This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event ofany discrepancy between this translation and the Japanese original, the original shall prevail.

Securities identification code: 7236

June 6, 2022

To our shareholders:Tomio Miyazaki

President & COO

T.RAD Co., Ltd.
3-25-3 Yoyogi, Shibuya-ku, Tokyo 151-0053, JapanNOTICE OF THE 120TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to notify you of the 120th Ordinary General Meeting of Shareholders of T.RAD Co., Ltd. (the“Company”), which will be held as described below.
We would appreciate if instead of attending the meeting in person, you exercise your voting rights in writing(by postal mail) or electronically (over the Internet) after reviewing the attached Reference Documents for
the General Meeting of Shareholders.
[If you are exercising your voting rights in writing]
Indicate your approval or disapproval of the proposals on the enclosed Voting Right Exercise Form andreturn it by postal mail to reach us no later than 5:30 p.m., Monday, June 27, 2022 (Japan Standard Time).
[If you are exercising your voting rights over the Internet]
Access the Company’s designated website for exercising voting rights (https://www.web54.net) and follow
the on-screen instructions to enter your approval or disapproval of the proposal no later than 5:30 p.m.,
Monday, June 27, 2022 (Japan Standard Time).
Please refer to “Information on exercising your voting rights over the Internet” on page 4 when exercising
your voting rights over the Internet.
Meeting Details
1. Date and time:
2. Venue:

Tuesday, June 28, 2022 at 10:00 a.m. (Japan Standard Time)
3F Conference Room, Aioi Nissay Dowa Sonpo Shinjuku Bldg.
3-25-3 Yoyogi, Shibuya-ku, Tokyo

3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 120th Term (from April 1, 2021
to March 31, 2022), as well as the results of audit of the Consolidated Financial Statements by
the Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 120th Term (from April 1, 2021 to March 31,
2022)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Amendments to the Articles of Incorporation
Proposal 3:
Election of six (6) Directors
4. Information on exercising voting rights
Refer to “Information on exercising voting rights” on page 5.

1

5. Matters disclosed on the Internet
Of the documents to be provided with this Notice of the General Meeting of Shareholders, the mattersbelow have been posted on the Company’s website in accordance with the laws and regulations as wellas the provisions of Article 19 of the Articles of Incorporation and are not included in the attacheddocuments in this Notice. Accordingly, the attached documents in this Notice are a part of the documents
audited by the Audit & Supervisory Board Members or Accounting Auditor when preparing their audit
reports.
1. Consolidated Statement of Changes in Equity of the Consolidated Financial Statements
2. Notes to Consolidated Financial Statements of the Consolidated Financial Statements
3. Statement of Changes in Equity of the Non-Consolidated Financial Statements
4. Notes to Non-Consolidated Financial Statements of the Non-Consolidated Financial Statements- If you are attending the meeting, please submit the enclosed Voting Right Exercise Form at the reception
desk. We also ask that you bring this Notice of the General Meeting of Shareholders as a material forthe proceeding of the meeting.
- If you are considering attending the meeting in person, we ask that you carefully judge whether it iscorrect to do so from the points of view of health and safety after checking the infection status of thenovel coronavirus disease (COVID-19). Please note that no gift will be provided to the shareholders who
attend the General Meeting of Shareholders.
- If corrections are made to the Reference Documents for the General Meeting of Shareholders, theBusiness Report, the Non-Consolidated Financial Statements or the Consolidated Financial Statements,
the corrected information shall be posted on the Company’s website.

2

Information on exercising voting rights
Voting rights may be exercised with one of the following three (3) methods.
If you attend the meeting
If you are attending the meeting, please submit the enclosed Voting Right Exercise
Form at the reception desk.
Date and time:
10:00 a.m., Tuesday, June 28, 2022 (Japan Standard Time)If you are exercising your voting rights in writing
If you are exercising your voting rights in writing, please indicate your approval ordisapproval of the proposal on the enclosed Voting Right Exercise Form and returnit by postal mail with no stamp affixed.
Deadline for exercising voting rights:
5:30 p.m., Monday, June 27, 2022 (Japan Standard Time; deadline for the
reception of the form)
If you are exercising your voting rights over the Internet
From a PC or smartphone, please access the website for exercising voting rights(https://www.web54.net), enter the Voting Right Exercise Code and password
written on the enclosed Voting Right Exercise Form and follow the on-screen
instructions to enter your approval or disapproval of the proposal.
Deadline for exercising voting rights:
5:30 p.m., Monday, June 27, 2022 (Japan Standard Time; deadline for entry
completion)(i) To prevent unauthorized access (“spoofing”) from individuals other than the shareholder
and falsification of the content of the exercised voting rights, note that the shareholders
using this method will be asked to change their passwords on the website for exercising
voting rights.
(ii) A new Voting Right Exercise Code and password will be provided each time we issue a
notice of the General Meeting of Shareholders.
(iii) You will be liable for any fees incurred to access the website for exercising voting rights(such as Internet connection fees and telephone fees).

**

If you exercise your voting rights multiple times over the Internet, the last time that you haveexercised your voting rights will be treated as valid.
If you exercise your voting rights multiple times with different methods, such as in writing (bypostal mail) and over the Internet, the details with which you exercised your voting rights overthe Internet will be treated as valid.

3

Information on exercising your voting rights over the Internet
To exercise your voting rights over the Internet, use a PC or smartphone to access the website forexercising voting rights that is specified by the Company. Then, follow the on-screen instructions toexercise your voting rights.
Website for exercising voting rights
https://www.web54.net
You can also connect to the website for exercising voting rights by reading the 2D code shown in theJapanese original document with a smartphone equipped with a barcode reading function. For details on
how to operate this function, see the instruction manual of your smartphone.
Deadline for exercising voting rights: 5:30 p.m., Monday, June 27, 2022 (Japan Standard Time;deadline for entry completion)
Access the website for exercising
voting rights.

• Click “Next”.

Enter the password written on the Voting
Right Exercise Form.

Enter the Voting Right Exercise Code written
on the Voting Right Exercise Form.

• Enter the Voting Right Exercise Code.
• Click “Sign in”.

• Enter the initial password.
• Set a new password that you will actually use.
• Click “Register”.

*The operation screens shown here are for reference purposes only.

Next, follow the on-screen instructions to enter your approval or disapproval.
Inquiries regarding exercising your voting rights over the Internet
Sumitomo Mitsui Trust Bank, Limited securities agent web support dedicated phone number
Toll-free number: +81 (0)120-652-031 (hours of operation: 9:00 a.m. to 9:00 p.m.)4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Material

Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows:
Matters related to year-end dividends
The Company proposes the year-end dividends as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥120 per common stock of the Company Total amount of dividends: ¥784,187,040(3) Effective date of distribution of dividends of surplus
June 29, 2022
Reference
Trends in cash

■Interim ■Year-end

117th period(Yen)

118th period

5119th period

120th period(Planned)

Proposal 2:

Amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company’s Articles of Incorporation will be amended as follows:(1) Under the drastically changing environment surrounding the Company, the business purpose
stipulated in Article 2 of the current Articles of Incorporation will be revised.
(2) Prior to the commencement of the system for providing informational materials for thegeneral meeting of shareholders, etc. in electronic format under the revised Companies Act
to be enforced on September 1, 2022, we will add provisions to Article 19 of the Articles ofIncorporation to the effect that the Company will take measures for providing informationin electronic format and will partially omit documents to be delivered to shareholders who
have requested the delivery of paper-based documents, and the current provision for internet
disclosure and deemed provision of reference documents for the general meeting ofshareholders, etc. will be deleted.
(3) With the aim of strengthening the group-wide management base, we will revise the selectionof the CEO and COO as stipulated in Article 26 of the current Articles of Incorporation, as
well as other accompanying provisions.
2. Details of the amendments
Details of the amendments are as follows:(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation
Article 1

Article 1(Omitted)(Unchanged)(Purpose)(Purpose)
Article 2
Article 2
The purpose of the Company shall be to conduct the
The purpose of the Company shall be to conduct thefollowing businesses.
following businesses.
1. Manufacturing and sale of various heat exchangers, 1. Research and development as well as manufacturing
including those for automobiles, construction andand sale of heat exchanger products used in mobility
industrial machinery, and air-conditioning
equipment such as automobiles, and construction
equipment
and industrial machinery, generators, air
2. Manufacturing and sale of automotive and otherconditioning equipment, etc.
mechanical parts
2. Research and development as well as manufacturing
3. Research and development as well as manufacturing
and sale of environment-related equipment
3. Provision of solutions utilizing thermal energy
and sale of environment-related equipment
4. All other businesses related or incidental to theconversion technology and IT
preceding items
4. All other businesses related or incidental to thepreceding items
Article 3 through Article 13(Omitted)

Article 3 through Article 13(Unchanged)6Current Articles of Incorporation(Convener)
Article 14
1. The General Meeting of Shareholders shall be
convened by the President (COO) based on a
resolution of the Board of Directors, except asotherwise provided by laws and regulations.
2. In the absence or disability of the President (COO),
another Director shall take charge of the role in theorder determined in advance by the Board of
Directors.

Proposed Amendments(Convener)
Article 14
1. The General Meeting of Shareholders shall be
convened by the President based on a resolution of
the Board of Directors, except as otherwise provided
by laws and regulations.
2. In the absence or disability of the President, another
Director shall take charge of the role in the order
determined in advance by the Board of Directors.

(Chairperson)
Article 15
1. The Chairperson of the General Meeting of
Shareholders shall be the President (COO).
2. In the absence or disability of the President (COO),
another Director shall take charge of the role in theorder determined in advance by the Board of
Directors.

(Chairperson)
Article 15
1. The Chairperson of the General Meeting of
Shareholders shall be the President.
2. In the absence or disability of the President, another
Director shall take charge of the role in the order
determined in advance by the Board of Directors.

Article 16 through Article 18(Omitted)

Article 16 through Article 18(Unchanged)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,
Etc.)
Article 19(Deleted)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, business report,
financial statements and consolidated financial
statements through the internet in accordance with theprovisions prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided thisinformation to shareholders.
(Newly established)(Measures for providing reference documents for thegeneral meeting of shareholders, etc. in electronic
format)Article 19
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders,etc. in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany shall not be required to include all orsome of those items designated by the Ministry ofJustice Order from statements in the paper-based
documents to be delivered to shareholders whorequested the delivery of paper-based documents.

7

Current Articles of Incorporation
Article 20 through Article 22(Omitted)

Proposed Amendments
Article 20 through Article 22(Unchanged)(Convener and Chairperson of Board of Directors(Convener and Chairperson of Board of Directors
Meetings)
Meetings)
Article 23
Article 23
1. Board of Directors Meetings shall be convened and 1. Board of Directors Meetings shall be convened andchaired by the President, except as otherwise
chaired by the President (COO), except as otherwise
provided by laws and regulations.
provided by laws and regulations.
2. In the absence or disability of the President (COO), 2. In the absence or disability of the President, another
Director shall take charge of the role in the orderanother Director shall take charge of the role in thedetermined in advance by the Board of Directors.
order determined in advance by the Board of
Directors.
Article 24 through Article 25(Omitted)

Article 24 through Article 25(Unchanged)(Representative Director, Directors with Titles andAdvisors)
Article 26
1. The Board of Directors may, by its resolution, selectone (1) Chairman (CEO) and one (1) President(COO), and may also appoint several Vice
Presidents, Senior Managing Directors, andManaging Directors.
2. The President (COO) shall be the Representative
Director and, if necessary, other Directors may be
selected as Representative Director by a resolutionof the Board of Directors.
The Representative Director represents theCompany and executes the business of the Company
in accordance with resolutions of the Board of
Directors.
3. The Board of Directors may, by its resolution,
appoint several Director and Advisors as well as
Advisors.
(Newly established)(Representative Director, Directors with Titles andAdvisors)
Article 26
1. The Board of Directors may, by its resolution, selectone (1) President, and may also appoint one (1)Chairman and several Vice Presidents, Senior
Managing Directors, and Managing Directors.
2. The President shall be the Representative Director
and, if necessary, other Directors may be selected as
Representative Director by a resolution of the Boardof Directors.
The Representative Director represents theCompany and executes the business of the Company
in accordance with resolutions of the Board of
Directors.
3. The Board of Directors may, by its resolution,
appoint several Director and Advisors as well as
Advisors.

Article 27 through Article 43(Omitted)

Article 27 through Article 43(Unchanged)

4. The Board of Directors may select one (1) CEO(Chief Executive Officer) and one (1) COO (Chief
Operating Officer) as the Directors who shall be
responsible for overseeing business execution.

8

Current Articles of Incorporation(Newly established)(Newly established)

Proposed Amendments(Supplementary Provisions)
Article 1
1. The deletion of the provision of Article 19 in the
pre-amended Articles of Incorporation and theestablishment of provisions of Article 19 in theamended Articles of Incorporation shall be effectivefrom the date of enforcement provided for in theproviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act(Act No. 70 of 2019) (hereinafter referred to as the“Date of Enforcement”).
2. This provision shall apply from the Date of
Enforcement. This provision shall remain in effectuntil the later of the date when six months haveelapsed from the Date of Enforcement or the datewhen three months have elapsed from the date of thelast General Meeting of Shareholders to be held
within six months from the Date of Enforcement.
When the Company convenes a general meetingof shareholders, if it discloses information that is
to be stated or presented in the reference
documents for the general meeting ofshareholders, business report, financial statements
and consolidated financial statements through theinternet in accordance with the provisions
prescribed by the Ministry of Justice Order, it may
be deemed that the Company has provided thisinformation to shareholders.
3. This Article shall be deleted as of the later of thedates specified in the preceding paragraph.

9

Proposal 3:

Election of six (6) Directors

The terms of office of all eight (8) Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the Company proposes the election of the following six (6) Directors.
The candidates for Directors are as follows:
No.

Name

Current positions and assignments at the Company

1

Hiromi Kano

Chairman & CEO[Reelection]

2

Tomio Miyazaki

President & COO[Reelection]

3

Yoshitaka Momose

Senior Managing Director, Supervising Technical
Division and North America business[Reelection]

4

Norio Kanai

Managing Director, Supervising Accounting and
Financial Affairs, and Business Planning &Administration[Reelection]

5

Yoshisada Takahashi

Outside Director[Reelection][Outside Director][Independent officer]

6

Ryuichi Murata

Outside Director[Reelection][Outside Director][Independent officer]

10

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1970

Joined Toyo Radiator Co., Ltd. (currently the Company)

Jun. 2000

Director of the Company
President of CoPAR Inc. (currently T.RAD North
America, Inc.) and General Manager of North America
Sales Department of the Company[Number of the Company’s
shares owned]
41,559 shares

Jun. 2002

Managing Director of the Company, in charge ofbusiness operations in America / Europe

Apr. 2008

President and Representative Director of the Company[Number of years in office
as a Director of theCompany]
22 yearsJun. 2018

Chairman & CEO of the Company (present position)

Hiromi Kano
(October 24, 1945)

1[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection][Significant concurrent positions outside the Company][Reason for nomination as a candidate for Director]
Possessing extensive experience overseas and a wide range ofexperience centered on the area of sales, Hiromi Kano has been in chargeof group-wide management, providing strong leadership as President
and Representative Director beginning in April 2008 and serving as
Chairman & CEO since June 2018. He has been selected as a candidate
for Director because we believe he is suited to continue his role inmanagement as the Company seeks to achieve the targets of the 12th
management plan. The Company plans for him to serve in the role of
Director and Advisor under the new system following his reelection.

11

No.

Name (Date of birth)

Tomio Miyazaki(September 16, 1977)[Number of the Company’s
shares owned]
13,682 shares

2[Number of years in office
as a Director of theCompany]
8 years[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection]

Brief history, positions and assignments at the Company
Apr. 2002

Joined Honda Motor Co., Ltd.

Aug. 2002

Joined Wako Fundamental Technology Research Centerof Honda R&D Co., Ltd.

Oct. 2009

Joined Jinya Co., Ltd.

Oct. 2009

Representative Director of Jinya Co., Ltd.

Apr. 2012

Founded Jinya Connect Co., Ltd.

Apr. 2012

Representative Director of Jinya Connect Co., Ltd.

Jun. 2014

Outside Director of the Company

Jun. 2017

Director in charge of Business Planning Department of
the Company

Jun. 2018

President & COO of the Company (present position)[Significant concurrent positions outside the Company]
President and CEO of T.RAD CONNECT Co., Ltd.
[Reason for nomination as a candidate for Director]
From June 2014, Tomio Miyazaki has actively provided opinions andadvice as Outside Director on the basis of his extensive experience anddeep knowledge of corporate management. Since June 2018, he has been
responsible for execution of business as President & COO of theCompany and has been in charge of group-wide management, providing
strong leadership. He has been selected as a candidate for Director
because we believe he is suited to continue his role in management as
the Company seeks to achieve the targets of the 12th management plan.
The Company plans for him to serve in the role of President, CEO &COO of the company under the new system following his reelection.

12

No.

Name (Date of birth)

Brief history, positions and assignments at the Company
Apr. 1981

Joined Toyo Radiator Co., Ltd. (currently theCompany)

Oct. 2001

General Manager of Nagoya Works Plant Control
Dept. of the Company

Jul. 2002

General Manager of Hatano Works Plant Control
Dept. of the Company

Nov. 2003

General Manager of Hatano Works Production Dept.
and Plant Control Dept. of the Company

Jun. 2006

Executive Officer of the Company
President of T.RAD Czech s.r.oJul. 2008

Managing Executive Officer of the Company

Jun. 2009Managing Director of the Company

Apr. 2017[Number of years in office
as a Director of theCompany]
13 years

Supervising North America business, and in chargeof Sales, Technical and Quality Division of theCompany

Jun. 2018

Senior Managing Director of the Company (present
position)Mar. 2022[Number of attendances at
the Board of Directors
Meetings]
13/13

Supervising Technical Division and North America
business of the Company (present position)[Significant concurrent positions outside the Company]-

Yoshitaka Momose(December 7, 1957)[Number of the Company’s
shares owned]
19,650 shares

3[Reelection][Reason for nomination as a candidate for Director]
Possessing extensive overseas experience and a wide range ofexperience centered on the areas of production and sales, and being
familiar with global operations, Yoshitaka Momose has exercised strong
leadership. From 2022, he is responsible for supervising the Technical
Division and North America business. He has been selected as a
candidate for Director because we believe he is suited for a role inmanagement as the Company seeks to achieve the targets of the 12th
management plan. The Company plans for him to continue to take on
his responsibilities of supervising the Technical Division and North
America business as Senior Managing Director under the new systemfollowing his reelection.

13

No.

Name (Date of birth)

Norio Kanai(June 25, 1959)[Number of the Company’s
shares owned]
12,733 shares

4[Number of years in office
as a Director of theCompany]
2 years[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection]

Brief history, positions and assignments at the Company
Apr. 1982

Joined The Dai-Ichi Kangyo Bank, Limited

Jul. 2008

General Manager of Structured Products Departmentof Mizuho Trust & Banking Co., Ltd.

Jul. 2010

Joined the Company as General Manager of
Accounting and Financial Affairs Dept.

Apr. 2012

Executive Officer of the Company

Jun. 2018

Managing Executive Officer of the Company

Jan. 2020

Supervising Accounting and Financial Affairs,
Business Planning, and General Affairs of theCompany

Jun. 2020

Managing Director of the Company (present
position)Jan. 2021

Supervising Accounting and Financial Affairs, andBusiness Planning & Administration of the Company(present position)[Significant concurrent positions outside the Company][Reason for nomination as a candidate for Director]
Since joining the Company, Norio Kanai has been in charge of theentirety of the Company’s accounting and financial affairs. He has
exercised strong leadership in management on the basis of,
predominantly, his financial analysis. From fiscal 2022, he is using his
extensive experience and deep insight to supervise business planning &administration. He has been selected as a candidate for Director because
we believe he is suited for a role in management as the Company seeks
to achieve the targets of the 12th management plan. The Company plansfor him to continue his responsibilities in supervising Accounting and
Financial Affairs, and Business Planning & Administration as Managing
Director under the new system following his reelection.

14

No.

Name (Date of birth)

Yoshisada Takahashi

Brief history and positions at the Company
Apr. 1978

Joined Komatsu Ltd.

Jun. 1995

Plant Manager of Komatsu Brasil International Ltda.

Apr. 2006

Executive Officer and Plant Manager of Awazu Plant
of Komatsu Ltd.

Apr. 2008

Executive Officer and Plant Manager of Osaka Plant
of Komatsu Ltd.

Apr. 2012

Senior Executive Officer, President of Production
Division, Supervising Environment of Komatsu Ltd.

Apr. 2016

Senior Executive Officer, Chief Information &Innovation Officer, President of Information Strategy
Division, Supervising Production and Industrial
Machinery Business of Komatsu Ltd.

Apr. 2017

Executive Vice President, Chief Information& Innovation Officer, President of Information
Strategy Division, Supervising Industrial Machinery
Business of Komatsu Ltd.

Apr. 2019

Advisor to President of Komatsu Ltd.

(December 8, 1955)[Number of the Company’s
shares owned]
0 shares5[Number of years in office asa Director of the Company]
3 years

Jun. 2019
Outside Director of the Company (present position)[Number of attendances at theJul. 2019
Consultant of Komatsu Ltd. (present position)
Board of Directors
Sep. 2019
Consultant of Ishikawa Prefecture (present position)
Meetings]
13/13[Significant concurrent positions outside the Company]
Consultant of Komatsu Ltd.
[Reelection]
Consultant of Ishikawa Prefecture (in charge of industry promotion)[Outside Director][Reason for nomination as a candidate for Outside Director and[Independent officer]
expected roles]
Yoshisada Takahashi has been selected as a candidate for Outside
Director for his abundant knowledge of corporate management. We
believe that he would give us opinions and suggestions for the overallmanagement environment surrounding the Company in particular byleveraging his knowledge. If he is elected, he will serve as a memberof the Nomination and Remuneration Committee and will be involved
in selecting candidates for Directors, Officers, and Audit &Supervisory Board Members of the Company and deciding theirremuneration, etc., from an objective and neutral standpoint.

15

No.

Name (Date of birth)

Ryuichi Murata

Brief history and positions at the Company
Mar. 1971

Joined The Mitsubishi Bank, Limited

Jan. 2006

Member of the Board of Directors, Senior Managing
Executive Officer of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.

May 2006

Deputy President of The Bank of Tokyo-Mitsubishi
UFJ, Ltd.

Jun. 2009

Director, Deputy President of Mitsubishi UFJ Lease& Finance Company Limited (currently Mitsubishi
HC Capital Inc.)

Jun. 2010

Representative Director, President & CEO of
Mitsubishi UFJ Lease & Finance Company Limited(currently Mitsubishi HC Capital Inc.)

Jun. 2012

Representative Director, Chairman of Mitsubishi UFJ
Lease & Finance Company Limited (currently
Mitsubishi HC Capital Inc.)(April 12, 1948)[Number of the Company’s
shares owned]
0 shares6Jun. 2017[Number of years in office
as a Director of theCompany]
1 yearExternal Director of Kintetsu Group Holdings Co.,
Ltd. (present position)

Jun. 2018

Outside Director of Eisai Co., Ltd. (present position)

Jul. 2018[Number of attendances at
the Board of Directors
Meetings]
9/10

Senior Advisor to Mitsubishi UFJ Lease & Finance
Company Limited (currently Mitsubishi HC CapitalInc.) (present position)

Jun. 2021

Outside Director of the Company (present position)[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
External Director of Kintetsu Group Holdings Co., Ltd. (scheduled toretire on June 17, 2022)
Outside Director of Eisai Co., Ltd. (scheduled to retire on June 17,2022)
Senior Advisor to Mitsubishi HC Capital Inc.
[Reason for nomination as a candidate for Outside Director andexpected roles]
Ryuichi Murata has been selected as a candidate for Outside Director
for his abundant knowledge of corporate management across different
industries. We believe that he will supervise the overall management of
the Company by leveraging his knowledge. If he is elected, he will serve
as a member of the Nomination and Remuneration Committee and will
be involved in selecting candidates for Directors, Officers, and Audit &Supervisory Board Members of the Company and deciding theirremuneration, etc., from an objective and neutral standpoint.

16

Notes:1. There is no special interest between the candidates and the Company.
2. The number of the Company’s shares owned includes shares of stock in Officer’s
Shareholding Association.
3. Yoshisada Takahashi and Ryuichi Murata are candidates for Outside Director.
4. Yoshisada Takahashi and Ryuichi Murata are currently Outside Directors of the Company,
and their terms of office as Outside Directors will be three (3) years for Yoshisada Takahashi
and one (1) year for Ryuichi Murata at the conclusion of this Ordinary General Meeting of
Shareholders.
5. The Company has reported Yoshisada Takahashi and Ryuichi Murata to the Tokyo Stock
Exchange as independent officers as defined by the Exchange, and if their reelection isapproved, they will continue to serve as independent officers.
6. Yoshisada Takahashi was involved in business execution for Komatsu Ltd., a specified
associated service provider (an important counterparty) of the Company, within the past ten(10) years. Note that his positions and assignments at that company during the past ten (10)years are as noted in the above “Brief history and positions at the Company.”
7. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into
agreements with Yoshisada Takahashi and Ryuichi Murata to limit their liability for damages
under Article 423, paragraph 1 of the same Act. Their maximum amount of the liability fordamages under these agreements is the amount stipulated by laws and regulations. If thereelection of Yoshisada Takahashi and Ryuichi Murata is approved, the Company intends tocontinue the agreements with them.
8. The Company has entered into a directors and officers liability insurance policy as stipulated
in Article 430-3, paragraph 1 of the Companies Act with an insurance company. The policy
covers the litigation expenses incurred in third-party litigation, shareholder derivative suits,
and corporate litigation for the insureds including the Directors of the Company, and theamount of indemnification arising out of such event (However, the coverage excludes actions
taken with full knowledge of their illegality.). The entire premium for this policy is paid by
the Company. If the candidate is elected as Director, the Director is included as an insured
under the policy. The Company plans to renew the insurance policy with the same terms at
the next renewal.

17

Reference
If Proposal 3 is approved and adopted in its original form, the composition of officers and skills ofeach officer will be as listed below.
Corporate
Management
Hiromi Kano
Tomio Miyazaki
Yoshitaka Momose
Director
Norio Kanai
Yoshisada Takahashi
Ryuichi Murata
Audit & Kimiaki Nakano
Supervisory Yasutaka Oba
Board
Member Mikio Endo

Finance &Accounting/Internal
Control〇〇Engineering/R&D

Production/
Plant
Engineering

IT/DX

〇
〇
〇

〇
〇

〇
〇
〇
〇

GlobalBusiness/
Sales

〇
〇
〇
〇

〇

18

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[Reasons for Adopting Items in Skills Matrix]
Skill Items

Reasons for Adoption

Corporate Management

While the entire industry is being transformed, in order to make appropriate
management decisions and to embody the T.RAD Management Philosophy, weneed members of the Board of Directors with management experience and trackrecords, the skills to formulate sustainable growth strategies, as well as experienceand skills in other industries.

Finance &Accounting/Internal
Control

In order to maximize corporate value through the efficient management of theCompany’s capital, we need members of the Board of Directors with the skills andknowledge for conducting accurate financial reporting, building a strong financialbase, and formulating financial and capital strategies that enable growthinvestments and shareholder returns for sustainably raising corporate value, as
well as internal control skills to establish an appropriate governance system.

Engineering/R&D

As the world moves significantly toward carbon neutrality, it is necessary tocontinue to create and provide value-added products that respond to the rapidly
advancing electrification of automobiles, as well as to further improve theperformance of existing products. For this purpose, we need members of the Boardof Directors who are skilled in advanced technologies, and have track records inpromoting various innovations as well as the skills and experience to proactively
address issues in the global environment field from a management perspective.

Production/Plant
Engineering

In order for the Company to continuously provide products which is safe andsecure as well as high-performance and high-quality, it is essential to improve andpromote safe and highly efficient production facilities and manufacturing
technology capabilities that incorporate advanced technologies. Therefore, weneed members of the Board of Directors with high skills and experience in theareas of manufacturing and production engineering.

IT/DX

With the speed of digitalization accelerating at customers and competitors, inorder for the Company to ensure a higher level of competitiveness, it is essential topromote business reform and DX through the use of IT and to improve
productivity through the use of IoT and AI. In order to do so, we need members of
the Board of Directors with track records in promoting various innovations andwith skills and knowledge in the field of digital technology.

Global Business/Sales

Amidst a rapidly changing global economic environment, in order to further
solidify our global structure, which is our growth area, and to maximize results,
we need members of the Board of Directors with extensive skills and experiencein business management, business environment, lifestyle, and sales strategies
overseas.

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