Securities Code: 5957
March 9, 2021

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

NITTOSEIKO CO., LTD.
Masami Zaiki, President

Notice of the 115th Annual Meeting of Shareholders
The Company would hereby like to inform shareholders that the Company’s 115th 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 Monday, March 29, 2021.
Sincerely yours,

1.
2.

Date:
Venue:

3.

Purposes:
Items to be reported:

1:00 p.m. on Tuesday, March 30, 2021
Meeting Room of the Company, 20 Umegahata, Inokura-Cho, Ayabe,
Kyoto

1.

2.

Items to be resolved:
Item No. 1:
Item No. 2:
Item No. 3:
Item No. 4:
Item No. 5:

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 115th
business period (January 1, 2020 to December 31, 2020)
The non-consolidated financial statements for the 115th businessperiod (January 1, 2020 to December 31, 2020)

Appropriation of Retained Earnings
Partial Amendment to the Articles of Incorporation
Election of Nine (9) Directors
Election of One (1) Auditor
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 Monday,
March 29, 2021
(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 Tuesday,
March 30, 2021
(in operation from noon)

Exercise deadline
5:00 p.m. (JST) on Monday,
March 29, 2021
(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, 4 and 5● 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.

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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.

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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 4.50 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: 4.50 yen
Total amount of dividends: 167,327,550 yen(3) Effective date on which dividends are disbursed from retained earnings
March 31, 2021
As the Company paid an interim dividend of 4 yen per share in September 2020, the annual dividend
is 8.50 yen per share.

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Item No. 2: Partial Amendment to the Articles of Incorporation
1. Reason for proposal
In preparation for future business expansion, we would like to add another business purpose to
Article 2 (Purpose) of the existing Articles of Incorporation.
2. Revision
The proposed revision is as follows.
(The part underlined denotes the revision.)
The existing Articles of Incorporation(Purpose)
Article 2 The purpose of the Company is toengage in the following businessactivities.
1. through 11. (Provisions omitted)(New stipulation)

12. (Provisions omitted)

Proposed revision(Purpose)
Article 2 The purpose of the Company is toengage in the following businessactivities.
1. through 11. (Unchanged)
12. Trading of the Company’s own
secondhand goods under theSecondhand Articles Dealer Act
13. (Unchanged)-5-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.
1

Current position and responsibility at theCompany

Name

Masami Zaiki

Reelection

President
Managing Director and Managing Corporate
Officer
General Manager, Assembly Machine
DivisionManaging Director and Managing Corporate
Officer
In charge of business administration units(Corporate Planning Department, Global
Strategy Department, Personnel and General
Affairs Department, and diversity promotion)
Director and Corporate Officer
In charge of branch administration unit
Branch Manager, Tokyo Branch
Director and Corporate Officer
General Manager, Control System Division
In charge of production engineering unit
Director and Corporate Officer
In charge of finance unit and audit unit

Attendance atmeetings ofBoard ofDirectors
15 times/15 times(100%)
15 times/15 times(100%)

2

Takeshi Sawai

Reelection

3

Makoto Araga

Reelection

4

Nobuhiro Uejima

Reelection

5

Shigehiro Yamazoe Reelection

6

Shinichi Matsumoto Reelection

7

Mitsuru Shiomi

Reelection
OutsideIndependent

Director

15 times/15 times(100%)

8

Kazuyuki Hirao

Reelection
OutsideIndependent

Director

14 times/15 times(93%)

Konomi Katsumi

Reelection
OutsideIndependent

Director

15 times/15 times(100%)

9

15 times/15 times(100%)

15 times/15 times(100%)
14 times/15 times(93%)
15 times/15 times(100%)

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

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Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions

Number of theCompany’s
shares owned

March 1971
Joined the Company
March 2005
Director
March 2010
Managing Director
68,952 shares
March 2011
Representative Director
Reelection
March 2013
President (incumbent)(Reasons for nominating as candidate for Director)
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. Being equipped with excellent crisis control skill,
Mr. Zaiki swiftly responds to changes in the operating environment. We have again nominated Mr. Zaiki
as a candidate for Director as we think he will further contribute to sustained growth and enhanced
corporate value for the Group in the future.
Masami Zaiki(October 22,
1950)

1

April 1983
April 2007
October 2010

2

Joined the Company
Branch Manager, Nagoya Branch
General Manager, Sales Department, Assembly
Machine Division (in charge of the Chubu andKansai areas)
April 2012
General Manager, Manufacturing Department,
Assembly Machine Division
Takeshi Sawai
March 2015
Director(December 24,
Deputy General Manager, Assembly Machine
1959)
9,079 shares
Division
General Manager, Manufacturing Department
Reelection
March 2016
Director
General Manager, Assembly Machine Division
March 2019
Managing Director and Managing Corporate
Officer
General Manager, Assembly Machine Division(incumbent)
March 2019
President, NITTO KOSHIN CO., LTD.
(incumbent)(Reasons for nominating as candidate for Director)
Mr. Sawai has been performing the function of overseeing and supervising our overall operations in his
capacity as Managing Director since March 2019. As General Manager at the Assembly Machine
Division, he contributes to expanding our business domains in and outside Japan by leveraging his
information-gathering skill on the back of trust from business partners. Moreover, Mr. Sawai pursues
business restructuring with trustworthy statements and an ability to communicate well. We have again
nominated Mr. Sawai as a candidate for Director as we think he will further contribute to sustained growthand enhanced corporate value for the Group in the future.

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Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
April 1991
October 2014

3

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
Affairs Department
General Manager, Audit Department
October 2018
Director
In charge of business administration units
Makoto Araga(Corporate Planning Department, Personnel(October 11,
and General Affairs Department)
1968)
14,015 shares
General Manager, Personnel and General
Affairs Department
Reelection
General Manager, Audit Department
March 2019
Director and Corporate Officer
In charge of the business administration units(Corporate Planning Department, Personnel
and General Affairs Department and diversity
promotion)
March 2020
Managing Director and Managing Corporate
Officer
In charge of business administration units(Corporate Planning Department, Global
Strategy Department, Personnel and General
Affairs Department, and diversity
promotion) (incumbent)(Reasons for nominating as candidate for Director)
Mr. Araga has been performing the function of overseeing and supervising our overall operations in his
capacity as Managing Director since March 2020. As officer in charge of business administration units,
Mr. Araga plays a central role as we move towards achieving our long-term vision and the Mid-termManagement Plan. He also contributes to enhancing our corporate value in various ways such as throughpursuing regional vitalization and health-centric business management under our founding philosophy.
We have again nominated Mr. Araga as a candidate for Director as we think he will further contribute tosustained growth and enhanced corporate value for the Group in the future.

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Candidate
No.

Name
(Date of birth)

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

4

Number of theCompany’s
shares owned

Joined the Company
Director & General Manager, SHI-HO Screw
Industrial Co., Ltd.
Chairman of the Board, Nitto Precision Screw
Industrial (Zhejiang) Co., Ltd.
October 2012
General Manager, Quality Control Department,
Fastener Division, the Company
Nobuhiro
March 2015
Director
UejimaDeputy General Manager, Fastener Division(August 4, 1959)
General Manager, Manufacturing Department
13,360 shares
March 2016
DirectorReelection
General Manager, Fastener Division
General Manager, Quality Control Department
March 2018
Director
In charge of branch administration unit
Branch Manager, Tokyo Branch
March 2019
Director and Corporate Officer
In charge of branch administration unit
Branch Manager, Tokyo Branch (incumbent)(Reasons for nominating as candidate for Director)
Mr. Uejima, in addition to helping to enhance labor productivity at administration units as officer incharge of branch administration units, exercises leadership in running branches in a manner that swiftly
responds to changes in the operation environment with excellent crisis control skill. As a top manager ofan overseas group company, he has performed the function of overseeing and supervising overall
operations. We have again nominated Mr. Uejima as a candidate for Director as we think he will further
contribute to sustained growth and enhanced corporate value for the Group in the future.

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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

5

Joined the Company
General Manager, Manufacturing Department,
Control System Division
October 2014
General Manager, Production Engineering
Department
March 2017
Director
Shigehiro
General Manager, Control System Division
Yamazoe
General Manager, Production Engineering(February 15,
10,226 shares
Department
1960)
March 2019
Director and Corporate Officer
General Manager, Control System Division
Reelection
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)
Mr. Yamazoe works in earnest to grow demand through new product development and engages inoverseas operations by leveraging extensive experience and broad knowledge at the Control System
Division. As an officer in charge of production engineering units, he exercises leadership for ourenvironment control activities towards improving the regional and global environments. We have again
nominated Mr. Yamazoe as a candidate for Director as we think he will further contribute to sustained
growth and enhanced corporate value for the Group in the future.
April 1987
April 2015
March 2018

6

Joined the Company
General Manager, Finance Department
Director
General Manager, Finance Department
Shinichi
October 2018
Director
Matsumoto
In charge of finance unit
(October 16,
7,719 shares
General Manager, Finance Department
1964)
March 2019
Director and Corporate Officer
In charge of finance unit
Reelection
General Manager, Finance Department
March 2020
Director and Corporate Officer
In charge of finance unit and audit unit
(incumbent)(Reasons for nominating as candidate for Director)
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 for Director as we think he will further contribute tosustained growth and enhanced corporate value for the Group in the future.

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Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions

Number of theCompany’s
shares owned

April 1989
July 2002
October 2006

7

Joined the Company
Resigned from the Company
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
13,725 shares
ReelectionCity) (current)
OutsideMarch 2016
Outside Director, the Company (incumbent)
Independent
May 2019
Audit & Supervisory Board Member, SATO,
Inc. (incumbent)
October 2019
Director, social welfare corporation
Kuushinfukushikai (incumbent)(Reasons for nominating as candidate for Outside Director)
Mr. Shiomi is equipped with advanced specialized knowledge as lawyer and gives us appropriate advice
on corporate legal affairs. Also, he has provided independent oversight on the management and businessexecution of the Company. Therefore, we have nominated Mr. Shiomi as a candidate for Outside Director
for re-election.
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
University
Kazuyuki Hirao
Chairman, Kyoto Green Chemical Network(May 29, 1951) July 2014
(incumbent)
2,127 shares
Reelection
March 2017
Outside Director, the Company (incumbent)
OutsideApril 2017
Professor Emeritus and Specially Appointed
Independent
Professor, Kyoto University (incumbent)
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)
Mr. Hirao gives us appropriate advice on technology development and innovation. He has experience ashead of many organizations and extensive knowledge as university professor although he has not been
directly involved in corporate operations expect for as outside director. Also, he has provided independent
oversight on the management and business execution of the Company. Therefore, we have nominated
Mr. Hirao as a candidate for Outside Director for re-election.

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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
Attorney Office (incumbent)
Konomi
September 2005 Founder and President, Three by Three
KatsumiIndustrial Counselor (certified by the(September 10, April 2007
Association of Industrial
1964)
215 sharesCounselors) (incumbent)
Reelection
April 2007
Registered as a Specified Labor and Social
OutsideSecurity Attorney (SR-KYOTO
Independent
Association) (incumbent)
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)
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. Also, she has provided independent oversight on the
management and business execution of the Company. Therefore, we have nominated Ms. Katsumi as a
candidate for Outside Director for re-election.

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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 five 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 four 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 two 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-elected,
they will be included in the insured entities under the insurance agreement. The next renewal will be done without
alteration.

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Item No. 4: Election of One (1) Auditor
As Mr. Yoshikuni Otsuka, Auditor will resign at the conclusion of the Annual Meeting of Shareholders,the Company requests the election of one (1) Auditor.
With regard to this agenda item, the consent of the Board of Auditors has been obtained.
The candidate for Auditor is as follows.
Name(Date of birth)

Brief profile, position, and significant concurrent positions

Number of theCompany’s
shares owned

Joined the Company
General Manager, Planning Department
General Manager, Planning Department
General Manager, Internal Control Promotion Department
14,195 shares
October 2014
Branch Manager, Tokyo Brach
New candidate
April 2018
Branch Manager, Osaka Branch
March 2020
General Manager, Audit Department (incumbent)(Reasons for nominating as candidate for Auditor)
Mr. Kitatani has been contributing to strengthening governance at the Group with a strong sense of ethics. We havenominated Mr. Kitatani as a candidate for Auditor as we think he will appropriately perform audit and supervisionduties at the Company due to being equipped with much knowledge in finance and accounting.
Akira Kitatani(December 25,
1960)

April 1984
October 2005
October 2011

Notes:
1.
Mr. Akira Kitatani is a candidate for an initial term of office.
2.
There are no special conflicts of interest between Mr. Akira Kitatani and the Company.
3.
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 Mr. Akira Kitatani is elected,
he will be included in the insured entities under the insurance agreement. The next renewal will be done without
alteration.

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Item No. 5: 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)
November 2007 Registered as Certified Public Tax Accountant (Kinki
Hiroto Shikata
Certified Public Tax Accountants’(July 27, 1968)
Association) (incumbent)
0 shares
OutsideJune 2009
Executive Director, Kyoto Small and Medium EnterpriseManagement Consultant Association (incumbent)
Independent
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)
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 think 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 to be incurred by an insured entity. If Mr. Hiroto Shikata is elected
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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