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 7105)
June 8, 2023
To Shareholders with Voting Rights:
Yuichi Mano
Director and President
Mitsubishi Logisnext Co., Ltd.
2-1-1, Higashi-kotari,
Nagaokakyo City, Kyoto

NOTICE OF
THE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We are pleased to notify you that the 122nd Annual General Meeting of Shareholders of Mitsubishi Logisnext
Co., Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provisionof information contained in the Reference Documents for the General Meeting of Shareholders, etc. (matters tobe provided electronically). The information is posted on the Company’s website on the internet. Please accessthe following website to find the information.
The Company’s website: https://www.logisnext.com/en/(Please access the above website and select “Investors” to find the information.)
In addition to the Company’s website, matters to be provided electronically are also posted on the Tokyo
Stock Exchange (TSE) website. Please find them below.
Tokyo Stock Exchange website (Listed Company Search service):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Please access the TSE website above, enter “Issue name (company name)” or “Code,” search, select “Basic
information” and then Documents for public inspection/PR information,” and find the information under“Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting” in“Filed information available for public inspection.”)If you are unable to attend the meeting, please review the attached “Reference Documents for the General
Meeting of Shareholders” and exercise your voting rights by electromagnetic means (via the internet, etc.) or inwriting (by postal mail) in advance. When exercising voting rights in advance, please refer to the attached“Reference Documents for the General Meeting of Shareholders” and exercise your voting rights by 4:50 p.m.
on Tuesday, June 27, 2023, Japan time.
1. Date and Time:
2. Place:

Wednesday, June 28, 2023 at 10:00 a.m. Japan time
(Reception opens at 9:00 a.m.)
Main hall at the Corporate Headquarters located at2-1-1, Higashi-kotari, Nagaokakyo City, Kyoto, Japan

3. Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by
the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements-1-2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal Year
(April 1, 2022 - March 31, 2023)

Proposals to be resolved:
Proposal 1:
Dividend of Surplus
Proposal 2:
Election of Seven (7) Directors
Proposal 3:
Election of Two (2) Audit and Supervisory Board Members
Proposal 4:
Election of One (1) Substitute Audit and Supervisory Board Member
Proposal 5:
Introduction of a Restricted Stock Compensation System
Proposal 6:
Revision of the Amount of Remuneration for External Directors and Audit andSupervisory Board Members
●
●
●
●

●

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If you exercise your voting rights in writing (by postal mail) and do not indicate your vote for or against a
proposal on the Voting Rights Exercise Form, we will deem that you have voted for the proposal.
Should the matters to be provided electronically require revisions, the revised versions will be posted on
the Company’s website (https://www.logisnext.com/).
Of the matters to be provided electronically, “Systems to Ensure Proper Business Operations and
Implementation Status of Such Systems” of the Business Report, “Notes to the Consolidated Financial
Statements” of the Consolidated Financial Statements, and “Notes to the Non-consolidated Financial
Statements” of the Non-consolidated Financial Statements are not included in the paper copy to be sent toshareholders who have requested it, in accordance with provisions of laws and regulations as well as theCompany’s Articles of Incorporation. The paper copy to be sent to shareholders who have requested it istherefore part of the documents that were audited by the Audit and Supervisory Board Members and the
Accounting Auditor in preparing the audit report.
If you wish to make a diverse exercise of your voting rights, please notify the Company of your intention
and the reason therefor not later than three (3) days before the Annual General Meeting of Shareholders.

-2-Guide to Exercising Voting Rights
Voting rights at the General Meeting of Shareholders are important rights of shareholders.
Please refer to the attached “Reference Documents for the General Meeting of Shareholders” and exercise yourvoting rights.
You can exercise your voting rights by one of the following three methods.


Exercise voting rights via the internet, etc.
Please follow the instructions on the next page to indicate your vote for or against the proposals.
Deadline: Tuesday, June 27, 2023 at 4:50 p.m., Japan time(Your votes must be entered by the deadline above.)

Exercise voting rights in writing (by postal mail)Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form andreturn it by post without attaching a postage stamp.
Deadline: Tuesday, June 27, 2023 at 4:50 p.m., Japan time(Your mail must arrive by the deadline above.)

Attend the General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form at the reception desk.
Wednesday, June 28, 2023 at 10 a.m.
(Reception opens at 9 a.m.)

Institutional investors may use the electronic voting platform for institutional investors, operated by ICJ, Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Dividend of Surplus

The basic policy of the Company’s dividend policy, etc. is to maintain stable profit returns, while
securing internal reserves appropriately in preparation for future growth.
For the fiscal year ended March 31, 2023, it is proposed that year-end dividends be distributed as follows,in light of the performance for the fiscal year and business development going forward.

1. Type of Dividends
Cash
2. Allotment of dividend assets to shareholders and total amount of dividends
Common stock of the Company: 9 yen per share
Total amount:
960,298,173 yen
3. Date that the dividend of surplus becomes effective
June 29, 2023

-4-

Proposal 2:

Election of Seven (7) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of seven (7) Directors is proposed.
The candidates are as follows:
No.

Name

Positions and responsibilities

1

Reappointment

TakashiMikogami

Representative Director andChairman2

Reappointment

Yuichi Mano

Representative Director andPresident
Director
Executive Officer
CFO, Division Head, General
Manager, Corporate Strategy andPlanning Office
In charge of Corporate Financeand Accounting Headquarters

3

Reappointment

Takatoshi Uno

4

Reappointment

Masayuki
Suematsu

5

Reappointment

Osamu Ando

External Director
Independent Director

6

Reappointment

Kyoko
Kobayashi

External Director

7

Reappointment

Fumio
Kobayashi

External Director

Independent Director

Independent Director

Significant concurrent positions

Director

Executive Vice President and
CSO, Mitsubishi Heavy
Industries, Ltd.

Director

President, Shimadzu AccessCorporation

Director

Lawyer, Partner at Irokawa
Legal Professional Corporation
External Audit and Supervisory
Board Member, Kawakami Paint
Manufacturing Co., Ltd.
External Director, Nippon Pillar
Packing Co., Ltd.

Director

Adviser, Japan Material Flow
Institute

-5-

No.

Name
(Date of birth)

Takashi Mikogami(March 19, 1956)[Reappointment]

1

Brief career summary and important concurrent duties
Apr. 1981 Joined Mitsubishi Heavy Industries, Ltd.
Apr. 2007 General Manager of Turbocharger Engineering
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2010 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2011 General Manager of Turbocharger Business Department,
General Machinery & Special Vehicles Business
Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2012 Deputy Head of General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2013 Director, the Company
Senior Vice President, Mitsubishi Heavy Industries, Ltd.
Apr. 2014 Senior General Manager of Quality Control Division,
Deputy Head of the Machinery, Equipment &Infrastructure Domain, Mitsubishi Heavy Industries, Ltd.
Apr. 2015 Head of Sagamihara Machinery Works, Mitsubishi
Heavy Industries, Ltd.
Apr. 2016 Executive Vice President, Mitsubishi Heavy Industries,
Ltd.
Jun. 2016 Senior Executive Vice President, Mitsubishi Heavy
Industries Forklift, Engine & Turbocharger Holdings,
Ltd.
Jan. 2017 Director, UniCarriers Corporation
Jun. 2017 Representative Director, Senior Executive Vice
President, Assistant to the President, the Company
Oct. 2017 President and CEO, the Company
Director, Mitsubishi Heavy Industries Forklift, Engine &Turbocharger Holdings, Ltd.
Apr. 2020 Executive Vice President, President and CEO, Logistics,
Thermal & Drive Systems, Mitsubishi Heavy Industries,
Ltd.
Jun. 2021 Representative Director and Chairman, the Company (topresent)• Years of service as Director: 8• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company

13,600None

15 out of 15 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Takashi Mikogami has chaired meetings of the Board of Directors as Representative Director and Chairman,
appropriately managing the Board of Directors while appropriately conducting decision making on important matters andmanagement supervision. As Chair of the Nominating and Compensation Committee, he has also been striving to strengthen
corporate governance by enhancing the transparency and fairness of officer nomination and compensation. In addition, he has
been offering appropriate advice and supervising the management from a broad perspective, based on his abundant experienceand excellent insight as a corporate manager and while contributing to the development of the entire industry in his capacity
as Deputy Chairman of Japan Industrial Vehicles Association.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Notes)
1. Mr. Takashi Mikogami has in the past been an executive of Mitsubishi Heavy Industries, Ltd., which is the parent of theCompany. Positions and responsibilities which Mr. Takashi Mikogami has held in the past 10 years at Mitsubishi Heavy
Industries, Ltd. are stated in the above “Brief career summary and important concurrent duties.”
2. The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations-6-

that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.

-7-

No.

Name
(Date of birth)

Yuichi Mano
(June 25, 1963)[Reappointment]

2

Brief career summary and important concurrent duties
Apr. 1986 Joined Mitsubishi Heavy Industries, Ltd.
Jul. 1996 Assistant to General Manager of Product Support,
Mitsubishi Caterpillar Forklift America Inc.
Apr. 2003 Chief of Planning & Accounting Department, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Apr. 2004 Chief of Business Strategy Group, Material Handling
Equipment Department, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2009 Deputy General Manager of Material Handling
Equipment Department, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Oct. 2011 General Manager of Forklift Sales Department, Forklift
Business Division, General Machinery & Special
Vehicles Business Headquarters, Mitsubishi Heavy
Industries, Ltd.
Apr. 2013 Director, Senior Executive Officer, Head of Corporate
Planning Office, the Company
Jul. 2014 Representative Director and President, Mitsubishi
Caterpillar Forklift Europe B.V.
Jun. 2018 Senior Executive Officer, Deputy General Manager,
Strategic Planning Office, the Company
Apr. 2019 Senior Executive Officer, General Manager, Strategic
Planning Office, the Company
Apr. 2020 Senior Executive Officer, Head of Overseas Sales andMarketing Headquarters, The Company
Jul. 2020 Senior Executive Officer, Head of Overseas Business
Headquarters, the Company
Apr. 2022 Senior Executive Officer, Division Head, General
Manager, Corporate Strategy and Planning Office, theCompany
Jun. 2022 Representative Director and President, General Manager,
Corporate Strategy and Planning Office, the Company
Apr. 2023 Representative Director and President, the Company (topresent)• Years of service as Director: 5• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company

4,300

None

12 out of 12 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Yuichi Mano has supervised the overall business operation of the Group and ensured accountability for the Board of
Directors as Representative Director and President, based on his excellent management skills and abundant businessknowledge, while appropriately conducting decision making on important matters and management supervision. As he has
fully demonstrated his leadership with a global management perspective toward realizing the corporate philosophy andachieving the management plan, the business results for the fiscal year under review are expected to exceed the initial plan. In
addition, he has actively promoted initiatives from not only a short-term but also a medium- to long-term perspective.
Based on the above, he is expected to keep contributing to the Company in such ways. Therefore, we have nominated him
again as a candidate for Director.
(Notes)1.
The figures for Mr. Yuichi Mano’s attendance at meetings of the Board of Directors are stated for meetings held in the fiscal
year under review after his assumption of office as Director of the Company on June 24, 2022.
2.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain-8-

exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will include the candidate as an insured person under the insurance
contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.

-9-

No.

Name
(Date of birth)

Brief career summary and important concurrent duties
Jul. 2006
Jul. 20093

Joined the Company
Vice President, Shanghai Nichiyu Forklift ManufacturingCo., Ltd.
Oct. 2012 Executive Vice President, Nichiyu Forklift (Thailand)Co., Ltd.
Takatoshi Uno
Feb. 2015 Division Head, General Manager, Corporate Finance and(November 18, 1965)
Accounting Division, Administration Headquarters, theCompany[Reappointment]
Jun. 2018 Assistant to Head of Administration Headquarters, theCompany
May 2019 Member of the Executive Team, Head of Corporate
Finance and Accounting Headquarters, the Company
Apr. 2021 Executive Officer, CFO, Head of Corporate Finance andAccounting Headquarters, Division Head, General
Manager, Corporate Finance Planning Division, theCompany
Apr. 2022 Executive Officer, CFO, Head of Corporate Finance andAccounting Headquarters, the Company
Jun. 2022 Director, the Company (to present)
Apr. 2023 Executive Officer, CFO, Division Head, General
Manager, Corporate Strategy and Planning Office, incharge of Corporate Finance and Accounting
Headquarters, the Company (to present)

Number of Special interests
shares owned
with the(Common stock)Company• Years of service as Director: 1• Attendance at Board of Directors meetings in fiscal year under review:

1,400

None

12 out of 12 meetings (100%)[Reason for nomination as Director and summary of expected roles]
Mr. Takatoshi Uno possesses excellent management skills and abundant business knowledge in the finance and accounting
field, and serves as the Company’s Executive Officer, CFO, and Division Head, General Manager, Corporate Strategy andPlanning Office. He has worked on strengthening fiscal basis as a top-priority issue as CFO. He has steadily promoted various
important projects from the financial and company-wide viewpoints while managing financial planning accurately and making
appropriate proposals based on various indicators.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Notes)1.
The figures for Mr. Takatoshi Uno’s attendance at meetings of the Board of Directors are stated for meetings held in thefiscal year under review after his assumption of office as Director of the Company on June 24, 2022.
2.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will include the candidate as an insured person under the insurance
contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.

- 10 -

No.

4

Name
(Date of birth)

Brief career summary and important concurrent duties

Apr. 1986 Joined Mitsubishi Heavy Industries, Ltd.
May 2001 Controller, Mitsubishi Caterpillar Forklift Europe B.V.
May 2006 Chief of Planning & Accounting Department, General
Machinery & Special Vehicles Business Headquarters,
Mitsubishi Heavy Industries, Ltd.
Jan. 2009 Deputy General Manager of Planning & Accounting
Department, General Machinery & Special Vehicles
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
Apr. 2011 Deputy General Manager of Planning & Administration
Department, General Machinery & Special Vehicles
Masayuki Suematsu
Business Headquarters, Mitsubishi Heavy Industries, Ltd.
(August 25, 1963)
Jan. 2012 Managing Director, Mitsubishi Agricultural MachineryCo., Ltd.
[Reappointment]
Apr. 2014 Deputy General Manager of Planning & Administration
Department, Business Strategy Division, the Machinery,
Equipment & Infrastructure Domain, Mitsubishi Heavy
Industries, Ltd.
Jan. 2016 CEO, President, Mitsubishi Mahindra Agricultural
Machinery Co., Ltd.
Apr. 2019 Senior Vice President, Head of Business Strategy Office
and Senior General Manager of Corporate Planning
Department, Mitsubishi Heavy Industries, Ltd.
Jun. 2019 Director, the Company (to present)
Apr. 2021 Head of Business Strategy Office, Mitsubishi Heavy
Industries, Ltd.
Apr. 2022 Vice President, Logistics, Thermal & Drive Systems,
Mitsubishi Heavy Industries, Ltd.
Apr. 2023 Executive Vice President and CSO, Mitsubishi Heavy
Industries, Ltd. (to present)[Significant concurrent positions]Executive Vice President and CSO, Mitsubishi Heavy Industries,
Ltd.
• Years of service as Director: 4• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0

See Note 1
below.

15 out of 15 meetings (100%)[Reason for nomination as Director and summary of expected roles]
After having held the position as CEO, President of Mitsubishi Mahindra Agricultural Machinery Co., Ltd., Mr. Masayuki
Suematsu currently serves as Executive Vice President of Mitsubishi Heavy Industries, Ltd., and possesses abundant
experience of business management and excellent insight. Based on his experience and insight, he has provided constructive
opinions and suggestions on general management and conducted management supervision appropriately.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for Director.
(Notes)1.
Mr. Masayuki Suematsu serves as Executive Vice President and CSO of Mitsubishi Heavy Industries, Ltd. Mitsubishi Heavy
Industries, Ltd. owns 68,888,181 shares (or 64.56% of all shares) of the Company. A comprehensive capital and business
partnership relationship exists between the Company and Mitsubishi Heavy Industries, Ltd. in which the Company
commissions the production of finished products, parts for finished products and other components to Mitsubishi Heavy
Industries, Ltd., and the Company procures them from Mitsubishi Heavy Industries, Ltd.
2.
Mr. Masayuki Suematsu is currently and has in the past 10 years been an executive of Mitsubishi Heavy Industries, Ltd.,
which is the parent of the Company. Positions and responsibilities which Mr. Masayuki Suematsu holds currently and has
held in the past 10 years at Mitsubishi Heavy Industries, Ltd. are stated in the above “Brief career summary and importantconcurrent duties.”
3.
The Company has entered into an agreement with Mr. Masayuki Suematsu to limit his liability for damages under Article
423, Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated
by laws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.
4.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided- 11 -

for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.

- 12 -

No.

Name(Date of birth)Osamu Ando
(January 3, 1957)[Reappointment][External Director][Independent
Director]

5

Brief career summary and important concurrent duties
Apr. 1979 Joined Shimadzu Corporation
Apr. 1999 Technical Manager, Analytical Instrument Division,
Shimadzu Corporation
Apr. 2000 President, Shimadzu Scientific Instruments, Inc.
Jun. 2007 Director, General Manager, Analysis and Measurement
Division, Shimadzu Corporation
Jun. 2011 Managing Director, in charge of Production, CS, andInformation Systems, Shimadzu Corporation
Apr. 2013 In charge of Production and CS; General Manager,
Aircraft Equipment Division, Shimadzu Corporation
Jun. 2013 Senior Managing Executive Officer, Shimadzu
Corporation
Jun. 2017 President, Shimadzu Access Corporation (to present)
Jun. 2020 Director, the Company (to present)[Significant concurrent positions]
President, Shimadzu Access Corporation• Years of service as External Director:
3• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0None

15 out of 15 meetings (100%)[Reason for nomination as External Director and summary of expected roles]
Mr. Osamu Ando possesses experience of global business management in measuring and medical instrument
manufacturers and excellent insight. Using his track record and insight, he has provided constructive opinions and suggestions
and conducted management supervision appropriately from an objective and neutral standpoint as Independent Director.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for External Director.
(Notes)1.
Mr. Osamu Ando is a candidate for External Director.
2.
The Company has entered into an agreement with Mr. Osamu Ando to limit his liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If he is re-elected, the Company plans to renew the same agreement with him.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.
4.
Upon his election as Director on June 25, 2020, the Company registered Mr. Osamu Ando as an Independent Director with
Tokyo Stock Exchange, Inc.

- 13 -

No.

Name(Date of birth)
Kyoko Kobayashi(July 22, 1972)[Reappointment][External Director][Independent
Director]

6

Brief career summary and important concurrent duties
Apr. 1999 Registered as Attorney
Joined Irokawa Law Office (currently Irokawa Legal
Professional Corporation)
Sep. 2009 Seconded to Legal Affairs Office, Sharp Corporation
Sep. 2014 Returned to Irokawa Law OfficeJan. 2018 Partner, Irokawa Law OfficeFeb. 2018 External Audit and Supervisory Board Member,
Kawakami Paint Manufacturing Co., Ltd. (to present)
Jan. 2020 Partner, Irokawa Legal Professional Corporation (topresent)
Jun. 2020 Director, the Company (to present)
Jun. 2021 External Director, Nippon Pillar Packing Co., Ltd. (topresent)[Significant concurrent positions]
Lawyer, Partner, Irokawa Legal Professional Corporation
External Audit and Supervisory Board Member, Kawakami Paint
Manufacturing Co., Ltd.
External Director, Nippon Pillar Packing Co., Ltd.

• Years of service as External Director:
3• Attendance at Board of Directors meetings in fiscal year under review:

Number of Special interests
shares owned
with the(Common stock)Company0None

14 out of 15 meetings (94%)[Reason for nomination as External Director and summary of expected roles]
Ms. Kyoko Kobayashi possesses abundant track record and insight mainly related to corporate legal affairs as an attorney.
She also has worked for a listed company and served as Independent Director at another listed company. Using her trackrecord and insight, she has provided constructive opinions and suggestions and conducted management supervision
appropriately from an objective and neutral standpoint as Independent Director.
Based on the above, she is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated her again as a candidate for Director.
Although she has not been engaged in corporate management other than serving as Outside Officer, the Company has
determined that she can appropriately fulfill her duties as an External Director for the reasons above.
(Notes)1.
Ms. Kyoko Kobayashi is a candidate for External Director.
2.
No special interests exist between Ms. Kyoko Kobayashi and the Company. She is a partner at Irokawa Legal Professional
Corporation, with which the Company has entered into a legal advisory contract.
3.
The Company has entered into an agreement with Ms. Kyoko Kobayashi to limit her liability for damages under Article 423,
Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If she is re-elected, the Company plans to renew the same agreement with her.
4.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If thereappointment of the candidate is approved, the Company will continue to include the candidate as an insured person under
the insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up
for renewal.
5.
Upon her election as External Director on June 25, 2020, the Company registered Ms. Kyoko Kobayashi as Independent
Director with Tokyo Stock Exchange, Inc.

- 14 -

No.

Name(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1970 Joined Daifuku Co., Ltd.
Apr. 1997 General Manager, Metropolitan Area Sales Division,
Daifuku Co., Ltd.

Jun. 1998 Director, General Manager, Regional Business Division,
Daifuku Co., Ltd.

Apr. 2003 Managing Director, Chief Operating Officer (COO), Sales
and Marketing Operations, Daifuku Co., Ltd. Deputy
General Manager, FA&DA operations General Manager,
Sales Division, FA&DA Operations, Daifuku Co., Ltd.
Apr. 2004 Representative Director, Senior Managing Officer, Sales andMarketing Operations, General Manager, FA&DA
Operations, Daifuku Co., Ltd.

Fumio Kobayashi(August 17, 1947)[Reappointment][External Director][Independent
Director]

7

Apr. 2005 Representative Director, Senior Managing Officer, Sales
and Marketing Operations, COO, FA&DA, DTS
Operations, General Manager, FA&DA Operations,
Daifuku Co., Ltd.
Representative Director and President, Daifuku Logistic
Technology Co., Ltd.
Apr. 2006 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA, DTS Operations, Daifuku
Co., Ltd.
Apr. 2007 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA Operations, Daifuku Co.,
Ltd.
Jun. 2011 Executive Vice President, COO, Sales and Marketing
Operations, COO, FA&DA Operations, Daifuku Co.,Ltd.
Apr. 2012 Executive Vice President, COO, Sales and Marketing
Operations, Daifuku Co., Ltd.
Apr. 2013 Executive Vice President, Daifuku Co., Ltd.
Apr. 2014 Executive Vice President, Supervisor of Companies in
Europe, Daifuku Co., Ltd.
Apr. 2015 Director, Adviser, Daifuku Co., Ltd.
Jun. 2015 Adviser, Daifuku Co., Ltd.
Nov. 2016 Managing Director, Japan Material Flow InstituteJun. 2017 Resigned from Daifuku Co., Ltd.
Oct. 2017 Senior Managing Director, Japan Material Flow InstituteJun. 2022 Director, the Company (to present)
Aug. 2022 Adviser, Japan Material Flow Institute (to present)[Significant concurrent positions]
Adviser, Japan Material Flow Institute• Years of service as External Director:
1• Attendance at Board of Directors meetings in fiscal year under review:

0

None

12 out of 12 meetings (100%)[Reason for nomination as External Director and summary of expected roles]
Mr. Fumio Kobayashi currently serves as Adviser, Japan Material Flow Institute after having held the position as Executive
Vice President, Daifuku Co., Ltd., and possesses abundant experience of business management and excellent insight for thematerial handling equipment industry. Using his track record and insight, he has provided constructive opinions andsuggestions and conducted management supervision appropriately from an objective and neutral standpoint as Independent
Director.
Based on the above, he is expected to contribute to achieving sustainable growth of the Company and enhancing corporate
value. Therefore, we have nominated him again as a candidate for External Director.
(Notes)1.
The figures for Mr. Fumio Kobayashi’s attendance at meetings of the Board of Directors are stated for meetings held in thefiscal year under review after his assumption of office as Director of the Company on June 24, 2022.
2.
Mr. Fumio Kobayashi is a candidate for External Director.
3.
The Company has entered into an agreement with Mr. Fumio Kobayashi to limit his liability for damages under Article 423,

- 15 -

4.

5.

Paragraph 1 of the Companies Act, and the maximum amount of liabilities under the agreement is the amount stipulated bylaws and regulations. If he is reappointed, the Company plans to renew the same agreement with him.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the reappointment of the candidate is approved, the Company will include the candidate as an insured person under the
insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for
renewal.
Upon his election as External Director on June 24, 2022, the Company registered Mr. Fumio Kobayashi as Independent
Director with Tokyo Stock Exchange, Inc.

- 16 -

Proposal 3:

Election of Two (2) Audit and Supervisory Board Members

The terms of office of Audit and Supervisory Board Members Mr. Koji Baba, Mr. Masahide Kuragaki, andMr. Yasuyuki Fukuoka will expire at the conclusion of this year’s Annual General Meeting of Shareholders.
Accordingly, the election of two (2) Audit and Supervisory Board Members is proposed. The Audit andSupervisory Board has given its consent to the proposal.
The candidates are as follows:
No.

1

2

Name

Positions and responsibilities

Newly appointed

Katsutoshi
Yuasa

Member of the Executive Team
Assistant to President

Newly appointed

Kazuhiro
FukuokaSignificant concurrent positions

Director, GS Yuasa Corporation
Director, General Manager,
Human Resources Division, GS
Yuasa International Ltd.

External Audit andSupervisory Board
Member- 17 -

No.

Name(Date of birth)
Katsutoshi Yuasa(August 11, 1962)[Newly appointed]

1

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1986 Joined Nissan Motor Co., Ltd.
Apr. 2013 Manager, Business Development Department, UniCarriers
Corporation

Apr. 2016 Manager, Mitsubishi Heavy Industries Forklift, Engine &Turbocharger Holdings, Ltd.

Mar. 2017 Joined the Company
Oct. 2017 Chief, PMI Promotion Office, the Company
Jul. 2020 Fellow, Deputy General Manager, Corporate Strategy
400
None
and Planning Office, the Company
Apr. 2021 Member of the Executive Team, Division Head, General
Manager, Corporate Strategy and Planning Office, theCompany
Apr. 2022 Member of the Executive Team, Division Head, General
Manager, Product Planning Office, the Company
Apr. 2023 Member of the Executive Team, Assistant to President,
the Company (to present)[Reason for nomination as Audit and Supervisory Board Member]
Mr. Katsutoshi Yuasa has long engaged in the forklift business. At the Company, he not only promoted PMI but served as
Division Head, General Manager, Corporate Strategy and Planning Office and Product Planning Office. His accomplishments
include the establishment of sustainability promotion structure, promotion of digital transformation, planning of brandstrategy, reform of management review, FY2022 priority issues, SolutionsNextPJ, clarification of the Product Planning
Office’s roles, analysis of competitors, and mid-year revision of the medium-term product development plan.
The Company expects him to take advantage of his business management experience and excellent insight and carry out
audits from an expert’s point of view. Based on the above, we have nominated him as a candidate for Audit and Supervisory
Board Member.
(Notes)1.
If the election of Mr. Katsutoshi Yuasa is approved, the Company plans to enter into an agreement with him to limit his
liability for damages under Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liabilities under theagreement will be the amount stipulated by laws and regulations.
2.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes certain
exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or regulations
that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company. If theappointment of the candidate is approved, the Company will include the candidate as an insured person under the insurance
contract. The Company plans to renew the insurance contract with the above details the next time it comes up for renewal.

- 18 -

No.

Name(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1982 Joined Japan Storage Battery Co., Ltd. (currently GS Yuasa
Kazuhiro Fukuoka(July 18, 1959)

International Ltd.)

Apr. 2004 General Manager, Corporate Strategic Planning Office(Information Systems), GS Yuasa Corporation

Apr. 2008 General Manager, Corporate Strategic Planning Office2[Newly appointed](Strategic Planning), GS Yuasa Corporation[External Audit andAug. 2008 Executive Vice President, Siam GS Battery Co., Ltd.
Supervisory Board
Jul. 2011 Associate General Manager, Human Resources Division,
Member]GS Yuasa International Ltd.
Jun. 2015 Officer, GS Yuasa International Ltd.
0
NoneJun. 2017 General Manager, Human Resources Division, GS Yuasa
International Ltd. (to present)
Jun. 2019 Senior Officer, GS Yuasa International Ltd.
Apr. 2020 Director, GS Yuasa International Ltd. (to present)
Jun. 2020 Director, GS Yuasa Corporation (to present)[Significant concurrent positions]
Director, GS Yuasa Corporation
Director, General Manager, Human Resources Division, GS Yuasa
International Ltd.
[Reason for nomination as External Audit and Supervisory Board Member]
Mr. Kazuhiro Fukuoka has held various positions, including General Manager of Corporate Strategic Planning Office, at
GS Yuasa International Ltd. He also has experience serving as a senior executive of an overseas subsidiary. He currently serves
as Director and General Manager of Human Resources Division of GS Yuasa International Ltd. and Director of GS Yuasa
Corporation.
The Company expects him to take advantage of his abundant experience and excellent insight and properly provide
opinions and suggestions and carry out audits from an objective perspective as External Audit and Supervisory Board Member.
We have therefore nominated him as a candidate for External Audit and Supervisory Board Member.
(Notes)1.
Mr. Kazuhiro Fukuoka is a candidate for External Audit and Supervisory Board Member.
2.
If the election of Mr. Kazuhiro Fukuoka is approved, the Company plans to enter into an agreement with him to limit his
liability for damages under Article 423, Paragraph 1 of the Companies Act, and the maximum amount of liabilities under
the agreement will be the amount stipulated by laws and regulations.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If the appointment of the candidate is approved, the Company will include the candidate as an insured person under the
insurance contract. The Company plans to renew the insurance contract with the above details the next time it comes up for
renewal.
4.
If the election of Mr. Kazuhiro Fukuoka is approved, the Company plans to register him as an Independent Auditor with
Tokyo Stock Exchange, Inc.

- 19 -

Proposal 4:

Election of One (1) Substitute Audit and Supervisory Board Member

To prepare for the case where the number of Audit and Supervisory Board Members falls below the number
required by laws and regulations, the Company proposes the election of one (1) Substitute Audit andSupervisory Board Member. The Audit and Supervisory Board has given its consent to the proposal.
The candidate is as follows:
No.

Name
(Date of birth)

Brief career summary and important concurrent duties

Number of Special interests
shares owned
with the(Common stock)Company

Apr. 1981 Joined The Mitsubishi Trust and Banking Corporation(currently Mitsubishi UFJ Trust and Banking Corporation)

Feb. 2012 Deputy General Manager, Corporate Advisory Service
Division, Mitsubishi UFJ Trust and Banking Corporation

Oct. 2013 Deputy General Manager, Credit Supervisory Division,
Mitsubishi UFJ Trust and Banking Corporation

Hideki Sugiura(February 2, 1966)

1

Aug. 2014 General Manager, Real Estate Finance Credit Division,
Mitsubishi UFJ Trust and Banking Corporation

Apr. 2017 Deputy General Manager, Real Estate Trust Division,0
None
Mitsubishi UFJ Trust and Banking Corporation[Newly appointed]
Apr. 2018 Deputy General Manager, Group Real Estate Business
Division, Mitsubishi UFJ Trust and Banking Corporation
Apr. 2021 Seconded to MU Trust Apple Planning Company, Ltd.
Jun. 2021 Full-time Corporate Auditor, Dai Nippon Toryo Co., Ltd.
(to present)[Significant concurrent positions]
Full-time Corporate Auditor, Dai Nippon Toryo Co., Ltd.
[Reason for nomination as Substitute External Audit and Supervisory Board Member]
Mr. Hideki Sugiura has held executive positions at various divisions of Mitsubishi UFJ Trust and Banking Corporation.
He currently serves as Full-time Corporate Auditor of Dai Nippon Toryo Co., Ltd.
The Company expects him to take advantage of his abundant experience and excellent insight and properly provide
opinions and suggestions and carry out audits from an objective perspective as External Audit and Supervisory Board Member.
We have therefore nominated him as a candidate for Substitute External Audit and Supervisory Board Member.
(Notes)1.
Mr. Hideki Sugiura is a candidate for Substitute External Audit and Supervisory Board Member and meets the criteria for
Independent Directors/Auditors set by Tokyo Stock Exchange, Inc. If he assumes office as an External Audit and Supervisory
Board Member, the Company plans to register him as an Independent Auditor with Tokyo Stock Exchange, Inc.
2.
If Mr. Hideki Sugiura assumes office as an External Audit and Supervisory Board Member, the Company plans to enter into
an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies Act, and the
maximum amount of liabilities under the agreement will be the amount stipulated by laws and regulations.
3.
The Company has taken out the MHI Global Insurance, for which Mitsubishi Heavy Industries, Ltd., its parent, acts as theparty to the insurance contract. The insurance policy includes a directors and officers liability insurance agreement provided
for in Article 430-3, Paragraph 1 of the Companies Act, with all Directors and Audit and Supervisory Board Members named
as the insured persons. The contract covers potential damages and expense payments to be borne by the insured persons
arising from shareholder derivative actions, corporate lawsuits or third party litigation. However, the contract includes
certain exemption clauses, such as no compensation being given for liability attributable to acts in violation of laws or
regulations that were committed with full knowledge of their illegality. All insurance premiums are borne by the Company.
If Mr. Hideki Sugiura assumes office as an External Audit and Supervisory Board Member, the Company will include thecandidate as an insured person under the insurance contract.
4.
Business relations, including the provision of transfer agent and consulting services, exist between the Company and
Mitsubishi UFJ Trust and Banking Corporation, where Mr. Hideki Sugiura has in the past been an executive. Meanwhile,
the amount of transaction based on such relations accounts for an insignificant proportion (below 0.01%) of consolidated
net sales of Mitsubishi UFJ Trust and Banking Corporation as of the end of the most recent business year. The Company
therefore believes that Mr. Hideki Sugiura’s independence is secured.

- 20 -

Proposal 5:

Introduction of a Restricted Stock Compensation System

To give the Company’s Directors (excluding External Directors; hereinafter referred to as “Eligible
Directors”) an incentive to sustainably enhance corporate value, as well as to facilitate further value sharing
between Eligible Directors and shareholders, the Company proposes to introduce a compensation system
where the Company’s common stock with a certain period during which its transfer is restricted and set ofprovisions including acquisition by the Company without contribution (hereinafter referred to as “Restricted
Stock”) is allotted (hereinafter referred to as the “System”). The details are described below.
The maximum amount of remuneration for Directors, which is not more than 350 million yen per annum
for nine (9) Directors (including bonuses and not more than 30 million yen per annum for two (2) External
Directors), was approved at the 114th Annual General Meeting of Shareholders held on June 26, 2015.
Separately from the above amount, the maximum amount of remuneration as stock compensation type stock
options for Directors (excluding External Directors), which is not more than 30 million yen per annum, wasapproved at the 111th Annual General Meeting of Shareholders held on June 28, 2012.
At this General Meeting of Shareholders, the Company asks for an approval to reform the current stockcompensation system, replacing the stock compensation type stock option system with the System and setting
the total amount of monetary compensation claims paid as remuneration concerning restricted stock for
Eligible Directors, which will be not more than 100 million yen per annum separately from the existing
maximum amount of remuneration for Directors. With regard to when the monetary compensations claims arepaid and how they are distributed among each Eligible Director, the Company asks for an approval to allow
the Nominating and Compensation Committee to deliberate on and approve the matter and the Board of
Directors to make the decision while respecting what has been approved by the Nominating and Compensation
Committee.
Following the introduction of the System, the aforementioned stock compensation type stock option system
will be abolished, except for those already granted. Going forward, the Company will not issue new stockacquisition rights as stock compensation type stock options for Directors (excluding External Directors).
The Company currently has eight (8) Directors (of which three (3) are External Directors). If Proposal 2 isapproved as proposed, the Company will have seven (7) Directors (of which three (3) are External Directors).
1.

Allotment of Restricted Stock and Payment
In the System, the Company provides monetary compensation claims to Eligible Directors as remuneration
concerning Restricted Stock, within the scope of the annual limit described above. Eligible Directors pay all
the monetary compensation claims in the form of property contributed in kind and are allotted Restricted Stock.
The amount to be paid in per share of the Company’s common stock issued or disposed on in the System
will be based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day immediately preceding the date of resolution of the Board of Directors on the allotment of
Restricted Stock (if no transaction was made on that day, the closing price on the most recent transaction day),and will be decided by the Board of Directors within a range that does not offer a particularly advantageous
amount to the Eligible Directors receiving the Restricted Stock. The monetary compensation claims will be
provided on the condition that Eligible Directors have agreed to the above contribution in kind and enteredinto a restricted stock allotment agreement that contains the terms described in 3. below.
2. Total Number of Shares of Restricted Stock
The maximum number of shares of Restricted Stock allotted to Eligible Directors will be 200 thousand per
year. If a situation arises after the day of the adoption of this proposal in which the total number of shares ofRestricted Stock needs to be adjusted due to a share split, an allotment of stock without contribution, or a shareconsolidation of the Company’s common stock, the Company may reasonably adjust the said total number ofshares of Restricted Stock.
3. Details of Restricted Stock Allotment Agreement
The restricted stock allotment agreement between the Company and the Eligible Directors subject to theallotment of Restricted Shares shall contain the following terms.
(1)
Details of Transfer Restriction
During the period from the date of allotment of Restricted Stock to the retirement from the position of
Director or Executive Officer (including position equivalent to Executive Officer) (hereinafter referred toas the “Restricted Period”), Eligible Directors may not transfer to a third party, create a pledge or mortgage,
provide as an inter vivos gift, bequeath, or otherwise dispose of the common stock of the Company allotted
under the restricted stock allotment agreement (hereinafter referred to as the “Allotted Stock”).
(2)
Lifting of Transfer Restriction
On the condition that Eligible Directors who received the Allotted Stock have remained in the positions- 21 -

specified in (1) above throughout the period specified by the Board of Directors (hereinafter referred to as
the “Service Period”), the Company will lift the transfer restriction on all shares of the Allotted Stock upon
the expiration of the Restricted Period. However, if the date on which the transfer restriction should be
lifted is within three (3) months from the last day of the fiscal year in which the Allotted Stock was granted,
the Company will lift the transfer restriction after three (3) months have passed from the last day of thesaid fiscal year. If an Eligible Director retires from the position specified in (1) above before the expirationof the Service Period for a reason deemed justifiable by the Board of Directors, the Company will, as
necessary, reasonably adjust the timing of, as well as the number of shares of the Allotted Stock subject to,
the lifting of the transfer restriction.
(3)
Acquisition of Restricted Stock Without Consideration
The Company will automatically acquire the Allotted Stock without consideration at the expiration of
the Restricted Period specified in (1) above, unless the transfer restriction is lifted based on the provisions
on the grounds for lifting the transfer restriction specified in (2) above. If an Eligible Director retires fromthe position of Director or Executive Officer (including position equivalent to Executive Officer) withouta justifiable reason by the time the transfer restriction is lifted, or certain other grounds arise, the Company
will promptly acquire all shares of the Allotted Stock without consideration.
(4)
Treatment in the Event of Reorganization, etc.
If, during the Transfer Restriction Period, the General Meeting of Shareholders (the Board of Directors
if the matter does not require the General Meeting of Shareholders’ approval) approves a merger agreementin which the Company is the disappearing company, a share exchange agreement or share transfer plan inwhich the Company becomes a wholly owned subsidiary, or other matters concerning reorganization, etc.,
the Company will, by resolution of the Board of Directors, lift the transfer restriction on a reasonable
number of shares of the Allotted Stock prior to the effective date of the said reorganization, etc., in light of
the length of the period from the start date of the Service Period to the date of approval of the said
reorganization, etc. If there are any shares of the Allotted Stock still under the transfer restriction
immediately after the lifting, the Company will automatically acquire them without consideration.
Notwithstanding the above, if the effective date of the reorganization, etc. is within three (3) months
from the end of the fiscal year in which shares of the Allotted Stock was granted, the Company will not lift
the transfer restriction on such shares and will automatically acquire all such shares without consideration.
(5)
Other Matters
The Board of Directors will set forth other matters concerning the restricted stock allotment agreement.
4. Reasons for Which Allotment of Restricted Stock is Appropriate
Restricted Stock will be allotted to Eligible Directors to give them an incentive to sustainably enhance
corporate value, as well as to facilitate further value sharing between Directors and shareholders.
At the Board of Directors meeting held on June 24, 2022, the Company established the policy for deciding
the details of remuneration, etc. for each Director, an overview of which is found on page 41 of the Business
Report (available in Japanese only). If this proposal is approved, the Company will align the policy with theapproved contents and add provisions on the details, calculation method, timing of payment, and other mattersconcerning the stock compensation. The Company has judged that the allotment of Restricted Stock isappropriate because the amount calculated based on the market value as of the date of resolution by the Boardof Directors on the allotment of Restricted Stock will be within the maximum amount per annum approved by
the General Meeting of Shareholders, and the Restricted Stock will account for 0.19% of the shares issued (ifthe Company issues the maximum number of shares of the Restricted Stock every year for 10 years, 1.87% of
the shares issued), which indicates that the dilution effect will be minor.
(Reference)
If this proposal is approved at this General Meeting of Shareholders, the Company plans to allot Restricted
Stock to Executive Officers (including those equivalent to Executive Officers) as well, under the same schemeas the System.

- 22 -

Proposal 6:

Revision of the Amount of Remuneration for External Directors and Audit and Supervisory
Board Members

The amount (maximum amount) of remuneration for Directors, which is not more than 350,000 thousand
yen per annum (including not more than 30,000 thousand yen per annum for External Directors), was approvedat the 114th Annual General Meeting of Shareholders held on June 26, 2015 and has remained so to date. The
amount of remuneration for Audit and Supervisory Board Members, which is not more than 65,000 thousand
yen per annum, was approved at the 111th Annual General Meeting of Shareholders held on June 28, 2012 andhas remained so to date.
In today’s corporate governance, External Directors and Audit and Supervisory Board Members playincreasingly important roles. In light of trends in officer compensation, changes in the economic climate, andother factors, the Company intends to secure talented human resources and prepare for future changes in thecomposition of officers. Accordingly, the Company proposes to revise the amount of remuneration for
Directors to not more than 350,000 thousand yen per annum (including not more than 50,000 thousand yen
per annum for External Directors) and the amount of remuneration for Audit and Supervisory Board Members
to not more than 80,000 thousand yen per annum.
The overview of the policy for deciding remuneration for External Directors is found on page 41 andonward of the Business Report (available in Japanese only) and it is considered appropriate as a policy for
deciding remuneration even after this proposal is approved. Therefore, the Company does not plan to change
the policy.
The Company currently has eight (8) Directors (of which three (3) are External Directors). If Proposal 2 isapproved as proposed, the Company will have seven (7) Directors (of which three (3) are External Directors).
In addition, the Company currently has five (5) Audit and Supervisory Board Members (of which two (2) are
External Audit and Supervisory Board Members). If Proposal 3 is approved as proposed, the Company will
have four (4) Audit and Supervisory Board Members (of which two (2) are External Audit and Supervisory
Board Members).

- 23 -