Note: This document has been translated from the Japanese original for reference purposes only. In the event of any discrepancy
between this translated document and the Japanese original, the original shall prevail.

Securities Code: 5957
March 8, 2024

To Our Shareholders:

20 Umegahata, Inokura-Cho, Ayabe, Kyoto

NITTOSEIKO CO., LTD.
Makoto Araga, President

Notice of the 118th Annual Meeting of Shareholders
As always, we would like to start by thanking you for your continued support.
We would like to express our deepest sympathies to those affected by the 2024 Noto Peninsula Earthquake
and wish for a speedy recovery.
The Company would hereby like to inform shareholders that the Company’s 118th Annual Meeting of
Shareholders will be held as described below.
As the Annual Meeting of Shareholders has adopted Electronic Provision Measures, pursuant to Article325-3 of the Companies Act, the items subject to Electronic Provision Measures are posted on our company
website, so please visit the following website for your confirmation.
Our company website https://www.nittoseiko.co.jp/ir/ir_calendar.html
The items of Electronic Provision Measures are posted on the website of the Tokyo Stock Exchange in
addition to our company website. If you are unable to view the items of Electronic Provision Measures on
our company website, please visit the following Tokyo Stock Exchange website (Listed Company Search),enter and search “Nittoseiko” in “Issue name (company name)” or our Securities Code “5957” in “Code,”
select “Basic information” and “Documents for public inspection/PR information,” and then view the
information listed on the “Notice of General Shareholders Meeting /Informational Materials for a General
Shareholders Meeting” page.
Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you are unable to attend the meeting on the date, you may also exercise your voting rights via theInternet or in writing (by postal mail). We kindly request you to read the Reference Document for
the Annual Meeting of Shareholders and exercise your voting rights in conformity with the guide
below no later than 5 p.m. on Tuesday, March 26, 2024.

-1-1. Date and time:
2. Venue:

1 p.m. on Wednesday, March 27, 2024
Meeting Room of the Company, 20 Umegahata, Inokura-Cho, Ayabe,
Kyoto

3. Purposes:
Items to be reported:

1.

2.

The business report, the consolidated financial statements andthe results of consolidated financial statement audits by the
Accounting Auditor and the Board of Auditors for the 118th
business period (January 1, 2023 to December 31, 2023)
The non-consolidated financial statements for the 118th businessperiod (January 1, 2023 to December 31, 2023)

Items to be resolved:
Appropriation of Retained Earnings
Item No. 1:
Election of Nine (9) Directors
Item No. 2:
Election of Two (2) Auditors
Item No. 3:
Election of One (1) Substitute Auditor
Item No. 4:
4. Instructions on exercise of voting rights(1) When exercising your voting rights via the Internet
If you wish to exercise your voting rights via the Internet, etc., please read the “Instructions on
exercising your voting rights via the Internet, etc.” below and exercise your voting rights by 5 p.m. on
Tuesday, March 26, 2024.
(2) When exercising your voting rights in writing (by postal mail)Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form and returnit to us to arrive no later than 5 p.m. on Tuesday, March 26, 2024. If no approval or disapproval isindicated for each proposal, it will be treated as approved.
(3) If you exercise your voting rights more than once
If you exercise your voting rights both via the Internet, etc. and in writing (by postal mail), the exercise
via the Internet will be treated as a valid exercise of voting rights. If you exercise your voting rights
more than once via the Internet, etc., the last vote will be treated as a valid exercise of your voting
rights.
◎ When you attend the meeting, we kindly request that you submit the enclosed Voting Right Exercise
Form to the receptionist at the venue.
◎ In accordance with laws and regulations and Article 18, Paragraph 2 of our company’s Articles ofIncorporation, among the items of Electronic Provision Measures, the following items are not includedin the documents to be delivered to shareholders who have requested the delivery of materials in paperbased format.
(1) “Matters concerning the development of a system for ensuring the appropriateness of operations”
in the business report(2) “Overview of the status of operation of the system for ensuring the appropriateness of operations”
in the business report(3) “Consolidated Statement of Changes in Net Assets” in the Consolidated Financial Statements(4) Consolidated Notes to Consolidated Financial Statements(5) “Non-consolidated Statement of Changes in Net Assets” in the Financial Statements(6) “Non-consolidated Notes” to Financial Statements
Accordingly, the contents of these documents are part of the business report, consolidated and nonconsolidated financial statements audited by the Auditors in preparing the Auditors’ Report, and theconsolidated and non-consolidated financial statements audited by the Accounting Auditor in preparing
the Accounting Auditors’ Report.
◎ If any amendment is made to the items of Electronic Provision Measures, a statement to that effect andthe items before and after the amendment will be posted on our above company website and the Tokyo
Stock Exchange website (Listed Company Search).

-2-

Instructions on exercise of voting rights

Voting rights at a meeting of shareholders are precious rights of shareholders.
Please ensure you read the 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 via
the Internet

Exercise your voting rights inwriting (by postal mail)Please submit the enclosed Voting
Right Exercise Form to the venue
reception desk.

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

Meeting Time & Date
Wednesday, March 27, 2024
1 p.m. (JST)(reception starts at noon)

Exercise deadline
Tuesday, March 26, 2024
5 p.m. (JST)(on an input completion basis)

Please indicate your approval ordisapproval for each of the items
to be resolved on the enclosed
Voting Right Exercise Form andreturn it to the Company.
Exercise deadline
Tuesday, March 26, 2024
5 p.m. (JST)(on an arrival basis)

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

Voting Right Exercise
Form

Items 1 and 4

Sample● If approving>> Put a circle in the● If disapproving>> Put a circle in the“Approve” box“Disapprove” box

Items 2 and 3● If approving all>> Put a circle in thethe candidates“Approve” box● If disapproving all >> Put a circle in thethe candidates“Disapprove” box● If disapprovingsome candidates*The Voting Right Exercise Form is a conceptual image.

-3->> Put a circle in the“Approve” box andfill in the number(s) of
the candidates
disapproved

Instructions on exercising your voting rights via the Internet
By reading QR code:
Smart Exercise®

By inputting voting right
exercise code/password

You can log in to the voting right exercise website
without entering your Voting Right Exercise Codeand Password.

Voting right
exercise website

1. Read the QR code shown on the lower right section of yourhttps://www.web54.net

1. Access the voting right exercise website.

Voting Right Exercise Form.

Click “Next”

2. Please enter the “Voting Right Exercise Code” shown on the
Voting Right Exercise Form.

Input the “Voting Right
Exercise Code”*QR code is a registered trademark of Denso Wave Incorporated.

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.

Click “Register”

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.

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.

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

* The operational diagram is a conceptual image.

Sumitomo Mitsui Trust Bank
Securities proxy web support-dedicated telephone number
Tel.: 0120-652-031 (toll-free number)(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.

-4-

Reference Documents 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 9 yen per share, and appropriate retained earnings as follows.
1. Year-end dividend(1) Form of dividends
Cash payment(2) Allocation of dividends to shareholders and total amount of dividends
Dividend per common share of the Company: 9 yen
Total amount of dividends: 335,272,815 yen(3) Effective date on which dividends are disbursed from retained earnings
March 28, 2024
As the Company paid an interim dividend of 9 yen per share in September last year, the annual
dividend will be 18 yen per share.
2. Other 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-5-Item No. 2: 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
Company

Name
Masami Zaiki

Re-electionMale

2

Makoto Araga

Re-election
Male

3

Shigehiro Yamazoe

Re-election
Male

4

Nobuhiro Uejima

Re-election
Male

5

Shinichi Matsumoto

Re-election
Male

6

Motoki Asai

7

Mitsuru Shiomi

8Kazuyuki Hirao

9

Konomi Katsumi

1

Re-electionMale
Re-election
Male
OutsideIndependentRe-election
Male
OutsideIndependentRe-election
FemaleOutsideIndependent

Chairman
Chief Executive Officer
President
Chief Operating Officer
General Manager, Corporate Strategy
Division
Director and Managing Corporate
Officer
General Manager, R&D & Production
Technology Division
General Manager, Control System
Division
Director and Corporate Officer
General Manager, New Medical
Division
Director and Corporate Officer
General Manager, Financial Strategy
Division
General Manager, Domestic Business
Division
Director and Corporate Officer
General Manager, Fastener Division

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

14/14 times(100%)

14/14 times(100%)
13/14 times(93%)
13/14 times(93%)

Director

14/14 times(100%)

Director

14/14 times(100%)

Director

14/14 times(100%)

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

-6-

Candidate
No.

Name
(Date of birth)

2

March 1971
March 2005
March 2010
March 2011
March 2013
March 2019

Number of theCompany’s
shares owned

Joined the Company
Director
Managing Director
Representative Director
87,205 shares
Representative Director and President
Re-election
Representative Director, President and Chief
Male
Executive Officer
March 2023
Chairman and CEO (incumbent)(Reasons for nominating as candidate for Director)
Mr. Zaiki, having served as President of the Company since March 2013 and having been serving as
Chairman since March 2023, drives the business management of the Group with a strong leadershipand decision-making ability toward achieving its long-term vision and the Medium-term Management
Plan. He is nominated for the position of Director with the expectation that he will contribute to therealization of the Company’s management vision of “Offering manufacturing solutions that will makeus a company known and sought after worldwide,” with his high level of knowledge in corporate
management and domestic and overseas industries.
April 1991
Joined the Company
March 2018
Director General Manager, Corporate Planning
Department General Manager, Personnel andGeneral Affairs Department General Manager,
Audit Department
March 2019
Director and Corporate Officer in charge ofbusiness administration units
Makoto Araga March 2020
Managing Director and Managing Corporate(October 11,
Officer in charge of business administration
1968)
units
27,177 shares
March 2021
Representative Director and Managing
Re-election
Corporate Officer in charge of businessMaleadministration units
March 2022
Representative Director and Senior Managing
Corporate Officer in charge of businessadministration units and Head of Sustainability
Promotion Office and President of Nitto KoshinCo., Ltd.
March 2023
President and COO, General Manager,
Corporate Strategy Division (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 COO, having been serving as President since March 2023. As General Manager of the
Corporate Strategy Division, Mr. Araga also plays a central role in various ways, such as working
towards achieving the Medium-term Management Plan, promoting sustainability management,
reinforcing governance, and pursuing regional vitalization and health and productivity management
under our founding philosophy. We expect that he will continue to play a leading role, and we continue
to nominate him as a candidate for Director.
Masami Zaiki(October 22,
1950)

1

Brief profile, position and responsibility,
and significant concurrent positions-7-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
October 1989
April 2011

3

Number of theCompany’s
shares owned

Joined the Company
General Manager, Manufacturing Department,
Control System Division
October 2014
General Manager, Production Engineering
Shigehiro
Department
YamazoeMarch 2017
Director, General Manager, Control System(February 15,
Division General Manager, Production
1960)
14,602 shares
Engineering Department
March 2019
Director and Corporate Officer, General
Re-election
Manager, Control System Division General
Male
Manager, Production Engineering Department
March 2023
Director and Corporate Officer, General
Manager, R&D & Production Technology
Division and General Manager, Control
System Division (incumbent)(Reasons for nominating as candidate for Director)
Mr. Yamazoe has extensive knowledge of the inspection equipment industry through managing theControl System Division. As an officer in charge of R&D and production engineering units, heexercises leadership for promotion of each research theme and development of new businesses as wellas our environment control activities towards improving global environments. He continues to be a
candidate for Director in anticipation of his role in the expansion of the Control System business in theMedium-term Management Plan, environmental responsiveness in all business activities, andinnovative research and development.

-8-

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
Managing Director of Shiho Screw IndustrialCo., Ltd. and Chairman of Nitto Precision
Screw Industrial (Zhejiang) Co., Ltd.
October 2012
General Manager, Quality Control Department,
Fastener Division, the Company
March 2015
Director, Deputy General Manager of Fastener
Division and General Manager ofNobuhiro
Manufacturing Division
UejimaMarch
2016Director, General Manager of Fastener(August 4, 1959)
21,328 shares
Division and Quality Control Division
March
2019
Director
andCorporate
OfficerinchargeofRe-election
branch administration units and Tokyo Branch
MaleManagerMarch 2021
Director and Corporate Officer, General
Manager of Business Department, Medical
New Business Division in charge of research &development unit, General Manager, Research& Development Department
March 2023
Director and Corporate Officer, General
Manager, New Medical Division (incumbent)(Reasons for nominating as candidate for Director)
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. He continues to be a candidate for Director in anticipation of his role in the
expansion of the medical business in the Medium-term Management Plan, including the practicalapplication of in vivo dissolvable high-purity magnesium materials for medical use and thedevelopment of medical devices.

-9-

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
April 1987
April 2015
March 2018

5

6

Number of theCompany’s
shares owned

Joined the Company
General Manager of Finance Department
Director and General Manager of Finance
Department
ShinichiMarch 2019
Director and Corporate Officer in charge of
Matsumotofinance unit, General Manager of Finance(October 16,
Department
1964)
13,952 shares
March 2020
Director and Corporate Officer in charge offinance and audit units
Re-election
March 2022
Director and Corporate Officer in charge ofMalefinance and branch administration units
March 2023
Director and Corporate Officer, General
Manager, Financial Strategy Division andGeneral Manager, Domestic Business Division(incumbent)(Reasons for nominating as candidate for Director)
Mr. Matsumoto contributes from a financial aspect to the management of our Company Group by
utilizing his extensive knowledge in accounting and finance, while providing leadership in improving
the management of bases in Japan and strengthening the governance structure. He continues to be a
candidate for Director in anticipation of his role in the financial strategy of the Medium-termManagement Plan and in supporting business expansion at bases in Japan.
April 1985
Joined the Company
October 2013
Branch Manager, Osaka Branch
April 2015
Branch Manager, Nagoya Branch General
Motoki AsaiManager, Sales Department, Fastener Division(January 14,
March 2019
Corporate Officer, Deputy General Manager of1967)
Fastener Division
9,405 shares
March 2020
Corporate Officer, General Manager ofRe-election
Fastener Division
Male
March 2022
Director and Corporate Officer, General
Manager, Fastener Division
March 2023
Director and Corporate Officer, General
Manager, Fastener Division (incumbent)(Reasons for nominating as candidate for Director)
Mr. Asai contributes to the growth of the Fastener Business by leveraging his extensive knowledge ofthe fastener 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 business domain throughgroup-wide collaboration. He continues to be a candidate for Director in anticipation of his role inexpanding the Fastener Business in the Medium-term Management Plan and improving management
efficiency by optimizing the Group.

- 10 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
April 1989
July 2002
October 2006

7

Number of theCompany’s
shares owned

Joined the Company
Resigned from the Company
Registered as a practicing attorney (Kyoto Bar
Association) (incumbent)
Established Shiomi Law Office (Kyoto City)
Mitsuru Shiomi April 2007
Relocated Shiomi Law Office (Fukuchiyama(July 29, 1962)
City) (incumbent)
March 2008
Registered as Certified Public Tax Accountant
Re-election(Kinki Certified Public Tax Accountants’
19,343 shares
Male
Association)
OutsideMarch 2016
Outside Director of the Company (incumbent)
May 2019
Audit & Supervisory Board Member, SATO,
Independent
Inc.
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 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, healso 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. He
continues to be nominated as an outside Director with the expectation that he will provide advice on
intellectual property and financial strategies, in addition to ensuring the transparency of the Board of
Directors.

- 11 -

Candidate
No.

Name
(Date of birth)

Brief profile, position and responsibility,
and significant concurrent positions
August 1998

8

Number of theCompany’s
shares owned

Professor, Department of Material Chemistry,
Graduate School of Engineering, Kyoto
University
December 2006 President, Kyoto City Innovation Center
President, Nanotechnology Hub, Kyoto
Kazuyuki Hirao January 2013
University(May 29, 1951)
July 2014
Chairman, Kyoto Green Chemical Network(incumbent)
Re-election
5,716 shares
March 2017
Outside Director of the Company (incumbent)
MaleApril 2017
Professor Emeritus (incumbent) and Specially
OutsideAppointed Professor, Kyoto University
Independent
April 2017
President, Advanced Chemical Technology
Center in Kyoto (incumbent)
June 2017
President, The Ceramic Society of Japan
April 2018
President, Katsura Innovation Center in Kyoto(incumbent)(Reasons for nominating as candidate for Outside Director and outline of expected roles)
Mr. Hirao has experience as head of many organizations and extensive knowledge as university
professor, 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 and determining their remuneration and in setting the succession plan for theCEO, etc. He continues to be nominated as an outside Director with the expectation that he will provide
advice on monozukuri (manufacturing) contributing to the market materiality and financial strategies,
in addition to ensuring the transparency of the Board of Directors.

- 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 and Social
Security Attorneys)
KonomiJanuary 2000
Established Katsumi Labor and Social Security
KatsumiAttorney Office (incumbent)(September 10, September 2005 Founder and President of Three by Three
1964)
April 2007
Industrial Counselor (certified by the
Association of Industrial
1,482 shares
Re-electionCounselors) (incumbent)
FemaleApril 2007
Registered as a Specified Labor and Social
Security Attorney (SR-KYOTO
OutsideAssociation) (incumbent)
Independent
April 2008
Career consultant (incumbent)
March 2019
Outside Director of the Company (incumbent)
July 2019
Representative Director, Three by Three Co.,
Ltd. (incumbent)(Reasons for nominating as candidate for Outside Director and 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 theCEO, etc. She continues to be nominated as an outside Director with the expectation that she will
provide advice on human capital management to revitalize the organization, in addition to ensuringtransparency of the Board of Directors.

- 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 eight 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 seven years at the conclusionof the Annual Meeting of Shareholders.
5.
Ms. Konomi Katsumi’s term in office as Outside Director of the Company will be five 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 reelected. The amount of liability under the agreement shall be limited to the minimum amount provided for bylaws 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, etc. to be incurred by an insured entity. If nominees are re-elected,
they will continue to be included as the insured under the insurance policy. The next renewal is expected to bewithout alteration.

- 14 -

Item No. 3 Election of Two (2) Auditors
The term of office of Auditor Akira Kitatani and Hirokazu Tagano will expire at the conclusion of theAnnual Meeting of Shareholders. Accordingly, the Company requests the election of two (2) Auditors.
In addition, the Board of Auditors has given consent to this proposed Item.
The candidate for Auditor is as follows.
Candidate
No.

Name(Date of birth)2

April 1984
October 2005
October 2011

Number of theCompany’s
shares owned

Joined the Company
General Manager, Planning Department(December 25,
General Manager, Planning Department
1960)
General Manager, Internal Control Promotion
17,776 shares
Department
Re-election
October 2014
Branch Manager, Tokyo Brach
Male
March 2020
General Manager, Audit Department
March 2021
Corporate Auditor (incumbent)(Reasons for nominating as candidate for Auditor)
Mr. Akira Kitatani assumed the position of Auditor in March 2021, and has been responsible for
auditing the Company based on the insight he has accumulated in the internal audit at the Company,and his broad knowledge as a corporate person, including compliance. We continue to nominate Mr.
Kitatani as a candidate for Auditor as we think he will appropriately perform audit and supervisionduties at the Company.
April 1985
Joined the Bank of Kyoto, Ltd.
Masahiko Naka June 2012
Director, the Bank of Kyoto, Ltd.
(June 20, 1960) June 2015
Managing Director, the Bank of Kyoto, Ltd.
June 2017
Senior Managing Director, the Bank of Kyoto,
New candidate
0 shares
Ltd.
Male
June 2019
Standing Corporate Auditor, the Bank of
Kyoto, Ltd.
OutsideJune
2023
President, Kyoto Soken Institute Co., Ltd.
Independent(currently Kyoto Soken Consulting Co., Ltd.)(Reasons for nominating as candidate for outside Auditor)
We have nominated Mr. Naka as a candidate for Outside Auditor as we think he will apply his
advanced knowledge of corporate finance gained from his long years of experience at financial
institutions to improve soundness and transparency of the Company’s auditing operations from an
independent standpoint.

Akira Kitatani

1

Brief profile, position,and significant concurrent positions

Notes:
1.
There are no special conflicts of interest between Mr. Kitatani and Mr. Naka and the Company.
2.
Mr. Naka is a new candidate for Outside Auditor.
3
There is no business relationship between Kyoto Soken Consulting Co., Ltd., where Mr. Naka serves as the
President, and the Company.
4.
Mr. Naka satisfies the independence criteria stipulated by the Tokyo Stock Exchange in addition to therequirements for an outside auditor prescribed by the Companies Act. If he is elected, the Company will designate
him as an independent officer and file the designation with the Exchange.
5.
If Mr. Naka is elected as Auditor, the Company will conclude an agreement with him to limit his liability under
Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article 427, Paragraph 1 of the same
Act. The amount of liability under the agreement shall be limited to the minimum amount provided for by laws
and regulations.
6.
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. Kitatani is re-elected,
he will continue to be included as the insured under the insurance policy. If Mr. Naka is elected, he will be
included as the insured under the insurance policy. The next renewal is expected to be without alteration.

- 15 -

<Reference> Skill Matrix for Directors and Auditors (Planned) after Election
If Items No. 2 and No. 3 are approved as proposed, the composition of Directors and Auditors will be as
shown below. In light of the Company’s management strategy, we have elected those with expertise andexperience to enable the Company to make appropriate and prompt decisions and supervise execution.
Name

Director

Masami Zaiki

Corporate
Overseas
Legal
Operations,
Finance,Technology, Sales,
Operation, Sustainability,
Affairs,
ESG
Organizational
Accounting Innovation Marketing Global
GovernanceManagement
Awareness●●

Makoto Araga●

Shigehiro Yamazoe●●

Nobuhiro Uejima●●

Shinichi Matsumoto
Motoki Asai

●

●

●

●

●
●

Mitsuru Shiomi (Outside)●

AuditorKazuyuki Hirao (Outside)
Konomi Katsumi (Outside)●

Akira Kitatani●

Shinichiro Morita (Outside)●●

Masahiko Naka (Outside)

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Item No. 4: Election of One (1) Substitute Auditor
As the appointment of a Substitute Auditor will expire at the commencement of this Annual Meeting of
Shareholders, in preparing for the event where the number of Outside Auditors stipulated by law is not met,
the Company requests the election of Mr. Hiroto Shikata as a substitute for Outside Auditor Shinichiro
Morita and Outside Auditor Masahiko Naka, who will assume the office of Outside Auditor if Item No. 3
is approved as proposed.
In addition, the Board of Auditors has given consent to this proposed Item.
The candidate for substitute Auditor is as follows.
Name(Date of birth)

Brief profile, position, and significant concurrent positions
April 1995

Number of theCompany’s
shares owned

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
November
2007
Registered as Certified Public Tax Accountant (Kinki(July 27, 1968)
Certified Public Tax Accountants’
Association) (incumbent)
0 shares
OutsideJuly 2011
Established MHC Advisory Service Co., Ltd.
Independent
President (incumbent)
Male
July 2017
Established MHC Tax Co.
Representative Partner (incumbent)
June 2019
Vice Chairman, The Japanese Institute of Certified Public
Accountants, KeijikaiJune 2022
Vice Chairman, Kyoto Small and Medium EnterpriseManagement Consultant Association (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 expect he will utilize such knowledge for enhancing the soundness andtransparency of 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 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 office, the Company will conclude an agreement with
him to limit his liability under Article 423, Paragraph 1 of the Companies Act pursuant to the provisions of Article
427, Paragraph 1 of the same 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 office as Auditor, he will be included as the insured under the insurance policy. The next
renewal is expected to be without alteration.

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