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 3, 2024

To our shareholders:Tomio Miyazaki
President & CEO & COO

T.RAD Co., Ltd.
3-25-3 Yoyogi, Shibuya-ku, Tokyo 151-0053, JapanNOTICE OF THE 122ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
This is to notify you of the 122nd Ordinary General Meeting of Shareholders of T.RAD Co., Ltd. (the“Company”), which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(items for which measures for providing information in electronic format are to be taken) in electronic
format, and posts this information as “Notice of the 122nd Ordinary General Meeting of Shareholders” on
the Company’s website. Please access the Company’s website by using the internet address shown below
to review the information.
The Company’s website:
https://www.trad.co.jp/databox/data.php/ir_doc_ja/code (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this informationfrom the latter website, access the TSE website (Listed Company Search) by using the internet address
shown below, enter “T.RAD” in the issue name (company name) field or “7236” in securities code field,
and click “Search,” and then click “Basic information” and select “Documents for public inspection/PR
information.” Under “Filed information available for public inspection,” click “Click here for access” under“[Notice of General Shareholders Meeting /Informational Materials for a General Shareholders Meeting].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
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, etc.) after reviewing the Reference Documents for the
General Meeting of Shareholders.
[If you are exercising your voting rights in writing (by postal mail)]
Indicate your approval or disapproval of the proposals on the Voting Right Exercise Form and return it bypostal mail to reach us no later than 5:30 p.m., Monday, June 24, 2024 (Japan Standard Time).
[If you are exercising your voting rights over the Internet, etc.]
Please refer to “Information on exercising your voting rights over the Internet, etc.” on page 4 when
exercising your voting rights over the Internet, etc., and enter your approval or disapproval of the proposals
no later than 5:30 p.m., Monday, June 24, 2024 (Japan Standard Time).

1

Meeting Details
1. Date and time:
2. Venue:

10:00 a.m., Tuesday, June 25, 2024 (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 122nd Term (from April 1, 2023
to March 31, 2024) 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 122nd Term (from April 1, 2023 to March 31,
2024)
Items to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors
Proposal 3:
Election of one (1) Audit & Supervisory Board Member
Proposal 4:
Establishment of a Plan for the Granting of Restricted Shares to Outside
Directors and Audit & Supervisory Board Members as Remuneration
4. Information on exercising voting rights
Refer to “Information on exercising voting rights” on page 3.
5. Items to be resolved upon the Convocation
For the General Meeting of Shareholders, regardless of whether or not there is a request for delivery of
documents, a document stating the matter of electronic provision measures will be sent uniformly. Notethat among the items subject to measures for electronic provision, in accordance with the provisions oflaws and regulations and the Company’s Articles of Incorporation, the following items are not provided
in the paper based documents delivered to shareholders who have made a request for delivery of such
documents.
The Audit & Supervisory Board Members and the Accounting Auditor have audited the documents
subject to audit, including the following items.
1. Systems to ensure that the execution of duties by Directors complies with laws and regulations
and the Articles of Incorporation, and other systems to ensure the properness of operations
2. Systems to ensure that the execution of duties by Directors complies with laws and regulations
and the Articles of Incorporation, and other systems to ensure the properness of operations Overview of operation status
3. Consolidated Statement of Changes in Equity of the Consolidated Financial Statements
4. Notes to Consolidated Financial Statements of the Consolidated Financial Statements
5. Non-consolidated Financial Statements of Changes in Equity of the Non-Consolidated Financial
Statements
6. Notes to Non-Consolidated Financial Statements of the Non-Consolidated Financial Statements- If you are attending the meeting, please submit the Voting Right Exercise Form at the reception desk.
- Please note that no gift will be provided to the shareholders who attend the General Meeting of
Shareholders.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions andthe details of the items before and after the revisions shall be posted on the Company’s website and theTSE 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 Voting Right Exercise Form at
the reception desk.
Date and time:
10:00 a.m., Tuesday, June 25, 2024 (Japan Standard Time)If you are exercising your voting rights over the Internet, etc.
Please exercise your voting rights according to “Information on exercising yourvoting rights over the Internet, etc.” on the following page.
If you have any questions concerning exercising your voting rights over theInternet, etc., please inquire via the Sumitomo Mitsui Trust Bank, Limited
securities agent web support shown on the following page.
Deadline for exercising voting rights:
5:30 p.m., Monday, June 24, 2024 (Japan Standard Time; deadline for entry
completion)*

You will be liable for any fees incurred to access the website for exercising voting rights(such as Internet, etc. connection fees and telephone fees).

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 Voting Right Exercise Form and return it bypostal mail with no stamp affixed.
Deadline for exercising voting rights:
5:30 p.m., Monday, June 24, 2024 (Japan Standard Time; deadline for the
reception of the form)***

If neither approval nor disapproval of each proposal is indicated on the voting form (post), theCompany will deem that you indicated your approval of the proposal.
If you exercise your voting rights multiple times over the Internet, etc., the last time that you
have exercised 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, etc., the details with which you exercised your voting rights
over the Internet, etc. will be treated as valid.

3

Information on exercising your voting rights over the Internet, etc.
“Smart voting”
by scanning a two-dimensional code

How to enter
your Voting Right Exercise Code and password

You can log into the voting website without
entering your Voting Right Exercise Code andpassword.

Website for exercising voting rights
https://www.web54.net (in Japanese)
1. Access the website for exercising voting rights.

1. Please scan the two-dimensional code shown on
the lower right of the Voting Right Exercise Form.

Click “Next”.

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

2. Next, follow the on-screen instructions to enter
your approval or disapproval.

Click “Sign in”.
3. Enter the password written on the Voting Right
Exercise Form.
Enter the password.
Set a new password
that you will
actually use.

You can only exercise your voting rights once
using “smart voting.”
If you wish to change your vote after exercising yourvoting rights, please access the PC website, enter the“Voting Right Exercise Code” and “Password”
indicated on the Voting Right Exercise Form, log in,and exercise your voting rights again.
* If you scan the two-dimensional code again, youwill be sent to the PC site.

If you have any questions concerning how to
operate your PC or smartphone when exercising
your voting rights over the Internet, pleasecontact:

Click “Register”.
4. Next, follow the on-screen instructions to enter
your approval or disapproval.
* The operation screens shown here are for reference
purposes only.

Sumitomo Mitsui Trust Bank, Limited securities
agent web support dedicated phone number
Telephone number: 0120-652-031(toll free only from Japan)(Hours of operation: 9:00 a.m. to 9:00 p.m.)

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

4

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Material
Proposal 1:

Appropriation of surplus

The Company implements shareholder returns while maintaining financial soundness and executing growthinvestments.
The Company has given consideration to matters including the business performance of the fiscal year andfuture business development, and it proposes to pay year-end dividends for the fiscal year as follows.
Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥100 per share of common stock of the Company
Total amount of dividends: ¥656,536,700(3) Effective date of distribution of dividends of surplus
June 26, 2024
Reference
Trends in cash dividend

118th term

(Yen)■Interim ■Year-end

119th term

120th term

5

121st term

122nd term
(Planned)

Proposal 2:

Election of five (5) Directors

Of the six (6) Directors elected at the previous Ordinary General Meeting of Shareholders, Yoshitaka
Momose resigned as of December 31, 2023, and the terms of office of all five (5) other Directors will expire
at the conclusion of this General Meeting of Shareholders.
In that regard, aiming to increase the number of Outside Directors to form a majority in order to build arobust governance structure, elect female and foreign directors and have the percentage of female directors
reach 20%, and secure both diversity of gender and internationality, etc. and a suitable size, the Company
proposes to reduce the number of Directors by one (1), and proposes the election of five (5) Directors.
The candidates for Directors are as follows:
No.

Name

Current positions and assignments at the Company

1

Tomio Miyazaki

President & CEO & COO[Reelection]

2

Tatsuya Kikuyama

Managing Executive Officer
Supervising Sales/Marketing and Technical
General Manager of Sales/Marketing Division,
General Manager of Technical Division[New election]

3

Yoshisada Takahashi

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

4

Ryuichi Murata

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

5

Jinning Tu

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

6

No.

Name (Date of birth)

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.
Representative Director and President

Apr. 2012

Established Jinya Connect Co., Ltd.
President & CEO

Tomio Miyazaki(September 16, 1977)(Male)

1Jun. 2014

Outside Director of the Company

Jun. 2017

Director in charge of Business Planning Department of
the Company

Apr. 2018

Established T.RAD CONNECT Co., Ltd.
Director[Number of the Company’s
shares owned]
Jun. 201825,158 sharesMar. 2019

President & COO of the Company[Number of years in office
as a Director of theCompany]
10 yearsJun. 2022

President & CEO & COO of the Company (present
position)

Nov. 2023

Director and Owner of Jinya Connect Co., Ltd. (present
position)[Number of attendances at
the Board of Directors
Meetings]
13/13[Reelection]

President and CEO of T.RAD CONNECT Co., Ltd.
(present position)[Significant concurrent positions outside the Company]
President and CEO of T.RAD CONNECT Co., Ltd.
Director and Owner of Jinya 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 continue to serve in the role of President& CEO (chief executive officer) & COO (chief operating officer) of theCompany under the new system following his reelection.

7

No.

Name (Date of birth)

Tatsuya Kikuyama(January 29, 1964)(Male)[Number of the Company’s
shares owned]
10,139 shares

2[Number of years in office
as a Director of theCompany]
0 years[Number of attendances at
the Board of Directors
Meetings]--/-[New election]

Brief history, positions and assignments at the Company
Apr. 1986

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

Apr. 2006

General Manager of Heat Exchanger Designing
Dept., Construction & Industrial Machine Group
Product Development Center of the Company

Apr. 2012

President of T.RAD North America, Inc.

Jan. 2015

Deputy General Manager of Sales/Marketing andTechnical Division (in charge of Technical) of theCompany

Jan. 2016

General Manager of Sales/Marketing and Technical
Division (in charge of Technical)[supervising Development] of the Company

Apr. 2018

Executive Officer
Deputy General Manager of Sales/Marketing andTechnical Division (in charge of Sales) of theCompany

Apr. 2020

Managing Executive Officer
Supervising Sales/Marketing
General Manager of Sales/Marketing Division of theCompany

Jan. 2024

Managing Executive Officer
Supervising Sales/Marketing and Technical
General Manager of Sales/Marketing Division,
General Manager of Technical Division of theCompany (present position)[Significant concurrent positions outside the Company][Reason for nomination as a candidate for Director]
Tatsuya Kikuyama has extensive experience in design, technology,
R&D, and sales, as well as overseas, and has demonstrated strong
leadership as Managing Executive Officer since 2020. He has been
selected as a candidate for Director because we believe he is suited fora role in management as the Company seeks to achieve the targets of the
12th management plan. If he is elected, he will supervise
sales/marketing and technical as Director and Managing Executive
Officer.

8

No.

Name (Date of birth)

Yoshisada Takahashi(December 8, 1955)(Male)[Number of the Company’s
shares owned]
0 shares3[Number of years in office asa Director of the Company]
5 years

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, Production Division of Komatsu Ltd.

Apr. 2008

Executive Officer and Plant Manager of Osaka Plant,
Production Division of Komatsu Ltd.

Apr. 2012Managing 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 Businessof Komatsu Ltd.

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 (in charge ofindustry promotion) (present position)

Jun. 2022
Outside Director of T-Gaia Corporation (present[Number of attendances at theposition)
Board of Directors Meetings][Significant concurrent positions outside the Company]
13/13
Consultant of Komatsu Ltd.
Consultant of Ishikawa Prefecture (in charge of industry promotion)[Reelection]
Outside Director of T-Gaia Corporation[Outside Director][Independent officer][Reason for nomination as a candidate for Outside Director andexpected roles]
Yoshisada Takahashi has abundant knowledge of corporate
management, and he provides opinions and suggestions for the overallmanagement environment surrounding the Company in particular byleveraging his knowledge. He has been selected as a candidate forreelection as Outside Director because we hope that he will continue
to provide advice concerning the corporate activities of the Company
and supervise general management matters. If he is reelected, 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.

9

No.

Name (Date of birth)

Ryuichi Murata(April 12, 1948)(Male)[Number of the Company’s
shares owned]
0 shares4[Number of years in office asa Director of the Company]
3 years

Brief history and positions at the Company
Apr. 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

Jun. 2017

Advisor of Mitsubishi UFJ Lease & Finance
Company Limited (currently Mitsubishi HC Capital
Inc.)

Jun. 2017

External Director of Kintetsu Group Holdings Co.,
Ltd.

[Number of attendances at the Jun. 2018
Board of Directors Meetings] Jul. 2018
12/13
[Reelection][Outside Director][Independent officer]

Jun. 2021

Outside Director of Eisai Co., Ltd.
Senior Advisor to Mitsubishi UFJ Lease & Finance
Company Limited (currently Mitsubishi HC CapitalInc.) (present position)
Outside Director of the Company (present position)[Significant concurrent positions outside the Company]
Senior Advisor to Mitsubishi HC Capital Inc.
[Reason for nomination as a candidate for Outside Director andexpected roles]
Ryuichi Murata has abundant knowledge of corporate management
across different industries, and he supervises the overall managementof the Company by leveraging his knowledge. He has been selected asa candidate for reelection as Outside Director because we hope that hewill continue supervise general management matters of the Company.
If he is elected, he will serve as a member of the Nomination andRemuneration Committee and will be involved in selecting candidates
for Directors, Officers, and Audit & Supervisory Board Members of
the Company and deciding their remuneration, etc., from an objective
and neutral standpoint.

10

No.

Name (Date of birth)

Jinning Tu(May 6, 1978)(Female)[Number of the Company’s
shares owned]
0 shares5[Number of years in office asa Director of the Company]
1 yearBrief history and positions at the Company
Oct. 2006

Joined Anderson Mori & Tomotsune

Jan. 2013

Joined Wintell & CO (Shanghai China)

Aug. 2013

Joined Anderson Mori & Tomotsune

Jan. 2018

Appointed as Senior Foreign Counsel for Partner
Treatment of Anderson Mori & Tomotsune

Jan. 2021

Appointed as Partner Anderson Mori & Tomotsune(present position)

Jun. 2023

Outside Director of the Company (present position)[Significant concurrent positions outside the Company]
Partner of Anderson Mori & Tomotsune[Reason for nomination as a candidate for Outside Director andexpected roles]
Although Jinning Tu has never in the past been directly involved in[Number of attendances at the the management of a company except as an outside officer, she has
Board of Directors Meetings] abundant experience, expert knowledge and high regulatorycompliance spirit as an attorney, and she supervises the overall
10/10
management of the Company by leveraging her knowledge. She has
been selected as a candidate for reelection as Outside Director because[Reelection]
we hope that she will continue supervise general management matters[Outside Director]of the Company. If she is elected, she will serve as a member of the[Independent officer]
Nomination and Remuneration Committee and will be involved inselecting candidates for Directors, Officers, and Audit & Supervisory
Board Members of the Company and deciding their remuneration, etc.,from an objective and neutral standpoint.

11

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, Ryuichi Murata and Jinning Tu are candidates for Outside Director.
4. Yoshisada Takahashi, Ryuichi Murata and Jinning Tu are currently Outside Directors of theCompany, and their terms of office as Outside Directors will be five (5) years for Yoshisada
Takahashi, three (3) years for Ryuichi Murata and one (1) year for Jinning Tu at the conclusion ofthis Ordinary General Meeting of Shareholders.
5. The Company has reported Yoshisada Takahashi, Ryuichi Murata and Jinning Tu 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 associatedservice provider (an important counterparty) of the Company, within the past ten (10) years. Notethat 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, Ryuichi Murata and Jinning Tu to limit their liability fordamages under Article 423, paragraph 1 of the same Act. Their maximum amount of the liability
for damages under these agreements is the amount stipulated by laws and regulations. If theirreelection is approved, the Company intends to continue 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, andcorporate litigation for the insureds including the Directors of the Company, and the amount of
indemnification arising out of such event (However, the coverage excludes actions taken with fullknowledge of their illegality.). The entire premium for this policy is paid by the Company. If thecandidate 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.

12Proposal 3:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit and Supervisory Board Member Yasutaka Oba will expire at the conclusionof this General Meeting of Shareholders. Accordingly, the Company proposes the election of one (1)Audit and Supervisory Board Member.
The Audit & Supervisory Board has given its consent to this proposal.
The candidates for Audit & Supervisory Board Member are as follows.
Name (Date of birth)

Yasutaka Oba(March 28, 1949)

Brief history and positions at the Company
Mar. 1976

Registered as a certified public accountant

Aug. 1976

Registered as a licensed tax accountant

Jul. 1981

Director of the Oba Office of Certified Public Accountants(present position)[Number of the Company’s
Sep. 1988
shares owned]
0 shares[Number of years in office
as an Audit & Supervisory
Board Member of theCompany]
16 years[Number of attendances at
the Audit & Supervisory
Board Meetings]
13/13[Reelection][Outside Director][Independent officer]

Jun. 2008

Representative Director of Oba Management Consultants
Co., Ltd. (present position)
Outside Audit and Supervisory Board Member of theCompany (present position)[Significant concurrent positions outside the Company]
Director of the Oba Office of Certified Public Accountants
Representative Director of Oba Management Consultants Co., Ltd.
[Reason for Nomination as a Candidate for Outside Audit and Supervisory
Board Member]
Since his election to the position of Outside Audit and Supervisory Board
Member of the Company in June 2008, Yasutaka Oba has satisfactorily fulfilled
his duties by providing opinions and advice as a certified public accountant at
Board of Directors Meetings and Audit & Supervisory Board Meetings on thebasis of his specialized knowledge and experiences in the fields of financial
affairs and accounting. He has been selected as a candidate for Audit andSupervisory Board Member because we have determined that he will continue
to fulfill his duties appropriately.

Notes:
1. There is no special interest between the candidate and the Company.
2. Yasutaka Oba is a candidate for Outside Audit and Supervisory Board Member.
3. Yasutaka Oba is currently an Outside Audit and Supervisory Board Member of the Company, andhis term of office as Outside Audit and Supervisory Board Member will be 16 years at theconclusion of this Ordinary General Meeting of Shareholders.
4. The Company has reported Yasutaka Oba to the Tokyo Stock Exchange as an independent officer
as defined by the Exchange, and if his reelection is approved, he will continue to serve as anindependent officer.
5. Pursuant to Article 427, paragraph 1 of the Companies Act, the Company has entered into anagreement with Yasutaka Oba to limit his liability for damages under Article 423, paragraph 1 ofthe same Act. His maximum amount of the liability for damages under these agreements is theamount stipulated by laws and regulations, and the Company intends to continue the agreementswith him if his reelection is approved.
6. 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, and corporate
litigation for the insureds including the Audit & Supervisory Board Members of the Company,
and the amount 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 paid13

by the Company. If Yasutaka Oba is reelected as Audit & Supervisory Board Member, he isincluded as an insured under the policy. The Company plans to renew the insurance policy withthe same terms at the next renewal.

14

Reference
Composition of Officers
If Proposal 2 is approved and adopted in its original form, the Company’s Board of Directors will becomposed of five Directors, of which three will be Outside Directors. The percentage of Directors who arefemale will be 20% (one out of five Directors) and the percentage of Directors who are foreign nationals
will be 20% (one out of five Directors).
In addition, in conjunction with business expansion, the Company has introduced an executive officer
system in order to separate the management supervision function from the business execution function.
After the conclusion of this General Meeting of Shareholders, the eight Executive Officers will be as
follows.
President & CEO & COO

Tomio Miyazaki

Director andManaging Executive Officer

Tatsuya Kikuyama Supervising Sales/Marketing and Technical
General Manager of Sales/Marketing Div., General Manager ofTechnical Div.

Managing Executive Officer

Yasushi Hotta

Supervising Business Planning & Administration and Human
Resources and General Affairs, and General Manager ofBusiness Planning & Administration Div.

Managing Executive Officer

Hirokazu Urano

Supervising Production and General Manager of Production
Div.

Managing Executive Officer

Satoshi Iwasaki

Supervising Purchasing and General Manager of Purchasing
Div.

Managing Executive Officer

Seiichi Furuya

Supervising Quality and General Manager of Quality
Assurance Dept.

Managing Executive Officer

Kaoru Kinoshita

Supervising Accounting and Financial and Cost Planning,and General Manager of Finance and Accounting Dept.

Executive Officer

Shu Zheng Yu

Supervising Chinese Business

Skills Matrix
If Proposal 2 and Proposal 3 are approved and adopted in their original form, the composition of officers
and skills of each officer will be as listed below.
Finance &Production/
Corporate
Account- EngineerPlant
Manageing/Internal ing/R&D Engineerment
Controling

Director

Tomio Miyazaki〇〇

Tatsuya Kikuyama〇〇

Yoshisada Takahashi〇

Ryuichi Murata〇

GlobalBusiness/
Sales

〇

〇
〇

〇

〇

〇
〇
〇
〇

〇

15

Sustainability
〇

〇

〇

〇

Legal
Affairs〇〇

Jinning Tu
Norio Kanai

Audit &
Supervisory Kosei Tamura
Board
Yasutaka Oba
MemberMikio Endo

IT/DX

〇

[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
and knowledge for conducting accurate financial reporting, building a strong
financial base, 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 theBoard of Directors who are skilled in advanced technologies, and have trackrecords in promoting various innovations as well as the skills and experience toproactively 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
to promote 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.

Legal Affairs

The foundation for the Company’s continued global expansion is theestablishment of an appropriate governance system, and also in order to improvethe effectiveness of management supervision on a global basis, members of theBoard of Directors having legal knowledge and having skills and knowledge inthe fields of corporate governance and risk management are required.

Sustainability

The perspective of sustainability management is essential to embody theCompany’s management philosophy. In order to balance contributions to asustainable society and long-term sustainable growth, and to contribute to thesustainable development of society through business activities, members of theBoard of Directors with experience, insight, expertise, etc. in sustainability areneeded.

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Proposal 4:

Establishment of a Plan for the Granting of Restricted Shares to Outside Directors
and Audit & Supervisory Board Members as Remuneration

An approval was made at the 115th Ordinary General Meeting of Shareholders held on June 28, 2017, to
set the maximum yearly amount of remuneration, etc. for Directors of the Company to ¥350 million (inwhich the maximum yearly amount for Outside Directors is ¥20 million; however, this does not include
salaries for employees serving concurrently as Directors), and it was approved at the 104th Ordinary
General Meeting of Shareholders held on June 29, 2006, that the annual amount of remuneration, etc. for
Audit & Supervisory Board Members shall be not more than ¥50 million (hereinafter “Audit & Supervisory
Board Member remuneration limit”). Furthermore, an approval was made at the 118th Ordinary General
Meeting of Shareholders held on June 25, 2020, to pay an annual amount of up to ¥100 million as
remuneration for granting restricted shares (the maximum number of shares issued or disposed of therebyis 80,000 per year) to the Company’s Directors (excluding Outside Directors) with the incentive to plan forthe continued improvement of the Company’s corporate value and of further proceeding with the sharingof value with all shareholders (hereinafter, the remuneration limit for granting restricted shares to Directors
is referred to as “Director share remuneration limit”).
For the purpose of the Company’s Outside Directors and Audit & Supervisory Board Members (hereinafter“Eligible Officers”) further proceeding with the sharing of value with all shareholders, in addition toincreasing incentive to contribute to preventing harm to the Company’s corporate value and maintaining
the confidence in the Company, the Company requests your approval for the payment of new remuneration
for the granting of restricted shares to Outside Directors within the Director share remuneration limit, andto Audit & Supervisory Board Members separately from the above Audit & Supervisory Board Member
remuneration limit.
The Eligible Officers shall pay all monetary remuneration claims to be provided under this proposal in theform of property contributed in kind, and shall receive common shares of the Company that shall be issued
or disposed of by the Company. The total amount of monetary remuneration deemed reasonable in light of
the above purpose to be provided to Eligible Officers for the granting of restricted shares shall not exceed¥5 million per year within the Director remuneration limit for Outside Directors and not exceed ¥10 million
per year separately from the Audit & Supervisory Board Member remuneration limit for Audit &Supervisory Board Members. Furthermore, the total number of common shares of the Company to be issued
or disposed of as a result shall be limited to 4,000 shares per year for Outside Director (within the limit of
80,000 shares per year pertaining to the Director remuneration limit in total with Directors other than
Outside Directors) and 8,000 shares per year for Audit & Supervisory Board Members. However, if thetotal number of shares issued by the Company increases or decreases due to a stock consolidation or stock
split (including gratis allotment of shares), the maximum number of shares shall be adjusted in accordancewith such ratio. The amount to be paid per share for the issuance or disposal of common shares of theCompany shall be determined by the Board of Directors based on the average closing price of the commonshares of the Company on the Tokyo Stock Exchange for 30 business days until the business day preceding
the date of resolution of the Board of Directors, to the extent not particularly favorable to the Eligible
Officers.
The specific allocation to each Eligible Officer shall be decided by the Board of Directors after deliberationby the Nomination and Remuneration Committee with due regard for the opinions of the Committee for
Outside Directors, and will be decided through consultation among the Audit & Supervisory Board
Members for Audit & Supervisory Board Members.
Currently, there are three (3) Outside Directors and four (4) Audit & Supervisory Board Members, and if
Proposal 2 and Proposal 3 are approved and adopted in their original form, the number of Outside Directors
and Audit & Supervisory Board Members will remain three (3) and four (4), respectively.

17With regard to the granting of restricted shares pursuant to this proposal, an agreement on allotment of therestricted shares that includes the provisions as summarized below (hereinafter the “Allotment Agreement”)
shall be entered into between the Company and each Eligible Officer.
(1) An Eligible Officer shall not transfer, create a security interest on, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement (the “Allotted Shares”) from the date the
Allotted Shares are granted until the relevant Eligible Officer resigns from his or her position as Director,
Audit & Supervisory Board Member or other position specified by the Company’s Board of Directors or
retires from the Company (hereinafter, the “Restriction Period”). The restrictions described in the preceding
sentence will hereinafter be collectively referred to as the “transfer restrictions.”(2) If an Eligible Offer resigns from his or her position or retires from the Company specified in theprovisions of (1) above before the expiration of a period as determined by the Company’s Board of
Directors (hereinafter referred to as the “Service Provision Period”), the Company shall acquire the Allotted
Shares by rights without contribution, unless there is a reason the Company’s Board of Directors deems
justifiable.
(3) On the condition that an Eligible Officer continuously maintains his or her position specified in theprovisions of (1) above during the Service Provision Period, the Company shall lift the Transfer Restrictions
for all Allotted Shares upon expiration of the Transfer Restriction Period. If, however, an Eligible Officer
resigns from his or her position or retires from the Company specified in the provisions of (1) above before
expiration of the Service Provision Period for a reason the Company’s Board of Directors deems justifiable
as specified in the provisions of (2) above, the Company shall make reasonable adjustments to the numberof the Allotted Shares for which the Transfer Restrictions are lifted as necessary.
(4) The Company shall acquire without contribution the Allotted Shares for which the Transfer Restrictions
have not been lifted at the expiration of the Transfer Restriction Period in accordance with the provisionsof (3) above.
(5) The Company shall acquire the Allotted Shares by rights without contribution if, during the Restriction
Period, an Eligible Officer violates laws and regulations, internal rules, or the Allotment Agreement, or
falls under any other event specified by the Board of Directors of the Company as a reason why it isreasonable to acquire the Allotted Shares without consideration.
(6) Notwithstanding the provisions of (1) above, if, during the Transfer Restriction Period, matters relating
to a merger agreement in which the Company is the dissolving company, a share exchange agreement orshare transfer plan in which the Company becomes a wholly owned subsidiary, or other reorganization, etc.
are approved at the Company’s General Meeting of Shareholders (or in the case where the approval at theCompany’s General Meeting of Shareholders is not required in relation to the reorganization, etc. inquestion, a meeting of the Company’s Board of Directors), the Company shall lift the Transfer Restrictions
on the Allotted Shares in the number that is reasonably determined based on the length of the period fromthe date of commencement of the Service Provision Period to the date of approval for the reorganization,etc., by resolution of the Company’s Board of Directors prior to the effective date of the said reorganization,
etc.

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(7) In cases specified in the provision of (6) above, the Company shall acquire by rights without contribution
the Allotted Shares for which the Transfer Restrictions have not been lifted in accordance with the above
provision of (6) at the time immediately following the lifting of the Transfer Restrictions.
[Reasons why it is reasonable to grant restricted shares to Outside Directors]
This proposal is to provide remuneration to Outside Directors for granting restricted shares for the purposeof further proceeding with the sharing of value with all shareholders, in addition to increasing incentive tocontribute to preventing harm to the Company’s corporate value and maintaining the confidence in the
Company.
The Company plans to revise its policy regarding the determination of the details of individual remunerationof Directors at a meeting of the Board of Directors to be held on June 25, 2024, and the granting of restricted
shares under this proposal is necessary and reasonable in accordance with the planned revised policy.
Furthermore, granting of shares to Outside Directors, including the maximum number of shares, will bemade within the Director remuneration limit approved at the 118th Ordinary General Meeting of
Shareholders held on June 25, 2020, and therefore the granting of restricted shares to Outside Directors will
not result in any new dilution of the Company’s shares.
Therefore, we believe that the contents of this proposal are reasonable.

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