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 5, 2024
(Commencement Date of Electronic Provision Measures: May 24, 2024)
To Shareholders with Voting Rights:
Nariaki Uchida
Representative Director and President
DaikyoNishikawa Corporation
5-1 Jike-sangyodanchi,
Higashihiroshima-shi, Hiroshima,Japan

NOTICE OF
THE 17TH 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 17th Annual General Meeting of Shareholders of DaikyoNishikawa
Corporation (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken electronic provision measures.
Matters to be provided electronically are posted on the following website on the internet under the “Notice ofthe 17th Annual General Meeting of Shareholders.”
The Company’s website
https://www.daikyonishikawa.co.jp/en/ir/stock/meeting.html
In addition to the website above, the matters to be provided electronically are available on the following
website on the internet.
Tokyo Stock Exchange website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter or search the Company name or securities code, and select “Basic
information” followed by “Documents for public inspection/PR information” to review the information.
In lieu of attending the meeting, you can exercise your voting rights by electromagnetic means (via theinternet) or in writing. Therefore, upon referring to the Guide to the Exercise of Voting Rights posted on thematters to be provided electronically, please review the Reference Documents for the Annual General Meetingof Shareholders, and exercise your voting rights by 5:45 p.m. on Thursday, June 20, 2024, Japan Standard Time.
1. Date and Time:

Friday, June 21, 2024 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-sangyodanchi, Higashihiroshima-shi, 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 Accounting Auditor
and the Board of Auditors for the 17th Fiscal Year (April 1, 2023 - March 31,2024)
2. Non-consolidated Financial Statements for the 17th Fiscal Year (April 1,
2023 - March 31, 2024)― 1 ―Proposals to be resolved:
Proposal 1:
Appropriation of Surplus Funds
Proposal 2:
Election of Eleven (11) Directors
Proposal 3:
Election of One (1) Auditor
Proposal 4:
Election of Two (2) Substitute Auditors 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.
 The documents sent to shareholders requesting written documents do not include the following items
pursuant to laws and regulations and the Company’s Articles of Incorporation. Accordingly, such
documents are a part of the documents audited by the Auditors and the Accounting Auditor in preparing
their audit report.
(i) “Matters Regarding Accounting Auditors” and “System to Ensure the Appropriateness of Business
Activities and the Operating Status of the System” in the Business Report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in
the Consolidated Financial Statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements If any revisions are made to the matters to be provided electronically, the revised versions will be posted oneach website listed above.
 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.
 We will discontinue mailing the written Notice of Resolutions of the Annual General Meeting of
Shareholders from this meeting due to environmental considerations. Please check our website for the resultsof the resolutions.

― 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 5) 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 21, 2024
(Reception starts at 9:00. a.m.)
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 20, 2024
For details, please refer to “Guide to the Exercise of Voting Rights via the Internet” on the next
page.
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.
If there is no indication of approval or disapproval for any of the proposals on the Voting Card, it shallbe deemed as approval.
Voting deadline: To be received by 5:45 p.m., Thursday, June 20, 2024
2. If voting rights are exercised more than once
(1) If you exercise your voting rights both via the internet and in writing, 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 20, 2024. If you intend to attend the General Meetingof Shareholders in person, there is no need to exercise your voting rights via the internet or in writing.
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).

2.

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

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

3.

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

*QR Code is a registered trademark of Denso Wave
Incorporated.
■Precautions when exercising your voting rights via the internet(1) The website for exercising your voting rights will be closed every day from 2:30 a.m. to 4:30 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 ―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:
17 yen per share of the Company’s common stock (including ordinary dividend of 15 yen
and commemorative dividend of 2 yen)
Total amount of dividend: 1,208,779,288 yen
3. Effective date of distribution of surplus funds:
June 24, 2024

― 5 ―

Proposal 2: Election of Eleven (11) Directors
The terms of office of all eleven (11) 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)

New election
Ikuo Sugiyama(May 1, 1963)
1

Career summary, positions, areas of responsibilities
and significant concurrent positions
Mar. 1987 Joined Mazda Motor Corporation
Dec. 2011 General Manager, Powertrain Production Dept. No. 1,of Mazda Motor Corporation
Jun. 2012 General Manager, Powertrain Production Dept. No. 2,of Mazda Motor Corporation
Apr. 2015 Deputy General Manager, Hiroshima Plant of Mazda
Motor Corporation
Apr. 2016 General Manager, Hiroshima Plant of Mazda Motor
Corporation
Dec. 2017 Deputy General Manager, US Production Preparation
Office of Mazda Motor Corporation
Mar. 2018 Deputy General Manager, US Production Preparation
Office of Mazda Motor Corporation and Senior Vice
President of Mazda Toyota Manufacturing, U.S.A.,
Inc.
Apr. 2019 Executive Officer, Deputy General Manager, US
Production Preparation Office of Mazda Motor
Corporation and Senior Vice President of Mazda
Toyota Manufacturing, U.S.A., Inc.
Apr. 2020 Executive Officer of Mazda Motor Corporation andSenior Vice President of Mazda Toyota
Manufacturing, U.S.A., Inc.
Apr. 2022 Executive Officer in charge of Global Quality;
Assistant to the Officer in charge of Cost Innovationof Mazda Motor Corporation
Jun. 2022 Executive Officer in charge of Global Quality and
Cost Innovation of Mazda Motor Corporation
Apr. 2023 Managing Executive Officer in charge of Global
Quality and Cost Innovation of Mazda Motor
Corporation
Apr. 2024 Executive Vice President of the Company (to present)

Number ofshares of theCompany’scommonstock held

None

<Areas of Responsibilities in the Company>
Assistant to President
Reasons for nomination as a candidate for Director:
Mr. Ikuo Sugiyama has properly assisted the Representative Director and President and Executive Vice
President based on his highly professional knowledge and abundant experience as a member of amanagement team in the automobile industry. Moreover, he has supported the increase of corporate value
over the medium- to long-term based on the Company’s management philosophy and strategies as
Executive Vice President. 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
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.

― 6 ―Candidate
No.

Name
(Date of birth)

Reelection
Hideki Toi(Jan. 9, 1963)
2

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1987 Joined the Hiroshima Bank, Ltd.
Apr. 2012 General Manager, Koyo Brach of the Hiroshima
Bank, Ltd.
Apr. 2014 Senior Manager, Business Promotion Dept., Banking
Business Planning Div. of the Hiroshima Bank, Ltd.
Apr. 2015 General Manager, Fukuyamateshiro Branch of theHiroshima Bank, Ltd.
Oct. 2016 General Manager, Fuchu Branch of the Hiroshima
Bank, Ltd.
Apr. 2018 Executive Officer and General Manager, Tokuyama
Branch of the Hiroshima Bank, Ltd.
Apr. 2020 Managing Executive Officer and General Manager,
Eastern Area Headquarters of the Hiroshima Bank,
Ltd.
Apr. 2023 Executive Vice President of the Company
Jun. 2023 Representative Director and Executive Vice Presidentof the Company (to present)

Number ofshares of theCompany’scommonstock held

3,932

<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. Hideki Toi has supported the increase of
corporate value over the medium- to long-term based on the Company’s management philosophy andstrategies by actively expressing his opinions at the Board of Directors meetings, as well as properly
assisting the Representative Director and President. 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.

― 7 ―Candidate
No.

Name
(Date of birth)

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

Reelection

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
Jun. 2022 Director and Senior Managing Executive Officer of
the Company (to present)

Mitsugi Hataishi(Feb. 4, 1967)
3

Number ofshares of theCompany’scommonstock held

23,532<Areas of Responsibilities in the Company>
Production Div. and 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. 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.

― 8 ―Candidate
No.

Name
(Date of birth)

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

Reelection

Apr. 1990 Joined Nishikawa Kasei Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Apr. 2012 General Manager, Initial Stage Administration Dept.,
Engineering Div. of the Company
Oct. 2012 General Manager, Development Dept. 1, Engineering
Div. of the Company
Jan. 2014 General Manager, Assembly Engineering Dept.,
Engineering Div. of the Company
Apr. 2015 Deputy Division Manager, Engineering Div. of theCompany
Apr. 2016 Engineering Division Manager of the Company
Apr. 2017 Representative Director and President of AFT
Corporation and Executive Officer of the Company
Apr. 2020 Representative Director and President of AFT
Corporation and Managing Executive Officer of theCompany
Apr. 2022 Managing Executive Officer and Engineering
Division Manager of the Company
Apr. 2023 Senior Managing Executive Officer of the Company
Jun. 2023 Director and Senior Managing Executive Officer of
the Company (to present)

Hiroyuki
Kawakami(Mar. 10, 1966)
4

Number ofshares of theCompany’scommonstock held

13,025<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 engineering division, Mr. Hiroyuki Kawakami is wellacquainted with manufacturing technologies. He has abundant experience regarding the establishment of
the Company’s ideal production system and 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.

― 9 ―Candidate
No.

Name
(Date of birth)

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

Reelection

Apr. 1986 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Apr. 2007 General Manager, Domestic Sales Dept. 3, Marketingand Sales Div. of the Company
Jul. 2008 Representative Director and President of Kanto
Daikyo Co., Ltd.
Jul. 2010 General Manager, Marketing and Sales Div. of theCompany
Oct. 2010 General Manager, Marketing and Sales Planning
Dept., Marketing and Sales Div. of the Company
Jan. 2012 General Manager, Sales Dept. 2, Marketing and Sales
Div. of the Company
Apr. 2016 Deputy Division Manager, Marketing and Sales Div.
of the Company
Apr. 2017 Marketing and Sales Division Manager of theCompany
Apr. 2018 Executive Officer and Marketing and Sales Division
Manager of the Company
Apr. 2021 Managing Executive Officer and Marketing and Sales
Division Manager of the Company
Apr. 2023 Senior Managing Executive Officer of the Company
Jun. 2023 Director and Senior Managing Executive Officer of
the Company (to present)

Hiroshi Ishida(Jun. 19, 1962)

5

Number ofshares of theCompany’scommonstock held

25,923<Areas of Responsibilities in the Company>
Marketing and Sales Div. and Purchasing Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s marketing and sales division, Mr. Hiroshi Ishida hasabundant experience regarding the Company’s ideal global business development and detailed
knowledge of all aspects of the Company’s business through his experience at the core of customer
strategy as the Marketing and Sales Division Manager. 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.

― 10 ―

Candidate
No.

Name
(Date of birth)

New election
Shigeharu Mifune(Jul. 16, 1963)
6

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1986 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Jun. 2011 General Manager, Engineering Dept. 1, Engineering
Div. of the Company
Oct. 2012 General Manager, Global Development Dept.,
Engineering Div. of the Company
Jan. 2014 General Manager, Mold and Paint Engineering Dept.,
Engineering Div. of the Company
Oct. 2014 General Manager, Mold Engineering Dept.,
Engineering Div. of the Company
Apr. 2016 Deputy Division Manager, Engineering Div. of theCompany
Apr. 2017 Engineering Division Manager of the Company
Apr. 2019 Executive Officer and Engineering Division Managerof the Company
Apr. 2022 Representative Director and President of AFT
Corporation and Managing Executive Officer of theCompany
Apr. 2024 Senior Managing Executive Officer of the Company(to present)

Number ofshares of theCompany’scommonstock held

9,888

<Areas of Responsibilities in the Company>
Assistant to the Officer in charge of Development Div. and to the
Officer in charge of Engineering Div.
Reasons for nomination as a candidate for Director:
Having held important posts in the Company’s engineering division, Mr. Shigeharu Mifune is wellacquainted with manufacturing technologies. He has abundant experience regarding the establishment of
the Company’s ideal production system and detailed knowledge of all aspects of the Company’sbusiness. 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.

― 11 ―

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.
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
7

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.

― 12 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent

8

Haruko Murata(Apr. 18, 1968)

Career summary, positions, areas of responsibilities
and significant concurrent positions
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;Representative of Haruko Murata Certified Public
Accountant and Certified Public Tax Accountant
Office (to present)
Jul. 2017 Partner of Choshu Audit Corporation
Jun. 2021 Outside Director of the Company (to present)
Jun. 2021 Outside Director of CHUDENKO CORPORATION(to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Representative of Haruko Murata Certified Public Accountant
and Certified Public Tax Accountant OfficeOutside 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.

― 13 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideTaketo Hironaka(Mar. 11, 1966)
9

Career summary, positions, areas of responsibilities
and significant concurrent positions
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
Manufacturing (Thailand) Co., Ltd.
Oct. 2020 Deputy General Manager, Production Engineering
Div. of Mazda Motor Corporation
Apr. 2021 General Manager, Production Engineering Div. of
Mazda Motor Corporation
Apr. 2022 Executive Officer in charge of Production
Engineering and Business Logistics of Mazda Motor
Corporation
Jun. 2022 Outside Director of the Company (to present)
Jun. 2022 Executive Officer in charge of Production
Engineering, Business Logistics, Carbon Neutrality,
and Cost Innovation of Mazda Motor Corporation
Apr. 2024 Managing Executive Officer in charge of Production
Engineering, Global Quality, Carbon Neutrality and
Cost Innovation of Mazda Motor Corporation (topresent)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Managing 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 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.

― 14 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent

10

ToshihikoMatsumoto(Aug. 19, 1961)

Career summary, positions, areas of responsibilities
and significant concurrent positions
Apr. 1984 Joined SATAKE CORPORATION
Mar. 2003 General Manager, Sales Division of SATAKEAMERICA LATINA LTDA.
Sep. 2007 President of SATAKE AMERICA LATINA LTDA.
Nov. 2010 General Manager, Management Headquarters of
SATAKE CORPORATION
May 2011 General Manager, Overseas Administration Office of
SATAKE CORPORATION
Sep. 2013 Executive Vice President of SATAKE THAILAND
CO., LTD.
Jul. 2017 Executive Vice President of Tohoku Satake Co., Ltd.
(currently, SATAKE TOHOKU CO., LTD.)
Jun. 2020 General Manager, Management Planning Office,Management Headquarters and Deputy Manager,
Production Headquarters of SATAKECORPORATION
Jun. 2021 Executive Officer of SATAKE CORPORATION
Mar. 2023 Executive Officer, Deputy Manager, Management
Headquarters and Deputy Manager, Production
Headquarters of SATAKE CORPORATION
Jun. 2023 Director, Deputy Manager, Management Headquarters
and Deputy Manager, Production Headquarters of
SATAKE CORPORATION (to present)
Jun. 2023 Outside Director of the Company (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>
Director of SATAKE 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 food industry
general machinery field, Mr. Toshihiko Matsumoto 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 themanagement environment and is a highly motivated person who strives to improve his qualities, andaccordingly 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. 2000 Joined the Hiroshima Bank, Ltd.
Mar. 2002 Joined NITTO SEIMO CO., LTD.
May 2002 Head of the President’s Office of NITTO SEIMO
CO., LTD.
Jul. 2005 Director of NITTO SEIMO CO., LTD.
Jan. 2007 President of NITTO SEIMO CO., LTD. (to present)
Jun. 2007 Outside Director of Hiroshima Television Corporation(to present)
Jun. 2016 Outside Director of Aoyama Trading Co., Ltd. (topresent)
Jun. 2023 Outside Director of the Company (to present)

OutsideIndependent

11

Hiroaki Kobayashi(Jul. 12, 1975)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>
President of NITTO SEIMO CO., LTD.
Outside Director of Hiroshima Television Corporation
Outside Director of Aoyama Trading 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 textile
industry, Mr. Hiroaki Kobayashi 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.

― 16 ―

(Notes) 1. Mr. Shigeki Sasaki, Ms. Haruko Murata, Mr. Taketo Hironaka, Mr. Toshihiko Matsumoto, andMr. Hiroaki Kobayashi 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 a Managing 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. Shigeki Sasaki, Ms. Haruko Murata, Mr.
Toshihiko Matsumoto, and Mr. Hiroaki Kobayashi as independent directors in accordance withthe regulations of the Tokyo Stock Exchange, Inc. and registered them as such with the
Exchange. The Company will register Mr. Shigeki Sasaki, Ms. Haruko Murata, Mr. ToshihikoMatsumoto, and Mr. Hiroaki Kobayashi as independent directors with the Exchange if this
proposal is approved as proposed. Mr. Hiroaki Kobayashi has previously worked for the
Hiroshima Bank, Ltd., the Company’s primary lender. However, since he retired from the bankin March 2002, the Company has determined that he is independent of the Company because hemeets the criteria for assessing the independence of Outside Directors of the Company and therequirements for independent directors as stipulated by the Exchange.
4. There is no special relationship to be disclosed between the Company and any of 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, CHUDENKO CORPORATION, SATAKE CORPORATION, NITTOSEIMO CO., LTD., Hiroshima Television Corporation, and Aoyama Trading Co., Ltd.
5. The Company has entered into agreements with Mr. Shigeki Sasaki, Ms. Haruko Murata, Mr.
Taketo Hironaka, Mr. Toshihiko Matsumoto, and Mr. Hiroaki Kobayashi pursuant to Article 427,
Paragraph 1 of the Companies Act to limit the liability for damages stipulated in Article 423,
Paragraph 1 of the Companies Act to the minimum liability amounts provided for by laws andregulations. If their election is approved as proposed, the Company will continue the same
liability limitation agreements with them.
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. Shigeki Sasaki shall have served as the Company’s Outside Director for seven (7) years at
the conclusion of this Annual General Meeting of Shareholders.
8. Ms. Haruko Murata shall have served as the Company’s Outside Director for three (3) years at
the conclusion of this Annual General Meeting of Shareholders.
9. Mr. Taketo Hironaka shall have served as the Company’s Outside Director for two (2) years at
the conclusion of this Annual General Meeting of Shareholders.
10. Mr. Toshihiko Matsumoto shall have served as the Company’s Outside Director for one (1) year
at the conclusion of this Annual General Meeting of Shareholders.
11. Mr. Hiroaki Kobayashi shall have served as the Company’s Outside Director for one (1) year
at the conclusion of this Annual General Meeting of Shareholders.

― 17 ―

Proposal 3: Election of One (1) Auditor
Auditor Mr. Minoru Fujihiro 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)

New election
OutsideTetsu Imamura(May 10, 1968)

Career summary, positions
and significant concurrent positions
Apr. 1991 Joined the Hiroshima Bank, Ltd.
Oct. 2007 Section Manager, Investment Banking Division of theHiroshima Bank, Ltd.
Oct. 2013 General Manager of Business Support Office, Investment
Banking Division of the Hiroshima Bank, Ltd.
Oct. 2015 General Manager of Financial Services Office, Investment
Banking Division of the Hiroshima Bank, Ltd.
Oct. 2017 General Manager, Fukuoka Branch of the Hiroshima Bank, Ltd.
Apr. 2020 General Manager of Investment Banking Division of theHiroshima Bank, Ltd.
Apr. 2022 Executive Officer and General Manager of Fukuyama Sales
Division of the Hiroshima Bank, Ltd.
Apr. 2024 Managing Executive Officer and General Manager of Solution
Business Division of the Hiroshima Bank, Ltd. (to present)

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. Tetsu Imamura 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. Tetsu Imamura 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. Tetsu Imamura is a Managing Executive Officer of the 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. Tetsu Imamura 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. Tetsu Imamura as an insured person of this insurance policy.

― 18 ―

[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

Ikuo Sugiyama
Hideki Toi

Mitsugi Hataishi

Hiroyuki Kawakami

Hiroshi Ishida

Shigeharu Mifune

Position at the Company

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

Corporate
Globalmanagement experience

●

●

●
●

Planning/
IT/Human
resource
development

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

●

●

●
●

●

●

●

●
●

●

●

●

Haruko Murata

Outside Director●

Taketo Hironaka

Outside Director●●

ToshihikoMatsumotoOutside Director●●

Hiroaki Kobayashi

Outside Director●

Yukio Shoji

Auditor●Keiko Fujimoto

Outside Auditor

Tetsu Imamura

Outside Auditor

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

(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.

― 19 ―

●

●

●
●

●

●

●
●

●

●

●

Outside Director

Legal affairs/
Riskmanagement●●

Shigeki Sasaki

Sales/
Finance/
Marketing AccountingProposal 4: 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. Akira Matsuda 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/her
assumption of office.
This proposal is submitted with the consent of the Board of Auditors.
The candidates for Substitute Auditor are as follows:

Candidate
No.

Name(Date of birth)

Career summary, positions
and significant concurrent positions

Internal

Apr. 1987 Joined Mazda Kasei Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Oct. 2013 General Manager, Nakanoseki Plant, Production Div.
of the Company
Apr. 2018 Chief, U.S. Preparation Office of the Company
Apr. 2020 Vice President of DaikyoNishikawa USA Inc.
Apr. 2023 Quality Division Manager of the Company
Apr. 2024 Executive Officer and Quality Division Manager of
the Company (to present)

Akira Matsuda(Mar. 5, 1969)

Number ofshares of theCompany’scommonstock heldNone

1
Reasons for nomination as a candidate for Substitute Auditor:
Having held important posts in the Company’s quality and production division, Mr. Akira Matsuda iswell-acquainted with Monozukuri strategy. Moreover, through his experience as Vice President of theCompany’s subsidiary in the United States, 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 the activities
in his career, the Company has determined that he possesses an excellent personality and insights capableof conducting audits from a broad and professional standpoint, and accordingly has nominated him as a
candidate for Substitute Auditor.

― 20 ―

Candidate
No.

Name
(Date of birth)

OutsideIndependent
Hiroko 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
Jun. 2020 Director and Audit & Supervisory Committee
Member of Kyushu Electric Power Company,
Incorporated
Jun. 2022 Director and Audit and Supervisory Committee
Member of Hirogin Holdings, Inc. (to present)

Number ofshares of theCompany’scommonstock held

None

<Significant concurrent positions>Representative of Tani Certified Public Accountant OfficeDirector and Audit and Supervisory Committee Member of
Hirogin Holdings, Inc.
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 from an
independent standpoint based on her objective and professional insights. Judging from the activities inher career, the Company has determined that she possesses an excellent personality and insights capableof conducting audits from a broad and professional standpoint, and accordingly has nominated her as a
candidate for Substitute Outside Auditor.

(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. If Ms. Hiroko Tani takes office as Outside Auditor, the Company plans to designate her as anindependent auditor in accordance with the regulations of the Tokyo Stock Exchange, Inc. andregister her as such with the Exchange. Ms. Hiroko Tani has previously worked for the KPMG
AZSA LLC, the Accounting Auditor of the Company. However, since she retired from the
KPMG AZSA LLC in June 2018, the Company has determined that she is independent of theCompany because she meets the criteria for assessing the independence of Outside Auditors of
the Company and the requirements for independent auditors as stipulated by the Exchange.
4. There is no special relationship to be disclosed between the Company and Tani Certified Public
Accountant Office and Hirogin Holdings, Inc.
5. 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.
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. If eachcandidate takes office as Auditor, the Company intends to include them as insured persons of
this insurance policy.
7. Kyushu Electric Power Company, Incorporated, where Ms. Hiroko Tani served as Director and
Audit & Supervisory Committee Member until June 2022, received a cease and desist order anda surcharge payment order pursuant to the provision of the Antimonopoly Act from the Japan
Fair Trade Commission in March 2023, in connection with government contract bids for extrahigh voltage power and high voltage power supply. Moreover, in April 2023, the above company
received a business improvement order pursuant to the Electricity Business Act from the
Ministry of Economy, Trade and Industry concerning unauthorized access to customer
information of other power producers and suppliers. In addition, in July 2023, the above
company received a business improvement order pursuant to the Electricity Business Act from
the Ministry of Economy, Trade and Industry concerning the exchange of information related to― 21 ―

the retail electricity business with the Kansai Electric Power Company, Incorporated as there isa risk of hindering the sound development of the electric utility industry. During her tenure, Ms.
Hiroko Tani worked on preventing violations of laws and regulations by providing opinions andrecommendations from the perspective of group governance, risk management, and compliancewith laws and regulations at meetings of the Board of Directors.

― 22 ―