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: 5208
June 10, 2024
To our shareholders:
Yuta Arisawa
President and Representative Director
Arisawa Mfg. Co., Ltd.
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata

Notice of the 76th Annual General Meeting of Shareholders
We are pleased to announce the 76th Annual General Meeting of Shareholders of Arisawa Mfg. Co., Ltd. (the“Company”), which will be held as stated below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (matters for whichmeasures for providing information in electronic format are to be taken) in electronic format, and has posted theinformation on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.arisawa.co.jp/ (in Japanese)(From the above website, select “IR/Financial,” “IR Library,” and then “Shareholders’ Meeting.”)
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/5208/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 “Arisawa Mfg.” in “Issue name (company
name)” or the Company’s securities code “5208” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you do not plan on attending the meeting in person, please consider exercising your voting rights in advance either
by mail or via the internet using the voting form sent with this notice.
If you exercise your voting rights either by mail or via the internet and other means, the deadline by which voting
rights must be exercised is 5:00 p.m. on Wednesday, June 26, 2024 (JST). We appreciate your cooperation.

-1-

1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (Reception will open at 9:00 a.m.) (JST)
2. Venue:
Conference Room, Joetsu Head Office of the Company
5-5 Minami-honcho 1-chome, Joetsu-shi, Niigata* On the day, we will be providing a livestreaming of the meeting for shareholders via theinternet. For details, please refer to “Information on the Livestreaming of General Meeting of
Shareholders” of this notice (in Japanese only).
3. Purpose of the Meeting
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 76th Fiscal Year (April 1, 2023, to March
31, 2024) and Audit Reports of Consolidated Financial Statements by the Accounting Auditor and the Boardof Corporate Auditors
2. Non-consolidated Financial Statements for the 76th Fiscal Year (April 1, 2023, to March 31, 2024)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of Three Corporate Auditors
Proposal No. 4
Election of Two Substitute Corporate Auditors- When attending on the day of the meeting, please submit the voting form sent with this notice to reception.
If you exercise your voting rights by proxy, another shareholder with a voting right of the Company may attend the General Meetingof Shareholders as your proxy. In this case, however, please submit a written document certifying the authority of proxy with thevoting form at the reception.
- No gifts will be provided to shareholders who attend the Annual General Meeting of Shareholders. Your understanding is appreciated.
- For this General Meeting of Shareholders, we have delivered paper-based documents stating the matters subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them.
Among the matters subject to measures for electronic provision, in accordance with the provisions of laws and regulations and the
Articles of Incorporation of the Company, the following matters are not provided in the documents delivered to shareholders.
(i) “Consolidated Statements of Changes in Shareholders’ Equity and Other Net Assets” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements(ii) “Non-consolidated Statements of Changes in Shareholders’ Equity and Other Net Assets” and “Notes to Non-consolidated
Financial Statements” in the Non-consolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements stated in the
documents are part of the documents included in the scope of audits by the Accounting Auditor and the Corporate Auditors when
they create their respective audit reports.
- If revisions to the matters subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on each of the aforementioned websites.

-2-Reference Documents for General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

The Company regards the return of earnings to shareholders as an important management issue and will provide anactive return of earnings to shareholders while investing funds for the maintenance and expansion of the revenue
base for existing businesses and for the development of new applications.
In line with this policy, the Company proposes the appropriation of the surplus for the fiscal year as follows:
Year-end dividends(1) Type of dividend property
Cash(2) Allotment of dividend property and the aggregate amountThe Company proposes to pay a dividend of ¥40 per common share of the Company.
Total amount: ¥1,329,439,640
As the Company paid an interim dividend of ¥20 per share, the annual dividends for the fiscal year will be¥60 per share.
(3) Effective date of payment of surplus available for dividends
June 28, 2024

-3-

Proposal No. 2

Election of Nine Directors

At the conclusion of the Annual General Meeting of Shareholders, the terms of office of all nine Directors will expire.
Therefore, the Company proposes the election of nine Directors.
The candidates for Director are as follows:(Reference)
Candidate
No.

Name

Current position in the Company

1

Yuta Arisawa(Male)

Reelection

President and Representative Director

2

Takeshi Masuda(Male)

Reelection

Director and Senior Managing
Operating Officer

3

Osamu Nakajima(Male)

Reelection

Director and Senior Operating Officer

4

Makoto Tai(Male)

Reelection

Director and Senior Operating Officer

5

Koji Nakamura(Male)

6

Kazuo Abiko(Male)

7

Hirotoshi Takada(Male)

8

Miho Numata(Female)9

Makiko Horie(Female)Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent-4-

Attendance atmeetings of theBoard ofDirectors during
the fiscal year
11/11
(100%)
11/11(100%)
11/11(100%)
8/8(100%)

Outside Director

11/11(100%)

Outside Director

11/11(100%)

Outside Director

11/11(100%)

Outside Director

11/11(100%)

Outside Director

8/8(100%)

Candidate
No.

1

2

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1992
Joined Mitsubishi Electric Corporation
Feb. 2002
Joined JPMorgan Securities Japan Co., Ltd.
Aug. 2003
Joined the Company
Apr. 2007
Assistant General Manager, Manufacturing
Dept.
Apr. 2009
Operating Officer
Yuta Arisawa(July 25, 1969)
Jun. 2010
Director and Senior Operating Officer
131,813 shares
Jun. 2011
Director and Senior Managing Operating
Reelection
OfficerJun. 2014
President and Representative Director (current
position)
Jun. 2015
Chief Operating Officer (COO)
Jun. 2017
Chief Executive Officer (CEO) (current
position)(Reasons for nomination as candidate for Director)
After serving in the corporate planning, manufacturing and sales departments, Yuta Arisawa became President andRepresentative Director in 2014. Since assuming that role, he has been promoting business reform with an emphasis on
medium- to long-term growth based on the corporate philosophy while looking over the entire Group with a global
perspective. The Company deems that he is a suitable manager to play a leadership role to accelerate innovativechanges based on his abundant insight, experience and achievements cultivated through such corporate management
experience. He is nominated as a candidate for Director because he is expected to promote information sharing andreinforce the decision-making function of the Board of Directors as a member of the Board of Directors.
Apr. 1986
Joined Alps Electric Co., Ltd.
Oct. 1990
Joined the Company
Nov. 2003
Group Leader, Administration Planning Group
Jul. 2008
Assistant General Manager, Manufacturing
Dept.
Oct. 2010
General Manager, Corporate Planning Dept.
Jun. 2011
Operating Officer in charge of Corporate
Planning Dept.
Jun. 2015
Operating Officer in charge of Corporate
Takeshi Masuda
Planning Dept. and Accounting Dept.
(April 3, 1963)
35,491 shares
Jun. 2016
Operating Officer; Deputy Division Chief,
Administration Division; in charge of Corporate
Reelection
Planning Dept., Accounting Dept., and Human
Resources Dept.
Jun. 2021
Director and Senior Operating Officer, Division
Chief, Manufacturing Division; Division Chief,
Administration DivisionJun. 2023
Director and Senior Managing Operating
Officer, Division Chief, Manufacturing
Division; Division Chief, Administration
Division (current position)(Reasons for nomination as candidate for Director)
Takeshi Masuda served in the corporate planning and manufacturing departments after joining the Company, and hecurrently manages the Administration and Manufacturing divisions. The Company deems that he is an essential person
for further increasing efficiency of management and strengthening ESG efforts in the future because of his broad
experience and proven track record including in IR operations, collaboration and M&As with domestic and overseas
companies, and establishment and execution of management and manufacturing strategies. He is nominated as a
candidate for Director because he can be expected to ensure the effectiveness of the supervisory functions of theCompany’s Board of Directors by supervising the execution of duties by Operating Officers and others based on his
abundant practical experience.
Name(Date of birth)-5-

Candidate
No.

3

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1989
Joined Mitsui & Co., Ltd.
May 2011
Department Manager, Solar Business Div.,
Functional Chemicals Business Unit
Apr. 2013
Department Manager, Advanced Materials Div.,
Functional Chemicals Business Unit
Jul. 2014
Department Manager, Business Development
Div., Basic Chemicals Business Unit
Osamu Nakajima
Oct. 2015
Joined the Company as General Manager,(June 5, 1965)
Electronic Materials Sales Dept.
40,657 shares
Oct. 2015
Operating Officer in charge of Electronic
Reelection
Materials Sales Dept.
Jun. 2016
Director and Senior Operating Officer, Division
Chief, Electronic Materials Business Division;in charge of Electronic Materials Sales Dept.
Jun. 2023
Director and Senior Operating Officer, Division
Chief, Business Promotion Division; in chargeof Electronic Materials Sales Dept. (current
position)(Reasons for nomination as candidate for Director)
Osamu Nakajima has been managing the Business Promotion Division since his joining the Company after holding
successive management posts in sales and development in the Functional Chemicals Business Unit of Mitsui & Co.,
Ltd. The Company deems that he is an essential person for the further increase of the products’ sales in the future andfor the quality improvement of the Company’s subsidiaries because of his proven track record of expanding the Group’sbusiness scope by leveraging his abundant sales experience, including his experience working overseas and his
development oriented viewpoint. He is nominated as a candidate for Director because he is expected to ensure theeffectiveness of the supervisory functions of the Company’s Board of Directors by supervising the execution of duties
by Operating Officers and others based on his abundant practical experience.
Name(Date of birth)-6-

Candidate
No.

4

5

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1988
Joined Daiichi Denko Corporation (presently
Sumitomo Electric Wintec, Inc.)
Mar. 2002
Joined the Company
Jul. 2006
Group Leader, Electronic Materials Group 1,
Engineering Dept.
Apr. 2010
Assistant General Manager, Research &Development Dept.
Apr. 2012
General Manager, Engineering Dept.
Jun. 2015
Operating Officer in charge of Research &Development Dept.
Makoto Tai
Jun.
2019
Operating
Officer; Deputy Division Chief,(September 21, 1964)
10,807 shares
Electrical Insulating & Composite Materials
Business
Division;inchargeofElectrical
Reelection
Insulating & Composite Materials Research &Development Dept., Optical Materials Research& Development Dept., and Research &Development Dept. (deputy)
Jun. 2023
Director and Senior Operating Officer, Division
Chief, Innovation Promotion Division; Deputy
Division Chief, Business Promotion Division;in charge of Development Support Dept.,
Innovation Center Preparatory Office (main),and Analysis Center (current position)(Reasons for nomination as candidate for Director)
Makoto Tai was engaged in development of insulating materials and other products at Daiichi Denko Corporation andafter joining the Company, he has involved in development and management across all segments. Currently, hemanages the Innovation Center Preparatory Office, Development Support Dept., and Analysis Center. The Company
deems that he is an essential person for realizing our research, development and technical strategies toward theCompany’s growth based on his extensive experience and proven track record. He is nominated as a candidate for
Director because he is expected to ensure the effectiveness of the supervisory functions of the Company’s Board of
Directors by supervising the execution of duties by Operating Officers and others based on his abundant practicalexperience.
Apr. 1973
Joined Mitsui & Co., Ltd.
Apr. 2004
Managing Officer; Chief Operating Officer ofSynthetic Resins and Inorganic Chemicals
Business Unit
Apr. 2006
Executive Managing Officer; Chief Operating
Koji Nakamura
Officer of Chemicals Business Unit II(August 15, 1948)
Apr. 2009
Senior Executive Managing Officer; Chief
Operating Officer of EMEA (Europe, the- shares
Reelection
Middle East and Africa) Business Unit
OutsideMar. 2011Retired as Senior Executive Managing Officer
IndependentAug. 2011
Audit & Supervisory Board Member, SANKO
Co., Ltd. (current position)
Aug. 2016
Outside Director, Sanko Gosei Ltd. (current
position)
Jun. 2020
Director, the Company (current position)(Reasons for nomination as candidate for outside Director and expected roles)
Koji Nakamura has been involved in corporate management in Japan and overseas for many years, having served as
Senior Executive Managing Officer of Mitsui & Co., Ltd. and as Director at Sanko Gosei Ltd. The Company deems that
he has extensive insight and knowledge regarding global management from his experience as a managing officer at a
global company and that he will deliver opinions from an outside perspective with regard to the overall management of
the Company, particularly in the area of business strategy, and increase the rationality and transparency of theCompany’s management. He is nominated as a candidate for outside Director in the expectation that he would supervise
the decision making and business execution by managements and Directors from an independent standpoint.
Name(Date of birth)-7-

Candidate
No.

6

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Nov. 1978
Joined Associated Press
May 1985
Deputy General Manager of Tokyo Studio
Jul. 2001
President, Foreign Correspondents’ Club ofJapan
Apr. 2004
General Manager of Tokyo Studio, AssociatedKazuo Abiko
Press(January 22, 1947)
Jul. 2004
General Manager for Northeast Asia
- sharesFeb. 2010
AdvisorReelection
Sep. 2010
Part-time Lecturer, Tokyo University of Foreign
OutsideStudies
Independent
Sep. 2011
Part-time Lecturer, Sophia University
Apr. 2015
Visiting Professor, Kanda University ofInternational Studies
Jul. 2018
Auditor, Foreign Correspondents’ Club of Japan
Jun. 2020
Director, the Company (current position)(Reasons for nomination as candidate for outside Director and expected roles)
After graduating from Graduate School of The California State University, Kazuo Abiko was appointed the General
Manager of Tokyo Studio and General Manager for Northeast Asia at Associated Press while also working as the
President of Foreign Correspondents’ Club of Japan. After retiring from the said company, he worked as a part-time
lecturer at Tokyo University of Foreign Studies and Sophia University. The Company deems that he will deliver
opinions from an outside perspective and increase the rationality and transparency of the Company’s management byleveraging his insight in international communication and norms and ethics of journalism. He is nominated as a
candidate for outside Director in the expectation that he would supervise the decision making and business execution by
managements and Directors from an independent standpoint.
Name(Date of birth)-8-

Candidate
No.

7

8

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Mar. 1977
Joined NIPPON SEIKI CO., LTD.
Apr. 2003
Director and President, UK-NSI Co., Ltd.
Jun. 2005
Director, NIPPON SEIKI CO., LTD.
Jun. 2008
Managing Director
Apr. 2011
Representative Senior Managing Director
Apr. 2011
General Manager, Sales DivisionJun. 2011
Chairman, Wuhan Nissei Display System Co.,
Ltd.
Mar. 2012
Chairman, Nissei Display Sales andDevelopment Co., Ltd.
Hirotoshi Takada
Jun. 2013
President and Representative Director, NIPPON(August 10, 1953)
SEIKI CO., LTD.
Mar. 2014
Chairman, Dongguan Nissei Electronics Co.,- shares
Reelection
Ltd.
OutsideApr. 2014
Chairman, Hong Kong Nippon Seiki Co., Ltd.
Independent
Jun. 2015
President and Representative Director,
Executive Officer, NIPPON SEIKI CO., LTD.
Jul. 2015
Chairman, Hong Kong Ek Chor Nissei Co.,
Ltd.
Jul. 2015
Chairman, Shanghai Nissei Display System
Co., Ltd.
Mar. 2016
Chairman and Director, Thai Nippon Seiki Co.,
Ltd.
Jun. 2017
Vice Chairman and Director, Executive Officer,
NIPPON SEIKI CO., LTD.
Jun. 2021
Director, the Company (current position)(Reasons for nomination as candidate for outside Director and expected roles)
Hirotoshi Takada has served the Representative Director of NIPPON SEIKI CO., LTD. and as Chairman, etc. ofoverseas subsidiaries, has been engaged over many years in sales and product planning, etc. in the automobile industry;
has a deep knowledge of that industry. The Company deems that he will deliver opinions from an outside perspective
and increase the rationality and transparency of the Company’s management by leveraging his abundant experience andbroad knowledge as a manager of a company in the manufacturing industry with a global business. He is nominated asa candidate for outside Director in the expectation that he would supervise the decision making and business execution
by managements and Directors from an independent standpoint.
Dec. 2009
Registered as an attorney at law and joined
NUMATA LAW OFFICE
Miho Numata
Jan. 2016
Representative (current position)(April 18, 1975)
Apr. 2018
Civil Conciliation Commissioner, Tokyo- shares
Reelection
Summary Court (current position)
OutsideJun. 2020
Outside Corporate Auditor, Tokyo Boeki
Independent
Holdings Corporation (current position)
Jun. 2021
Director, the Company (current position)(Reasons for nomination as candidate for outside Director and expected roles)
Miho Numata is Representative of NUMATA LAW OFFICE, and by serving as Civil Conciliation Commissioner ofTokyo Summary Court and as Outside Corporate Auditor of Tokyo Boeki Holdings Corporation, while managing thelaw office, she has a well-balanced career. The Company deems that she will deliver opinions from an outside
perspective and increase the rationality and transparency of the Company’s management by using her in-depth
knowledge and experience as a legal expert who has worked as an attorney at law for many years, and her sophisticatedknowledge relating to governance and compliance, etc. She is nominated as a candidate for outside Director in the
expectation that she would provide supervision and advice from an independent standpoint and an objective and legal
point of view.
Name(Date of birth)-9-

CandidateNo.

9Notes:

1.
2.
3.
4.

5.

6.

7.

Number of the
Career summary, and position and responsibility
Company’s sharesin the Company
owned(Significant concurrent positions outside the Company)
Apr. 1990
Joined Nomura Securities Co., Ltd.
Makiko Horie
May 1995
Joined Merrill Lynch Investment Managers Co.,(May 12, 1967)
Ltd. (presently BlackRock Japan Co., Ltd.)- shares
May 2016
Joined Value Create Inc., Partner
Reelection
Oct. 2021
Joined SDG Impact Japan Inc., Partner (current
Outsideposition)Independent
Jun. 2023
Director, the Company (current position)(Reasons for nomination as candidate for outside Director and expected roles)
Makiko Horie was engaged in sales to institutional investors, corporate investigation, and management related to theJapanese market at global financial institutions and involved in business consultancy and launching of start-ups. The
Company deems that she will increase the rationality and transparency of the Company’s management by utilizing such
experience to reflect a form of a company expected by investors to our management strategies. She is nominated as a
candidate for outside Director in the expectation that she would supervise the decision making and business execution
by managements and Directors from an independent standpoint.
There is no special interest between any of the candidates for Director and the Company.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2024.
The number of the Company’s shares owned by each candidate for Director includes those acquired through theshareholding plan.
Among the candidates for Director, Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie
are candidates for outside Director.
At the conclusion of this Annual General Meeting of Shareholders, Koji Nakamura’s tenure as outside Director of theCompany will have been four years.
At the conclusion of this Annual General Meeting of Shareholders, Kazuo Abiko’s tenure as outside Director of theCompany will have been four years.
At the conclusion of this Annual General Meeting of Shareholders, Hirotoshi Takada’s tenure as outside Director of theCompany will have been three years.
At the conclusion of this Annual General Meeting of Shareholders, Miho Numata’s tenure as outside Director of theCompany will have been three years.
At the conclusion of this Annual General Meeting of Shareholders, Makiko Horie’s tenure as outside Director of theCompany will have been one year.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that among the candidates for Director, Koji
Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie have currently been designated as
independent officers.
Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie are candidates to be appointed as
independent officers as provided for by Tokyo Stock Exchange, Inc. If their election is approved, they will be appointed
as independent officers as provided for by Tokyo Stock Exchange, Inc.
Currently, the Company has entered into limited liability agreements with each of candidates for Director Koji Nakamura,Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie.
If the election of Koji Nakamura, Kazuo Abiko, Hirotoshi Takada, Miho Numata, and Makiko Horie is approved, theCompany intends to renew the limited liability agreement with them pursuant to the provisions of Article 427, paragraph(1) of the Companies Act. The outline of the details of the limited liability agreements is as follows:- If an outside Director is liable to the Company for failing to perform his/her duties, the maximum amount of liability
for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article 425,
paragraph (1) of the Companies Act.
- The said limited liability agreement shall be effective as long as the outside Director had acted in good faith and withoutgross negligence in performing his/her duties that caused the damage.
The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3, paragraph(1) of the Companies Act with an insurance company. Under the policy, the Directors of the Company are insureds andthe Company bears the full cost of the premiums. The policy will cover losses that may arise from liability incurred by a
Director who is an insured in the course of their performance of duties, or receipt of claims pertaining to the pursuit ofsuch liability. If each candidate is appointed as a Director, each of them will become an insured under the policy. The
policy is scheduled to be renewed at the next renewal under the same terms and conditions.
Name(Date of birth)- 10 -

Proposal No. 3

Election of Three Corporate Auditors

At the conclusion of the Annual General Meeting of Shareholders, the terms of office of all Corporate Auditors will
expire. Therefore, the Company proposes the election of three Corporate Auditors. The consent of the Board of
Corporate Auditors has been obtained for this proposal.
The candidates for Corporate Auditor are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1985

1

Number of theCompany’s shares
ownedJoined TANABE ENGINEERINGCORPORATION
Nov. 1987
Joined the Company
Jul. 2005
Group Leader of Human Resources Group,
Human Resources Dept.
Jul. 2008
Group Leader, Administration Planning Group,
Hisashi Masumura
Corporate Planning Dept.
(February 5, 1963)
1,100 shares
Oct. 2010
Assistant General Manager, Manufacturing
Dept.
Reelection
Apr. 2012
General Manager of Human Resources Dept.
Apr. 2018
General Manager, Human Resources Dept.
General Manager, General Affairs Dept.
Oct. 2020
General Affairs Department Head
Jun. 2022
Corporate Auditor, the Company (current
position)(Reasons for nomination as candidate for Corporate Auditor)
Since joining the Company, he has served in the Company’s manufacturing, corporate planning, human resources, andgeneral affairs divisions and has extensive knowledge and experience in finance, legal affairs, compliance, and risk
management, which he believes enables him to conduct highly effective audits as a Corporate Auditor of the Company.
He is also nominated as a candidate for a full-time Corporate Auditor because he is expected to supervise overallmanagement and provide effective advice.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Oct. 1987

2

3

Notes:

Number of theCompany’s shares
ownedJoined Tohmatsu Awoki & Sanwa (presently
Deloitte Touche Tohmatsu LLC)
Mar. 1991
Registered as Certified Public Accountant
Aug. 1998
Resident Representative of Dalian Office, U.S.
Deloitte Touche Tohmatsu (Office Head)
Sep. 2002
Resident Representative and Managing Directorof the Japanese Service Group in South Chinaof Shenzhen Office in China, Deloitte Touche
Tohmatsu Limited
Jun. 2003
Partner
Sep. 2003
Returned to Audit Division, Tokyo Office,Deloitte Touche Tohmatsu as Partner
Koichiro Tanaka
Dec. 2003
Managing Director and Executive Officer;(July 6, 1965)
Partner supervising China Business and in
1,000 sharescharge of Public Communication, Corporate
Reelection
Finance Department of Deloitte Touche
OutsideTohmatsu (presently Deloitte Tohmatsu
Independent
Financial Advisory LLC)
May 2005
Registered as Authorized Tax Practitioner
Jul. 2014
Established Tanaka Accounting Office,Representative Director (current position)
Mar. 2017
Outside Corporate Auditor, ODAWARAENGINEERING CO., LTD. (current position)
Jun. 2018
Auditor, Japan Automobile Research Institute(current position)
Jun. 2020
Corporate Auditor, the Company (current
position)
Jun. 2023
Outside Audit & Supervisory Board Member,
Ten Allied Co., Ltd. (current position)(Reasons for nomination as candidate for outside Corporate Auditor)
He is nominated as a candidate for outside Corporate Auditor because the Company deems he will appropriately utilize
his suitable level of insight relating to finance and accounting as a certified public accountant and authorized tax
practitioner, his abundant practical experience at a major accounting firm, and his experience working overseas in his
duties as an outside Corporate Auditor from an independent and neutral standpoint.
Nov. 1996
Registered as Authorized Tax Practitioner
Apr. 2003
Director, Takada Branch of Kanto-Shinetsu
Authorized Tax Practitioner’s Association
Jan. 2004
Head, Yokota Accountant Office (current
position)
Koichi Yokota
Apr. 2019
General Manager, Takada Branch of Kanto(March 3, 1970)
Shinetsu Authorized Tax Practitioner’s
Association- shares
Reelection
Jun. 2020
Corporate Auditor, the Company (current
Outsideposition)Independent
Apr. 2021
Senior Managing Director, Niigata Prefecture
Branch Federation of Kanto-Shinetsu
Authorized Tax Practitioner’s Association
Apr. 2023
Vice Chairman, Niigata Prefecture BranchFederation of Kanto-Shinetsu Authorized Tax
Practitioner’s Association (current position)(Reasons for nomination as candidate for outside Corporate Auditor)
Yokota Koichi expanded activities rooted in his hometown of Joetsu-shi as the Head of Yokota Accountant Office. He is
nominated as a candidate for outside Corporate Auditor because the Company deems he will appropriately fulfill his
duties as an outside Corporate Auditor from an independent and neutral standpoint based on his extensive experienceand expert knowledge as an authorized tax practitioner.
1. There is no special interest between any of the candidates for Corporate Auditor and the Company.

- 12 -

2. The number of the Company’s shares owned is based on the shareholder register as of March 31, 2024.
3. Of the candidates for Corporate Auditor, Koichiro Tanaka and Koichi Yokota are candidates for outside Corporate Auditor
as defined in Article 2, paragraph (3), item (viii) of the Regulation for Enforcement of the Companies Act.
At the conclusion of this Annual General Meeting of Shareholders, Koichiro Tanaka’s tenure as outside Corporate Auditorof the Company will have been four years.
At the conclusion of this Annual General Meeting of Shareholders, Koichi Yokota’s tenure as outside Corporate Auditorof the Company will have been four years.
4. Of the candidates for Corporate Auditor, Koichiro Tanaka and Koichi Yokota are candidates to be appointed as independent
officers as provided for by Tokyo Stock Exchange, Inc. If their election is approved, they will be appointed as independent
officers as provided for by Tokyo Stock Exchange, Inc.
5. Currently, the Company has entered into limited liability agreements with each of candidates for outside Corporate Auditor
Koichiro Tanaka and Koichi Yokota pursuant to the provisions of Article 427, paragraph (1) of the Companies Act. If theirelection is approved, the Company intends to renew the said agreements with them. The outline of the details of the said
agreements is as follows:- If an outside Corporate Auditor is liable to the Company for failing to perform his/her duties, the maximum amount ofliability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article 425,
paragraph (1) of the Companies Act.
- The said limited liability agreement shall be effective as long as the outside Corporate Auditor had acted in good faithand without gross negligence in performing his/her duties that caused the damage.
6. The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3, paragraph(1) of the Companies Act with an insurance company. Under the policy, the Corporate Auditors of the Company are
insureds and the Company bears the full cost of the premiums. The policy will cover losses that may arise from liability
incurred by a Corporate Auditor who is an insured in the course of their performance of duties, or receipt of claims
pertaining to the pursuit of such liability. If each candidate is appointed as a Corporate Auditor, each of them will become
an insured under the policy. The policy is scheduled to be renewed at the next renewal under the same terms and conditions.

- 13 -

(Reference) Expertise and experience of each Director and Corporate Auditor
If this proposal is approved and adopted, the Company’s Board of Directors and Board of Corporate Auditors will
be composed of members with the following skills.
Corporate Businessstrategy/
managemarketing
ment
Representative Director Yuta Arisawa
DirectorTakeshi Masuda

○

○

R&D/
technologicalstrategies○

Finance/accounting/financialmarket○○Director

Osamu Nakajima○○

Director

Makoto Tai○○

Outside Director

Koji Nakamura○

Outside Director

Kazuo Abiko○

Outside Director

Legal/
risk
management

○
○

○

○

○
○

Hirotoshi Takada○

Miho Numata○

Outside Director

Makiko Horie○

Corporate Auditor

Hisashi Masumura

○

○

○

○
○

Koichiro Tanaka○○

Koichi Yokota○○- 14 -

International
experience○

Outside Director

Outside Corporate
AuditorOutside Corporate
AuditorHR/labor/HRdevelopment

○
○

○

○
○

Proposal No. 4

Election of Two Substitute Corporate Auditors

The Company proposes the election of two substitute Corporate Auditors in advance to be ready to fill vacant
positions should the number of Corporate Auditors fall below the number required by laws and regulations. The
consent of the Board of Corporate Auditors has been obtained for this proposal.
The candidates for substitute Corporate Auditor are as follows: Kazuhide Kita is to be elected as a substitute for
Corporate Auditor Hisashi Masumura, and Takefumi Ishida is to be elected as a substitute for outside Corporate
Auditors Koichiro Tanaka and Koichi Yokota. The Company shall reserve the right to nullify the validity of theirelection by resolution of the Board of Directors as long as the consent of the Board of Corporate Auditors is obtained;
provided, however, that it is only in a time before they assume office.
The candidates for substitute Corporate Auditor are as follows:
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1986
Nov. 2004

1

2

Notes:

1.
2.
3.

4.

5.
6.

7.

Number of theCompany’s shares
ownedJoined the Company
Group Leader, Electronic Materials Group 2,
Engineering Dept. (Electronics)
Nov. 2006
Group Leader, Electronic Materials Group 3,
Engineering Dept. (Electronics)
Apr. 2012
Group Leader, Management Group, Technical
Administration Dept.
Kazuhide Kita
3,000 shares(March 31, 1963)
Dec. 2013
Group Leader, Intellectual Property Group,Technical Administration Dept.
Apr. 2014
General Manager, Technical Administration
Dept.
Oct. 2015
General Manager, Corporate Planning Dept.
Apr. 2023
Commissioned to the Company (current
position)
Nov. 2007
Registered as Authorized Tax Practitioner
Apr. 2011
Director, Takada Branch of Kanto-Shinetsu
Authorized Tax Practitioner’s Association
Takefumi IshidaJul. 2012
Representative Employee, Ishida Accounting- shares(September 15, 1976)
Office (current position)
Apr. 2021
Deputy General Manager, Takada Branch of
Kanto-Shinetsu Authorized Tax Practitioner’s
Association (current position)
There is no special interest between any of the candidates for substitute Corporate Auditor and the Company.
The number of the Company’s shares owned is based on the shareholder register as of March 31, 2024.
Kazuhide Kita has been nominated as a substitute Corporate Auditor because the Company deems he will appropriately
fulfill his duties as a Corporate Auditor of the Company based on his involvement in technology, technology administration,and corporate planning operations since joining the Company as well as his broad knowledge and experience, such as intechnology and corporate management.
Takefumi Ishida has been nominated as a substitute outside Corporate Auditor because the Company deems he willappropriately fulfill his duties as an outside Corporate Auditor of the Company from an independent and neutral standpoint,
based on his extensive experience and advanced expert knowledge as an authorized tax practitioner, which will be reflectedin the Company’s auditing system.
If Takefumi Ishida is appointed as an outside Corporate Auditor, he will be designated as an independent officer as
provided for by Tokyo Stock Exchange, Inc.
If Takefumi Ishida is appointed as an outside Corporate Auditor, the Company intends to enter into a limited liability
agreement with him pursuant to Article 427, paragraph (1) of the Companies Act, and the outline of the limited liability
agreement is as follows:- If an outside Corporate Auditor is liable to the Company for failing to perform his/her duties, the maximum amount ofliability for compensation for damage to the Company shall be the Minimum Liability Amount provided in Article 425,
paragraph (1) of the Companies Act.
- The said limited liability agreement shall be effective as long as the person had acted in good faith and without grossnegligence in performing his/her duties that caused the damage.
The Company has entered into a directors and officers liability insurance policy as set forth in Article 430-3, paragraph(1) of the Companies Act with an insurance company. Under the policy, the Corporate Auditors of the Company are- 15 -

insureds and the Company bears the full cost of the premiums. The policy will cover losses that may arise from liability
incurred by a Corporate Auditor who is an insured in the course of their performance of duties, or receipt of claims
pertaining to the pursuit of such liability. If each candidate is appointed as a Corporate Auditor, each of them will become
an insured under the policy. The policy is scheduled to be renewed at the next renewal under the same terms and conditions.

- 16 -