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 14, 2021

To our shareholders:Tomio Miyazaki

President & COO

T.RAD Co., Ltd.
3-25-3 Yoyogi, Shibuya-ku, Tokyo 151-0053, JapanNOTICE OF THE 119TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to notify you of the 119th 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 Formand return it by postal mail to reach us no later than 5:30 p.m., Monday, June 28, 2021 (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) andfollow the on-screen instructions to enter your approval or disapproval of the proposal no later than
5:30 p.m., Monday, June 28, 2021 (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 29, 2021 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 119th Term (from April 1, 2020
to March 31, 2021), 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 119th Term (from April 1, 2020 to March 31,
2021)
Items to be resolved:
Proposal 1:
Election of eight (8) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3:
Election of Accounting Auditor
4. Information on exercising voting rights
Refer to “Information on exercising voting rights” on page 3.

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 29, 2021 (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 28, 2021 (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 28, 2021 (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 28, 2021 (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 Codewritten 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:

Election of eight (8) 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 eight (8) 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 and Quality Division[Reelection]

4

Kiyoshi Suzuki

Managing Director,
Supervising Production[Reelection]

5

Norio Kanai

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

6

Hiroshi Shimizu

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

7

Yoshisada Takahashi

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

8

Ryuichi Murata[New election][Outside Director][Independent officer]

5

No.

Name (Date of birth)

Hiromi Kano

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

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

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

Jun. 2002

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

Apr. 2008

President and Representative Director of the Company

Jun. 2018

Chairman & CEO of the Company (present position)(October 24, 1945)[Number of the Company’s
shares owned]
36,646 shares
1[Number of years in office
as a Director of theCompany]
21 years[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
charge of group-wide management, providing strong leadership as
President and Representative Director beginning in April 2008 andserving as Chairman & CEO since June 2018. He has been selected asa 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 11th management plan.

6

No.

Name (Date of birth)

Tomio Miyazaki(September 16, 1977)

2

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

Joined Honda Motor Co., Ltd.

Aug. 2002

Joined Wako Fundamental Technology ResearchCenter of 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.

[Number of the Company’s
shares owned]
241,594 shares

Jun. 2014

Outside Director of the Company

Jun. 2017

Director in charge of Business Planning Department of
the Company[Number of years in office
as a Director of theCompany]
7 years

Jun. 2018

President & COO of the Company (present position)[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection][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 experienceand deep knowledge of corporate management. Since June 2018, hehas been responsible for execution of business as President & COO of
the Company 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 inmanagement as the Company seeks to achieve the targets of the 11th
management plan.

7

No.

Name (Date of birth)

Yoshitaka Momose

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

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

Jun. 2018

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

Supervising Technical and Quality Division of theCompany (present position)(December 7, 1957)[Number of the Company’s
shares owned]
17,066 shares
3[Number of years in office
as a Director of theCompany]
12 years[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 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. Since 2021, he has been responsible for supervising
the Technical and Quality Division. 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 11th
management plan.

8

No.

Name (Date of birth)

Kiyoshi Suzuki(February 25, 1959)[Number of the Company’s
shares owned]
8,059 shares

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

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

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

Apr. 2003

General Manager of Hatano Works Production Dept.
of the Company

Sep. 2004

General Manager of Tata Toyo Radiator Ltd.

Sep. 2007

General Manager of T.RAD North America, Inc.

Apr. 2010

General Manager of Hatano Works Production Dept.
of the Company

Apr. 2011

General Manager of Nagoya Works Production
Dept. of the Company

Jul. 2012

Plant Manager of Hatano Works of the Company

Apr. 2017

Executive Officer of the Company

Jun. 2018

Managing Director of the Company (present
position)

Apr. 2019

In charge of Production, Purchasing and Production
Engineering, General Manager of Production
Purchasing Dept., and Plant Manager of Production
Engineering Center of the Company

Jan. 2021

Supervising Production of the Company (present
position)[Significant concurrent positions outside the Company][Reason for nomination as a candidate for Director]
Kiyoshi Suzuki possesses a wide range of experience centered on theareas of production and production engineering and is familiar withplant management as well, having served as plant manager. Since
2021, he has been supervising the production with his strong
leadership. 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 11th management plan.

9

No.

Name (Date of birth)

Norio Kanai(June 25, 1959)[Number of the Company’s
shares owned]
10,476 shares

5[Number of years in office
as a Director of theCompany]
1 year[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(present position)

Jan. 2020

Supervising Accounting and Financial Affairs,
Business Planning, and General Affairs of theCompany (present position)

Jun. 2020

Managing Director 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. Since fiscal 2020 he has used
his extensive experience and deep insight to supervise businessplanning. He has been selected as a candidate for Director because webelieve he is suited for a role in management as the Company seeks toachieve the targets of the 11th management plan.

10

No.

Name (Date of birth)

Hiroshi Shimizu

Brief history and positions at the Company
Jun. 1976

Joined National Institute for Environmental Studies

Apr. 1997

Professor of Keio University

Apr. 2013

Emeritus Professor of Keio University (present
position)

Sep. 2013

President of e-Gle Co., Ltd. (present position)

Jun. 2017

Outside Director of the Company (present position)(September 11, 1947)[Number of the Company’s
shares owned]
0 shares6[Number of years in office
as a Director of theCompany]
4 years[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Emeritus Professor of Keio University
President of e-Gle Co., Ltd.
[Reason for nomination as a candidate for Outside Director andexpected roles]
Hiroshi Shimizu has been selected as a candidate for Outside Director
for his superior expertise as a professor with a doctorate inEngineering and his extensive experience in corporate management.
We believe that he will give us technical opinions and suggestions forour products in particular, from an expert’s perspective by leveraging
his expertise and experience. If he is elected, he will serve as amember 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.

11

No.

Name (Date of birth)

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 andIndustrial Machinery Business of Komatsu Ltd.

[Number of the Company’s
shares owned]
0 shares

Apr. 2017

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

[Number of years in office asa Director of the Company]
2 years

Apr. 2019

Advisor to President of Komatsu Ltd.

Jun. 2019

Outside Director of the Company (present position)

Jul. 2019

Consultant of Komatsu Ltd. (present position)

Sep. 2019

Consultant of Ishikawa Prefecture (present position)

Yoshisada Takahashi(December 8, 1955)

7[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection][Outside Director][Independent officer][Significant concurrent positions outside the Company]
Consultant of Komatsu Ltd.
Consultant of Ishikawa Prefecture (in charge of industry promotion)[Reason for nomination as a candidate for Outside Director andexpected 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 theoverall management environment surrounding the Company inparticular by leveraging his knowledge. If he is elected, he willserve 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 anddeciding their remuneration, etc., from an objective and neutral
standpoint.

12

No.

Name (Date of birth)

Ryuichi Murata(April 12, 1948)[Number of the Company’s
shares owned]
0 shares8[Number of years in office
as a Director of theCompany]
0 years[Number of attendances at
the Board of Directors
Meetings]--/-[New election][Outside Director][Independent officer]

Brief history
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.)

Jun. 2016

Outside Audit & Supervisory Board Member of
NORITAKE CO., LIMITED (present position)

Jun. 2017

External Director of Kintetsu Group Holdings Co.,
Ltd. (present position)

Jun. 2018

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

Jul. 2018

Senior Advisor to Mitsubishi UFJ Lease & Finance
Company Limited (currently Mitsubishi HC CapitalInc.) (present position)[Significant concurrent positions outside the Company]
External Director of Kintetsu Group Holdings Co., Ltd.
Outside Director of Eisai Co., Ltd.
Senior Advisor to Mitsubishi HC Capital Inc.
Outside Audit & Supervisory Board Member of NORITAKE CO.,LIMITED (scheduled to retire on June 25, 2021)[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 managementof the Company by leveraging his knowledge. If he is elected, he willserve 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 anddeciding their remuneration, etc., from an objective and neutral
standpoint.

13

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. Hiroshi Shimizu, Yoshisada Takahashi, and Ryuichi Murata are candidates for Outside
Director.
4. Hiroshi Shimizu and Yoshisada Takahashi are currently Outside Directors of the Company,
and their terms of office as Outside Directors will be four (4) years for Hiroshi Shimizu andtwo (2) years for Yoshisada Takahashi at the conclusion of this Ordinary General Meeting of
Shareholders.
5. The Company has reported Hiroshi Shimizu and Yoshisada Takahashi 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. Also, if Ryuichi Murata iselected as Outside Director, the Company intends to report him to the Tokyo Stock Exchange
as an independent officer as defined by the Exchange.
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 Hiroshi Shimizu and Yoshisada Takahashi 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 Hiroshi Shimizu and Yoshisada Takahashi is approved, the Company intends tocontinue the agreements with them. If the election of Ryuichi Murata is approved, theCompany plans to enter into the same agreement to limit his liability.
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.

14

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

The current Audit & Supervisory Board Member, Masafumi Katsuta, will resign at the conclusion ofthis General Meeting of Shareholders. Accordingly, the Company proposes the election of one (1)Audit & Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
Name (Date of birth)

Brief history

Mikio Endo

Sep. 1978

Joined Toyama Co., Ltd.

(October 28, 1957)

Sep. 1998

Chief Executive Officer of Toyama Co., Ltd.

[Number of the Company’s
shares owned]
0 shares

May 2006

Representative Director, Chairperson of ToyamaCo., Ltd.

Oct. 2008

Mayor of Zama City, Kanagawa Prefecture[Number of years in office
as an Audit & Supervisory
Board Member of theCompany]
0 years

Jan. 2021

Senior Advisor to Kikko Corporation (present
position)[Number of attendances at
the Audit & Supervisory
Board Meetings]--/--[Reason for nomination as a candidate for Outside Audit &Supervisory Board Member]
Mikio Endo has been selected as a candidate for Outside Audit &Supervisory Board Member for his abundant experience and broad
knowledge gained as corporate owner and mayor over many years.
We believe that he will audit the Company as Outside Audit &Supervisory Board Member by leveraging his experience andknowledge.

[New election][Outside Audit &Supervisory Board
Member][Independent officer][Significant concurrent positions outside the Company]
Senior Advisor to Kikko Corporation

Notes:
1. There is no special interest between the candidate and the Company.
2. Mikio Endo is a candidate for Outside Audit & Supervisory Board Member.
3. Mikio Endo fulfills the requirements for independent directors as defined by the Tokyo Stock
Exchange. If his election is approved, the Company intends to report him as an independent
officer.
4. If the election of Mikio Endo is approved, the Company plans to enter into an agreement withhim, pursuant to Article 427, paragraph 1 of the Companies Act, to limit his liability fordamages under Article 423, paragraph 1 of the same Act. The maximum amount of theliability for damages under this agreement is the amount stipulated by laws and regulations.
5. 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 expenses incurred in third-party litigation, shareholder derivative suits, andcorporate litigation for the insureds including the Audit & Supervisory Board Members of
the Company, and the amount of indemnification arising out of such event (However, thecoverage excludes actions taken with full knowledge of their illegality.). The entire premiumfor this policy is paid by the Company. If the candidate is elected as Audit & Supervisory
Board Member, the member is included as an insured under the policy. The Company plansto renew the insurance policy with the same terms at the next renewal.

15

Reference
If Proposal 1 and Proposal 2 are approved and adopted in their original form, the officers will be
structured as listed below.
Finance &Corporate
IT/DX/
Production/
Accounting/ Engineering
ManageInformation
Plant
Internal/R&D
ment
Engineering Strategy
Control
Hiromi Kano
Tomio Miyazaki

○
○

○
○

Kiyoshi Suzuki

Hiroshi Shimizu
Yoshisada Takahashi
Ryuichi Murata
Koichi Shimada
Audit &
Supervisory Kimiaki Nakano
Board
Yasutaka Oba
MemberMikio Endo

○
○
○

○
○
○

○

Norio Kanai

○
○
○

○
○

Academics(Experts)○

Yoshitaka Momose
Director

GlobalBusiness/
Sales

○
○
○
○
○
○

○

○
○

○

16

Proposal 3:

Election of Accounting Auditor

The term of our current Accounting Auditor, Ernst & Young ShinNihon LLC, will expire at theconclusion of the Ordinary General Meeting of Shareholders. Therefore, the Company proposes theelection of ARK LLC as our new Accounting Auditor. This proposal has been submitted based on thedecision made by the Audit & Supervisory Board.
1.

Reason for nominating ARK LLC as a candidate for Accounting Auditor

Ernst & Young ShinNihon LLC (including its predecessor) has been commissioned as our current
Accounting Auditor for many years since the Company’s listing on the Second Section of the Tokyo
Stock Exchange in 1960. Due to the fact that the same Accounting Auditor has been appointed formany years and that its audit fee is expected to increase, the Company has been looking into otheraudit corporations by comparing several other audit firms while considering the necessity of switching
to a new audit corporation. As a result, the Company has determined that ARK LLC possesses theexpertise, independence and quality control system required for our Accounting Auditor and that its
audit fee is reasonable and appropriate for the scale of the Company’s business.
2.

Candidate for Accounting Auditor

The candidate for Accounting Auditor is as follows:
Name
Address of main office
History

ProfileARK LLC
1-23-3 Nishi-Shinjuku, Shinjuku-ku, Tokyo, Japan
Apr. 1975

Kinki Daiichi Audit Corporation was established.
Hijiribashi Audit Corporation was established.

Aug. 1982

Meiji Audit Corporation was established.

Mar. 2004

ARK & Co. was established.

Jan. 2016

Meiji Audit Corporation and ARK & Co. merged
to form ARK Meiji Audit & Co.

Jul. 2016

ARK Meiji Audit & Co. merged with Hijiribashi
Audit Corporation.

Jul. 2019

ARK Meiji Audit & Co. changed the name to
ARK LLC.

Jul. 2020

ARK LLC merged with Kinki Daiichi Audit
Corporation.

Capital¥50 million (as of March 31, 2021)

Partners & Staff

Partners

6

Employees

31

17

CPAs

63

Assistant CPAs

29

Other professionals

10Administrative staff

18

Total

157