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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.

(Stock Exchange Code 7313)
June 8, 2022
To Shareholders with Voting Rights:
Masanari Yasuda
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 76th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 76th Annual General Meeting of Shareholders of TS TECH
CO., LTD. (the “Company”) will be held as described below.
In view of the persistent threat of the spread of the novel coronavirus (COVID-19), we ask thatall shareholders refrain from coming to the event venue regardless of their health condition, andexercise voting rights in advance by mail or electromagnetic methods (via the Internet, etc.).
If you intend to exercise your voting rights by mail or electromagnetic methods (via the Internet,etc.), please review the Reference Documents for the General Meeting of Shareholders below andexercise your voting rights by mail or electromagnetic methods (via the Internet, etc.) no later than
17:30 on Thursday, June 23, 2022.
1.

Date and time Friday, June 24, 2022 at 10:00 a.m., Japan time
(Reception is scheduled to start from 9:00 a.m.)
2. Place
Ballroom Fuji on the 3rd floor of Hotel Metropolitan
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan
3. Agenda of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 76th Fiscal
Year (April 1, 2021 - March 31, 2022) and results of audits by the Accounting Auditor andthe Audit & Supervisory Committee of the Consolidated Financial Statements.
2. Non-Consolidated Financial Statements for the Company’s 76th Fiscal Year (April 1, 2021
- March 31, 2022)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Revision of the Articles of Incorporation
Proposal 3: Election of Eleven (11) Directors (Excluding Directors who are
Audit & Supervisory Committee Members)〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
➢ There will be no souvenirs or refreshments.
➢ The available number of seats will be far fewer than in previous years in order to allow for distance between chairs.
➢ We ask that all attendees wear face masks and use the alcohol disinfectant, etc. available at the venue.
➢ We will have a temperature check station near the hall entrance, and anyone with a fever or anyone believed to be unwell
may not be permitted to enter.
➢ Event staff will be wearing face masks.
➢ We will post a notice on our website in the event that there is a major change to the operation of this meeting.

－ 1－

➢ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
➢ Of the documents to be provided at the time of this convocation notice, information on matters to be stated or indicated in the Notes
to the Consolidated Financial Statements and the Notes to the Non-Consolidated Financial Statements shall be posted on the
Company’s website, based on laws and regulations and Article 14 of the Articles of Incorporation, and are therefore not included inthis convocation notice.
The Consolidated Financial Statements and the Non-Consolidated Financial Statements audited by the Audit & Supervisory
Committee when preparing the Audit Report, and by the Accounting Auditor when preparing the Accounting Audit Report shall
include the matters described in the attached documents to this convocation notice as well as matters to be indicated in the Notes to
the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements.
➢ In the event that the Reference Documents for the General Meeting of Shareholders, the Business Report, the Non-Consolidated
Financial Statements, and the Consolidated Financial Statements require revisions, the revised versions will be posted on the
Company's website.
Our Website (Japanese): https://www.tstech.co.jp

Our Website (English): https://www.tstech.co.jp/english－ 2－

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal 1: Appropriation of Surplus
The Company regards distribution of profits to shareholders as one of its most importantmanagement priorities as it strives to improve its corporate value through business development fromlong-term and global perspectives.
With respect to the dividend, the basis is to take into consideration the trends in consolidated
financial results and the internal reserve to strengthen the consolidated business structure. The dividend
is proposed as follows.
Matters concerning the year-end dividend(1) Matters concerning allotment of dividends to shareholders and the total amount thereof
Dividend per share of the Company’s common stock: 28 yen (cash)
Total amount: 3,725,501,444 yen(2) Effective date of payment of dividend
June 27, 2022

－ 3－

Proposal 2: Partial Revision of the Articles of Incorporation
1. Reason for Revision
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended asfollows.
(1) The proposed Article 14, Paragraph 1 stipulates that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The proposed Article 14, Paragraph 2 establishes a provision to limit the scope of matters to
be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference
documents for the general meeting of shareholders, etc. (Article 14 of the current Articles ofIncorporation) will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Content of Revisions
The details of the revisions are as follows.
(Portions to be revised are underlined.)
Current Articles of Incorporation

Proposed Revision

Chapter 3 General Meeting of Shareholders
Articles 10 to 13 (Articles omitted)

Chapter 3 General Meeting of Shareholders
Articles 10 to 13 (Remain unchanged)(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening ageneral meeting of shareholders, deemthat it has provided information toshareholders pertaining to matters to be
described or indicated in the reference
documents for the general meeting ofshareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, bydisclosing such information through theinternet in accordance with theprovisions provided in the Ordinance ofthe Ministry of Justice.

(Deleted)(Measures for Electronic Provision of Information, Etc.)(Newly established)

Article 14 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose
not to include all or part of the matters
stipulated in the Ordinance of the
Ministry of Justice in the paper copy to
be sent to shareholders who haverequested it by the record date for vesting
voting rights.

－ 4－

Current Articles of Incorporation

Proposed Revision
Articles 15 to 16 (Remains unchanged)

Articles 15 to 16 (Articles omitted)
Supplementary Provisions

Supplementary Provisions(Provisional Measure Regarding Auditors’ Exemption
from Liability)(Article omitted)(Provisional Measure Regarding Auditors’ Exemption
from Liability)(Remains unchanged)(Provisional Measure Regarding Measures forElectronic Provision of Information, etc.)
1. The amendment to Article 14 of the
Articles of Incorporation shall come into
effect on September 1, 2022, which is thedate of enforcement of the amended
provisions stipulated in the proviso to
Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(hereinafter, the “Effective Date”).
2. Notwithstanding the provisions of thepreceding paragraph, Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of the
Articles of Incorporation before theamendment shall remain in force withrespect to a general meeting ofshareholders to be held on a date on or
prior to the end of February 2023.
3. These supplementary provisions shall bedeleted on March 1, 2023 or after thelapse of three months from the date of thegeneral meeting of shareholders set forthin the preceding paragraph, whichever islater.

(Newly established)－ 5－

Proposal 3: Election of Eleven (11) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
The term of office for all eleven (11) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter the same applies in this proposal) will expire at the close of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of eleven (11)Directors.
The candidates for Director are as follows:
Names and other information of Directors
No.

Name

Current position at the Company

Meetings ofthe Board of
Directors
attended1

Masanari Yasuda

Reappointment

Representative Director, President

100% (13/13)

2

Yoshitaka Nakajima

Reappointment

Representative Director, Vice President

100% (13/13)

3

Kenichi Hasegawa

Reappointment

Representative Director Senior Managing
Director

100% (13/13)

4

Akihiko Hayashi

Reappointment

Director, Senior Managing Officer

100% (13/13)

5

Yutaka Arai

Reappointment

Director, Senior Managing Officer

100% (13/13)

6

Atsushi Igaki

Reappointment

Director, Senior Managing Officer

100% (13/13)

7

Eiji Toba

Reappointment

Director, Managing Officer

100% (13/13)

8

Takahiro Kobori

Reappointment

Director, Managing Officer

100% (13/13)

9

Yasushi Suzaki

Reappointment

Director, Managing Officer

100% (13/13)

10

Takeshi Ogita

Reappointment
OutsideIndependent

Director

100% (13/13)

11

Kaori Matsushita

New appointment
OutsideIndependent

-

－ 6－

-

No.

Name
(Date of birth)

Masanari Yasuda(January 9, 1959)
1[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2007

Corporate Development and Engineering Division,
Design Department General Manager

April 2008

Operating Officer, Corporate Development andEngineering Division Deputy Executive General
Manager

April 2010

Operating Officer, Corporate Development andEngineering Division Executive General Manager

June 2010

Director, Corporate Development and Engineering
Division Executive General Manager

June 2014

Managing Director, Corporate Development andEngineering Division Executive General Manager
Managing Director
Senior Managing Director (Representative Director),
Officer in Charge of Global Business

April 2016
June 2016

June 2018
Representative Director, President (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Masanari Yasuda has extensive experience, primarily in overseas
segments and development domains, and has served as the Company’s
Representative Director, President since June 2018.
In fiscal 2021, he spearheaded the management of the entire Groupthrough his strong leadership and decisiveness, while overseeing
business execution as Officer in Charge of Overseas Segments, Quality
Assurance, and Development, as well as leading capital alliances andcollaborations aimed at improving corporate competitiveness.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 7－

Number ofshares of theCompany
held

66,537 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2004

Corporate Administration Division, Administration
Department General Manager

April 2008

President of GUANGZHOU TSK AUTO PARTS
CO., LTD.

April 2010

Operating Officer, Corporate Administration
Division Deputy Executive General Manager

April 2012

Operating Officer, Corporate Administration
Division Executive General Manager
Director, Corporate Administration Division
Executive General Manager,
Compliance Officer (incumbent)

June 2012

Yoshitaka
Nakajima(October 16, 1959)
2

April 2015

Director, Corporate Administration Division
Executive General Manager, Corporate Business
Administration Division Executive General Manager

June 2015

Managing Director, Corporate Administration
Division Executive General Manager, Corporate
Business Administration Division Executive General
Manager

April 2016

Managing Director, Corporate Administration
Division Executive General Manager

June 2018

Senior Managing Director, Corporate
Administration Division Executive General
Manager
Senior Managing Director (Representative Director)[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

June 2020
June 2021
Representative Director, Senior Managing Director
April 2022
Representative Director, Vice President (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Yoshitaka Nakajima has broad experience, primarily in overseas
segments and administration, which has given him a high level ofexpertise and insight into these domains, and since April 2022 he hasserved as Representative Director, Vice President.
In fiscal 2021, he supervised business execution as Officer in Charge ofCorporate Managerial Planning, Administration, and Business
Administration, and contributed to organizational design changes andthe promotion of a capital policy as a means to strengthen the foundation
for supporting corporate evolution.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 8－

Number ofshares of theCompany
held

26,533 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

June 2000

Engineering Sales Division, Motorcycle Engineering
Department General Manager

April 2012

Director and President of TS TECH DO BRASIL
LTDA.

April 2014

Operating Officer

April 2016

Operating Officer,
Director and Chairman of TS TECHDEUTSCHLAND GmbH
Director,
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2016

June 2017

Kenichi Hasegawa(April 10, 1959)

April 2020
June 2020[Reappointment]
3
Meetings of the Boardof Directors attended:
100% (13/13)

April 2021
June 2021

Number ofshares of theCompany
heldManaging Director,
Director and Chairman of TS TECHDEUTSCHLAND GmbHManaging Director, Corporate Sales and Purchasing
Division Executive General Manager
Senior Managing Director (Representative Director),
Corporate Sales and Purchasing Division Executive
General Manager
Risk Management Officer (incumbent)
Senior Managing Director (Representative Director)
Representative Director, Senior Managing Director(incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Kenichi Hasegawa is engaged in sales activities towards new
customers and has a high level of expertise and insight into these
domains, based on his experience in development segments andoverseas.
In fiscal 2021, he supervised business execution as Officer in Charge ofSales, Purchasing, and Manufacturing, promoted the acquisition of newcommercial rights aimed at business growth, and he directed risk
management for the whole Group.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 9－18,165 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1978

Joined the Company

April 2008

Corporate Manufacturing Division, Saitama Plant
Manager

April 2010

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2015

Managing Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2016

Managing Officer, Corporate Manufacturing
Division Executive General Manager

June 2016

Managing Director, Corporate Manufacturing
Division Executive General Manager

April 2020

Managing Director,
Americas Executive General Manager,
Director and President of TS TECHAMERICAS, INC. (incumbent)
Senior Managing Director

Akihiko Hayashi(November 6, 1959)
4[Reappointment]

June 2020

Meetings of the Boardof Directors attended:
100% (13/13)

April 2021

Senior Managing Director, Americas
Segment Executive General Manager

June 2021

Director, Senior Managing Officer, Americas
Segment Executive General Manager(incumbent)[Significant concurrent positions]
Director and President of TS TECH AMERICAS, INC.
[Reasons for nomination as a candidate for Director]
Mr. Akihiko Hayashi has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2021, he managed business execution such as optimizing thebusiness structure, primarily in the Americas.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 10 －

Number ofshares of theCompany
held

14,699 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2014

Corporate Development and Engineering Division
Deputy Executive General Manager

June 2014

Director, Corporate Development and Engineering
Division Deputy Executive General Manager

April 2016

Director, Corporate Development and Engineering
Division Executive General Manager

June 2018

Managing Director, Corporate Development andEngineering Division Executive General Manager

April 2020

Managing Director,
China Executive General Manager,
Chairman and President of TS TECH (HONG KONG)
CO., LTD. (incumbent)
Senior Managing Director

Yutaka Arai
(April 10, 1959)
June 2020
5[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

April 2021

Senior Managing Director, China Segment
Executive General Manager

June 2021

Director, Senior Managing Officer, China
Segment Executive General Manager (incumbent)[Significant concurrent positions]
Chairman and President of TS TECH (HONG KONG) CO., LTD.
[Reasons for nomination as a candidate for Director]
Mr. Yutaka Arai has broad experience, primarily in overseas
segments and development, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2021, he managed business execution such as the acquisitionof new commercial rights and enhancing local development
capabilities, primarily in the China region.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 11 －

Number ofshares of theCompany
held

12,106 shares

No.

Name
(Date of birth)

Atsushi Igaki(January 21, 1963)[Reappointment]

Career summary, positions, and responsibility at the Company
April 1986

Joined Honda Motor Co., Ltd.

April 2014

General Manager of Regional Operation Planning
Office (Japan) of Honda Motor Co., Ltd.

April 2016

Joined the Company,
Corporate Business Administration Division
Executive General Manager

June 2016

Director, Corporate Business Administration Division
Executive General Manager

May 2020

Representative Director of Honda Cars
SAITAMAKITA (incumbent)
Managing Director, Corporate Business
Administration Division Executive General Manager

June 2020
June 2021

6
Meetings of the Boardof Directors attended:
100% (13/13)

Director, Managing Officer, Corporate Business
Administration Division Executive General Manager

Director, Senior Managing Officer, Corporate
Business Administration Division Executive General
Manager (incumbent)[Significant concurrent positions]Representative Director of Honda Cars SAITAMAKITA
April 2022

[Reasons for nomination as a candidate for Director]
Mr. Atsushi Igaki has an extensive business track record in Japan andoverseas at Honda Motor Co., Ltd., and broad experience and insight
into operations, finance business administration and other domains.
In fiscal 2021, he endeavored to build finance strategy to support
business growth across the whole Group.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 12 －

Number ofshares of theCompany
held8,524 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1994

Joined the Company

April 2007

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

July 2013

Corporate Development and Engineering Division,
Model LPL Department Model LPL

April 2016

Operating Officer,
Director and President of TS TECH DO BRASIL
LTDA.

April 2019

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager
Operating Officer,
Asia and Europe Executive General Manager,
Director and President of TS TECH ASIAN CO.,LTD.
Director and Chairman of TS TECHBANGLADESH LIMITED
Director and Chairman of TS TECH UK
LTDManaging Director

April 2020

Eiji Toba(September 17, 1968)
June 2020
7[Reappointment]

April 2021

Meetings of the Boardof Directors attended:
100% (13/13)

Managing Director, Asia and Europe
Segment Executive General Manager

June 2021

Director, Managing Officer, Asia and Europe
Segment Executive General Manager

April 2022

Director, Managing Officer, Corporate
Development and Engineering Division
Executive General Manager (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Eiji Toba has extensive overseas experience, and broad
experience primarily in development and manufacturing, which havegiven him a high level of expertise and insight into these domains.
In fiscal 2021, he managed business execution such as new customer
acquisition and optimization of the manufacturing system, primarilyin Asia and Europe. As of April 2022, he was appointed Corporate
Development and Engineering Division Executive General Manager
and will lead the entire development domain onwards.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 13 －

Number ofshares of theCompany
held

5,371 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1994

Joined the Company

April 2002

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

April 2014

Corporate Development and Engineering Division,
Design Department General Manager

April 2016

Corporate Development and Engineering Division
Deputy Executive General Manager

April 2017

Operating Officer, Corporate Development andEngineering Division Deputy Executive General
Manager

April 2020

Operating Officer, Corporate Development andEngineering Division Executive General
ManagerJune 2020

Director, Corporate Development andEngineering Division Executive General
ManagerJune 2021

Director, Operating Officer, Corporate
Development and Engineering Division
Executive General Manager

Takahiro Kobori(June 10, 1970)
8[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

April 2022

Director, Managing Officer, Corporate Sales
and Purchasing Division Executive General
Manager (incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Takahiro Kobori has broad experience, primarily in overseas
segments and development, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2021, he led the entire development domain, including thedevelopment of next-generation technologies. As of April 2022, he
was appointed Corporate Sales and Purchasing Division Executive
General Manager and will oversee the sales and purchasing domains
utilizing the technical knowledge he has gained onwards.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 14 －

Number ofshares of theCompanyheld

7,271 shares

No.

Name
(Date of birth)

Yasushi Suzaki(May 5, 1966)
9[Reappointment]
Meetings of the Boardof Directors attended:
100% (13/13)

Career summary, positions, and responsibility at the Company
April 1990

Joined the Company

April 2003

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

April 2012

Corporate Manufacturing Division, Manufacturing
Planning Department General Manager

April 2016

Corporate Manufacturing Division, Saitama Plant
Manager

April 2018

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2020

Operating Officer, Corporate Manufacturing
Division Executive General Manager

June 2020

Director, Corporate Manufacturing Division
Executive General Manager

Director, Operating Officer, Corporate
Manufacturing Division Executive General
Manager
April 2022
Director, Managing Officer, Corporate
Manufacturing Division Executive General
Manager (incumbent)[Significant concurrent positions]―

Number ofshares of theCompany
heldJune 2021[Reasons for nomination as a candidate for Director]
Mr. Yasushi Suzaki has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2021, he led the establishment of globally-competitive
production systems and functions.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 15 －

5,179 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1980

Joined Sankyo Co., Ltd.

August 2001

General Manager of Research Promotion Departmentof Sankyo Co., Ltd.

October 2003

Vice President, Sankyo Pharma Development

July 2004

Corporate Officer, Head of New Drug Development
Division, Sankyo Co., Ltd.

April 2007

Executive Officer, Head of Pharmaceutical
Technology Division of Daiichi Sankyo Co., Ltd.

June 2009

Member of the Board, Senior Executive Officer ofDaiichi Sankyo Co., Ltd.

April 2014

Member of the Board, Senior Executive Officer,
Head of Vaccine Business Intelligence Division of
Daiichi Sankyo Co., Ltd.
Representative Director and President of Kitasato
Daiichi Sankyo Vaccine Co., Ltd.

Takeshi Ogita(March 20, 1951)

10[Reappointment][Outside][Independent]
Meetings of the Boardof Directors attended:
100% (13/13)

Guest Professor of Graduate School of Creative
Science and Engineering, Waseda University
June 2018
Outside Director of Japan Hades Co., Ltd.
(incumbent)
June 2020
Director of the Company (incumbent)[Significant concurrent positions]
Outside Director of Japan Hades Co., Ltd.

Number ofshares of theCompany
held

April 2017

[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Mr. Takeshi Ogita was engaged in the management of a pharmaceuticals
company for many years. Based on his extensive experience and broad
insight as a corporate manager, he provides beneficial opinions andsuggestions on the management of the Company as an Outside Director.
We request his reappointment as Outside Director, in the expectationthat he can continue to contribute to ensuring the soundness ofmanagement, by reflecting his extensive experience and insight in the
management of the Company.

－ 16 －

658 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined FUJITSU LIMITED

April 2007

General Manager of Project Management Department,
Alliance Management Division, Global Strategy
Headquarters of FUJITSU LIMITED
Diversity Mentor of FUJITSU LIMITED
Senior Director, Global Marketing Headquartersof FUJITSU LIMITED

September 2013
July 2016
May 2019
June 2020
Kaori Matsushita(April 16, 1959)
11[New appointment][Outside][Independent]
Meetings of the Boardof Directors attended:―

Number ofshares of theCompanyheld

CEO of K&L Consulting LLC (incumbent)
Director and Audit & Supervisory Committee
Member of Taisei Oncho Co., Ltd. (incumbent)

Outside Director of Belc CO., LTD. (incumbent)
May 2022[Significant concurrent positions]
CEO of K&L Consulting LLC
Director and Audit & Supervisory Committee Member of Taisei
Outside Oncho Co., Ltd.
Outside Director of Belc CO., LTD.

0 shares[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Ms. Kaori Matsushita has extensive experience and insight gained
through the planning and promotion of new business and corporate
alliance strategy at a comprehensive IT vendor, and diversity
management support at a consulting company.
We request her appointment as Outside Director in the expectation that
she will contribute to enhancing diversity and ensuring the soundness ofmanagement of the Company.

(Notes)1. No special interest exists between the above candidates and the Company.
2. Mr. Takeshi Ogita and Ms. Kaori Matsushita are candidates for Outside Director as prescribed in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Takeshi Ogita as an Independent Officer as stipulated by Tokyo
Stock Exchange, Inc. and notified the Exchange as such. If this candidate is re-elected andassumes office as Director, the Company will continue to designate him as an Independent Officer
as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange as such. If Ms. Kaori
Matsushita is elected and assumes office as Director, the Company will similarly designate her as
an Independent Officer as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange assuch.
4. The period of service of Mr. Takeshi Ogita as an Outside Director of the Company will be two(2) years at the close of this Annual General Meeting of Shareholders.
5. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into an agreement with Mr. Takeshi Ogita to limit his liability for damages, as prescribedin Article 423, Paragraph 1 of the same Act. The amount of liability under the agreement is limited
to the minimum liability amount as provided for in Article 425, Paragraph 1 of the same Act. If
Mr. Takeshi Ogita is re-elected, the Company will continue the above agreement to limit his
liability. If Ms. Kaori Matsushita is elected and assumes office as Director, the Company willenter into the same agreement with her.
6. The Company has entered into a directors and officers liability (D&O liability) insurance contract
as stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company tocover legal damages and litigation expenses in the event that a claim for damages is made against
the insured parties. The candidates will be included among the insured parties under this insurance
contract if they are elected and assume office as Directors. The Company intends to renew thisinsurance contract with the same contents at the time of the next renewal.

－ 17 －

■ Opinions of the Audit & Supervisory Committee
The Audit & Supervisory Committee deliberated on the selection of candidates for Director (excluding
Directors who are Audit & Supervisory Committee Members) in this proposal after confirming thedetails of deliberations by the Nomination and Compensation Committee and evaluating the status ofbusiness execution, career summary and expertise, etc. of each candidate.
As a result, we have determined that the procedures for selection are reasonable, and that the selection ofcandidates for Director (excluding Directors who are Audit & Supervisory Committee Members) isappropriate.
(Reference: Skill Matrix of Candidates for Director)
Experience and expertise
Name

Positions andresponsibility

Corporate management

Management
strategy

Masanari
YasudaYoshitaka
Nakajima
Kenichi
Hasegawa
AkihikoHayashiYutakaArai
Atsushi
Igaki
Eiji
Toba
Takahiro
Kobori
YasushiSuzaki

Representative
Director,
President
Representative
Director, Vice
President
Representative
Director, Senior
Managing
Director
Director, Senior
Managing
Officer
Director, Senior
Managing
Officer
Director, Senior
Managing
Officer
Director,
Managing
Officer
Director,
Managing
Officer
Director,
Managing
Officer

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Kaori
Matsushita

Director■■○

TomokoNakada○○○HajimeHayashi

Manufacturingand quality○■■■

TatsuyaMotodaTechnology
development○

Director

Director, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
MemberFinance andaccounting■

TakeshiOgita

TatsuoSekineKnowledge
about
international
business andoverseasconditions○

Environment

Sales andprocurement

Human
Resourcesdevelopment
and diversity

Legal affairs
and riskmanagement

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■ Nomination and Compensation Committee■ Outside Directors■ Independent directors

Note: The above “positions and responsibility” shall be applied in the event that each candidate iselected at this general meeting of shareholders.
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