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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.

(Stock Exchange Code 6135)
May 29, 2024
(Start date of measures for electronic provision: May 28, 2024)
To Shareholders with Voting Rights:
Shotaro Miyazaki
President
Makino Milling Machine Co., Ltd.

3-19 Nakane 2-chome, Meguro-ku, TokyoNOTICE OF
THE 85th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 85th Annual General Meeting of Shareholders of Makino Milling Machine Co.,
Ltd. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company is taking measures to provide
information electronically. Matters subject to electronic provision are posted on the following websites.
• The Company’s website: https://ir.makino.co.jp/en/library/shareholder/
In addition to the above, matters subject to electronic provision are also posted on the following website.
• Tokyo Stock Exchange, Inc. website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the Tokyo Stock Exchange, Inc. website above, enter and search for the Company either byentering “Makino Milling Machine” in the “Issue name (company name)” or the Company’s stock exchange
code (6135) in the “Code”, and then select “Basic information,” followed by “Documents for public
inspection/PR information” in order to review the matters subject to electronic provision in “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” followed by “Filed
information available for public inspection.”
You can exercise your voting rights in writing or via electromagnetic means (the Internet, etc.). Please
review the attached Reference Documents for the General Meeting of Shareholders, and exercise your voting
rights no later than 5:00 p.m. on June 19, 2024, Japan time.

-1-1. Date and Time:Thursday, June 20, 2024 at 10:00 a.m. Japan time (door will open at 9:00 a.m.)

2. Place:

3F, Application Technology Center of the Company located at10-4 Nakane 2-chome, Meguro-ku, Tokyo, Japan
3. Agenda of the General Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
85th Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 85th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of 8 Directors
Proposal 2:
Election of 2 Audit & Supervisory Board Members
Proposal 3:
4. Matters to be determined by convocation
1. If there is no indication of a vote of approval or disapproval for each proposal, this will be treated as anindication of approval.
2. If voting rights are exercised both in writing (by mail) and via the Internet, the voting rights exercised
via the Internet shall be treated as valid.
3. If voting rights are exercised multiple times via the Internet, the last vote exercised shall be treated asvalid.
4. If you would like to exercise your voting rights through a proxy, pursuant to provisions of the Articles
of Incorporation, it is possible to assign one other shareholder with voting rights as your proxy.
However, it is necessary to submit a document to prove the authority of representation.
(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
(Notice) Should the matters subject to electronic provision require revisions, details of the revisions will be
posted on each of the designated websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company’s basic policy for profit distribution is to endeavor to make returns to shareholders throughthe continuous and stable payment of dividends.
Based on the above policy, taking into consideration factors including the profit performance andbusiness environment surrounding the Company in the current fiscal year, the year-end dividend for thecurrent fiscal year shall be as follows.
(1) Type and total amount of dividend property allotted to shareholders
Cash
Total amount: 1,897,407,840 yen(2) Matters regarding allotment of dividend property to shareholders
80 yen per common share of the Company(3) Effective date of dividends of surplus
June 21, 2024
The annual dividend for the current fiscal year will be 150 yen per share including the interim dividend of 70
yen per share.

-3-

Proposal 2:

Election of 8 Directors

The terms of office of all 8 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 8 Directors is proposed.
The candidates are as follows:
No.

Name

1

Shotaro Miyazaki

2

Toshiyuki Nagano

3

Tatsuaki Aiba

4

Haruyuki Shiraishi

5

Naofumi Masuda

6

Kodo Yamazaki

7

Kazuo Takahashi

8

Ayako Takai

Current positions and responsibilities at the Company
President and Representative Director(Age: 62)
(Male)

Executive Vice President, Representative Director
Executive Manager of Corporate Service Division
Office Manager of Trade Security Control Office
Executive Vice President, Representative Director
Executive Manager of Production Division(Age: 66)
(Male)(Age: 67)
(Male)(Age: 64)
(Male)(Age: 70)
(Male)(Age: 69)
(Male)(Age: 64)
(Male)(Age: 51)
(Female)[Independent][External]

Director, Executive Manager of R&D Division
Office Manager of Design/Production Data Utilization
Promotion OfficeDirector[Independent][External]

Director[Independent][External]

Director[New
appointment][Independent][External]

-4-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1986
January 1999

1

Shotaro Miyazaki(January 27, 1962)2

Toshiyuki Nagano(April 5, 1958)

Number ofshares of theCompany held

Joined the Company
Director of Heidenreich&Harbeck WerkzeugmaschinenfabrikGmbH
June 2000
Representative Director of Makino Formenbautechnologie
GmbH
March 2011
General Manager of Asia Sales Department, Sales Division of
8,638
the Company
September 2016 General Manager of Overseas Sales Department, Sales Division
September 2021 Executive Officer; Deputy Executive Manager of Sales Division;
General Manager of Sales & Application of MAKINO EuropeGmbH
President and Representative Director (to present)
June 2022[Reasons for nomination as candidate for Director]
Mr. Shotaro Miyazaki has served as responsible personnel in Overseas Sales Division of theCompany, primarily Asia and Europe, and has extensive experience and insight regarding theinternational machine tools business. After being appointed as Representative Director of a European
subsidiary in June 2000, and President and Representative Director of the Company in June 2022, hehas demonstrated his leadership. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.
May 2004
Joined the Company
June 2006
Director of Makino J. Co., Ltd.
November 2008 General Manager of Finance Department of the Company
June 2009
Director; General Manager of Finance Department; Office
Manager of Energy Control Office
April 2011
Director; Executive Manager of Corporate Service Division;
Office Manager of Trade Security Control Office; Office
Manager of Energy Control Office
June 2014
Vice President, Director; Executive Manager of Corporate
Service Division; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2016
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Trade Security
8,255
Control Office; Office Manager of Energy Control Office
April 2017
Executive Vice President, Director; Executive Manager ofCorporate Service Division; Office Manager of Corporate
Planning Office; Office Manager of Trade Security Control
Office; Office Manager of Energy Control Office
June 2021
Executive Vice President, Representative Director; Executive
Manager of Corporate Service Division; Office Manager ofEnergy Control Office; Office Manager of Trade Security
Control Office, Risk Management Promotion Division
October 2022
Executive Vice President, Representative Director; Executive
Manager of Corporate Service Division; Office Manager ofTrade Security Control Office (to present)[Reasons for nomination as candidate for Director]
Mr. Toshiyuki Nagano has served as responsible personnel in control divisions, centered on finance,and has extensive experience and insight primarily regarding control area. After being appointed as
Director in June 2009, Vice President and Director in June 2014, Executive Vice President andDirector in June 2016, and Representative Director in June 2021, he has been leading the growth of
the Group, utilizing his expertise. Therefore, we deemed that he is qualified to be a Director of theCompany who is in charge of management of the entire Group, and propose his reelection as a
Director.

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1980
November 2002
December 2004

3

4

Number ofshares of theCompany held

Joined the Company
General Manager of Fuji Katsuyama Production Department
General Manager of Fuji Katsuyama Production Department;
General Manager of Procurement Department
June 2005
Director; Executive Manager of Production Division
October 2012
Director; Executive Manager of Production Division; Executive
Manager of Fuji Katsuyama Works
9,455
June 2014
Vice President, Director; Executive Manager of Production
Division; Executive Manager of Fuji Katsuyama Works
June
2020
Vice President, Director
Tatsuaki Aiba
Vice President, Director Executive Manager of
September
2021(May 3, 1957)
Quality/Procurement Division
Executive Vice President, Representative Director; Executive
June 2022
Manager of Production Division (to present)[Reasons for nomination as candidate for Director]
Mr. Tatsuaki Aiba has served as responsible personnel in production and procurement divisions, andhas extensive experience and insight primarily regarding production area. After being appointed as
Director in June 2005, Vice President and Director in June 2014, and Representative Director in June
2022, he has been leading the growth of the Group, utilizing his expertise. Therefore, we deemed that
he is qualified to be a Director of the Company who is in charge of management of the entire Group,and propose his reelection as a Director.
April 1985
Joined the Company
January 2008
Deputy Executive Manager of Development Division
February 2013
Deputy Executive Manager of Production Division
January 2016
Director of MAKINO ASIA PTE LTD
Executive Officer; Executive Manager of Production Division;
June 2020
4,654
Executive Manager of Fuji Katsuyama Works of the Company
Director; Executive Manager of R&D Division
June 2022
Director; Executive Manager of R&D Division; OfficeFebruary 2023
Haruyuki Shiraishi
Manager of Design/Production Data Utilization Promotion(November 3, 1959)
Office (to present)[Reasons for nomination as candidate for Director]
Mr. Haruyuki Shiraishi has served as responsible personnel in development and production divisions,and has extensive experience and insight primarily regarding development and production areas. Afterbeing appointed as Director of the administrative subsidiary of Asian region in January 2016, andDirector of the Company in June 2022, he has been leading the growth of the Group, utilizing his
expertise. Therefore, we deemed that he is qualified to be a Director of the Company who is in chargeof management of the entire Group, and propose his reelection as a Director.

-6-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
June 2008[Independent][External]

5

6

Naofumi Masuda(August 22, 1953)

June 2010
June 2014
June 2017
June 2018
June 2019
June 2020

Managing Officer of TOYOTA MOTOR CORPORATION(Kinuura Plant General Manger, Myochi Plant General
Manager)
Senior Managing Director of ADVICS CO., LTD.
Executive Vice President of ADVICS CO., LTD.
Advisor & Chief Engineer of ADVICS CO., LTD.
Executive Advisor of ADVICS CO., LTD.
External Director & Member of the Audit & Supervisory
Committee of YASUNAGA CORPORATION (to present)
Director of the Company (to present)

Number ofshares of theCompany held

400

[Significant concurrent positions]
Attendance at theExternal Director & Member of the Audit & Supervisory Committee ofBoard of Directors
YASUNAGA CORPORATION
meetings:[Reasons for nomination as candidate for External Director and expected roles]
14 out of 14 meetings
Mr. Naofumi Masuda has served as an executive at business companies, and has extensive experienceand insight regarding corporate management and the production technology. In addition, since theappointment as Director of the Company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function.
Therefore, we deemed that he is qualified to be a Director of the Company, and propose his reelection
as an External Director, expecting him to continue to fulfill such roles.
April 1989
Assistant Professor of Takayama Junior College
April 1994
Professor of Takayama Junior College
April 2001
Professor of Faculty of Law, Kumamoto University
June 2003
Managing Director of Japan Tax Jurisprudence Association
April 2007
Dean of Faculty of Law, Kumamoto University
April 2015
Trustee and Deputy President of Kumamoto University
600
April 2020
Professor of Graduate School, Kumamoto Gakuen University (to[Independent]
present)[External]
June 2020
Director of the Company (to present)
Kodo Yamazaki(March 11, 1955) [Significant concurrent positions]
Professor of Graduate School, Kumamoto Gakuen University
Attendance at the[Reasons for nomination as candidate for External Director and expected roles]
Board of Directors Mr. Kodo Yamazaki has served as Dean of Faculty of Law, Kumamoto University, and has extensive
meetings:
experience and insight regarding law. He also has experience on managing an organization from
14 out of 14 meetings leading position from his past service as Trustee and Deputy President of Kumamoto University andManaging Director of Japan Tax Jurisprudence Association. Although he has not been directly
involved in the management of a company, he has utilized his expertise and appropriately fulfilled hisroles by providing advice on management and contributing to strengthening of supervisory function
since the appointment as Director of the Company. Therefore, we deemed that he is qualified to be a
Director of the Company, and propose his reelection as an External Director, expecting him tocontinue to fulfill such roles.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 2007
January 2010
April 2010
April 2012
April 2013
April 2015
April 2017
June 2017[Independent][External]

7

Kazuo Takahashi(January 8, 1960)
Attendance at theBoard of Directors
meetings:
9 out of 10 meetings

June 2020
April 2022
June 2023
June 2023
September 2023

Executive Officer of Daiwa Securities SMBC Co. Ltd.
Executive Officer of Daiwa Securities Capital Markets Co. Ltd.
Executive Managing Director of Daiwa Securities CapitalMarkets Co. Ltd.
Executive Managing Director, Member of the Board of Daiwa
Securities Co. Ltd.
Senior Executive Managing Director, Member of the Board of
Daiwa Securities Co. Ltd.
Senior Executive Managing Director, Member of the Board,
Head of Corporate Institution of Daiwa Securities Co. Ltd.
Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities
Co. Ltd.
Director, Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities Co.
Ltd.
Deputy President of Daiwa Securities Group Inc.
Deputy President, Member of the Board of Daiwa Securities Co.
Ltd.
Adviser of Daiwa Securities Co. Ltd.
Director of the Company (to present)
Outside Board Member (Audit and Supervisory Committee
Member) of Paramount Bed Holdings Co., Ltd. (to present)
Outside Director of Ai Holdings Corporation (to present)

Number ofshares of theCompany held

100

[Significant concurrent positions]
Outside Board Member (Audit and Supervisory Committee Member) of ParamountBed Holdings Co., Ltd.
Outside Director of Ai Holdings Corporation[Reasons for nomination as candidate for External Director and expected roles]
Mr. Kazuo Takahashi has served as an executive of Daiwa Securities Group Inc. and its subsidiaries,
and has extensive experience and insight regarding corporate management and the financial market.
In addition, since the appointment as Director of the Company, he has utilized his expertise andappropriately fulfilled his roles by providing his advice on management and contributing tostrengthening supervisory function. Therefore, we deemed that he is qualified to be a Director of theCompany, and propose his reelection as an External Director, expecting him to continue to fulfill suchroles.
Daiwa Securities Co. Ltd., where he has served in the past, is one of several brokerage lead managersof the Company. As the amount of remuneration, etc. received by the said company throughtransactions with the Company, including the amount of remuneration, etc. regarding underwriting
work of the Company’s bonds, was a small amount of around 0.5 million yen over the past three
years, we deemed that there is no risk of a conflict of interest with general shareholders, and he isqualified to fulfill the role of External Director, with whom shareholders entrust responsibility froman independent standpoint.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions
April 1999

8

[New appointment][Independent][External]
Ayako Takai(July 23, 1972)

Number ofshares of theCompany held

Joined Sanwa Research Institute Corporation (currently
Mitsubishi UFJ Research and Consulting Co., Ltd.)
April 2009
Associate Professor of Department of Management, School ofManagement, Tokyo University of Science
April 2016
Associate Professor of Division of International Social Sciences,
Faculty of International Social Sciences, YOKOHAMA National
University
April 2019
Professor of Division of International Social Sciences, Faculty ofInternational Social Sciences, Professor of Department of
Business Administration, Graduate School of International
Social Sciences, and Professor of Specialization in Management,
Department of Business Administration, College of Business
Administration, YOKOHAMA National University (to present)
October 2019
Public Interest Committee Member of Labor Council in
Kanagawa Area (to present)
April 2021
Professor of Interfaculty Graduate School of Innovative andPractical Studies, YOKOHAMA National University (to0present)
July 2022
Councilor of Asahi Mutual Life Insurance Company (to present)
April 2023
Public Interest Committee Member of Minimum Wages Council
in Kanagawa Area (to present)
October 2023
Councilor of the Academic Association for Organizational
Science, Specified Nonprofit Corporation (to present)[Significant concurrent positions]
Professor of Division of International Social Sciences, Faculty of International
Social Sciences, Professor of Department of Business Administration, Graduate
School of International Social Sciences, Professor of Specialization in Management,
Department of Business Administration, College of Business Administration, andProfessor of Interfaculty Graduate School of Innovative and Practical Studies,
YOKOHAMA National University
Councilor of Asahi Mutual Life Insurance Company
Public Interest Committee Member of Labor Council in Kanagawa Area
Public Interest Committee Member of Minimum Wages Council in Kanagawa Area
[Reasons for nomination as candidate for External Director and expected roles]
Ms. Ayako Takai has served as Professor of YOKOHAMA National University after engaging inmanagement consulting business, and has extensive experience and insight regarding management
strategy, etc. Although she has not been directly involved in the management of a company, we
deemed that she is qualified to be a Director of the Company who will utilize her expertise andappropriately fulfill her roles by providing her advice on management and contributing tostrengthening supervisory functions. Therefore, we propose her election as an External Director.

(Notes)1. There are no special interests between any of the candidates for Director and the Company.
2. Matters regarding the candidates for External Directors are as follows.
(1) Messrs. Naofumi Masuda, Kodo Yamazaki, Kazuo Takahashi, and Ms. Ayako Takai are candidates for External
Directors as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint
each of the candidates as Independent Directors.
(2) As of the conclusion of this General Meeting of Shareholders, Messrs. Naofumi Masuda and Kodo Yamazaki will
have served as External Director of the Company for four years.
(3) As of the conclusion of this General Meeting of Shareholders, Mr. Kazuo Takahashi will have served as External
Director of the Company for one year.
3. If Messrs. Naofumi Masuda, Kodo Yamazaki, Kazuo Takahashi, and Ms. Ayako Takai are elected, the Company plans
to conclude or continue an agreement with them to limit their liability pursuant to Article 423, Paragraph 1 of theCompanies Act, to the minimum amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. All of the candidates for Director will be
designated as the insured under such contract. The Company plans to renew the contract with the same contents at thetime of the next renewal.
5. The name of Ms. Ayako Takai on the family register is Ms. Ayako Konno.

-9-Proposal 3:

Election of 2 Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Jinei Yamaguchi and Jiro Nakashima will
expire at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of 2
Audit & Supervisory Board Members is proposed.
This proposal has gained the consent of the Audit & Supervisory Board.
The candidates are as follows:
No.

Name
(Date of birth)

Past experience, positions,and significant concurrent positions
April 1984
April 2006

1

[Independent][External]
Jinei Yamaguchi(August 18, 1960)

Number ofshares of theCompany held

Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
Deputy Branch Manager of Singapore Branch, The Mitsubishi
Bank, Ltd.
July 2009
General Manager of International Business Department, The
Mitsubishi Bank, Ltd.
July 2011
Branch Manager of London Branch, The Mitsubishi Bank, Ltd.
July 2013
Seconded to Chiyoda Corporation
Acting General Manager of Planning Administration Division
April 2014
Transferred to Chiyoda Corporation
April 2014
Executive and Acting General Manager of Planning
900
Administration Division, Chiyoda Corporation
April 2015
Executive Officer and Acting General Manager of ProjectProcurement & Logistics Division, Chiyoda Corporation
April 2018
Executive Officer and Acting General Manager of Corporate
Planning Division, Chiyoda Corporation
July 2019
Executive Officer and Assistant General Manager of Finance &Accounting Division, Chiyoda Corporation
June 2020
Full-time Audit & Supervisory Board Member of the Company(to present)[Reasons for nomination as candidate for External Audit & Supervisory Board Member]
Mr. Jinei Yamaguchi has served as General Manager of International Business Department andBranch Manager at overseas branch offices, as well as serving as Executive Officer of Chiyoda
Corporation, and has extensive experience and insight regarding financial market and international
business. Therefore, we deemed that he is qualified to be an Audit & Supervisory Board Member of
the Company, and propose his reelection as an External Audit & Supervisory Board Member.
MUFG Bank, Ltd., which he has served in the past, is one of several banks that have financialtransaction with the Company. As he has retired from the Bank in March 2014, we deemed that there
is no risk of a conflict of interest with general shareholders, and he is qualified to fulfill the role ofExternal Audit & Supervisory Board Member, with whom shareholders entrust responsibility, froman independent standpoint.

- 10 -

No.

Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1998
May 2002
August 2002

2

[New appointment][Independent][External]
Naoko Takatsuka(June 25, 1963)

Number ofshares of theCompany held

Registered as a Certified Public Accountant
Registered as a Certified Public Tax Accountant
Joined Arai and Takatsuka Tax Accountant Corporation(currently Takatsuka and Mogi Tax Accountant Corporation)
June 2011
Auditor of Collabos Corporation
February 2013
Representative Partner of Arai and Takatsuka Tax Accountant
Corporation (currently Takatsuka and Mogi Tax Accountant
Corporation) (to present)
April 2015
Auditor of Signarex Co., Ltd. (to present)0
December 2018 Auditor of Palma Co., Ltd. (to present)
September 2020 Auditor of Machine Tool Engineering Foundation (to present)
March 2022
Auditor of ORTHOREBIRTH Co., Ltd. (to present)[Significant concurrent positions]Representative Partner of Takatsuka and Mogi Tax Accountant Corporation
Auditor of Signarex Co., Ltd.
Auditor of Palma Co., Ltd.
Auditor of Machine Tool Engineering Foundation
Auditor of ORTHOREBIRTH Co., Ltd.
[Reasons for nomination as candidate for External Audit & Supervisory Board Member]
Although Ms. Naoko Takatsuka has not directly been involved in the management of a company, we
deemed that she is qualified to be an Audit & Supervisory Board Member of the Company in view ofher extensive knowledge and experience of accounting as a Certified Public Accountant and a
Certified Public Tax Accountant, and propose her election as an External Audit & Supervisory Board
Member.

(Notes)1. There are no special interests between each candidate and the Company.
2. Matters regarding the candidates for External Audit & Supervisory Board Members are as follows:(1) Mr. Jinei Yamaguchi and Ms. Naoko Takatsuka are candidates for External Audit & Supervisory Board Members
as stipulated in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. The
Company has submitted independent director notification forms to Tokyo Stock Exchange, Inc. to appoint bothcandidates as Independent Directors.
(2) As of the conclusion of this General Meeting of Shareholders, Mr. Jinei Yamaguchi will have served as External
Audit & Supervisory Board Member of the Company for four years.
3. If Mr. Jinei Yamaguchi and Ms. Naoko Takatsuka are elected, the Company plans to continue or enter into anagreement with them to limit their liability pursuant to Article 423, Paragraph 1 of the Companies Act, to the minimum
amount of liability stipulated in Article 425, Paragraph 1 of the same Act.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company, which
will cover damages that the insured may be held liable for as a result of assuming responsibilities for the execution of
their duties or receiving claims related to the pursuit of such responsibilities. Mr. Jinei Yamaguchi and Ms. Naoko
Takatsuka will be designated as the insured under such contract. The Company plans to renew the contract with thesame contents at the time of the next renewal.

- 11 -

For reference: Skills matrix for Board of Directors and Audit and Supervisory Board (if approved as
proposed)
Organ

Board ofDirectors

Audit andSupervisory
Board

Name

Management

Internationality

ShotaroMiyazaki〇〇Toshiyuki
Nagano〇〇Tatsuaki
Aiba〇

Haruyuki
Shiraishi〇

NaofumiMasuda〇Kodo
Yamazaki〇

Kazuo
Takahashi

〇

Ayako
Takai

〇

Akio
Komura〇Jinei
Yamaguchi〇

Naoko
Takatsuka〇

R&D /Production

Sales /
Marketing

Finance /Accounting

〇

〇
〇

〇
〇

Legal /
Risk
Management

〇

〇

〇
〇

〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

END

- 12 -