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 6, 2019
To Shareholders with Voting Rights:
Nariaki Uchida
Representative Director and President
DaikyoNishikawa Corporation
1-4-31 Kitashinchi, Saka-cho,
Aki-gun, Hiroshima, JapanNOTICE OF
THE 12TH 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 12th Annual General Meeting of Shareholders of DaikyoNishikawa
Corporation (the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing by submitting
the Voting Card. If exercising your voting rights in writing, please review the attached Reference
Documents for Shareholders Meeting, indicate your vote for or against each proposal on the enclosed
Voting Card and return it so that it is received by 5:45 p.m. on Thursday, June 20, 2019, Japan
Standard Time.
1. Date and Time:

Friday, June 21, 2019 at 10:00 a.m., Japan Standard Time (Reception starts at
9:00 a.m.)

2. Place:

Banquet room (Yukyu no Ma) 4th floor of Hotel Granvia Hiroshima,
1-5 Matsubara-cho, Minami-ku, 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 12th Fiscal Year (April 1, 2018 - March 31,
2019)
2. Non-consolidated Financial Statements for the 12th Fiscal Year (April 1,2018 - March 31, 2019)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus Funds
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Nine (9) Directors
Proposal 4:
Election of Two (2) Auditors

 For those attending, please submit the enclosed Voting Card at the reception desk. You are also kindly
requested to bring this Notice as meeting materials when you attend.
 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/).

― 1 ―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
Total amount of dividend: 1,204,508,990 yen
3. Effective date of distribution of surplus funds:
June 24, 2019

― 2 ―

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments(1) As the Company plans to relocate its head office currently located in Saka-cho,
Aki-gun, Hiroshima, to Higashihiroshima City, Hiroshima, it is proposed that thelocation of the head office stipulated in Article 3 of the Company’s Articles ofIncorporation be amended. Also, this amendment will come into effect on the date of
the head office relocation, which is to be decided on at the Board of Directors
meeting to be held by the end of March 2020, due to the timing of completion of the
new building for relocation and its interior. The amendment includes a supplementaryprovision that stipulates to that effect. The supplementary provision will be deleted
after the said date of the head office relocation passes.
(2) In case it becomes difficult to satisfy a quorum, it is proposed that the quorum for a
special resolution stipulated in Article 16 (Resolutions of General Meetings ofShareholders) of the current Articles of Incorporation be lowered, pursuant to theprovision in Article 309, Paragraph 2 of the Companies Act.
(3) In case it becomes difficult to satisfy a quorum, it is proposed that the quorum for a
resolution on the election of Directors stipulated in Article 20 (Election of Directors)of the current Articles of Incorporation be lowered, pursuant to the provision in
Article 341 of the Companies Act.
(4) In case it becomes difficult to satisfy a quorum, it is proposed that the quorum for a
resolution on the election of Auditors stipulated in Article 33 (Election of Auditors)of the current Articles of Incorporation be lowered, pursuant to the provision in
Article 341 of the Companies Act.
2.

Details of the amendments
Details of the amendments are as follows:(Underlines indicate amended parts.)
Proposed amendments
CHAPTER 1. GENERAL PROVISIONS
Articles 1-2 (Unchanged)

Current
CHAPTER 1. GENERAL PROVISIONS
Articles 1-2 (Omitted)(Location of Head Office)
Article 3 The head office of the Company
shall be located in
Saka-cho, Aki-gun, Hiroshima.
(Newly established)(Location of Head Office)
Article 3 The head office of the Company
shall be located in
Higashihiroshima City, Hiroshima.
Supplementary Provision
The amendment to Article 3 (Location of Head
Office) shall come into effect on the date of
the head office relocation, which is to be
decided on at the Board of Directors meeting
to be held by the end of March 2020. This
Supplementary Provision shall be deleted after
the said date of the head office relocation
passes.

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS
Articles 13-15 (Omitted)

CHAPTER 3. GENERAL MEETING OF
SHAREHOLDERS
Articles 13-15 (Unchanged)(Resolutions ofShareholders)(Resolutions ofShareholders)

GeneralMeetings

of

― 3 ―

GeneralMeetingsofCurrent
Article 16 Unless otherwise provided by laws
or regulations or these Articles ofIncorporation, Resolutions of theGeneral Meeting of Shareholders
shall be adopted by an affirmative
majority vote of the shareholders
present at the meeting and entitled
to exercise voting rights.
2. Any resolution stipulated in Article
309, Paragraph 2 of the Companies
Act shall be adopted by theattendance of shareholders holding
a majority of voting rights
exercisable at the relevant meeting
and an affirmative vote of not lessthan two-thirds (2/3) of such voting
rights of the shareholders present at
the meeting.

Proposed amendments
Article 16 (Unchanged)

CHAPTER 4. DIRECTORS AND BOARD
OF DIRECTORS
Article 19 (Omitted)

CHAPTER 4. DIRECTORS AND BOARD
OF DIRECTORS
Article 19 (Unchanged)(Election of Directors)
Article 20 Directors shall be elected by aresolution of a majority of thevoting rights of shareholders
present at the General Meeting of
Shareholders attended byshareholders who hold in aggregate
a majority of the total number ofvoting rights of all shareholders
who are entitled to exercise voting
rights.
2 No cumulative vote shall be
adopted in the election of
Directors.

(Election of Directors)
Article 20 Directors shall be elected by aresolution of a majority of thevoting rights of shareholders
present at the General Meeting of
Shareholders attended byshareholders who hold in aggregate
not less than one-third (1/3) of thetotal number of voting rights of allshareholders who are entitled toexercise voting rights.
2 (Unchanged)

CHAPTER 5. AUDITOR AND BOARD OF
AUDITORS
Article 32 (Omitted)

CHAPTER 5. AUDITOR AND BOARD OF
AUDITORS
Article 32 (Unchanged)(Election of Auditors)
Article 33 Auditors shall be elected bya resolution of a majority ofthe voting rights of shareholders
present at the General Meeting of
Shareholders attended byshareholders who hold in aggregate
a majority of the total number ofvoting rights of all shareholders
who are entitled to exercise voting
rights.

(Election of Auditors)
Article 33 Auditors shall be elected bya resolution of a majority ofthe voting rights of shareholders
present at the General Meeting of
Shareholders attended byshareholders who hold in aggregate
not less than one-third (1/3) of thetotal number of voting rights of allshareholders who are entitled toexercise voting rights.

2. Any resolution stipulated in Article
309, Paragraph 2 of the Companies
Act shall be adopted by theattendance of shareholders holding
not less than one-third (1/3) ofvoting rights exercisable at therelevant meeting and an affirmative
vote of not less than two-thirds(2/3) of such voting rights of theshareholders present at the meeting.

― 4 ―Proposal 3: Election of Nine (9) 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 nine (9) 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

None

<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 steadily promoted and realized theCompany’s management philosophy and strategies, as well as properly supervised the management.
Also, through such activities, he has actively expressed his opinions at the Board of Directors meetings,
and has contributed largely to the Company’s financial results for the current fiscal year. He possesses
excellent personality and insights to recognize management environment comprehensively and is ahighly motivated person who strives to improve his qualities. Furthermore, he is a person who is able toresolve management challenges promptly and boldly and possesses business decision-making abilities ina transparent and fair manner. Judging by these activities and achievements, the Company has
nominated him as a candidate for Director.

― 5 ―Candidate
No.

Name
(Date of birth)

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

Reelection

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)

Satoru Noguchi(April 22, 1959)

2

Number ofshares of theCompany’scommonstock held

None

<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 assisted to steadily promote and realize the Company’s
management philosophy and strategies. Also, through such activities, he has actively expressed his
opinions at the Board of Directors meetings, and has contributed largely to the Company’s financial
results for the current fiscal year. He possesses excellent personality and insights to recognize
management environment comprehensively 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 andboldly 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
Kenji Takeoka(Nov. 25, 1956)

3

Career summary, positions, areas of responsibilities
and significant concurrent positions
Jun. 1983 Joined Daikyo Co., Ltd. (currently, DaikyoNishikawa
Corporation)
Apr. 2007 General Manager, Design Dept. No. 2, Development
Div. of the Company
Apr. 2008 Executive Officer and Deputy Division Manager,
Development Div. of the Company
Apr. 2010 Executive Officer and Development Division
Manager of the Company
Oct. 2011 Member of the Board and General Manager of
Changchun Wanlong DaikyoNishikawa Auto Parts
Co., Ltd. and Executive Officer of the Company
Apr. 2012 Member of the Board and General Manager of
Changchun Wanlong DaikyoNishikawa Auto Parts
Co., Ltd. and Managing Executive Officer of theCompany
Jun. 2013 Managing Executive Officer and Purchasing Division
Manager of the Company
Jan. 2014 Managing Executive Officer and Development
Division Manager of the Company
Apr. 2014 Senior Managing Executive Officer of the Company
Sep. 2014 Senior Managing Executive Officer and Development
Division Manager of the Company
Jun. 2015 Director and Senior Managing Executive Officer andDevelopment Division Manager of the Company
Apr. 2016 Director and Senior Managing Executive Officer of
the Company (to present)

Number ofshares of theCompany’scommonstock held

12,000<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 development division, Mr. Kenji Takeoka is
well-acquainted with design technologies. He has abundant experience regarding the Company’s ideal
global business development through his experience as President of the Company’s subsidiary in China.
He is currently in charge of production division and quality division and has detailed knowledge of all
aspects of the Company’s business. In addition, through his career, he has actively expressed his
opinions at the Board of Directors meetings, and has contributed largely to the Company’s financial
results for the current fiscal year. He possesses excellent personality and insights to recognize
management environment comprehensively 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 andboldly 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)

Reelection
Toshio Hiyama(Apr. 27, 1959)

4

Career summary, positions, areas of responsibilities
and significant concurrent positions
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 (to present)

Number ofshares of theCompany’scommonstock held

4,000

<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
well-acquainted with manufacturing technologies. He has abundant experience regarding theCompany’s ideal global business development through his experience as President of the Company’s
subsidiary in Thailand. He is currently in charge of development division, engineering division andresearch and development division, and has detailed knowledge of all aspects of the Company’sbusiness. In addition, through his career, he has actively expressed his opinions at the Board of
Directors meetings, and has contributed largely to the Company’s financial results for the current
fiscal year. He possesses excellent personality and insights to recognize management environment
comprehensively 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 andachievements, the Company has nominated him as a candidate for Director.

― 8 ―Candidate
No.

Name
(Date of birth)

Reelection
Motoharu
Nishikimura(Jan. 30, 1960)
5

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
Aug. 2011 Executive Officer, Deputy Division Manager,
Marketing and Sales Div. and General Manager,
Overseas Marketing and Sales Dept. of the Company
Apr. 2012 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V., Director and President of
DaikyoNishikawa Mexicana Operaciones, S. A. de
C. V., and Executive Officer and General Manager,
Preparation Office for Mexico of the Company
Apr. 2013 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V., Director and President of
DaikyoNishikawa Mexicana Operaciones, S. A. de
C. V., and Executive Officer of the Company
Apr. 2014 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V., Director and President of
DaikyoNishikawa Mexicana Operaciones, S. A. de
C. V., and Managing Executive Officer of theCompany
Apr. 2016 Director and President of DaikyoNishikawa
Mexicana, S. A. de C. V., Director and President of
DaikyoNishikawa Mexicana Operaciones, S. A. de
C. V., and Senior Managing Executive Officer of theCompany
Jun. 2016 Senior 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. 2018 Director and Senior Managing Executive Officer andCorporate Planning and Management Division
Manager and General Manager, Preparation Officefor North America Industrial of the Company
Apr. 2019 Director and Senior Managing Executive Officer of
the Company (to present)

Number ofshares of theCompany’scommonstock held

4,000

<Areas of Responsibilities in the Company>
Corporate Management Div., Corporate Planning Div., andPreparation Office for North America Industrial
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 the Company’s business. In addition, through his career, he has actively expressed his
opinions at the Board of Directors meetings, and has contributed largely to the Company’s financial
results for the current fiscal year. He possesses excellent personality and insights to recognize― 9 ―Candidate
No.

Number ofshares of theCompany’scommonstock held
management environment comprehensively 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 andboldly 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.
Name(Date of birth)

Career summary, positions, areas of responsibilities
and significant concurrent positions― 10 ―

Candidate
No.

Name
(Date of birth)

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

Reelection

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)

Fukami Waki
(Aug. 4, 1958)

6

Number ofshares of theCompany’scommonstock held

6,880

<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 production division, Mr. Fukami Waki iswell-acquainted with manufacturing management. Moreover, through his experience of being thecentral figure in designing corporate planning, marketing and purchasing strategies as the Division
Manager of the Corporate Planning and Management Division, Marketing and Sales Division andPurchasing Division, he has abundant experience regarding the Company’s ideal global businessdevelopment, as well as detailed knowledge of all aspects of the Company’s business. In addition,
through his career, he has actively expressed his opinions at the Board of Directors meetings, and has
contributed largely to the Company’s financial results for the current fiscal year. He possesses
excellent personality and insights to recognize management environment comprehensively and is ahighly 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.

― 11 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Masahiro Idehara(Feb. 15, 1954)
7

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.
Representative Director of JID Co., Ltd.
Reasons for nomination as a candidate for Outside Director:
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 theincrease of corporate value. Judging by his advice and suggestions that he possesses excellent
personality and insights to recognize management environment comprehensively and is a highly
motivated person who strives to improve his qualities, the Company has nominated him as a candidate
for Outside Director.

― 12 ―

Candidate
No.

Name
(Date of birth)

Reelection
OutsideIndependent
Shigeki Sasaki(Jul. 28, 1959)
8

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

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
Outside Director of Hiroshima Airport Building Co., Ltd.
Reasons for nomination as a candidate for Outside Director:
Based on his abundant knowledge and experience as a member of a management team in the foodindustry, 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 theincrease of corporate value. Judging by his advice and suggestions that he possesses excellent
personality and insights to recognize management environment comprehensively and is a highly
motivated person who strives to improve his qualities, the Company has nominated him as a candidate
for Outside Director.

― 13 ―

Candidate
No.

Name
(Date of birth)

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

New election

Mar. 1986 Joined Mazda Motor Corporation
Apr. 2006 General Manager, Painting, Trim and Final Assembly
Engineering Dept. of Mazda Motor Corporation
Sep. 2010 Vice President of AutoAlliance (Thailand) Co., Ltd.
Jan. 2013 Deputy General Manager, Hofu Plant of Mazda Motor
Corporation
Apr. 2015 Executive Officer and General Manager, Hofu Plant
of Mazda Motor Corporation
Apr. 2016 Executive Officer in charge of Global Quality of
Mazda Motor Corporation
Apr. 2017 Executive Officer in charge of Global Quality andAssistant to the Officer in charge of Cost Innovationof Mazda Motor Corporation
Apr. 2018 Managing Executive Officer in charge of Global
Quality and Assistant to the Officer in charge of Cost
Innovation of Mazda Motor Corporation
Apr. 2019 Managing Executive Officer in charge of Global
Production, Global Business Logistics and Cost
Innovation of Mazda Motor Corporation (to present)

Outside9

Takeshi Mukai(Mar. 14, 1962)

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:
Based on his abundant knowledge and experience as a member of a management team in theautomobile industry, Mr. Takeshi Mukai is expected to actively give advice and suggestions on business
operations based on his objective and professional insights, which contribute to the increase of
corporate value. Judging from the activities in his career that he possesses excellent personality andinsights to recognize management environment comprehensively and is a highly motivated person who
strives to improve his qualities, the Company has nominated him as a candidate for Outside Director.

(Notes) 1. Mr. Masahiro Idehara, Mr. Shigeki Sasaki and Mr. Takeshi Mukai 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. Takeshi Mukai 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. Masahiro Idehara and Mr. Shigeki Sasaki
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 and Mr. Shigeki Sasaki as independent directors with the Exchange if this proposal isapproved as proposed.
4. There is no special relationship to be disclosed between the Company and any of JICHODO
Co., Ltd., Genkai Sewing Co., Ltd., JID Co., Ltd., Otafuku Holdings Co., Ltd., Otafuku Foods(Qing Dao) Co., Ltd, and Hiroshima Airport Building Co., Ltd.
5. The Company has entered into agreements with Mr. Masahiro Idehara and Mr. Shigeki Sasaki
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 and regulations. If their election is approved as proposed, the Company
will continue the same liability limitation agreements with them. In addition, if Mr. Takeshi
Mukai is elected, the Company intends to enter into the same liability limitation agreementwith him.
6. Mr. Masahiro Idehara shall have served as the Company’s Outside Director for four (4) years
at the conclusion of this Annual General Meeting of Shareholders.
7. Mr. Shigeki Sasaki shall have served as the Company’s Outside Director for two (2) years at
the conclusion of this Annual General Meeting of Shareholders.

― 14 ―

Proposal 4: Election of Two (2) Auditors
The terms of office of Auditors Mr. Norihiko Shigemoto and Mr. Toru Hirota will expire at theconclusion of this Annual General Meeting of Shareholders. Accordingly, the Company proposes toelect two (2) Auditors. This proposal is submitted with the consent of the Board of Auditors.
The candidates for Auditor are as follows:

Candidate
No.

1

2

Name
(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany’scommonstock held

Apr. 1985 Joined Nishikawa Kasei Co., Ltd. (currently,
DaikyoNishikawa Corporation)
Oct. 2010 General Manager, Sales Dept. 1, Marketing and Sales
Reelection
Div. of the Company
NorihikoApr. 2014 Deputy Division Manager, Marketing and Sales Div.
5,768
Shigemotoof the Company(Sep. 28, 1959)
Apr. 2015 Senior Staff Manager, Internal Audit Office of theCompany
Jun. 2015 Auditor (Full-time) of the Company (to present)
Reasons for nomination as a candidate for Auditor:
Having held important posts in the Company’s marketing and sales division, Mr. Norihiko Shigemoto iswell-acquainted with marketing and sales strategies. In addition, through his career, he is actively giving
advice and suggestions as Auditor (Full-time). Judging by his advice and suggestions that he possesses
excellent personality and insights and is capable of conducting audits from a broad and professional
standpoint, the Company has nominated him as a candidate for Auditor.
Apr. 1981 Joined the Hiroshima Bank, Ltd.
Apr. 2008 General Manager, Otemachi Branch of the Hiroshima
Bank, Ltd.
Apr. 2010 Executive Officer and General Manager, Imabari
Branch of the Hiroshima Bank, Ltd.
Apr. 2012 Managing Executive Officer and General Manager,
Imabari Branch of the Hiroshima Bank, Ltd.
Apr. 2013 Managing Executive Officer of the Hiroshima Bank,
Ltd.
Reelection
Jun. 2013 Managing Director and General Manager, Eastern
Area Headquarters of the Hiroshima Bank, Ltd.
OutsideApr. 2015 Managing Director of the Hiroshima Bank, Ltd.
None
Jun. 2015 Director and Senior Managing Executive Officer ofToru Hirota
the Hiroshima Bank, Ltd.
(Jan. 8, 1958)
Jun. 2015 Outside Auditor of the Company (to present)
Apr. 2017 Director and Senior Managing Executive Officer incharge of Banking Business Planning Div.,
Investment Planning Div., and Public Services
Business Div. of the Hiroshima Bank, Ltd. (topresent)<Significant concurrent positions>
Director and Senior Managing Executive Officer of theHiroshima 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 the financial industry, Mr. Toru Hirota is actively giving advice and suggestions on business
operations from an independent standpoint based on his objective and professional insights. Judging
from his advice and suggestions that he possesses excellent personality and insights and is capable ofconducting audits from a broad and professional standpoint, the Company has nominated him as a
candidate for Outside Auditor.

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(Notes) 1. Mr. Toru Hirota 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. Toru Hirota is a Director and Senior Managing Executive Officer of the Hiroshima Bank, Ltd.,
one of the Company’s major lenders, which falls under the specified related business operatorof the Company. There are no special interests between the other candidates and the Company.
3. The Company has entered into an agreement with Mr. Toru Hirota 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 his election is approved as proposed, the Company will continue the same
liability limitation agreement with him.
4. Mr. Toru Hirota shall have served as the Company’s Outside Auditor for four (4) years at theconclusion of this Annual General Meeting of Shareholders.

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