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 5, 2024
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 68th Annual General Meeting of Shareholders
We would like to express our deepest sympathy to those who have been affected by the recent Noto Peninsula
earthquake and wish the earliest recovery possible.
NISSEI PLASTIC INDUSTRIAL CO., LTD. (the “Company”) would like to inform you that we are holding the 68th
Annual General Meeting of Shareholders as below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of Reference Documents for the General Meeting of Shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the following websites. Please access any of these to review the information.
The Company’s website:
https://www.nisseijushi.co.jp/ (in Japanese)(From the above website, select “Investor Relations,” and then “Notice of Convocation of General Meeting of
Shareholders.”)
Website for informational materials for the General Meeting of Shareholders:
https://d.sokai.jp/6293/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “Nissei Plastic Industrial” in “Issue name(company name)” or the Company’s securities code “6293” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)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 and exercise
your voting rights.
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 Tuesday, June 25, 2024 (JST).
When you exercise your voting rights in writing (by mail):
Please indicate your approval or disapproval on the Voting Exercise Form and return it to us so that it reaches us by
no later than 5:20 p.m. on Tuesday, June 25, 2024 (JST).
1. Date and time
2. Venue:

Wednesday, June 26, 2024, 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-1-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 Audit and Supervisory
Committee for the 68th Fiscal Year (from April 1, 2023 to March 31, 2024)
2. Report on the content of the Non-consolidated Financial Statements for the 68th Fiscal Year (from April 1,
2023 to March 31, 2024)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Eight Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 3
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member
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) If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on each aforementioned website.

- 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.
- For this General Meeting of Shareholders, paper-based documents stating items for which measures for providing information inelectronic format are to be taken will be delivered to all shareholders regardless of whether they have made a request for delivery ofsuch documents. However, items to be presented as the Matters related to share acquisition right(s) of the Company, etc., theConsolidated 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 not included in the document you will receive, in
accordance with laws, regulations and the provision of Article 15, paragraph (2) of the Articles of Incorporation of the Company.
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 Audit and Supervisory Committee and the Financial Audit Report by Financial Auditor
include items listed on the document, as well as items to be presented as the Matters related to share acquisition right(s) of theCompany, etc., the Consolidated Statements of Changes in Equity, the Notes to Consolidated Financial Statements, the Nonconsolidated 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¥20 per common share of the Company
Total payment: ¥380,750,900
Accordingly, including the interim dividend of ¥15 per share, the annual dividend will be ¥35 per share.
Effective date of dividends of surplus
June 27, 2024

-3-

Proposal No. 2

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

The terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same applies hereafter in this proposal) will expire at the conclusion of this meeting.
Accordingly, the Company proposes the election of eight Directors.
With respect to this proposal, the Audit and Supervisory Committee has furnished its opinion that there are no mattersthat need to be pointed out.
The candidates for Director are as follows:(Reference) List of candidates
Number of timesofattendance/Boardof Directors
meetings
21/21(100%)
21/21(100%)
21/21(100%)

Candidate
No.

Attribute1

Reelection

Hozumi Yoda

President and Representative Director

2

Reelection

Takahiro Kobayashi

Managing Director and Chief General
Manager of the Production Division

3

Reelection

Kazuyoshi Horiuchi

Director

4

Reelection

Kikuo Sakurada

Director and Chief General Manager of theSales Division

17/17(100%)

5

New election

Akihiko Imai

Operating Officer and General Manager of
the Corporate Planning Department–

6

New election

Isamu Komamura

General Manager of the No. 2 Engineering
Department

–

Name

Current position

Reelection
OutsideYosuke Taira
Outside Director
Independent
Reelection
8
OutsideStephen Bruce Moore
Outside Director
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 elected
7

-4-

21/21
(100%)
21/21(100%)

Candidate
No.

1

2

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
Director and Vice President of NISSEIAMERICA, INC.
Hozumi Yoda
June 1999
Director of the Company(July 30, 1963)
649,160
Apr. 2001
President and Representative Director(current position)
Reelection
Significant concurrent positions outside the Company
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 25 years and Representative Director for 23 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 25 years.
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
July 2015
General Manager of the Production Engineering
Department of the Company
June 2017
Operating Officer, Deputy General Manager of
Takahiro Kobayashi
the Production Division and General Manager of(February 12, 1961)
6,900
the Procurement Department
June 2018
Director, Chief General Manager of theReelection
Production Division and in charge of the Quality
Assurance Department
June 2023
Managing Director and Chief General Managerof the Production Division in charge of the
Quality Assurance Department and Security
Export Control(current position)
Significant concurrent positions outside the Company
Representative Director and Chairman of NISSEI METALWORKS CO., LTD.
Representative Director and Chairman of NISSEI HOMMA
MACHINERY 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 six years.
Name(Date of birth)-5-

Candidate
No.

3

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
Department
July 2010
General Manager of the Finance Department
June 2019
Operating Officer and General Manager of the
Finance Department
June 2022
Director in charge of the Finance Department
Kazuyoshi Horiuchi
June 2023
Director in charge of the Internal Audit(September 29, 1961)
4,700
Department, the Corporate Planning Department,
the Finance Department, the Human Resources
Reelection
Department, the General Affairs Department,compliance and risk management(current position)
Significant concurrent positions outside the Company
Representative Director and Chairman of NISSEI TECHNICA
CO., LTD.
President of NEGRI BOSSI S.P.A.
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. He has been working on issues concerning consolidated subsidiaries, achieving results anddemonstrating strong leadership. We judge that as a Director, he can continue to contribute to the development of theCompany and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been two years.
Name(Date of birth)-6-

Candidate
No.

4

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1978
Joined the Company
Apr. 2006
Manager of the Marketing Strategy Department
June 2008
General Manager of Head Office TechnicalCenterJuly 2014
Head of the East Japan Block
Apr. 2017
General Manager of the Sales Promotion
Department
June 2018
Operating Officer and General Manager of theSales Promotion Department
June 2023
Director and Chief General Manager of the Sales
Division(current position)
Kikuo Sakurada
Significant concurrent positions outside the Company(March 20, 1960)
Representative Director of NISSEI PLASTIC (HONG KONG)
800
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 Kikuo Sakurada has acquired abundant experience and familiarity with all aspects of theoperations through working at the Manufacturing Department, Technical Center and overseas subsidiaries. He has
demonstrated strong leadership as Director and Chief General Manager of the Sales Division, and has fulfilled his duties
and responsibilities by addressing the various challenges the position has presented. We judge that as a Director, he willcontinue contributing to the development of the Company and propose his reelection as Director.
TenureAt the conclusion of this meeting, his tenure as Director will have been one year.
Name(Date of birth)-7-

Candidate
No.

5

6

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Oct. 1991
Joined the Company
June 2008
General Manager of the Planning Section,
Corporate Planning Department
July 2010
General Manager of the Corporate Planning
Section, Corporate Planning Department
Akihiko Imai
(September 3, 1964)
July 2019
Deputy General Manager of the Corporate
1,100
Planning Department and General Manager ofNew election
the Manufacturing and Sales Planning
Department
June 2023
Operating Officer and General Manager of the
Corporate Planning Department(current position)
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company Akihiko Imai has established a familiarity with the operations of the Corporate Planning
Department from his experience with the General Affairs Department and at NISSEI TECHNICA CO., LTD., andthrough extensive experience working in the Corporate Planning Department. As assistant to the Board of Directors
working in the Corporate Planning Department, he has achieved results in aiding the formulation of management plans,
the development of a Group-wide risk management system, and in promoting compliance and other measures to enhance
the corporate governance system of the Group. We judge that as a Director, he can contribute to the development of theCompany and propose his election as Director.
TenureHe is a candidate for Director to be newly elected.
Apr. 1985
Joined the Company
Isamu Komamura
July 2011
Manager of the No. 2 Control Section, No. 2(April 23, 1966)
Engineering Department
500
Oct. 2015
General Manager of the No. 2 Engineering
New election
Department(current position)
Reasons for nomination as candidate for Director, etc.
Reasons for nomination
Since joining the Company Isamu Komamura has worked within the Engineering Department, and has acquired
extensive technical skills and advanced knowledge of the Company injection molding machines. As the General
Manager of the No. 2 Engineering Department, he plays a central role in new controller development and of the overseas
sourcing of control system components, and has achieved success in this area. We judge that as a Director, he cancontribute to the development of the Company and propose his election as Director.
TenureHe is a candidate for Director to be newly elected.
Name(Date of birth)-8-

Candidate
No.

7

8

Notes:

1.
2.
3.
4.

5.

6.

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 2002
Joined SHOWA PAXXS CORPORATION
Sept. 2006
Joined Tohmatsu Tax Co.
Yosuke Taira
Apr. 2011
Registered as a tax accountant(November 6, 1979)
Dec. 2014
Resigned from Tohmatsu Tax Co.
4,400
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 has never in the past been directly involved in the management of a company except as an outside officer.
However, he is thoroughly familiar with tax affairs and accounting and has considerable 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 eight years.
Jan. 1992
Joined McGraw Hill Inc.
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 Region0
Apr. 2009
Joined Intercedent Asia Pte. Ltd.
Reelection
Director and Manager of Precision Engineering
OutsideResearch
Independent
June 2021
CEO, MLT Analytics Pte. Ltd. (current position)
June 2022
Outside Director of the Company(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 independent officer, he provides useful
opinions and advice from a global and objective viewpoint. We expect that he will contribute to the supervision of theCompany’s management and global development, and proposes his reelection.
TenureAt the conclusion of this meeting, his tenure as outside Director will have been two years.
There is no special interest between each candidate and the Company.
Yosuke Taira and Stephen Bruce Moore are candidates for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange and the Nagoya Stock Exchange that Yosuke Tairaand Stephen Bruce Moore have been designated as independent officers as defined by the aforementioned exchanges.
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 and Stephen Bruce Moore that limits their liability for damages under Article 423,
paragraph (1) of the Companies Act, having the amount stipulated by laws and regulations as the limit. If the election of
Yosuke Taira and Stephen Bruce Moore is approved, the Company will continue 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, 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.
Akihiko Imai and Isamu Komamura are new candidates for Director.
Name(Date of birth)-9-Proposal No. 3

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this meeting. Accordingly, the Company proposes the election of three Directors who are Audit andSupervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:(Reference) List of candidates

Candidate
No.

Attribute1

Reelection

Yoshinao Handa

Director and Full-time Audit andSupervisory Committee Member

2

Reelection
OutsideIndependent

Kazuyuki Narusawa

Outside Director and Audit andSupervisory Committee Member

3

Reelection
OutsideIndependent

Haruko Nishida

Outside Director and Audit andSupervisory Committee Member

Name

Current position

Reelection: Candidate for Director to be reelected
Outside: Candidate for outside Director
Independent: Independent officer as defined by the securities exchange, etc.

- 10 -

Number of times ofattendance/Board of
Directors meetings
Number of times ofattendance/Audit
and Supervisory
Committee meetings
21/21(100%)
18/18(100%)
21/21(100%)
17/18
(94%)
21/21
(100%)
18/18(100%)

Candidate
No.

1

2

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
July 2011
Manager of the Internal Audit Department
Yoshinao Handa
July 2015
General Manager of the Internal Audit(December 13, 1962)
Department and General Manager of Corporate
2,400
AuditorReelection
June 2022
Director and Full-time Audit and Supervisory
Committee Member of the Company(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. He has been executing the appropriate audit of legal compliance and validity of Directors’
performance of duties from an objective viewpoint as a Director of the Company who is an Audit and Supervisory
Committee Member since 2022. The Company proposes his reelection as Director who is an Audit and Supervisory
Committee Member.
TenureAt the conclusion of this meeting, his tenure as Director will have been two years.
Apr. 1962
Joined The Hachijuni Bank, Ltd.
June 2001
President, Representative Director
June
2005
Chairman of the Board, Representative Director
Kazuyuki Narusawa(December 2, 1938)
June 2007
AdvisorJune 2011
Resigned as Advisor of The Hachijuni Bank,
11,300Reelection
Ltd.
OutsideJune 2011
Outside Corporate Auditor of the Company
Independent
June 2022
Outside Director of the Company (Audit andSupervisory Committee Member)(current position)
Nomination as candidate for outside Director who is an Audit and Supervisory Committee Member and overview of
expected roles
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 the audit and supervisory
functions from an objective viewpoint as an outside Director and an independent officer who is an Audit and Supervisory
Committee Member, as well as to provide valuable advice for enhancing compliance and corporate governance.
Therefore, we hereby propose his reelection as outside Director who is an Audit and Supervisory Committee Member.
TenureAt the conclusion of this meeting, his tenure as Director will have been two years. In addition, his tenure as Corporate
Auditor will have been 11 years.
Name(Date of birth)- 11 -

CandidateNo.

3

Notes:

1.
2.
3.

4.

5.

Number of the
Career summary, position and responsibility in the Company, andCompany’s sharessignificant concurrent positions outside the Company
owned
Apr. 1981
Joined 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)Jan. 2011
Secretary General and Board Member ofHaruko Nishida
IMPACT Foundation Japan (general(August 6, 1957)
incorporated association)
1,700
Mar. 2012
Secretary General of Public Resource
Reelection
Foundation (public interest incorporated
Outsidefoundation) (current position)
Independent
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
June 2022
Outside Director of the Company (Audit andSupervisory Committee Member)(current position)
Nomination as candidate for outside Director who is an Audit and Supervisory Committee Member and overview of
expected roles
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 viewpoint as an outside Director and an independent officer who is an Audit andSupervisory Committee Member, as well as to provide valuable advice for enhancing compliance and corporate
governance. Therefore, we hereby propose her reelection as outside Director who is an Audit and Supervisory
Committee Member.
TenureAt the conclusion of this meeting, her tenure as Director will have been two years. In addition, 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 Companies Act, the Company 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 and regulations as the limit. If the election of
Kazuyuki Narusawa and Haruko Nishida is approved, the Company will maintain 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.
Name(Date of birth)- 12 -

(Reference) Skill matrix of the Board of Directors
The skill matrix of the Board of Directors when Proposal No. 2 and Proposal No. 3 are approved as originallyproposed is as follows:
Position

Corporate
management

Finance/

Production/
Technology/
Development

Sales/Marketing○

Hozumi Yoda

Director○○

Takahiro Kobayashi

Director○○

Kazuyoshi Horiuchi

Director

Kikuo Sakurada

Director

Akihiko Imai

Director

Isamu Komamura

Director

Yosuke Taira

Outside Director

Stephen Bruce Moore

Outside Director

Accounting
Legal/Human
Resources
○

○
○
○

○
○
(Accounting/Tax)

○

○

○

Director
Yoshinao Handa

Full-time Audit
and Supervisory○

Committee
MemberOutside Director
Kazuyuki Narusawa

Audit andSupervisory

○

○

○

○

Committee
MemberOutside Director
Haruko Nishida

Audit andSupervisory
Committee
MemberCorporate management: Compliance, risk management, ESG and sustainability included
Sales/marketing: Global business included: Experts engaged in accounting, tax or legal affairs as a business- 13 -○

Proposal No. 4

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

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 and Supervisory Committee
Members fall below the number required by laws and regulations.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
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, and significant
concurrent positions outside the Company
Sept. 2006

Number of theCompany’s shares
ownedRegistered as an attorney at law
Joined Anderson Mori & Tomotsune
Apr. 2009
Seconded to Daiwa Securities SMBC Co. Ltd. (currently,
Daiwa Securities Co. Ltd.)
Tatsuya Soeda
Aug. 2012
Seconded to Rajah & Tann Singapore LLP
0(February 12, 1982)
Nov. 2013
Stationed at Anderson Mori & Tomotsune Singapore Office
Sept. 2017
Joined Hibiya-Nakata
Jan. 2019
Appointed Partner of Hibiya-Nakata(current position)
Nomination as candidate for substitute outside Director who is an Audit and Supervisory Committee Member and overview of
expected roles
Tatsuya Soeda has never in the past been directly involved in the management of a company except as an outside officer. However, heis thoroughly familiar with corporate law as a lawyer and has advanced abilities and insight. We, therefore, expect him to perform his
audit duties from an objective viewpoint. We judge that he can appropriately execute his duties as outside Director who is an Audit
and Supervisory 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 Tatsuya Soeda and the Company.
2. Tatsuya Soeda is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member.
3. Limited liability agreement with outside Director
If Tatsuya Soeda 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 Companies Act, to enter into a limited liability agreementthat 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 Tatsuya Soeda is elected as outside Director who is an Audit and Supervisory
Committee Member, he will become insured under the said insurance contract.

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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 who can actively point out issues related to growth strategies and governance from theviewpoint 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 three Directors with special titles and four independent outside
Directors, deliberates candidates for Directors based on internal criteria for the nomination of candidates for
Directors, and then the Board of Directors determines.
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 thereasonable 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.

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