article 30(Omitted)

Chapter 5
Corporate Auditors and the Board of Corporate Auditors
Article 31 (Number of Members)
The Company shall have no more than four Corporate Auditors.
Article 32 (Method of Election)
1 Corporate Auditors shall be elected at a general meeting ofshareholders.
2 A resolution for the election of Corporate Auditors shall bemade by a majority of the voting rights of the shareholders
who are present and hold one-third or more of the voting
rights of the shareholders entitled to exercise their voting
rights.
Article 33 (Term of Office)1 The term of office of Corporate Auditors shall continue until
the conclusion of the annual general meeting of shareholders
held for the last business year ending within four years after
their election.
2 The term of office of a Corporate Auditor elected to fill avacancy of a Corporate Auditor who resigned before theexpiration of his or her term shall continue until the
expiration of the term of such resigned Corporate Auditor.
Article 34 (Full-time Corporate Auditors)
The Board of Corporate Auditors shall elect, by its resolution,
full-time Corporate Auditors.
Article 35 (Notice of Convocation of Board of Corporate
Auditors Meetings)
1 A notice of convocation of the Board of Corporate Auditors
meetings shall be given to each Corporate Auditor at least
three days prior to the date of such meeting. Provided,
however, that in case of urgency, such period may be
shortened.
2 With the consent of all Corporate Auditors, the Board of
Corporate Auditors meetings may be held without following
the convening procedures.
Article 36 (Method of Resolution of Board of Corporate
Auditors Meetings)
A resolution at the Board of Corporate Auditors meetings shall,unless otherwise stipulated in laws and regulations and the
Articles of Incorporation, be made by a majority of the
Corporate Auditors.

-7-(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation

Proposed Amendments

Article 37 (Minutes of Board of Corporate Auditors Meetings)
A summary of proceedings and the outcome of the Board of
Corporate Auditors meetings and other matters prescribed bylaws and regulations shall be recorded in the minutes, affixedwith the name and seal of the Corporate Auditors present.
Article 38 (Regulations of Board of Corporate Auditors)
Matters relating to the Board of Corporate Auditors shall begoverned, in addition to laws and regulations and this Articles
of Incorporation, by the regulations of the Board of Corporate
Auditors established by the Board of Corporate Auditors.
Article 39 (Remunerations, Etc. for Corporate Auditors)
Remunerations, etc. for Corporate Auditors shall be determinedby a resolution of a general meeting of shareholders.
Article 40 (Exemption from Liability of Outside Corporate
Auditors
Pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, the Company may execute agreements withoutside Corporate Auditors that limit their liability for damages
arising from failure to perform their duties. Provided, however,that the limit of the liability under such agreements shall be theamount stipulated by laws and regulations.

(Deleted)(New)

Chapter 5
Audit and Supervisory Committee
Article 32 (Full-time Audit and Supervisory Committee
Members)
The Audit and Supervisory Committee may elect full-time
Audit and Supervisory Committee Members from Audit andSupervisory Committee Members.
Article 33 (Notice of Convocation of Audit and Supervisory
Committee Meetings)
1 A notice on convocation of the Audit and Supervisory
Committee meetings shall be given at least three days prior
to the date of such meeting. Provided, however, that in caseof urgency, such period may be shortened.
2 With the consent of all Audit and Supervisory Committee
Members, the Audit and Supervisory Committee meetings
may be held without following the convening procedures.
Article 34 (Method of Resolution of Audit and Supervisory
Committee Meetings)
A resolution at the Audit and Supervisory Committee meetings,
unless otherwise stipulated in laws and regulations and the
Articles of Incorporation, be made by a majority of the Audit
and Supervisory Committee Members who are present and holda majorly of the voting rights of the Audit and Supervisory
Committee Members entitled to vote.
Article 35 (Minutes of Audit and Supervisory Committee
Meetings)
A summary of proceedings and the outcome of the Audit andSupervisory Committee meetings and other matters prescribedby laws and regulations shall be recorded in the minutes,
affixed with the name and seal of the Audit and Supervisory
Committee Members present.
Article 36 (Regulations of Audit and Supervisory Committee)
Matters relating to the Audit and Supervisory Committee shallbe governed, in addition to laws and regulations and the
Articles of Incorporation, by the regulations of the Audit andSupervisory Committee established by the Committee.

(New)

(New)

(New)

(New)

(New)

(Deleted)(Deleted)(Deleted)-8-

Current Articles of Incorporation
Chapter 6
Accounts
Article 41 to Article 44(Omitted)
Supplementary Provisions
Article 1 (Amendment to Articles of Incorporation)(Omitted)
(New)

(New)

Proposed Amendments
Chapter 6
Accounts
Article 37 to Article 40 (Unchanged)
Supplementary Provisions
Article 1 (Amendment to Articles of Incorporation)(Unchanged)
Article 2 (Transitional Measures Concerning Exemption from
Liability of outside Corporate Auditors)
Contracts to limit liability of outside Corporate Auditors(including former outside Corporate Auditors) for damages
stipulated in Article 423, paragraph (1) of the Companies Act
arising from actions taken prior to the conclusion of the 66th
Annual General Meeting of Shareholders shall be governed by
the provisions of Article 40 of the Articles of Incorporation
prior to the amendments made by a resolution of the sameannual general meeting of shareholders.
Article 3 (Transitional Measures Concerning Measures for
Providing Information in Electronic Format, Etc.)
1 The deletion of Article 15 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the Articles of Incorporation prior
to the amendments and the establishment of Article 15(Measures for Providing Information in Electronic Format,Etc.) of the Articles of Incorporation after the amendments
shall be effective on September 1, 2022 (hereinafter referred
to as the “Effective Date”).
2 Notwithstanding the provision(s) of the preceding paragraph,
Article 15 of the Articles of Incorporation prior to theamendments made by the resolution of the 66th Annual
General Meeting of Shareholders shall remain effective
regarding a general meeting of shareholders held on a datewithin six months from the Effective Date.
3 The provisions of this Article shall be deleted on the datewhen six months have elapsed from the Effective Date or
three months have elapsed from the date of the general
meeting of shareholders in the preceding paragraph,
whichever is later.

-9-

Current Articles of Incorporation
Article 2(Enforced)

Proposed Amendments
Article 4(Enforced)

May 25, 1957

Enforced

May 25, 1957

Enforced

September 26, 1975

Amended

September 26, 1975

AmendedApril 18, 1977

AmendedApril 18, 1977

AmendedDecember 10, 1984

AmendedDecember 10, 1984

AmendedDecember 18, 1987

AmendedDecember 18, 1987

AmendedDecember 19, 1988

AmendedDecember 19, 1988

AmendedJune 28, 1989

AmendedJune 28, 1989

AmendedJune 28, 1990

AmendedJune 28, 1990

AmendedJune 27, 1991

AmendedJune 27, 1991

AmendedJune 26, 1992

AmendedJune 26, 1992

AmendedJune 29, 1994

AmendedJune 29, 1994

AmendedJune 29, 1999

AmendedJune 29, 1999

AmendedJune 27, 2002

AmendedJune 27, 2002

AmendedJune 27, 2003

AmendedJune 27, 2003

AmendedJune 29, 2004

AmendedJune 29, 2004

AmendedMay 2, 2005

AmendedMay 2, 2005

AmendedJune 29, 2006

AmendedJune 29, 2006

AmendedJune 26, 2009

AmendedJune 26, 2009

AmendedJune 29, 2011

AmendedJune 29, 2011

AmendedJune 28, 2012

AmendedJune 28, 2012

AmendedJune 24, 2022

To be amended- 10 -

Proposal No. 3

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

The Company will transition to a company with an Audit and Supervisory Committee when Proposal No. 2“Amendment to the Articles of Incorporation” is approved as originally proposed, and the terms of office of all nine
Directors will expire when the amendments to the Articles of Incorporation take effect.
Accordingly, the Company proposes to increase the number of Directors by one in order to further strengthen the
management system, and elect ten Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies hereafter in this proposal). This proposal shall take effect, provided that the amendments
to the Articles of Incorporation in Proposal No. 2 “Amendment to the Articles of Incorporation” come into effect.
The candidates for Director are as follows:(Reference) List of candidates
Candidate
No.

Attribute1

Reelection

Hozumi Yoda

President and Representative Director

2

Reelection

Kiyoto Takizawa

Managing Director in charge of overseas
production

3

Reelection

Hiroshi Miyashita

Managing Director

4

Reelection

Kazuo Usui

5

Reelection

Hiroshi Shimizu

6

Reelection

Takahiro Kobayashi

7

Reelection

Hidetoshi Ogiwara

Director & Advisor

8

New election

Kazuyoshi Horiuchi

－

Name

Current position

Director and Chief General Manager of theEngineering Division
Director and Chief General Manager of theSales Division
Director and Chief General Manager of the
Production Division

Reelection
OutsideYosuke Taira
Outside Director
Independent
New election－
10
OutsideStephen Bruce Moore
Independent
Reelection: Candidate for Director to be reelected
Outside: Candidate for outside Director
Independent: Independent officer as defined by the securities exchange, etc.
New election: Candidate for Director to be newly elected9- 11 -

Number of timesofattendance/Boardof Directors
meetings
19/19(100%)
19/19(100%)
19/19(100%)
19/19(100%)
19/19(100%)
19/19(100%)
19/19(100%)－
19/19(100%)－

Candidate
No.

Name
(Date of birth)

Hozumi Yoda
(July 30, 1963)

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
July 1989
Joined the Company
May 1999
Seconded to NISSEI AMERICA, INC.
May 1999
Director and Vice President
June 1999
Director of the Company
Apr. 2001
President and Representative Director
668,860(current position)

Significant concurrent positions outside the Company
Representative Director and Chairman of NISSEI HOMMA
MACHINERY CO., LTD.
Chairman of NEGRI BOSSI S.P.A.
Chairman of NISSEI AMERICA, INC.
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
For the Company, Hozumi Yoda has served as Director for 23 years and Representative Director for 21 years,
demonstrated strong leadership and contributed to the improvement of corporate value. He is strongly motivated to keep
aiming for sustainable growth and the improvement of corporate value. We judge that he is an appropriate person to
manage the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been 23 years.
Reelection

1- 12 -

CandidateNo.

2

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1979
Joined the Company
June 2003
Executive Officer in charge of technologicaldevelopment and General Manager of theSpecial Machine Development Department
Apr. 2004
Executive Officer in charge of technologicaldevelopment, General Manager of Engineering
Marketing Department and General Manager of
the Special Machine Development Department
June 2004
Executive Officer and General Manager of theTechnology Management Department
June 2005
Director, General Manager of the Technology
Management Department, General Manager of
the Intellectual Property Department andGeneral Manager of the Engineering Marketing
Department
Apr. 2006
Director and General Manager of the Materials
Department
Kiyoto Takizawa
June 2006
Director, General Manager of the Procurement(February 20, 1957)
6,000
Management Department and General Managerof the Materials Department
Reelection
Apr. 2008
Director and General Manager of the
Procurement Management Department
June 2008
Managing Director and Chief General Managerof the Production Division
June 2010
Director in charge of the China region
June 2013
Director in charge of overseas production
June 2021
Managing Director in charge of overseas
production(current position)
Significant concurrent positions outside the Company
Representative Director of NISSEI PLASTIC MACHINERY(TAICANG) CO., LTD.
Chairman of NISSEI PLASTIC MACHINERY (THAILAND)
CO., LTD.
Representative Director of NISSEI PLASTIC MACHINERY(HAIYAN) CO., LTD.
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Kiyoto Takizawa, who currently serves as Managing Director in charge of overseas production, has a track record ofpromoting manufacturing and procurement in overseas markets since the launch of overseas production sites. He also hasabundant experience and deep insight related to these subjects. We judge that he can continue to contribute to the
management and development of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been 17 years.
Name(Date of birth)- 13 -

Candidate
No.

Name
(Date of birth)

Hiroshi Miyashita(February 8, 1957)

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1980
Joined The Hachijuni Bank, Ltd.
June 2010
Executive Officer and General Manager of
Suzaka Branch
June 2011
Managing Executive Officer and General
Manager of Head Office Business Department
June 2014
Audit & Supervisory Board Member
June 2018
Director in charge of the Internal Audit
Department of the Company
June 2019
Director in charge of the Internal Audit
Department, the Treasury Department and the
5,900
General Affairs Department

Reelection
June 2021

3

4Managing Director in charge of the Corporate
Planning Department, the Human Resources
Department, the Internal Audit Department, theTreasury Department, the General Affairs
Department, compliance and risk management(current position)
Significant concurrent positions outside the Company
Chairman of NISSEI TECHNICA CO., LTD.
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Through his experience as a full-time Audit & Supervisory Board Member of The Hachijuni Bank, Ltd., Hiroshi
Miyashita has acquired knowledge and insight regarding company management, governance, etc., and been performing
his duties and fulfilling his responsibilities. We judge that he can continue to contribute to the management anddevelopment of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been four years.
Apr. 1982
Joined the Company
June 2008
General Manager of the No. 2 Engineering
Kazuo Usui
Department of the Engineering Division(July 28, 1959)
5,200
June 2014
Director and Chief General Manager of theReelection
Engineering Division(current position)
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company, Kazuo Usui has been working at the Engineering Department. Through his experience,
including as a person in charge of the Engineering Department, he has acquired abundant experience and insight, andbeen performing his duties and fulfilling his responsibilities. We judge that he can continue to contribute to the
management and development of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been eight years.

- 14 -

Candidate
No.

5

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1986
Joined the Company
Apr. 2008
Sales Support Section Manager of the Sales
Department
July 2011
Head of the East Japan Block of the Sales
Division
Oct. 2014
Head of the Central Japan Block of the Sales
Division
Oct. 2015
Deputy General Manager of the Sales Division
June 2016
Director and Chief General Manager of the Sales
Division(current position)
Significant concurrent positions outside the Company
Hiroshi Shimizu
Chairman of NISSEI PLASTIC SINGAPORE PTE LTD.
(October 5, 1962)
Representative Director of NISSEI PLASTIC (HONG KONG)
4,500
LTD.
Reelection
Representative Director of TAIWAN NISSEI MACHINERYCORPORATION
President of NISSEI MEXICO, S.A.DE C.V.
Chairman of NISSEI PLASTIC (THAILAND) CO., LTD.
Representative Director of NISSEI PLASTIC (SHANGHAI)
CO., LTD.
Chairman of NISSEI PLASTIC (VIETNAM) CO., LTD.
Chairman of NISSEI PLASTIC (INDIA) PRIVATE LTD.
President of NISSEI PLASTIC PHILIPPINES, INC.
Chairman of PT. NISSEI PLASTIC INDONESIA
Representative Director of NISSEI PLASTIC (TAICANG) CO.,LTD.
Chairman of NISSEI EUROPE, s.r.o.
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company, Hiroshi Shimizu has been working at the Sales Department. Through his experience,
including as a person in charge of the Sales Department, he has acquired wide and abundant experience and deep insight,
and been performing his duties and fulfilling his responsibilities. We judge that he can continue to contribute to the
management and development of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been six years.
Name(Date of birth)- 15 -

Candidate
No.

6

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1984
Joined the Company
Apr. 2007
Deputy Manager of the Manufacturing
Department
June 2008
General Manager of the Manufacturing
Department
July 2012
Director and Deputy Manager of NISSEIPLASTIC MACHINERY (TAICANG) CO.,LTD. (Dispatched)
Aug. 2014
Director and Manager
Takahiro Kobayashi
July 2015
General Manager of the Production Engineering(February 12, 1961)
5,700
Department of the Company
June 2017
Executive Officer, Deputy General Manager ofReelection
the Production Division and General Manager of
the Procurement Department
June 2018
Director, Chief General Manager of the
Production Division and in charge of the Quality
Assurance Department(current position)
Significant concurrent positions outside the Company
Representative Director and Chairman of NISSEI METALWORKS CO., LTD.
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company, through his experience working at the Engineering Department, the Production Engineering
Department, the Manufacturing Department, NISSEI PLASTIC MACHINERY (TAICANG) CO., LTD., etc. Takahiro
Kobayashi has acquired abundant knowledge and insight regarding the Engineering and Production departments, andbeen performing his duties and fulfilling his responsibilities. We judge that he can continue to contribute to the
management and development of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been four years.
Name(Date of birth)- 16 -

Candidate
No.

7

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1974
Joined The Hachijuni Bank, Ltd.
June 2006
Audit & Supervisory Board Member
June 2010
Managing Director in charge of the Internal
Audit Department, the Corporate Planning
Department, the General Affairs Department, theTreasury Department and compliance of theCompany
Feb. 2011
Managing Director in charge of the Internal
Audit Department, the Corporate Planning
Department, the General Affairs Department, theTreasury Department, compliance and risk
management
June 2011
Managing Director in charge of the Internal
Audit Department, the Corporate Planning
Department, the General Affairs Department, theTreasury Department, the Human Resources
Hidetoshi Ogiwara
Department, compliance and risk management(March 31, 1950)
21,400June 2014
Senior Managing Director in charge of theReelection
Internal Audit Department, the Corporate
Planning Department, the General Affairs
Department, the Treasury Department, the
Human Resources Department, compliance andrisk management
June 2018
Senior Managing Director in charge of the
Corporate Planning Department, the Treasury
Department, the General Affairs Department, the
Human Resources Department, compliance andrisk management
June 2019
Senior Managing Director in charge of the
Corporate Planning Department, the Human
Resources Department, compliance and risk
management
June 2021
Director & Advisor(current position)
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Through his experience as a full-time Audit & Supervisory Board Member of The Hachijuni Bank, Ltd., Hidetoshi
Ogiwara has acquired abundant knowledge and experience regarding company management and laws and regulations
including the Companies Act. He has outstanding insight, having held the positions of a Senior Managing Director, etc.
We judge that he can continue to contribute to the development of the Company by making management decision andproviding advice on management decisions and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been 12 years.
Name(Date of birth)- 17 -

Candidate
No.

8

9

10

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
May 1989
Joined the Company
Apr. 2009
General Manager of the Internal Audit
Kazuyoshi Horiuchi
Department(September 29, 1961)
1,000
July 2010
General Manager of the Treasury Department
June 2019
Executive Officer and General Manager of the
New election
Treasury Department(current position)
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company, Kazuyoshi Horiuchi has been engaged in the fields of accounting and finance and acquired a
wealth of experience. Serving as an Executive Officer and General Manager of the Treasury Department, he has beenworking on issues concerning consolidated subsidiaries, achieving results and demonstrating strong leadership. We judge
that as a Director, he can continue to contribute to the development of the Company and propose his election as Director.
TenureHe is a candidate for Director to be newly elected.
Apr. 2002
Joined SHOWA PAXXS CORPORATION
Sept.
2006
JoinedTohmatsu Tax Co.
Yosuke Taira
Apr.
2011
Registeredas a tax accountant(November 6, 1979)
Dec. 2014
Resigned from Tohmatsu Tax Co.
3,200
Reelection
Dec. 2014
President of Yosuke Taira Tax Accountant OfficeOutside(current position)
Independent
June 2016
Outside Director of the Company(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles, etc.
Reasons for nomination
Yosuke Taira is thoroughly familiar with tax affairs and accounting and has considerate expertise as a tax accountant.
Based on his experience and knowledge, he has been providing valuable opinions from an independent viewpoint. We
expect that he will contribute to supervising the management and development of the corporate governance system of theCompany as outside Director and independent officer, and proposes his reelection.
TenureAt the conclusion of this meeting, his tenure as outside Director will have been six years.
Jan. 1991
Joined McGraw Hill
Chief of Asia Pacific Region, Modern Plastics
magazine
Stephen Bruce Moore
Oct. 1999
Joined Chemical Week
(October 6, 1966)
Editor in charge of Asia Pacific Region,
Chemical Week0
New election
Apr. 2009
Joined Intercedent Asia Pte. Ltd.
OutsideDirector and Manager of Precision Engineering
Independent
Research
June 2021
CEO, MLT Analytics Pte. Ltd.
(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles, etc.
Reasons for nomination
Stephen Bruce Moore held the positions of a journalist, a researcher and a Director at a magazine publisher specializingin the plastics industry, and at a research firm. With a global perspective, he is familiar with the plastics industry ingeneral and has acquired advanced knowledge. He also has prominent level of expertise regarding corporate
management as CEO of MLT Analytics Pte. Ltd. As an outside Director and an independent officer of the Company, heis expected to provide useful opinions and advice from a global and objective viewpoint. We expect that he willcontribute to supervising the management and global development of the Company, and propose his election.
TenureHe is a candidate for outside Director to be newly elected.
Name(Date of birth)- 18 -

Notes:1. There is no special interest between each candidate and the Company.
2. Yosuke Taira and Stephen Bruce Moore are candidates for outside Director.
3. The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Yosuke Tairahas been designated as independent officers as defined by the aforementioned exchanges. If the election of Stephen Bruce
Moore is approved, the Company plans to submit notification to the Tokyo Stock Exchange and the Nagoya Stock
Exchange concerning his designation as independent officer as defined by the aforementioned exchanges.
4. Limited liability agreement with outside Director
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into a limited
liability agreement with Yosuke Taira that limits his liability for damages under Article 423, paragraph (1) of theCompanies Act, having the amount stipulated by laws and regulations as the limit. If the election of Yosuke Taira isapproved, the Company will continue the said agreement with him.
If the election of Stephen Bruce Moore is approved, the Company plans, pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, to enter into a limited liability agreement that limits his liability for damages under
Article 423, paragraph (1) of the Companies Act, having the amount stipulated by laws and regulations as the limit.
5. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The contract covers damages that may arise due to the insured,
including the Company’s Directors, assuming liability in relation to their execution of duties or receiving a claim in
relation to the pursuit of such liability. If the candidates are elected as Director, they will become insured under the said
insurance contract. The Company plans to renew the said insurance contract with the same terms and conditions at thenext renewal.

- 19 -

(Reference) Skill matrix of the candidates
Corporate management

Production/Technology/
Development

Sales/Marketing

Hozumi Yoda

○

○

○

Kiyoto Takizawa

○

○

○

Hiroshi Miyashita

○

○

○

○

○

Hiroshi Shimizu○

Takahiro Kobayashi
○

○

○

○
○

Kazuyoshi Horiuchi◎

Yosuke Taira
Stephen Bruce Moore

Legal

○

Kazuo Usui

Hidetoshi Ogiwara

Finance/Accounting/(Accounting/Tax)○○○

Corporate management: Compliance, risk management, ESG and sustainability included
Sales/marketing: Global business included: Experts working on accounting, tax or legal affairs as a business- 20 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

The Company will transition to a company with an Audit and Supervisory Committee when Proposal No. 2“Amendment to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes the election of three Directors who are Audit and Supervisory Committee
Members.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
This proposal shall take effect, provided that the amendments to the Articles of Incorporation in Proposal No. 2“Amendment to the Articles of Incorporation” come into effect.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:(Reference) List of candidates

Candidate
No.

Attribute1

New election

Name

Yoshinao Handa

Current position

Number of times ofattendance/Board of
Directors meetings
Number of times ofattendance/Board of
Corporate Auditors
meetings－－

New election
OutsideKazuyuki Narusawa
Outside Corporate Auditor
Independent
New election
3
OutsideHaruko Nishida
Outside Corporate Auditor
Independent
New election: Candidate for Director (Audit and Supervisory Committee Member) to be newly elected
Outside: Candidate for outside Director (Audit and Supervisory Committee Member)
Independent: Independent officer as defined by the securities exchange, etc.
2

- 21 -

19/19 (100%)
16/16 (100%)
19/19 (100%)
16/16 (100%)

Candidate
No.

Name
(Date of birth)

2

Apr. 1986
July 2011
July 2015

Number of theCompany’s shares
ownedJoined the Company
Manager of the Internal Audit Department
General Manager of the Internal Audit
200
Department and General Manager of Corporate
New election
Auditor(current position)
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member, etc.
Reasons for nomination
Since joining the Company, Yoshinao Handa has been engaged in internal audit operations after working in the Sales
Department. In 2011, he assumed office as Manager of the Internal Audit Department and since 2015, has been serving
as General Manager of the Internal Audit Department, acquiring wide and abundant experience and deep insight infinance and internal control. We judge that, as a Director of the Company who is an Audit and Supervisory Committee
Member, he can execute the appropriate audit of legal compliance and validity of Directors’ performance of duties froman objective viewpoint, and propose his election.
TenureHe is a newly nominated candidate for Director who is an Audit and Supervisory Committee Member.
Apr. 1962
Joined The Hachijuni Bank, Ltd.
June 2001
President
Kazuyuki Narusawa
June 2005
Chairman(December 2, 1938)
June 2007
Advisor
8,900
New election
June 2011
Resigned from Advisor of The Hachijuni Bank,
OutsideLtd.
Independent
June 2011
Outside Corporate Auditor of the Company(current position)
Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles, etc.
Reasons for nomination
Kazuyuki Narusawa, having served as President of The Hachijuni Bank, Ltd., has deep insight in corporate
management and abundant experience related to governance. He has been performing his duties and fulfilling his
responsibilities as an outside Corporate Auditor of the Company. We expect him to contribute to strengthening of theaudit and supervisory functions from an objective viewpoint as an outside Director and an independent officer who is an
Audit and Supervisory Committee Member, and proposes his election.
TenureAt the conclusion of this meeting, his tenure as Corporate Auditor will have been 11 years.
Yoshinao Handa(December 13, 1962)

1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company- 22 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981

3

Notes:

1.
2.
3.

4.

5.

Number of theCompany’s shares
ownedJoined Research Institute of Mitsui Knowledge
Industry Co., Ltd.
July 1991
Resigned from Mitsui Knowledge Industry Co.,
Ltd.
Aug. 1992
Joined McKinsey & Company Inc., Japan
Jan. 2011
Resigned from McKinsey & Company Inc.,
Japan
Jan. 2011
Representative of Office Phronesis (current
position)
Haruko NishidaJan. 2011
Secretary General and Board Member of(August 6, 1957)
IMPACT Foundation Japan (general
700
incorporated association)
New election
Mar. 2012
Secretary General of Public Resource
OutsideFoundation (public interest incorporated
Independent
foundation) (current position)
Nov. 2015
President of Women Help Women (generalincorporated association) (current position)
Sept. 2017
Chairperson of Japan Business Model
Association (specified non-profit organization)(current position)
Aug. 2019
Director of RINNE Co., Ltd. (current position)
June 2020
Outside Corporate Auditor of the Company(current position)
Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles, etc.
Reasons for nomination
Haruko Nishida has been engaged in the operation of a non-profit organization as Chairperson of a general incorporated
association, etc. for many years and has abundant knowledge and deep insight related to company management andgovernance based on her past working experience. She has been performing her duties and fulfilling her responsibilities
as an outside Corporate Auditor of the Company. We expect her to contribute to strengthening of the audit andsupervisory functions from an objective and professional viewpoint as an outside Director and an independent officer
who is an Audit and Supervisory Committee Member, and proposes her election.
TenureAt the conclusion of this meeting, her tenure as Corporate Auditor will have been two years.
There is no special interest between each candidate and the Company.
Kazuyuki Narusawa and Haruko Nishida are candidates for outside Director who is an Audit and Supervisory Committee
Member.
The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Kazuyuki
Narusawa and Haruko Nishida have been designated as an independent officer as defined by the aforementioned
exchanges.
Limited liability agreement with outside Director
Pursuant to the provisions of Article 427, paragraph (1) of the Articles of Incorporation of the Companies Act, theCompany has entered into a limited liability agreement with Kazuyuki Narusawa and Haruko Nishida that limits their
liability for damages under Article 423, paragraph (1) of the Companies Act, having the amount stipulated by laws andregulations as the limit. If the election of Kazuyuki Narusawa and Haruko Nishida is approved, the Company will enter
into the said agreement with them.
The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The contract covers damages that may arise due to the insured,
including the Company’s Directors, assuming liability in relation to their execution of duties or receiving a claim in
relation to the pursuit of such liability. If the candidates are elected as Director who is an Audit and Supervisory Committee
Member, they will become insured under the said insurance contract. The Company plans to renew the said insurance
contract with the same terms and conditions at the next renewal.

- 23 -

(Reference) Skill matrix of the candidates
Corporate management

Production/Technology/
Development

Sales/Marketing

Finance/Accounting/Legal○

Yoshinao Handa
Kazuyuki Narusawa○○

Haruko Nishida○○

Corporate management: Compliance, risk management, ESG and sustainability included
Sales/marketing: Global business included- 24 -○

Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company will transition to a company with an Audit and Supervisory Committee when Proposal No. 2“Amendment to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes the election of one substitute Director who is an Audit and Supervisory
Committee Member to be ready to fill a vacant position should the number of Directors who are Audit andSupervisory Committee Members fall below the number required by laws and regulations.
In addition, the consent of the Board of Corporate Auditors has been obtained for this proposal.
This proposal shall take effect, provided that the amendments to the Articles of Incorporation in Proposal No. 2“Amendment to the Articles of Incorporation” come into effect.
The candidates for substitute Director who is an Audit and Supervisory Committee Member are as follows:
Name(Date of birth)

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

Number of theCompany’s shares
ownedJuly 1996

Registered as an attorney at law
Joined Joji Matsumoto Law Firm
Apr. 1997
Professor of Faculty of Law of Kokugakuin
Hiroshi Haruta
University(July 16, 1958)
1,000
Apr. 2004
Professor of Komazawa University Law School(current position)
June 2013
Komazawa Law Office (current position)(current position)
Reasons for nomination as candidate for substitute outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles, etc.
Hiroshi Haruta is thoroughly familiar with corporate law as a lawyer, has advanced abilities and insight. We, therefore, expect him to
audit from an objective viewpoint. We judge that he can appropriately execute his duties as outside Director who is an Audit andSupervisory Committee Member, and propose his election as substitute outside Director who is an Audit and Supervisory Committee
Member.
Notes: 1. There is no special interest between Hiroshi Haruta and the Company.
2. Hiroshi Haruta is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member.
3. Limited liability agreement with outside Director
If Hiroshi Haruta is elected as outside Director who is an Audit and Supervisory Committee Member, the Company plans,
pursuant to the provisions of Article 427, paragraph (1) of the Articles of Incorporation of the Companies Act, to enter
into a limited liability agreement that limits his liability for damages under Article 423, paragraph (1) of the Companies
Act, having the amount stipulated by laws and regulations as the limit.
4. The Company has entered into a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, paragraph (1) of the Companies Act. The contract covers damages that may arise due to the insured,
including the Company’s Directors, assuming liability in relation to their execution of duties or receiving a claim in
relation to the pursuit of such liability. If Hiroshi Haruta is elected as outside Director who is an Audit and Supervisory
Committee Member, he will become insured under the said insurance contract.

Reference
1. Policy and procedure of the nomination of the candidate for Director
For the election of Directors of the Company, with the aim of enabling appropriate decision-making on ourGroup’s business, which is the manufacturing and sales of plastic injection molding machines, in an agile mannerand supervising the execution of the business, our basic policy is that talented people who have professional
capabilities, knowledge and insight of the business above shall be appointed as a candidate for inside Director,
and talented people (including women and foreigners) who can actively point out issues related to growthstrategies and governance from the viewpoint of stakeholders and customers with diverse values should be
nominated as a candidate for outside Director. Based on the policy above, we widely search for talented people
within and outside of the Company. The Nominating Committee, which consists of two Directors with special
titles and two independent outside Directors, deliberates candidates for directors based on internal criteria forthe nomination of candidates for Directors, and then the Board of Directors determines.

- 25 -

2. Criteria for nominating outside Director
In nominating a candidate for outside Director, on the premise of meeting the provisions of the Companies Act
and the independence standards defined by Tokyo Stock Exchange, Inc., we make an assessment based on our
own Outside Director Nomination Criteria below:
1) A candidate should have experience and knowledge that allows him/her to express valuable opinions about
the management of the Company at the Board of Directors, etc. from an independent and objective
viewpoint.
2) A candidate should be able to oversee the conflicts of interest between management and shareholders as
required as outside Director of the Company and appropriately present the opinions of stakeholders to theBoard of Directors.
3) A candidate should have the ability to supervise management as a member of the Board of Directors
through the appointment and dismissal of executives and other important decision-making.
4) A candidate should be able to allocate his/her time to attend at least 75% of the Board of Directors meetingsas an outside Director.
* As for a concurrent position serving as an officer of other companies, it is regarded as “within the reasonable
range of concurrent positions” if a candidate can ensure an attendance rate of at least 75% for the Board of
Directors meetings.
5) A candidate should have considerable knowledge in either industrial machinery-related manufacturing,corporate law, accounting or management, and be able to act as an outside Director of the Company.

- 26 -

Proposal No. 6

Determination of Amount of Remuneration for Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)

The Company will transition to a company with an Audit and Supervisory Committee when Proposal No. 2“Amendment to the Articles of Incorporation” is approved as originally proposed.
It was approved at the 55th Annual General Meeting of Shareholders held on June 29, 2011 that the amount of
remuneration for Directors of the Company shall be no more than 250 million yen per year. However, in line withthe transition to a company with an Audit and Supervisory Committee, the Company proposes to abolish thisremuneration and establish a new amount of remuneration for Directors (excluding Directors who are Audit andSupervisory Committee members) of no more than 320 million yen per year (of which, no more than 20 million yen
per year for outside Directors).
If this proposal is approved, the Company, at a meeting of its Board of Directors to be held after the close of this
General Meeting of Shareholders, plans to change the portion of the policy for the determination of the details of
remuneration, etc. for each individual Director stated in the Business Report that refers to “Directors” to “Directors(excluding Directors who are Audit and Supervisory Committee Members)” so as to be consistent with the statement
approved by this meeting.
The Company believes that this proposal is appropriate because it was determined based on a comprehensive
consideration of the Company’s business scale, the remuneration system for officers and the payment standards, thecurrent number of officers and future trends as well as on opinions from the Remuneration Committee, being anadvisory body of the Board of Directors.
The said remuneration shall not include the employee salary for Directors concurrently serving as employees.
The Company currently has nine Directors (including two outside Directors). If Proposal No. 2 “Amendment to the
Articles of Incorporation” and Proposal No. 3 “Election of Ten Directors (excluding Directors who are Audit andSupervisory Committee Members)” are approved as originally proposed, the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) relating to this proposal will be ten, (including two
outside Directors).
This proposal shall take effect, provided that the amendments to the Articles of Incorporation in Proposal No. 2“Amendment to the Articles of Incorporation” come into effect.

Proposal No. 7

Determination of Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members

The Company will transition to a company with an Audit and Supervisory Committee when Proposal No. 2“Amendment to the Articles of Incorporation” is approved as originally proposed.
Accordingly, the Company proposes that the amount of remuneration for Directors who are Audit and Supervisory
Committee Members be no more than 50 million yen per year. The Company believes that this proposal is appropriate
because it was determined based on a comprehensive consideration of the Company’s business scale, theremuneration system for officers, the payment standards, the current number of officers and future trends as well as
on opinions from the Remuneration Committee, being an advisory body of the Board of Directors.
If Proposal No. 2 “Amendment to the Articles of Incorporation” and Proposal No. 4 “Election of Three Directors
who are Audit and Supervisory Committee Members” are approved as originally proposed, the number of Directors
who are Audit and Supervisory Committee Members relating to this proposal will be three.
This proposal shall take effect, provided that the amendments to the Articles of Incorporation in Proposal No. 2“Amendment to the Articles of Incorporation” come into effect.

- 27 -

Proposal No. 8

Determination of Amount and Details of Stock Option Remuneration for Directors (Excluding
Directors Who Are Audit and Supervisory Committee Members and Outside Directors)

It was approved at the 55th Annual General Meeting of Shareholders held on June 29, 2011 that the amount of
remuneration, etc. regarding share acquisition rights as stock options for Directors of the Company shall be no morethan 50 million yen per year, apart from the amount of the monetary remuneration for Directors that was approved
to be no more than 250 million yen per year at the same general meeting. However, when Proposal 2 “Amendment
to the Articles of Incorporation” is approved as originally proposed, the Company will transition to a company with
an Audit and Supervisory Committee.
Accordingly, the Company proposes to abolish the provisions on the amount of remuneration, etc. and details
regarding share acquisition rights as stock options for current Directors and to allot share acquisition rights as stock
options to Directors (excluding Directors Who Are Audit and Supervisory Committee Members and Outside
Directors) of the Company, not exceeding the amount of 70 million yen per year, apart from the amount of
remuneration, etc. that has been proposed to approve in Proposal No. 6 “Determination of Amount of Remuneration
for Directors (excluding Directors who are Audit and Supervisory Committee Members).”
Under the proposed stock options, Directors (excluding Directors Who Are Audit and Supervisory Committee
Members and Outside Directors) who are allotted share acquisition rights shall be granted an amount of remuneration
equal to the paid-in amount, and they shall acquire share acquisition rights by offsetting the paid-in amount against
the rights to the remuneration.
The amount of remuneration as stock options shall be the amount obtained by multiplying the fair value of one unitof share acquisition rights calculated on the day when the share acquisition rights are allotted, by the total number ofthe share acquisition rights to be allotted. The amount of stock option remuneration for Directors (excluding Directors
Who Are Audit and Supervisory Committee Members and Outside Directors) shall not include the employee salaryfor Directors concurrently serving as employees.
The Company believes that the amount and details of remuneration, etc. regarding the said share acquisition rights
as stock options are appropriate because they were determined based on the state of business execution and the levelof contribution, etc. by Directors (excluding Directors who are Audit and Supervisory Committee Members andoutside Directors) as well as on opinions from the Remuneration Committee, being an advisory body of the Boardof Directors.
If this proposal is approved, the Company, at a meeting of its Board of Directors to be held after the close of this
General Meeting of Shareholders, plans to change the portion of the policy for the determination of the details of
remuneration, etc. for each individual Director stated in the Business Report that refers to “Directors” to “Directors(excluding Directors who are Audit and Supervisory Committee Members)” so as to be consistent with the statement
approved by this meeting.
The Company currently has nine Directors (including two outside Directors). If Proposal No. 2 “Amendment to the
Articles of Incorporation” and Proposal No. 3 “Election of Ten Directors (excluding Directors who are Audit andSupervisory Committee Members)” are approved as originally proposed, the number of Directors (excluding
Directors who are Audit and Supervisory Committee Members) will be ten, (including two outside Directors). As aresult, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members and outside
Directors) who are eligible to be granted share acquisition rights as stock options will be eight.
This proposal shall take effect, provided that Proposal No. 2 “Amendment to the Articles of Incorporation” comes
into effect.
The reasons for the allocation of share acquisition rights as remuneration to Directors (excluding Directors Who Are
Audit and Supervisory Committee Members and Outside Directors) and the details of the share acquisition rights are
as follows:
1. Reasons for the allocation of share acquisition rights as remuneration to Directors (excluding Directors Who Are
Audit and Supervisory Committee Members and Outside Directors)
With respect to the remuneration plan for Directors (excluding Directors Who Are Audit and Supervisory
Committee Members and Outside Directors), the Company proposes to allot share acquisition rights as stockbased remuneration stock options to Directors of the Company (excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors) in order to increase their motivation and morale tocontribute to improving medium- and long-term business performance and enhancing corporate value by further
strengthening the linkage of the Company’s business performance and its share value and encouraging Directors- 28 -

(excluding Directors Who Are Audit and Supervisory Committee Members and Outside Directors) to share withshareholders not only the benefits of higher share prices but also the risks of lower share prices.
2. Details of share acquisition rights as stock options(1) Class and number of shares for the purpose of share acquisition rights
The class of shares for the purpose of share acquisition rights shall be common shares of the Company.
The number of shares for the purpose of share acquisition rights (hereinafter referred to as the “Number of
Shares Granted”) shall be 100 shares. If, after the date of the resolution for this proposal (hereinafterreferred to as the “Resolution Date”), the Company executes a stock split (including a gratis allotment ofcommon shares of the Company; the same applies hereinafter regarding stock splits) or a consolidation of
the common shares of the Company, then the Number of Shares Granted shall be adjusted in accordancewith the following formula.
Number of Shares Granted after adjustment = Number of Shares Granted before adjustment x Ratio of
Stock Split or Stock Consolidation
Any fraction less than one share resulting from the adjustment above shall be disregarded.
In addition to the above, if, after the Resolution Date, the Company executes a merger, a corporate split ora share exchange or in case of other events that makes it necessary to adjust the Number of Shares Granted,
the Company shall adjust the Number of Shares Granted as deemed necessary by the Board of Directorsof the Company.
The maximum number of shares to be granted through the exercise of share acquisition rights, which areissued within one year from the date of the annual general meeting of shareholders of the Company foreach business year, shall be 240,000 common shares of the Company. If the Number of Shares Granted isadjusted, the maximum number shall be obtained by multiplying the Number of Shares Granted after
adjustment by the aggregate number of share acquisition rights as provided below.
(2) Total number of share acquisition rights
The maximum number of share acquisition rights to be issued within one year from the date of the annual
general meeting of shareholders of the Company for each business year shall be 2,400 units.
(3) Paid-in amount (issue price) of share acquisition rights
The paid-in amount (issue price) for one unit of share acquisition rights shall be determined by the Boardof Directors of the Company based on the fair value of the share acquisition rights calculated at the time
when they are allotted.
A person granted the allotment shall offset his or her payment obligations against the remuneration
receivable from the Company, in place of monetary payment.
(4) Amount of assets to be contributed upon exercise of share acquisition rights
The amount of assets to be contributed upon exercise of each unit of share acquisition rights shall be the
Number of Shares Granted multiplied by one yen, which is the exercise price per share to be granted
through the exercise of the share acquisition rights.
(5) Period during which share acquisition rights may be exercised
A period to be determined by the Board of Directors of the Company, not exceeding 35 years from the datefollowing the allotment of share acquisition rights.
(6) Terms for acquisition of share acquisition rights
If any of the proposals in (i), (ii), (iii), (iv) and (v) below is approved at a general meeting of shareholdersof the Company (or, if a resolution of a general meeting of shareholders is not required, is resolved at theBoard of Directors of the Company or determined by the executive officer who has been delegated pursuant
to the provisions of Article 416, paragraph (4) of the Companies Act), the Company may acquire shareacquisition rights without consideration on a date to be designated separately by the Board of Directors of
the Company.
(i) A proposal to approve a merger agreement under which the Company shall become a disappearing
company(ii) A proposal to approve a split agreement or split plan under which the Company shall become a split
company(iii) A proposal to approve a share exchange agreement or share transfer plan under which the Company
shall become a wholly–owned subsidiary- 29 -

(7)(iv) A proposal to approve an amendment to the Articles of Incorporation which stipulates that, withrespect to all the shares issued by the Company, it is required to obtain the approval of the Company
when acquiring the shares by transfer(v) A proposal to approve an amendment to the Articles of Incorporation which stipulates that, withrespect to the classes of shares for the purpose of share acquisition rights, it is required to obtain theapproval of the Company when acquiring the shares by transfer, or that the Company may acquire
all the shares based on a resolution of a general meeting of shareholders
Restrictions on acquisition of share acquisition rights by transfer
The acquisition of share acquisition rights by transfer shall require approval by a resolution of the Boardof Directors of the Company.

(8)

Conditions on exercise of share acquisition rights
Conditions on the exercise of share acquisition rights - for example, a person granted the share acquisitionrights may exercise his or her rights at the point of time when he or she loses his or her positions as a
Director of the Company - shall be determined by the Board of the Company, where the subscription
requirements, etc. of share acquisition rights are determined.
(9) Calculation of fair value per of share acquisition rights
The fair value of share acquisition rights shall be calculated by means of the Black-Scholes Model basedon various conditions on the date of the allotment.
(10) Other details, etc. regarding share acquisition rights
Other details shall be determined by the Board of Directors, where the subscription requirements, etc. ofshare acquisition rights are determined.

- 30 -