Note: This document has been translated from a part of the Japanese original for reference purposes
only. In the event of any discrepancy between this translated document and the Japanese original, theoriginal shall prevail.
(Stock Exchange Code 4246)
June 1, 2022
To Shareholders with Voting Rights:
Nariaki Uchida
Representative Director and President
DaikyoNishikawa Corporation
5-1 Jike Industrial Park, Higashi
Hiroshima City, Hiroshima, JapanNOTICE OF
THE 15TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 15th Annual General Meeting of Shareholders of DaikyoNishikawa
Corporation (the “Company”). The meeting will be held for the purposes as described below.
In lieu of attending the meeting, you can exercise your voting rights in writing or by electromagnetic
means (via the internet). Therefore, upon referring to the attached Guide to the Exercise of Voting Rights,
please review the Reference Documents for the Annual General Meeting of Shareholders, and exercise
your voting rights by 5:45 p.m. on Thursday, June 16, 2022, Japan Standard Time.
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m., Japan Standard Time (Reception starts at
9:00 a.m.)

2. Place:

4th Floor Hall (Hibiki) of the Head Office of the Company,
5-1 Jike Industrial Park, Higashi Hiroshima City, Hiroshima, Japan

3. Purpose of Meeting:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Results of
Audits of the Consolidated Financial Statements by the Financial Auditor
and the Board of Auditors for the 15th Fiscal Year (April 1, 2021 - March 31,2022)
2. Non-consolidated Financial Statements for the 15th Fiscal Year (April 1,
2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus Funds
Proposal 1:
Partial Amendment to the Articles of Incorporation
Proposal 2:
Election of Eleven (11) Directors
Proposal 3:
Election of One (1) Auditor
Proposal 4:
Election of Two (2) Substitute Auditors
Proposal 5:― 1 ― Please note that persons other than shareholders, including proxies and their companions who are notshareholders, are not permitted to attend the General Meeting of Shareholders.
 If any revisions are made to the Reference Documents for Shareholders Meeting, the Business Report, theNon-consolidated Financial Statements and the Consolidated Financial Statements, the revised versions will
be posted on the Company’s website (http://www.daikyonishikawa.co.jp/).
To reduce infection risk, and in consideration of fairness to all shareholders, we will refrain from
distributing gifts to shareholders attending the meeting. We ask for your kind understanding in advance.

― 2 ―Guide to the Exercise of Voting Rights
You may exercise your voting rights using the following methods. Please review the Reference Documents
for the Annual General Meeting of Shareholders (from page 6), and exercise your voting rights.
1. Method of exercising voting rights
If attending the General Meeting of Shareholders in person:
Please submit the enclosed Voting Card at the reception desk.
You are also kindly requested to bring this Notice with you to conserve paper resources.
Date and time: 10:00 a.m., Friday, June 17, 2022
(Reception starts at 9:00. a.m.)
If exercising your voting rights in writing:
Please indicate your vote for or against each proposal on the enclosed Voting Card and return it to theCompany.
Voting deadline: To be received by 5:45 p.m., Thursday, June 16, 2022
If exercising your voting rights via the internet:
Please access the voting rights exercise website designated by the Company (https://evote.tr.mufg.jp/)
and enter your vote for or against each proposal.
Voting deadline: 5:45 p.m., Thursday, June 16, 2022
For details, please refer to “Guide to the Exercise of Voting Rights via the Internet” on the next
page
2. If voting rights are exercised more than once
(1) If you exercise your voting rights both in writing and via the internet, your vote via the internet shallbe deemed valid.
(2) If you exercise your voting rights via the internet more than once, only your final vote shall bedeemed valid.

― 3 ―Guide to the Exercise of Voting Rights via the Internet
If exercising your voting rights via the internet, please access the voting rights exercise website designatedby the Company from your smartphone or PC, etc., and follow the on-screen instructions to exercise yourvoting rights by no later than 5:45 p.m., Thursday, June 16, 2022. If you intend to attend the General Meetingof Shareholders in person, there is no need to exercise your voting rights in writing or via the internet.
Scanning the QR Code

Entry by Login ID/Temporary Password

By scanning the QR code, you will not be required
to enter your Login ID/Password.
1.

2.

Voting rights exercise website(https://evote.tr.mufg.jp/)
1. Please access the above website from yoursmartphone or PC, etc.

Please scan the “Login QR code” printed on theenclosed Voting Card stub (right side).

Once you are logged in, please follow the
instructions on the screen and indicate your vote.
*You may exercise your voting rights using the above
method only once.
From the second time you log in to the website, please
follow the instructions, “Entry by Login ID/Temporary
Password” stated on the right.

2.

Please enter the “Login ID” and “Temporary
password” stated on the enclosed Voting Cardstub (right side).

3.

Please enter your “Current password” and your“New password.”

4.

Once you are logged in, please follow the
instructions on the screen and indicate your vote.

■Precautions when exercising your voting rights via the internet(1) The website for exercising your voting rights will be closed every day from 2:00 a.m. to 5:00 a.m.
(2) Depending on the internet usage environment of your smartphone or PC, etc., the services offered by your provider, and the modelof the equipment used, you may not be able to access the voting rights exercise website. For details, please inquire at the Helpdesk
indicated below.
(3) Internet connection fees, communication fees and other fees incurred as a result of accessing the voting rights exercise website
using smartphone or PC, etc. will be borne by the shareholder.

Inquiries about systems, etc.

Securities Agency Division (Helpdesk), Mitsubishi UFJ Trust and Banking Corporation
0120-173-027 (Toll-free)

Office Hours

9:00 a.m. to 9:00 p.m.

■To institutional investors
Institutional investors may use the Electronic Voting System Platform operated by ICJ, Inc., if the application for the use of the
Platform is made in advance.

― 4 ―Measures to prevent Novel Coronavirus Disease epidemic
at the Company’s 15th Annual General Meeting of Shareholders
Requests to shareholders
Shareholders planning to attend the meeting are kindly requested to call off your attendance if you are not ingood physical condition on the day of the meeting.

You can also exercise your voting rights “by mailing the Voting Card” or “via the internet.” Please consider
taking advantage of these methods.

1.


2.



Our response
The chairperson, other speakers, and the staff of the meeting will be wearing face masks or face shields.
Shareholders in attendance who appear to be unwell may be called upon by the meeting staff. We ask for yourkind understanding in advance.

To shareholders attending the meeting
Shareholders are kindly requested to cooperate in body temperature measurement before entering the venue,
as well as in measures including wearing face masks and using alcohol sanitizers.
 We may not let those who look feverish come into the venue. We ask for your kind understanding in advance.

Any material changes in the operation of the meeting will be posted on the Company’s website(http://www.daikyonishikawa.co.jp/).

3.


― 5 ―

REFERENCE DOCUMENTS FOR
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Proposals and Reference Items
Proposal 1: Appropriation of Surplus Funds
The Company considers the return of profits to shareholders to be one of the most important
subjects in corporate management and makes it a basic policy to aim for stable and continuous
dividends by taking into comprehensive consideration its business performance, payout ratio, etc.
Based on the above policy, the Company proposes to pay year-end dividends as follows considering
its business performance during the current fiscal year:
Items related to year-end dividend
1. Type of dividend property:
Money
2. Allocation of dividend property to shareholders and the total amount thereof:
15 yen per share of the Company’s common stock
Total amount of dividend: 1,065,262,515 yen
3. Effective date of distribution of surplus funds:
June 20, 2022

― 6 ―

Proposal 2: Partial Amendment to the Articles of Incorporation
1. Reason for the amendment
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisionsof the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on
September 1, 2022. Accordingly, in order to prepare for the introduction of the system forelectronic provision of materials for general meetings of shareholders, the Articles ofIncorporation of the Company shall be amended as follows:(1) The proposed Article 15, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit thescope of matters to be included in the paper copy to be sent to shareholders who haverequested it.
(3) The provisions for disclosure via Internet and deemed delivery of Reference Documents, etc.
for the General Meeting of Shareholders (Article 15 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions
related to the effective date, etc. shall be established.
2. Details of the amendment
Details of the amendment are as follows:(Underlines indicate the amended parts)
Current

Proposed amendment

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS

Article 13 – Article 14 (Omitted)

Article 13 – Article 14 (Same as current)(Disclosure via Internet and Deemed Delivery ofReference Documents, etc. for General Meeting of
Shareholders)
Article 15 Upon convening the General Meeting of
Shareholders, the Company may deem that the information
required to be described or indicated in the Reference
Documents for the General Meeting of Shareholders,Business Reports, Non-consolidated Financial Statements
and Consolidated Financial Statements shall have been
provided to the shareholders when such information isdisclosed, pursuant to Ordinance of the Ministry of Justice,through a method that uses the Internet.

(Deleted)(Newly established)(Measures for Electronic Provision, etc.)
Article 15 Upon convening the General Meeting of
Shareholders, the Company shall provide information
contained in the Reference Documents, etc. for the General
Meeting of Shareholders electronically.
2. Among the matters to be provided electronically,
the Company may choose not to include all or part of thematters stipulated in the Ordinance of the Ministry ofJustice in the paper copy to be sent to shareholders who
have requested it by the record date for voting rights.

(Newly established)

Supplementary provisions
1. The deletion of Article 15 (Disclosure via Internet andDeemed Delivery of Reference Documents, etc. for General
Meeting of Shareholders) of the current Articles of― 7 ―Current

Proposed amendment
Incorporation and the establishment of the proposed Article
15 (Measures for Electronic Provision, etc.) shall come into
effect on the date of enforcement of the amended provisions
stipulated in the proviso to Article 1 of the supplementaryprovisions of the Act Partially Amending the Companies
Act (Act No. 70 of 2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation shall remain in force with respect to a General
Meeting of Shareholders to be held on a date within six
months from the Effective Date.
3. These supplementary provisions shall be deleted after thelapse of six months from the Effective Date or the lapse of
three months from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

― 8 ―Proposal 3: Election of Eleven (11) Directors
The terms of office of all nine (9) Directors will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the Company proposes to elect eleven (11) Directors.
The candidates for Director are as follows:

Candidate
No.

Name(Date of birth)

Reelection
Nariaki Uchida(Aug. 27, 1957)
1

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1980 Joined Toyo Kogyo Co., Ltd. (currently, Mazda Motor
Corporation)
Mar. 2001 General Manager, Powertrain Production Dept. No. 2,
Hofu Plant of Mazda Motor Corporation
Feb. 2004 Representative Director and Executive Vice Presidentof Auto Alliance International, Inc.
Apr. 2007 Representative Director and Executive Vice Presidentof Toyo Advanced Technologies Co., Ltd. and Deputy
Division Manager, Purchasing Div. of Mazda Motor
Corporation
Apr. 2010 Executive Officer and General Manager, Hofu Plant
of Mazda Motor Corporation
Apr. 2015 Executive Vice President of the Company
Jun. 2015 Representative Director and President of theCompany (to present)

Number ofshares of theCompany’scommonstock held

35,900<Areas of Responsibilities in the Company>
Overall corporate management
Reasons for nomination as a candidate for Director:
As Representative Director and President, Mr. Nariaki Uchida has endeavored to increase corporate value
over the medium- to long-term based on the Company’s management philosophy and strategies byactively expressing his opinions at the Board of Directors meetings, as well as properly supervising themanagement. He possesses an excellent personality and insights to comprehensively recognize themanagement environment and is a highly motivated person who strives to improve his qualities.
Furthermore, he is a person who is able to resolve management challenges promptly and boldly andpossesses business decision-making abilities in a transparent and fair manner. Judging by these activities
and achievements, the Company has nominated him as a candidate for Director.

― 9 ―Candidate
No.

Name
(Date of birth)

Reelection
Satoru Noguchi(April 22, 1959)
2

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1982 Joined the Hiroshima Bank, Ltd.
Apr. 2005 General Manager of Credit Supervising Division II
and Senior Manager of the Hiroshima Bank, Ltd.
Apr. 2010 General Manager, Yokogawa Branch of the Hiroshima
Bank, Ltd.
Apr. 2013 Executive Officer and General Manager, Imabari
Branch of the Hiroshima Bank, Ltd.
Apr. 2015 Managing Executive Officer and Chief Area Officerof the Hiroshima Bank, Ltd.
Apr. 2017 Senior Managing Executive Officer and Chief Area
Officer of the Hiroshima Bank, Ltd.
Apr. 2018 Executive Vice President of the Company
Jun. 2018 Representative Director and Executive Vice Presidentof the Company (to present)

Number ofshares of theCompany’scommonstock held

16,669<Areas of Responsibilities in the Company>
Assistant to President and Internal Audit Office
Reasons for nomination as a candidate for Director:
As Representative Director and Executive Vice President, Mr. Satoru Noguchi has properly assisted theRepresentative Director and President, and has supported the increase of corporate value over the mediumto long-term based on the Company’s management philosophy and strategies by actively expressing his
opinions at the Board of Directors meetings. He possesses an excellent personality and insights tocomprehensively recognize the management environment and is a highly motivated person who strives toimprove his qualities. Furthermore, he is a person who is able to resolve management challenges promptly
and boldly and possesses business decision-making abilities in a transparent and fair manner. Judging by
these activities and achievements, the Company has nominated him as a candidate for Director.

― 10 ―

Candidate
No.

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Reelection

Apr. 1980 Joined Daikyo Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2007 General Manager, Daiwa Production Dept.,
Production Div. of the Company
Apr. 2009 Executive Officer and Deputy Division Manager,
Production Div. of the Company
Apr. 2011 Director and President of DaikyoNishikawa(Thailand) Co., Ltd. and Executive Officer of theCompany
Apr. 2012 Director and President of DaikyoNishikawa(Thailand) Co., Ltd. and Managing Executive
Officer of the Company
Apr. 2014 Senior Managing Executive Officer of the Company
Jun. 2015 Director and Senior Managing Executive Officer of
the Company
Apr. 2021 Director and Executive Vice President of theCompany (to present)

Toshio Hiyama(Apr. 27, 1959)

3

Number ofshares of theCompany’scommonstock held

16,958<Areas of Responsibilities in the Company>
Development Div., Engineering Div., and Research andDevelopment Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s production division, Mr. Toshio Hiyama is wellacquainted with manufacturing technologies. He has abundant experience regarding the Company’s
ideal global business development through his experience as President of the Company’s subsidiary inThailand. He is currently in charge of development division, engineering division and research anddevelopment division, and has detailed knowledge of all aspects of the Company’s business. In addition,
he has actively expressed his opinions based on his career at the Board of Directors meetings. He
possesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities. Furthermore, he is aperson who is able to resolve management challenges promptly and boldly and possesses businessdecision-making abilities in a transparent and fair manner. Judging by these activities and achievements,
the Company has nominated him as a candidate for Director.

― 11 ―

Candidate
No.

Name
(Date of birth)

Reelection
Motoharu
Nishikimura(Jan. 30, 1960)
4

Career summary, positions, areas of responsibilities
and significant concurrent positions
Jul. 1984 Joined Daikyo Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2007 General Manager, Affiliates Managing Dept. of theCompany
Apr. 2009 Deputy Division Manager, Corporate Planning andManagement Div. of the Company
Apr. 2010 Executive Officer and Deputy Division Manager,
Corporate Planning and Management Div. of theCompany
Jan. 2011 Executive Officer and Deputy Division Manager,
Marketing and Sales Div. of the Company
Apr. 2012 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V.
Apr. 2014 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V. and Managing Executive
Officer of the Company
Jun. 2016 Director and Senior Managing Executive Officer of
the Company
Apr. 2017 Director and Senior Managing Executive Officer andCorporate Planning and Management Division
Manager of the Company
Apr. 2019 Director and Senior Managing Executive Officer of
the Company
Apr. 2022 Director and Senior Managing Executive Officer andCorporate Planning Division Manager of theCompany (to present)

Number ofshares of theCompany’scommonstock held

16,645<Areas of Responsibilities in the Company>
Purchasing Div., Corporate Management Div. and Corporate
Planning Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s corporate planning and management division, Mr.
Motoharu Nishikimura is well-acquainted with management strategies. Moreover, through his
experience as President of the Company’s subsidiaries in Mexico, he has abundant experience regarding
the Company’s ideal global business development, as well as detailed knowledge of all aspects of theCompany’s business. In addition, he has actively expressed his opinions based on his career at the Boardof Directors meetings. He possesses an excellent personality and insights to comprehensively recognize
the management environment and is a highly motivated person who strives to improve his qualities.
Furthermore, he is a person who is able to resolve management challenges promptly and boldly andpossesses business decision-making abilities in a transparent and fair manner. Judging by these activities
and achievements, the Company has nominated him as a candidate for Director.

― 12 ―

Candidate
No.

Name
(Date of birth)

Reelection
Fukami Waki
(Aug. 4, 1958)

5

Career summary, positions, areas of responsibilities
and significant concurrent positions
Feb. 1988 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Apr. 2007 General Manager, Production Div. of the Company
Apr. 2011 Deputy Division Manager, Production Div. of theCompany
Aug. 2011 Corporate Planning and Management Division
Manager of the Company
Apr. 2012 Executive Officer and Corporate Administration
Division Manager of the Company
Oct. 2012 Executive Officer and Corporate Planning andManagement Division Manager of the Company
Apr. 2014 Managing Executive Officer and Marketing andSales Division Manager of the Company
Apr. 2017 Senior Managing Executive Officer and Purchasing
Division Manager of the Company
Jun. 2017 Director and Senior Managing Executive Officer andPurchasing Division Manager of the Company
Apr. 2018 Director and Senior Managing Executive Officer of
the Company (to present)

Number ofshares of theCompany’scommonstock held

19,125<Areas of Responsibilities in the Company>
Production Div., Quality Div. and Marketing and Sales Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s production division, Mr. Fukami Waki is well-acquainted
with manufacturing management. Moreover, through his experience of being the central figure in
designing corporate planning, marketing and purchasing strategies as the Division Manager of the
Corporate Planning and Management Division, Marketing and Sales Division and Purchasing Division,
he has abundant experience regarding the Company’s ideal global business development, as well as
detailed knowledge of all aspects of the Company’s business. In addition, he has actively expressed his
opinions based on his career at the Board of Directors meetings. He possesses an excellent personality
and insights to comprehensively recognize the management environment and is a highly motivatedperson who strives to improve his qualities. Furthermore, he is a person who is able to resolve
management challenges promptly and boldly and possesses business decision-making abilities in atransparent and fair manner. Judging by these activities and achievements, the Company has nominatedhim as a candidate for Director.

― 13 ―

Candidate
No.

Name
(Date of birth)

New election
Mitsugi Hataishi(Feb. 4, 1967)
6

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1985 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Apr. 2010 General Manager, Production Management Dept.,
Production Div. of the Company
Apr. 2011 General Manager, Manufacturing Management Dept.,
Production Div. of the Company
Oct. 2013 General Manager, Hachihonmatsu Plant, Production
Div. of the Company
Oct. 2014 Production Division Manager of the Company
Apr. 2016 Adviser of DaikyoNishikawa Mexicana, S.A. de C.V.
and Executive Officer of the Company
Jun. 2016 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V. and Executive Officer of theCompany
Apr. 2019 Managing Executive Officer and Production Division
Manager of the Company
Apr. 2022 Senior Managing Executive Officer of the Company(to present)

Number ofshares of theCompany’scommonstock held

16,840<Areas of Responsibilities in the Company>
Assistant to the Officer in charge of Production Div. and to the
Officer in charge of Quality Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s production division, Mr. Mitsugi Hataishi is wellacquainted with manufacturing management. Moreover, through his experience as President of theCompany’s subsidiary in Mexico, he has abundant experience regarding the Company’s ideal global
business development, as well as detailed knowledge of all aspects of the Company’s business. He
possesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities. Furthermore, he is aperson who is able to resolve management challenges promptly and boldly and possesses businessdecision-making abilities in a transparent and fair manner. Judging by these activities and achievements,
the Company has nominated him as a candidate for Director.

― 14 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
7

Masahiro Idehara(Feb. 15, 1954)

Career summary, positions, areas of responsibilities
and significant concurrent positions
Jun. 1998 Joined as Standing Adviser of JICHODO Co., Ltd.
Sep. 1998 Director of JICHODO Co., Ltd.
Sep. 2000 Representative Director and Senior Managing
Director of JICHODO Co., Ltd.
Sep. 2002 Representative Director and President of JICHODO
Co., Ltd.
Jul. 2010 Representative Director of JICHODO Co., Ltd.
Sep. 2010 Representative Director and Vice Chairman of
JICHODO Co., Ltd.
Sep. 2014 Director and Senior Advisor of JICHODO Co., Ltd.
(to present)
Jun. 2015 Outside Director of the Company (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>
Director and Senior Advisor of JICHODO Co., Ltd.
Representative Director of Genkai Sewing Co., Ltd.
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the apparelindustry, Mr. Masahiro Idehara is actively giving advice and suggestions on business operations from an
independent standpoint based on his objective and professional insights, which contribute to the increaseof corporate value. Judging from his advice and suggestions, the Company has determined that hepossesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities, and accordingly has
nominated him as a candidate for Outside Director.

― 15 ―

Candidate
No.

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Reelection

Apr. 1982 Joined Otafuku Sauce Co., Ltd.
Nov. 1996 Director and General Manager of the Marketing andSales Division, Osaka Branch of Otafuku Sauce Co.,
Ltd.
Oct. 2002 Senior Managing Director and Engineering and
Production Division Manager of Otafuku Sauce Co.,
Ltd.
Oct. 2003 Senior Managing Director and Marketing and Sales
Division Manager of Otafuku Sauce Co., Ltd., andRepresentative Director and President of Otafuku
Vinegar Brewery Co., Ltd.
Oct. 2005 Representative Director and President of Otafuku
Sauce Co., Ltd., and Representative Director andChairman of Union Sauce Co., Ltd.
Oct. 2015 Representative Director and President of Otafuku
Holdings Co., Ltd. (to present)
Jun. 2017 Outside Director of the Company (to present)
Jun. 2017 Chairman of Hiroshima Tourism Association (topresent)
Jan. 2022 President of UNITAR ASSOCIATION (to present)

OutsideIndependent
8

Shigeki Sasaki(Jul. 28, 1959)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Representative Director and President of Otafuku Holdings Co.,
Ltd.
Chairman of the Board of Otafuku Foods (Qing Dao) Co., Ltd.
Chairman of Hiroshima Tourism Association
President of UNITAR ASSOCIATION
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the food industry,
Mr. Shigeki Sasaki is actively giving advice and suggestions on business operations from an independent
standpoint based on his objective and professional insights, which contribute to the increase of corporate
value. Judging from his advice and suggestions, the Company has determined that he possesses an
excellent personality and insights to comprehensively recognize the management environment and is ahighly motivated person who strives to improve his qualities, and accordingly has nominated him as a
candidate for Outside Director.

― 16 ―

Candidate
No.

9

10

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Number ofshares of theCompany’scommonstock held

Jul. 2011 Joined AYUMI Audit Corporation
Aug. 2012 Registered as a certified public accountant
Nov. 2012 Registered as a certified public tax accountant
Dec. 2012 Opened Haruko Murata Certified Public Accountant
and Certified Public Tax Accountant Office;Reelection
Representative of Haruko Murata Certified Public
Accountant and Certified Public Tax Accountant
OutsideOffice (to present)
NoneJul. 2017 Partner of Choshu Audit Corporation (to present)
Jun. 2021 Outside Director of the Company (to present)
Independent
Jun. 2021 Outside Director of CHUDENKO CORPORATION
Haruko Murata(to present)(Apr. 18, 1968)<Significant concurrent positions>Representative of Haruko Murata Certified Public Accountant
and Certified Public Tax Accountant OfficePartner of Choshu Audit Corporation
Outside Director of CHUDENKO CORPORATION
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Although Ms. Haruko Murata has not been involved in the management of a company in the past, having
obtained a Master of Business Administration, and based on her abundant knowledge and experience asa certified public accountant and a certified public tax accountant, she is actively giving advice andsuggestions on business operations from an independent standpoint based on her objective andprofessional insights, which contribute to the increase of corporate value. Judging from her advice andsuggestions, the Company has determined that she possesses an excellent personality and insights tocomprehensively recognize the management environment and is a highly motivated person who strives
to improve her qualities, and accordingly has nominated her as a candidate for Outside Director.
Mar. 1988 Joined Mazda Motor Corporation
Feb. 2014 General Manager, Powertrain Production Dept. No.4
of Mazda Motor Corporation
Apr. 2016 Executive Vice President of Mazda Powertrain
Manufacturing (Thailand) Co., Ltd.
Apr. 2018 President and CEO of Mazda Powertrain
New election
Manufacturing (Thailand) Co., Ltd.
Oct.
2020
Deputy General Manager, Production Engineering
OutsideNone
Div. of Mazda Motor Corporation
Apr. 2021 General Manager, Production Engineering Div. of
Taketo Hironaka
Mazda Motor Corporation(Mar. 11, 1966)
Apr. 2022 Executive Officer in charge of Production
Engineering and Business Logistics of Mazda Motor
Corporation (to present)<Significant concurrent positions>Executive Officer of Mazda Motor Corporation
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the automobile
industry, Mr. Taketo Hironaka is expected to actively give advice and suggestions on business operations
from an independent standpoint based on his objective and professional insights, which contribute to theincrease of corporate value. Judging by these activities, the Company has determined that he possesses
an excellent personality and insights to comprehensively recognize the management environment and isa highly motivated person who strives to improve his qualities, and accordingly has nominated him as a
candidate for Outside Director.

― 17 ―

Candidate
No.

11

Name
(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions

Number ofshares of theCompany’scommonstock held

Apr. 1973 Joined The Chugoku Electric Power Co., Inc.
Jun. 2005 Senior General Manager and General Manager(Accounting), Energia Business Division of The
Chugoku Electric Power Co., Inc.
Jun. 2007 Executive Officer and General Manager(Supervision), Energia Business Division of The
Chugoku Electric Power Co., Inc.
Feb. 2008 Executive Officer and General Manager(Supervision), Group Management Promotion
Division of The Chugoku Electric Power Co., Inc.
Jun. 2008 Managing Director and General Manager, Corporate
Planning Division of The Chugoku Electric Power
New election
Co., Inc.
Jun.
2010
Managing Director and General Manager, Group
OutsideManagement Promotion Division of The Chugoku
NoneElectric Power Co., Inc.
Independent
Jun. 2011 Director and Vice President, and General Manager,
Sales Business Division of The Chugoku Electric
Hirofumi Obata
Power Co., Inc.
(Dec. 29, 1950)
Jun. 2012 Director and Vice President, and General Manager,
Customer Service Division of The Chugoku ElectricPower Co., Inc.
Jun. 2014 Representative Director and President of
CHUDENKO CORPORATION
Jun. 2018 Representative Director and Chairman of
CHUDENKO CORPORATION
Jun. 2021 Advisor of CHUDENKO CORPORATION (topresent)<Significant concurrent positions>
Advisor of CHUDENKO CORPORATION
Reasons for nomination as a candidate for Outside Director and overview of expected roles:
Based on his abundant knowledge and experience as a member of a management team in the electricity
industry, Mr. Hirofumi Obata is expected to actively give advice and suggestions on business operations
from an independent standpoint based on his objective and professional insights, which contribute to theincrease of corporate value. Judging from the activities in his career, the Company has determined that hepossesses an excellent personality and insights to comprehensively recognize the management
environment and is a highly motivated person who strives to improve his qualities, and accordingly has
nominated him as a candidate for Outside Director.

(Notes) 1. Mr. Masahiro Idehara, Mr. Shigeki Sasaki, Ms. Haruko Murata, Mr. Taketo Hironaka, and Mr.
Hirofumi Obata are candidates for Outside Director as prescribed in Article 2, Paragraph 3, Item
7 of the Ordinance for Enforcement of the Companies Act.
2. Mr. Taketo Hironaka is an Executive Officer of Mazda Motor Corporation, one of theCompany’s major customers, which falls under the specified related business operator of theCompany. There are no special interests between the other candidates and the Company.
3. The Company has designated Outside Director Mr. Masahiro Idehara, Mr. Shigeki Sasaki, and
Ms. Haruko Murata as independent directors in accordance with the regulations of the Tokyo
Stock Exchange, Inc. and registered them as such with the Exchange. The Company will register
Mr. Masahiro Idehara, Mr. Shigeki Sasaki, Ms. Haruko Murata, and Mr. Hirofumi Obata as
independent directors with the Exchange if this proposal is approved as proposed.
4. There is no special relationship to be disclosed between the Company and any of JICHODO
Co., Ltd., Genkai Sewing Co., Ltd., Otafuku Holdings Co., Ltd., Otafuku Foods (Qing Dao) Co.,
Ltd., Hiroshima Tourism Association, UNITAR ASSOCIATION, Haruko Murata Certified
Public Accountant and Certified Public Tax Accountant Office, Choshu Audit Corporation, and
CHUDENKO CORPORATION.
5. The Company has entered into agreements with Mr. Masahiro Idehara, Mr. Shigeki Sasaki, and
Ms. Haruko Murata pursuant to Article 427, Paragraph 1 of the Companies Act to limit the― 18 ―

liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations. If their election is approved
as proposed, the Company will continue the same liability limitation agreements with them.
Additionally, if this proposal is approved as proposed, the Company will enter into similar
agreements to limit the liability for damages with Mr. Taketo Hironaka and Mr. Hirofumi Obata.
6. The Company has a directors and officers liability insurance policy with an insurance company
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers
legal compensation for damages and litigation costs to be borne by the insured persons. The
Company intends to include each of the candidates as insured persons of this insurance policy.
7. Mr. Masahiro Idehara shall have served as the Company’s Outside Director for seven (7) years
at the conclusion of this Annual General Meeting of Shareholders.
8. Mr. Shigeki Sasaki shall have served as the Company’s Outside Director for five (5) years at
the conclusion of this Annual General Meeting of Shareholders.
9. Ms. Haruko Murata shall have served as the Company’s Outside Director for one (1) year at theconclusion of this Annual General Meeting of Shareholders.

― 19 ―

Proposal 4: Election of One (1) Auditor
Auditor Mr. Kazuo Kiyomune will resign from his position as Auditor at the conclusion of thisAnnual General Meeting of Shareholders. Accordingly, the Company proposes to elect one (1) new
Auditor. This proposal is submitted with the consent of the Board of Auditors.
The candidate for Auditor is as follows:

Name(Date of birth)

Career summary, positions
and significant concurrent positions
Apr. 1989
Oct. 2006
Apr. 2009
Apr. 2011

New election
OutsideMinoru Fujihiro(Jun. 15, 1965)

Oct. 2014
Apr. 2016
Apr. 2020
Apr. 2022
Jun. 2022

Joined the Hiroshima Bank, Ltd.
Section Manager, Investment Banking Division of theHiroshima Bank, Ltd.
General Manager, Yoshijima Branch of the Hiroshima Bank,
Ltd.
General Manager of Public Relations and Regional
Contribution Office, Management Planning Division of theHiroshima Bank, Ltd.
General Manager, Akebono Branch of the Hiroshima Bank,
Ltd.
General Manager of Investment Banking Division of theHiroshima Bank, Ltd.
Executive Officer and General Manager of Head OfficeBusiness Department of the Hiroshima Bank, Ltd.
Managing Executive Officer of the Hiroshima Bank, Ltd. (topresent)
Director and Managing Executive Officer of the Hiroshima
Bank, Ltd. (scheduled to be appointed)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Managing Executive Officer of the Hiroshima Bank, Ltd.
Reasons for nomination as a candidate for Outside Auditor:
Based on his highly professional knowledge and abundant experience as a member of a management team in thefinancial industry, Mr. Minoru Fujihiro is expected to actively give advice and suggestions on business operations
from an independent standpoint based on his objective and professional insights, which contribute to theenhancement of the auditing function of the Company. Additionally, the Company has determined that he possesses
an excellent personality and insights capable of conducting audits from a broad and professional standpoint, andaccordingly has nominated him as a candidate for Auditor.

(Notes) 1. Mr. Minoru Fujihiro is a candidate for Outside Auditor as prescribed in Article 2, Paragraph 3,
Item 8 of the Ordinance for Enforcement of the Companies Act.
2. Mr. Minoru Fujihiro is a Managing Executive Officer of Hiroshima Bank, Ltd., one of theCompany’s major lenders, which falls under the specified related business operator of theCompany.
3. If this proposal is approved as proposed, the Company intends to enter into an agreement with
Mr. Minoru Fujihiro pursuant to Article 427, Paragraph 1 of the Companies Act to limit theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations.
4. The Company has a directors and officers liability insurance policy with an insurance company
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers
legal compensation for damages and litigation costs to be borne by the insured persons. The
Company intends to include Mr. Minoru Fujihiro as an insured person of this insurance policy.

― 20 ―

[Reference]
Skills matrix of the Board of Directors and the Board of Auditors after this Annual General Meetingof Shareholders
Expertise and experience particularly expected

Name

Position at the Company

Corporate
Globalmanagement experience

Representative
Director and President
Representative
Director and Executive
Vice President
Director and Executive
Vice President
Director and Senior
Managing Executive
Officer
Director and Senior
Managing Executive
Officer
Director and Senior
Managing Executive
Officer●

Masahiro Idehara

Outside Director●

Shigeki Sasaki

Outside Director●

Haruko Murata

Outside Director●

Taketo Hironaka

Outside Director●

Hirofumi Obata

Outside Director●

Norihiko Shigemoto

AuditorKeiko Fujimoto

Outside Auditor

Minoru Fujihiro

Outside Auditor

Nariaki Uchida
Satoru Noguchi
Toshio Hiyama
Motoharu Nishikimura
Fukami Waki
Mitsugi Hataishi

Planning/
IT/Human
resource
development●

R&D/
Production/
Development/ Procurement/
Quality
Technology

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●
●

●

●

●

●

●

●
●

●

●

●

●

●

●
●

●
●

(Notes) 1. ● indicates expertise and experience particularly expected of each Director and Auditor.
2. The table shown above does not represent all the expertise and experience possessed by Directors and Auditors.

― 21 ―●●●●

Legal affairs/
Riskmanagement

●

●

●

Sales/
Finance/
Marketing Accounting●●Proposal 5: Election of Two (2) Substitute Auditors
The election of the current Substitute Auditors shall remain in effect until the start of this Annual
General Meeting of Shareholders. Accordingly, to prepare for situations in which the number ofAuditors falls short of three (3) Auditors, the number required by laws and regulations, the Company
proposes to once again elect two (2) Substitute Auditors. Mr. Yukio Shoji will be elected as a candidate
for internal Auditor, and Ms. Hiroko Tani will be elected as a candidate for Outside Auditor.
It is also proposed that the election be made revocable by the resolution of the Board of Directors
with the consent of the Board of Auditors, provided that such resolution takes place before his/herelection.
This proposal is submitted with the consent of the Board of Auditors.
The candidates for Substitute Auditor are as follows:

Candidate
No.

1

Name
(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany’scommonstock held

Apr. 1990 Joined Nishikawa Kasei Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Jan. 2012 Vice President of DaikyoNishikawa KaiYang Auto
Parts (Nanjing) Co., Ltd. (currently, DaikyoNishikawa
TongYang Auto Parts (Nanjing) Co., Ltd.)
Apr. 2016 General Manager of Accounting Dept., Corporate
Internal
Planning and Management Division of the Company
3,800
Apr. 2017 General Manager of Personnel and Administration
Yukio Shoji
Dept., Corporate Planning and Management Division(Nov. 24, 1967)of the Company
Apr. 2019 Chairman and General Manager of DaikyoNishikawa
TongYang Auto Parts (Nanjing) Co., Ltd.
Apr. 2022 Executive Officer and Corporate Administration
Division Manager of the Company (to present)
Reasons for nomination as a candidate for Substitute Auditor:
Having held important posts in the Company’s corporate planning and management division, Mr. Yukio
Shoji is well-acquainted with management strategies. Moreover, through his experience as President of
the Company’s subsidiary in China, he has abundant experience regarding the Company’s ideal global
business development, as well as detailed knowledge of the Company’s business. In addition, he isexpected to actively give advice and suggestions as Auditor, based on his career. Judging from theactivities in his career, the Company has determined that he possesses an excellent personality andinsights capable of conducting audits from a broad and professional standpoint, and accordingly has
nominated him as a candidate for Substitute Auditor.

― 22 ―

Candidate
No.

Name
(Date of birth)

OutsideHiroko Tani
(Jul. 3, 1955)
2

Career summary, positions
and significant concurrent positions
Nov. 1982 Joined Asahi Accounting Audit Corporation(currently, KPMG AZSA LLC)
Aug. 1989 Registered as certified public accountant
Jun. 2004 Partner of KPMG AZSA & Co. (currently, KPMG
AZSA LLC)
Jul. 2018 Opened Tani Certified Public Accountant Office (topresent)
Jul. 2019 Representative Partner of Choshu Audit Corporation(to present)
Jun. 2020 Director and Audit & Supervisory Committee
Member of Kyushu Electric Power Company,
Incorporated (to present)
Jun. 2022 Director and Audit and supervisory committee
member of Hirogin Holdings, Inc. (scheduled to beappointed)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Tani Certified Public Accountant Office
Representative Partner of Choshu Audit Corporation
Director and Audit & Supervisory Committee Member ofKyushu Electric Power Company, Incorporated
Reasons for nomination as a candidate for Substitute Outside Auditor:
Although Ms. Hiroko Tani has not been involved in the management of a company in the past, based onher highly professional knowledge and abundant experience in finance and accounting as a certified
public accountant, she is expected to actively give advice and suggestions on business operations froman independent standpoint based on her objective and professional insights. Judging from the activities
in her career, the Company has determined that she possesses an excellent personality and insights
capable of conducting audits from a broad and professional standpoint, and accordingly has nominatedher as a candidate for Substitute Outside Auditor.

― 23 ―

(Notes) 1. Ms. Hiroko Tani is a candidate for Substitute Outside Auditor.
2. There are no special interests between the candidates and the Company.
3. There is no special relationship to be disclosed between the Company and Tani Certified Public
Accountant Office, Choshu Audit Corporation, Kyushu Electric Power Company, Incorporated,and Hirogin Holdings, Inc.
4. If Ms. Hiroko Tani takes office as Outside Auditor, the Company intends to enter into anagreement with her pursuant to Article 427, Paragraph 1 of the Companies Act to limit theliability for damages stipulated in Article 423, Paragraph 1 of the Companies Act to theminimum liability amounts provided for by laws and regulations.
5. The Company has a directors and officers liability insurance policy with an insurance company
as stipulated in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers
legal compensation for damages and litigation costs to be borne by the insured persons. If eachcandidate takes office as Auditor, the Company intends to include them as insured persons of
this insurance policy.

― 24 ―