Securities Code: 5957
March 9, 2022

To Our Shareholders:
20 Umegahata, Inokura-Cho, Ayabe, Kyoto

NITTOSEIKO CO., LTD.
Masami Zaiki, President

Notice of the 116th Annual Meeting of Shareholders
The Company would hereby like to inform shareholders that the Company’s 116th Annual Meeting of
Shareholders will be held as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights in writing(by postal mail) or via the internet. We kindly request you to read the following Reference Document
for the Annual Meeting of Shareholders and exercise your voting rights in conformity to the guide
below no later than 5:00 p.m. on Tuesday, March 29, 2022.
Sincerely yours,

1. Date:
2. Venue:

1:00 p.m. on Wednesday, March 30, 2022
Meeting Room of the Company, 20 Umegahata, Inokura-Cho, Ayabe,
Kyoto

3. Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Item No. 1:
Item No. 2:
Item No. 3:
Item No. 4:

The business report, the consolidated financial statements and theresults of consolidated financial statement audits by the
Accounting Auditor and the Board of Auditors for the 116th
business period (January 1, 2021 to December 31, 2021)
The non-consolidated financial statements for the 116th businessperiod (January 1, 2021 to December 31, 2021)

Appropriation of Retained Earnings
Partial Amendment to the Articles of Incorporation
Election of Nine (9) Directors
Election of One (1) Substitute Auditor◎ When you attend the meeting, we kindly request that you submit the enclosed voting form to thereceptionist at the venue.
◎ Of the documents to be attached to this Notice, the documents listed below are not included in theattachment because they are posted on the Company’s website (https://www.nittoseiko.co.jp/) on theInternet, pursuant to laws and regulations, and Article 18 of the Company’s Articles of Incorporation.
(1) Notes to the Consolidated Financial Statements(2) Notes to the Non-consolidated Financial Statements
The documents attached to this Notice and the documents posted on the Company’s website describedabove were both audited by Auditors and the Accounting Auditor when they respectively prepared the
Auditors’ Report and the Accounting Auditors’ Report.
◎ In case of circumstances requiring revisions to the Business Report, the Consolidated Financial
Statements, the Non-consolidated Financial Statements, and/or the Reference Document for the Annual
Meeting of Shareholders, such revisions will be listed on the Company’s website.
(https://www.nittoseiko.co.jp/)-1-

Instructions on exercise of voting rights
Voting rights at a meeting of shareholders are precious rights of shareholders. You
should read the following Reference Document for the Annual Meeting of Shareholders
before exercising your voting rights.
There are three ways to exercise your voting rights, as shown below.

Exercise your voting rights
by attending the meeting inpersonExercise your voting rights inwriting(by postal mail)Exercise your voting rights
via the internet

Please submit the enclosed Voting
Right Exercise Form to the venue
reception desk

Please indicate your approval ordisapproval for each of the items to
be resolved on the enclosed Voting
Right Exercise Form and return it to
the Company
Exercise deadline
5:00 p.m. (JST) on Tuesday,
March 29, 2022
(on an arrival basis)

Please input your approval ordisapproval for each of the items
to be resolved in conformity to the
instructions on the next page.

Meeting time and date
1:00 p.m. (JST) on Wednesday,
March 30, 2022
(in operation from noon)

Exercise deadline
5:00 p.m. (JST) on Tuesday,
March 29, 2022
(on an input completion basis)

How to fill in your Voting Right Exercise Form
Please indicate here your approval or disapproval for each of
the items to be resolved◦

Items 1, 2 and 4● If approving● If disapproving>> Put a circle in the “Approval” box>> Put a circle in the “Disapproval”
box

Item 3● If approving all>> Put a circle in the “Approval” box
the candidates● If disapproving all >> Put a circle in the “Disapproval”
the candidatesbox
Put a circle in the “Approval” box● If disapprovingsome candidates>> and fill in the number(s) of candidates
disapproved* The Voting Right Exercise Form is a conceptual image.
If you exercise your voting rights both in writing (by postal mail) and via the internet, the exercise via the internet
will be treated as a valid exercise of voting rights. If you exercise your voting rights multiple times via theinternet, the last exercise done will be treated as the valid exercise of voting rights.

-2-

Instructions on exercising your voting rights via the internet
By inputting voting right
exercise code/password

By reading QR code:
Smart Exercise®
You can log in to the voting right exercise website
without inputting a voting right exercise code/
password.

Voting right
exercise website

1. Read the QR code shown on the lower right section of your1. Access the voting right exercise website

https://www.web54.net

Voting Right Exercise Form

Click “Next”

2. Fill in the voting right exercise code shown on your Voting Right
Exercise Form
* QR code is a registered trademark of Denso Wave Incorporated.

Input the voting
right exercise
code

2. From then onwards, indicate approval or disapproval by
inputting according to the diagram instructions

Click “Log in”

3. Input the password shown on your Voting Right Exercise Form
Input the initial
password

Set a new password
to be used

Exercise of your voting rights via Smart
Exercise® can be done only once
To revise the exercise of your voting rights after the exercise,you should access the website for PCs and log in by inputting
your voting right exercise code and password shown on your
Voting Right Exercise Form, and then exercise your voting
rights again.
* Reading the QR code again will let you transition to thewebsite for PCs.

Click “Register”

4. From then onwards, indicate approval or disapproval by
inputting according to the diagram instructions* The operational diagram is a conceptual image.

Should you have any doubt about how to use a PC,
smartphone or mobile phone for exercising voting
rights via the internet, please feel free to inquire at
the contact point shown on the right.

Sumitomo Mitsui Trust Bank
Securities proxy web support-dedicated telephone number
Telephone number: 0120-652-031 (toll free)(Reception hours 9:00 - 21:00)

Institutional investors are able to use a voting rights electronic exercise platform for them that is run by ICJ, Inc.

-3-

Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Item No. 1: Appropriation of Retained Earnings
The Company deems the distribution of profits to shareholders as one of its most important management
policies. Its basic policy on profit distribution is to continue to pay dividends stably and adequately in ways
in keeping with its business performance while working to strengthen its corporate structure and accumulateinternal reserves in preparation for future business expansion. The Company intends to pay an ordinary
dividend of 8.50 yen per share, and appropriate retained earnings as follows.
1. Appropriation of retained earnings(1) Item causing higher retained earnings and its amount
General reserve
1,000,000,000 yen(2) Item causing lower retained earnings and its amount
Retained earnings brought forward
1,000,000,000 yen
2. Year-end dividend(1) Type in which dividends are paid
Cash payment(2) Allocation of dividends to shareholders and total amount of dividends
Dividend per common share of the Company: 8.50 yen
Total amount of dividends: 316,057,141 yen(3) Effective date on which dividends are disbursed from retained earnings
March 31, 2022
As the Company paid an interim dividend of 7.50 yen per share in September 2021, the annual
dividend is 16 yen per share.

-4-

Item No. 2: Partial Amendment to the Articles of Incorporation
1. Reason for proposal
The amendment provisions stipulated in the proviso to Article 1 of the supplementary provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) will be enforced on September
1, 2022. Therefore, the Company proposes to amend its existing Articles of Incorporation in order toprepare for the introduction of a system to electronically provide materials for the annual meeting ofshareholders as follows.
(1) The proposed revision to Article 18, Paragraph 1 sets out the measure to electronically provide
information that is contained in the reference document for the annual meeting of shareholders,etc.
(2) The proposed revision to Article 18, Paragraph 2 sets out the provision to limit the scope ofmatters contained in the documents issued to shareholders who claim delivery of such documents.
(3) Since the provision on the Internet disclosure and deemed provision of reference document for
the annual meeting of shareholders, etc. (Article 18 of the existing Articles of Incorporation) will
become unnecessary, it shall be deleted.
(4) In conjunction with the establishment and deletion described above, supplementary provisions on
the effective date, etc. shall be established.
2. Revision
The proposed revision is as follows.
(The part underlined denotes the revision.)
Proposed revision

The existing Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Document for the Annual Meeting of
Shareholders, etc.)
Article 18 In convening an annual meeting ofshareholders, the Company may bedeemed to have provided its
shareholders with the information
relating to the matters that should bestated or indicated in the reference
document for the annual meeting ofshareholders, the business report, thenon-consolidated financial statements
and the consolidated financial
statements by disclosing suchinformation by means of a method
using the Internet as stipulated by therespective Ordinance of the Ministry ofJustice.
(New stipulation)(Deleted)(Electronic Provision Measures, etc.)
Article 18 In convening an annual meeting ofshareholders, the Company shall takemeasures to electronically provide
information that is contained in thereference document for the annual
meeting of shareholders, etc.
(ii) The Company may choose to not state,
among the matters for which it takes themeasure for electronic provision, all orpart of the matters specified in the
Ordinance of the Ministry of Justice in a-5-

The existing Articles of Incorporation(New stipulation)

Proposed revision
document to be issued to a shareholder
who has claimed issuance of the
document by the record date of thevoting rights.
(Supplementary Provisions)
1. The deletion of pre-revised Article 18 of the
Articles of Incorporation (Internet Disclosure
and Deemed Provision of Reference
Document for the Annual Meeting of
Shareholders, etc.) and the establishment of
the revised Article 18 of the Articles ofIncorporation (Electronic Provision Measure,etc.) shall go into effect on the date ofenforcement of the amendment provisions
stipulated in the proviso to Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (“Enforcement Date”).
2. Notwithstanding the provision of thepreceding paragraph, the pre-revised Article
18 of the Articles of Incorporation shallremain in effect with respect to an annual
meeting of shareholders for which the date ofsuch annual meeting of shareholders falls
within six months from the Enforcement Date.
3. These supplementary provisions shall bedeleted on the day after six months haveelapsed from the Enforcement Date or on the
day after three months have elapsed from thedate of the annual meeting of shareholders in
the preceding paragraph, whichever comes
later.

-6-

Item No. 3: Election of Nine (9) Directors
The term of office of all nine (9) Directors will expire at the conclusion of the Annual Meeting of
Shareholders. Accordingly, the Company requests the election of nine (9) Directors.
The candidates for Director are as follows.
CandidateNo.

Current position and responsibility at theCompany

Name

Masami Zaiki

ReelectionMale

2

Makoto Araga

Reelection
Male

3

Nobuhiro Uejima

Reelection
Male

1

President
Representative Director and Managing
OfficerManaging Corporate Officer
In charge of business administration units
Director
Corporate Officer
General Manager, Business Department,
Medical New Business Division
In charge of research & development
unit
General Manager, Research &Development Department

Attendance atmeetings ofBoard ofDirectors
14 times/14 times(100%)
14 times/14 times(100%)

14 times/14 times(100%)

Shigehiro Yamazoe

Reelection
Male

Director
Corporate Officer
General Manager, Control System
Division
In charge of production engineering unit

5

Shinichi Matsumoto

Reelection
Male

Director
Corporate Officer
In charge of finance unit and audit unit
General Manager, Audit Department

14 times/14 times(100%)

6

Motoki Asai

Corporate Officer
General Manager, Fastener Division-

7

Mitsuru Shiomi

8Kazuyuki Hirao

9

Konomi Katsumi

4

New
CandidateMale
Reelection
Male
OutsideIndependent
Reelection
Male
OutsideIndependent
Reelection
FemaleOutsideIndependent

14 times/14 times(100%)

Director

14 times/14 times(100%)

Director

13 times/14 times(92%)

Director

14 times/14 times(100%)

Note: Outside and Independent represent candidates for Outside Director and independent officer, respectively.

-7-

Candidate
No.

Name
(Date of birth)
Masami Zaiki(October 22,
1950)

1

Brief profile, position and responsibility,
and significant concurrent positions
March 1971
March 2005
March 2010
March 2011
March 2013

Joined the Company
Director
Managing Director
Representative Director
President (incumbent)

74,550 shares

Reelection
Male(Reasons for nominating as candidate for Director and an outline of expected roles)
Mr. Zaiki, having been serving as President of the Company since March 2013, drives the business
management of the Group with a strong leadership and decision-making ability towards achieving its
long-term vision and the Mid-term Management Plan. He has extensive knowledge of corporate
management and industries in Japan and abroad, and is expected to fulfill the role of pursuing sustained
growth and enhanced corporate value of the Group. Therefore, we have again nominated Mr. Zaiki as a
candidate for Director.
April 1991
October 2014

2

Number of theCompany’s
shares owned

Joined the Company
General Manager, Planning Department
General Manager, Internal Control Promotion
Department
March 2018
Director
General Manager, Corporate Planning
Department
General Manager, Personnel and General
Makoto Araga
Affairs Department(October 11,
General Manager, Audit Department
1968)
October 2018
Director
17,292 shares
In charge of business administration units
Reelection
March 2019
Director and Corporate Officer
Male
In charge of the business administration units
March 2020
Managing Director and Managing Corporate
Officer
In charge of business administration units
March 2021
Representative Director and Managing Officer
Managing Corporate Officer
In charge of business administration units(incumbent)(Reasons for nominating as candidate for Director and an outline of expected roles)
Mr. Araga has been performing the function of overseeing and supervising our overall operations in his
capacity as Representative Director since March 2021. As officer in charge of business administration
units, Mr. Araga also plays a central role in various ways, such as working towards achieving the Midterm Management Plan, promoting sustainability management, reinforcing group governance, andpursuing regional vitalization and health and productivity management under our founding philosophy.
We have again nominated Mr. Araga as a candidate for Director as he is expected to fulfill the role ofpursuing sustained growth and enhanced corporate value of the Group.

-8-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
November 1986
April 2008

October 2012
March 2015
Nobuhiro
Uejima(August 4, 1959)
Reelection
Male
3

March 2016

March 2018

March 2019

March 2021

Joined the Company
Director & General Manager, SHI-HO Screw
Industrial Co., Ltd.
Chairman of the Board, Nitto Precision Screw
Industrial (Zhejiang) Co., Ltd.
General Manager, Quality Control Department,
Fastener Division, the Company
Director
Deputy General Manager, Fastener Division
General Manager, Manufacturing Department
Director
General Manager, Fastener Division
General Manager, Quality Control Department
Director
In charge of branch administration unit
Branch Manager, Tokyo Branch
Director and Corporate Officer
In charge of branch administration unit
Branch Manager, Tokyo Branch
Director and Corporate Officer
General Manager, Business Department,
Medical New Business Division
In charge of research & development unit
General Manager, Research & Development
Department (incumbent)

Number of theCompany’s
shares owned

14,430 shares(Reasons for nominating as candidate for Director and an outline of expected roles)
Mr. Uejima demonstrates leadership in promoting new businesses in the medical field by leveraging his
awareness for innovation and global matters nurtured through managing the Fastener Division andoverseas group companies. We have again nominated Mr. Uejima as a candidate for Director as he isexpected to fulfill the role of enhancing our business in the medical field in Japan and abroad anddeveloping innovative new products for pursuing sustained growth and enhanced corporate value of theGroup also going forward.

-9-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions

Number of theCompany’s
shares owned

October 1989
April 2011

4

Joined the Company
General Manager, Manufacturing Department,
Control System Division
October 2014
General Manager, Production Engineering
Department
Shigehiro
March 2017
Director
Yamazoe
General Manager, Control System Division(February 15,
General Manager, Production Engineering
1960)
11,288 shares
Department
March 2019
Director and Corporate Officer
Reelection
General Manager, Control System Division
Male
General Manager, Production Engineering
Department
March 2020
Director and Corporate Officer
General Manager, Control System Division
In charge of production engineering unit
(incumbent)(Reasons for nominating as candidate for Director and an outline of expected roles)
Mr. Yamazoe has extensive knowledge of the inspection equipment industry through managing theControl System Division. As an officer in charge of production engineering units, he exercises leadershipfor our environment control activities towards improving global environments. We have again nominated
Mr. Yamazoe as a candidate for Director as he is expected to fulfill the role of exercising sustainability
management and developing the control system business for pursuing sustained growth and enhanced
corporate value of the Group also going forward.
April 1987
April 2015
March 2018

5

Joined the Company
General Manager, Finance Department
Director
General Manager, Finance Department
October 2018
Director
Shinichi
In charge of finance unit
MatsumotoGeneral Manager, Finance Department(October 16,
March 2019
Director and Corporate Officer
1964)
9,309 shares
In charge of finance unit
General Manager, Finance Department
Reelection
March
2020
Director and Corporate Officer
Male
In charge of finance unit and audit unit
March 2021
Director and Corporate Officer
In charge of finance unit and audit unit
General Manager, Audit Department(incumbent)(Reasons for nominating as candidate for Director and an outline of expected roles)
As an officer in charge of audit units, Mr. Matsumoto plays a part to strengthen governance at theCompany on both the external information disclosure and internal control fronts. He also contributes tothe operations of the Group from a financial aspect by leveraging his broad knowledge in accounting andfinance. We have again nominated Mr. Matsumoto as a candidate for Director as he is expected to fulfill
the role of increasing efficiency of operating funds and setting capital strategies for pursuing sustained
growth and enhanced corporate value of the Group also going forward.

- 10 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions

Number of theCompany’s
shares owned

April 1985
October 2013
April 2015

6

7

Joined the Company
Branch Manager, Osaka Branch
Branch Manager, Nagoya Branch
Motoki Asai
General Manager, Sales Department, Fastener(January 14,
Division
1967)
6,312 shares
April 2018
Deputy General Manager, Fastener Division
March
2019
Corporate
Officer
New Candidate
Deputy General Manager, Fastener Division
Male
March 2020
Corporate Officer
General Manager, Fastener Division(incumbent)(Reasons for nominating as candidate for Director and an outline of expected roles)
Mr. Asai contributes to the growth of the fastener business by leveraging his extensive knowledge ofthe fastening assembly industry along with advanced information-gathering ability based on his sales
experience over many years. He also demonstrates leadership in our effort to expand the businessdomain through group-wide collaboration. We have newly nominated Mr. Asai as a candidate for
Director as he is expected to fulfill the role of promoting further growth of the fastener business byleveraging the brand power built on trust from business partners for pursuing sustainable growth andenhanced corporate value of the Group also going forward.
April 1989
Joined the Company
July 2002
Resigned from the Company
October 2006
Registered as a practicing attorney (Kyoto Bar
Association) (incumbent)
Mitsuru Shiomi
Established Shiomi Law Office (Kyoto City)(July 29, 1962) April 2007
Relocated Shiomi Law Office (Fukuchiyama
City) (current)
Reelection
15,245 shares
March 2016
Outside Director, the Company (incumbent)
Male
May 2019
Audit & Supervisory Board Member, SATO,
OutsideInc. (incumbent)
Independent
October 2019
Director, social welfare corporation
Kuushinfukushikai (incumbent)
May 2021
Audit & Supervisory Board Member, Maizuru
Warehouse Co., Ltd. (incumbent)(Reasons for nominating as candidate for Outside Director and an outline of expected roles)
Mr. Shiomi provides appropriate advice by leveraging his advanced professional knowledge of legal
matters, accounting and taxation. As a member of the Nomination and Remuneration Committee, he also
carries out an oversight function from an objective viewpoint in the process of nominating Directors anddetermining their remuneration and in setting the succession plan for the CEO, etc. Therefore, we haveagain nominated Mr. Shiomi as a candidate for Outside Director to be re-elected as he is expected tofulfill the role of implementing appropriate information disclosure and securing transparency of theBoard of Directors also going forward.
August 1998

8

Professor, Department of Material Chemistry,
Graduate School of Engineering, Kyoto
University
December 2006 President, Kyoto City Innovation Center
January 2013
President, Nanotechnology Hub, Kyoto
Kazuyuki Hirao
University(May 29, 1951)
July 2014
Chairman, Kyoto Green Chemical Network(incumbent)
Reelection
3,134 shares
March 2017
Outside Director, the Company (incumbent)
MaleApril 2017
Professor Emeritus and Specially Appointed
OutsideProfessor, Kyoto University (incumbent)
Independent
April 2017
President, Advanced Chemical Technology
Center in Kyoto (incumbent)
June 2017
President, The Ceramic Society of Japan
April 2018
President, Kyoto Katsura Innovation Center(incumbent)(Reasons for nominating as candidate for Outside Director and an outline of expected roles )Mr. Hirao has experience as head of many organizations and extensive knowledge as university professor,- 11 -

Candidate
No.

Number of theCompany’s
shares owned
and gives us appropriate advice although he has not been directly involved in corporate operations expect
for as outside director. As a member of the Nomination and Remuneration Committee, he also carries
out an oversight function from an objective viewpoint in the process of nominating Directors anddetermining their remuneration and in setting the succession plan for the CEO, etc. We have again
nominated Mr. Hirao as a candidate for Outside Director to be re-elected as he is expected to fulfill therole of pursuing innovation based on sustainability management and securing transparency of the Boardof Directors also going forward.
Name(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions- 12 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
January 2000

9

Number of theCompany’s
shares owned

Registered as a Labor and Social Security
Attorney (Osaka Association of Labor andSocial Security Attorneys)
January 2000
Established Katsumi Labor and Social Security
Konomi
Attorney Office (incumbent)
KatsumiSeptember 2005 Founder and President, Three by Three(September 10,
April 2007
Industrial Counselor (certified by the
1964)
Association of Industrial
429 sharesCounselors) (incumbent)
Reelection
April 2007
Registered as a Specified Labor and Social
FemaleSecurity Attorney (SR-KYOTO
OutsideAssociation) (incumbent)
Independent
April 2008
Career consultant (incumbent)
March 2019
Outside Director, the Company (incumbent)
July 2019
Representative Director, Three by Three Co.,
Ltd. (incumbent)(Reasons for nominating as candidate for Outside Director and an outline of expected roles)
Ms. Katsumi, providing human capital consulting incorporating mental health and work-life balance
perspectives as corporate business strategy elements, gives us appropriate advice towards vitalizing
human resources as aimed for by the Company. As a member of the Nomination and Remuneration
Committee, she also carries out an oversight function from an objective viewpoint in the process of
nominating Directors and determining their remuneration and in setting the succession plan for the CEO,etc. We have again nominated Ms. Katsumi as a candidate for Outside Director to be re-elected as she isexpected to fulfill the role of implementing a human resource strategy by promoting diversity andsecuring transparency of the Board of Directors also going forward.

- 13 -

Notes:1.
There are no special conflicts of interest between each of the candidates and the Company.
2.
Mr. Mitsuru Shiomi, Mr. Kazuyuki Hirao, and Ms. Konomi Katsumi are the candidates for Outside Director.
3.
Mr. Mitsuru Shiomi’s term in office as Outside Director of the Company will be six years at the conclusion of
the Annual Meeting of Shareholders.
4.
Mr. Kazuyuki Hirao’s term in office as Outside Director of the Company will be five years at the conclusion of
the Annual Meeting of Shareholders.
5.
Ms. Konomi Katsumi’s term in office as Outside Director of the Company will be three years at the conclusionof the Annual Meeting of Shareholders.
6.
Mr. Mitsuru Shiomi served the Company as an employee in the past but satisfies the independence criteria
stipulated by the Tokyo Stock Exchange in addition to requirements for an outside director prescribed by theCompanies Act. If Mr. Shiomi is re-elected, the Company will continue to designate him as an independent
officer and file the designation with the Exchange.
7.
Mr. Kazuyuki Hirao and Ms. Konomi Katsumi satisfy the independence criteria stipulated by the Tokyo Stock
Exchange in addition to requirements for an outside director prescribed by the Companies Act. If they are reelected, the Company will continue to designate them as independent officers and file the designation with the
Exchange.
8.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded anagreement with each of Mr. Mitsuru Shiomi, Mr. Kazuyuki Hirao, and Ms. Konomi Katsumi to limit their
liability under Article 423, Paragraph 1 of the Act. The Company will continue the agreement in the event they
are re-elected. The amount of liability under the agreement shall be limited to the minimum amount provided forby laws and regulations.
9.
The Company has concluded with an insurance company a director liability insurance agreement as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the insurance agreement is intended to indemnify forlegal damage liability and litigation expenses to be incurred by an insured entity. If the nominees are re-electedor elected, they will be included in the insured entities under the insurance agreement. The next renewal will bedone without alteration.

- 14 -

<Reference>
If Item No. 3 is approved as proposed, the composition of Directors will be as shown below. In light of the
management strategies of the Company, the expertise and experience of Directors are as follows.

Corporate
Operations
Sustainability,
ESG
Finance,
Accounting
Corporate legal
affairs,
Riskmanagement,
Compliance
Governance
Manufacturing,Technology,
Innovation
Personnel,
Labor,
Human resource
development
Brand
strategies,
Marketing,
Sales
Overseas
operation,
International
experience,
Globalawareness
Industryknowledge

Masami
Zaiki

MakotoAraga●●

Nobuhiro
Uejima●Shigehiro
Yamazoe

ShinichiMatsumoto

Motoki
Asai

●

●

●

●

●

●

●
●

Mitsuru
Shiomi
OutsideLawyerKazuyuki
Hirao
OutsideUniversity
professor

Konomi
KatsumiOutsideLabor
andSocialSecurity
Attorney

●

●

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

- 15 -●●

Item No. 4: Election of One (1) Substitute Auditor
As the election of a Substitute Auditor will go out of effect at the start of the Annual Meeting of
Shareholders, the Company proposes electing Mr. Hiroto Shikata as a Substitute Auditor for Mr. Katsuhiko
Mizoguchi, Outside Auditor and Mr. Hirokazu Tagano, Outside Auditor in case the number of Outside
Auditors falls short of what is stipulated in law.
With regard to this agenda item, the consent of the Board of Auditors has been obtained.
The candidate for Substitute Auditor is as follows.
Name(Date of birth)

Brief profile, position, and significant concurrent positions

Number of theCompany’s
shares owned

April 1995

Registered as Registered Management Consultant (Kyoto
Small and Medium Enterprise Management Consultant
Association) (incumbent)
June 2006
Registered as Certified Public Accountant (The JapaneseInstitute of Certified Public Accountants,
Keijikai) (incumbent)
Hiroto Shikata(July 27, 1968) November 2007 Registered as Certified Public Tax Accountant (Kinki
Certified Public Tax Accountants’
Association) (incumbent)Male
0 shares
OutsideJune 2009
Executive Director, Kyoto Small and Medium Enterprise
Independent
Management Consultant Association (incumbent)
July 2011
Established MHC Advisory Service Co., Ltd.
President (incumbent)
July 2017
Established MHC Tax co.
President (incumbent)
June 2019
Vice Chairman, The Japanese Institute of Certified Public
Accountants, Keijikai) (incumbent)(Reasons for nominating as candidate for Substitute Outside Auditor and an outline of expected roles)
As a Certified Public Accountant and Certified Public Tax Accountant, Mr. Shikata is equipped with advanced
specialized knowledge in corporate accounting and tax affairs. We have nominated Mr. Shikata as a candidate for
Substitute Outside Auditor as we expect he will utilize such knowledge for enhancing the soundness and transparencyof audit duties at the Company.
Notes:
1.
There are no special conflicts of interest between Mr. Hiroto Shikata and the Company.
2.
Mr. Hiroto Shikata is the candidate for Substitute Outside Auditor.
3.
Mr. Hiroto Shikata satisfies the independence criteria stipulated by the Tokyo Stock Exchange in addition torequirements for an outside auditor prescribed by the Companies Act. If he is elected and assumes the office, theCompany will designate him as an independent officer and file the designation with the Exchange.
4.
In the event Mr. Hiroto Shikata is elected and assumes the office, the Company will conclude an agreement with
him to limit his liability under Article 423, Paragraph 1 of the Act pursuant to the provisions of Article 427,
Paragraph 1 of the Companies Act. The amount of liability under the agreement shall be limited to the minimum
amount provided for by laws and regulations.
5.
The Company has concluded with an insurance company a director liability insurance agreement as stipulated
in Article 430-3, Paragraph 1 of the Companies Act, and the insurance agreement is intended to indemnify forlegal damage liability and litigation expenses, etc. to be incurred by an insured entity. If Mr. Hiroto Shikata iselected and assumes the office of Outside Auditor, he will be included in the insured entities under the insurance
agreement. The next renewal will be done without alteration.

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