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, the original shall prevail.

(Securities Code: 6247)
June 8, 2023
To Our Shareholders:
Yoshikazu Takeshita, Director, President and Chief
Executive Officer
Hisaka Works, Ltd.
2-12-7, Sonezaki, Kita-ku, Osaka City

Notice of the 94th Annual General Meeting of Shareholders
We are pleased to announce the 94th Annual General Meeting of Shareholders of Hisaka Works, Ltd. (the“Company”), which will be held as indicated below. We look forward to your attendance.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in an electronic format are to be taken) in an electronic format, and posts this informationon the Company’s website. Please access the website by using the Internet address as shown below to review
information.
The Company’s website: https://www.hisaka.co.jp/ir_info/meeting.html (in Japanese)
In addition to posting items subject to measures for electronic provision on the Company’s website, the Company
also posts this information on the website of Tokyo Stock Exchange, Inc. (TSE) which can be viewed below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the Internet address shown above, enter “Hisaka Works” in “Issue name (company
name)” or the Company’s securities code “6247” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)If you are not able to attend the Meeting in person, you may exercise your voting rights in any one of the following
ways. Please follow the instructions in the reference document and complete your voting.
[Exercise of Votes via Internet, etc.]
Please access the Company’s designated website (https://evote.tr.mufg.jp/) (in Japanese), follow the instructions on
the screens, and input your approval or disapproval by 5:00 p.m. (JST) on Wednesday, June 28, 2023.
When exercising your voting rights via the Internet, etc. please refer to the Information on Exercising Voting Rights
via the Internet, etc. on page 4 (in Japanese only).
[Exercise of Votes in Writing (by Mail)]
Please indicate on the Voting Rights Exercise Form enclosed herewith your approval or disapproval for the proposals
and return the form by 5:00 p.m. (JST) on Wednesday, June 28, 2023.
1. Date and Time: Thursday, June 29, 2023, 10:00 a.m. (JST)
2. Venue:
Rental Conference Room, 26th Floor, Osaka Umeda Twin Towers North
8-1, Kakuda-cho, Kita-ku, Osaka City
3. Purpose of the Meeting:
Matters to be reported:
1. Report on the Business Report, the Consolidated Financial Statements for the 94th Fiscal Year (From April
1, 2022 to March 31, 2023), and Audit Reports by the Accounting Auditor and the Audit and Supervisory
Committee on the Consolidated Financial Statements-1-2. Report on the Non-consolidated Financial Statements for the 94th Fiscal Year (From April 1, 2022 to March
31, 2023)
Matters to be resolved:
Proposal No. 1
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 2
Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 3
Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

Please kindly note that no gifts will be given to attendees. Your understanding would be highly appreciated.
- If you attend the meeting, please submit the Voting Rights Exercise Form enclosed herewith to the reception desk at the entrance ofthe meeting hall.
- As the Company’s efforts for “Cool Biz” energy conservation, please note that the Board members and relevant staff will dress lightly
on the day of the Meeting. Shareholders are also encouraged to attend the Meeting in light clothing.
- For this General Meeting of Shareholders, the content of reference documents for the general meeting of shareholders, etc. (items
subject to measures for electronic provision) will be delivered to all shareholders who have voting rights regardless of whether they
have requested the delivery of paper-based documents pursuant to the Companies Act.
- Among the items subject to measures for electronic provision, the following items of the Consolidated Financial Statements andNon-Consolidated Financial Statements are posted on each of the websites listed on the previous page in accordance with applicablelaws and regulations of Japan, and the provision of Article 15 of the Company’s Articles of Incorporation, and therefore, are notincluded in this document. They are Consolidated Statements of Changes in Equity, Notes to Consolidated Financial Statements,
Statements of Changes in Equity and Notes to Non-Consolidated Financial Statements. Accordingly, the Consolidated Financial
Statements and Non-Consolidated Financial Statements accompanying this document are the portions of Consolidated Financial
Statements and Non-Consolidated Financial Statements that were audited by the Independent Auditor in the preparation of the
Independent Auditor’s Report or by the member of the Audit and Supervisory Committee in the preparation of the Auditor’s Report.
- If revisions to the items for which measures for providing information in electronic format are to be taken arise, a notice of therevisions and the details before and after the revisions will be posted on each of the websites stated on the preceding page.
- Attendance at the venue
・ We would like shareholders coming to the venue to carefully confirm the status of infectious disease epidemic and their healthcondition, and to take necessary precautions for preventing infection such as wearing a mask at the venue if necessary.
・ To ensure the health of other shareholders and conduct smooth and calm proceedings, we may refuse entry to the meeting venue
if you seem unwell. Your understanding would be highly appreciated.
- Depending on the circumstances, issues that shareholders need to be informed of prior to the day of the meeting will be announced
on the Company’s website.
The Company’s website: https://www.hisaka.co.jp/-2-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office for all of the current seven (7) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of the Meeting. Therefore, the Company proposes the election ofseven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members).
The election of candidates for Directors has been determined after consulting and advising by the Nomination andCompensation Committee, in which the Independent Outside Directors comprise a majority of the members. In
addition, the Audit and Supervisory Committee has stated its opinion that all of the candidates for Directors areappropriate.
The candidates for Directors are as follows:
Candidates for Directors
Candidate
No.
1

2

Name

Yoshikazu Takeshita

Koji Ohta

Positions and responsibility in the Company

Re-election

Re-election

President and Representative Director; President andCEO
Director, Managing Executive Officer
Technical & Development and Konoike Plant
Manager3

Toshiya Usami

Re-election

4

Toshiyuki Funakoshi

Re-election

5

Akihito Adachi

New election

Director, Managing Executive Officer
In charge of Sales and Tokyo Branch Office Manager
Director, Managing Executive Officer
Corporate Sustainability and Human Resources &General Affairs field
Managing Executive Officer
General Manager of the Technology Development
Division

6

7

Koji Mizumoto

Yuko Tsuno

Re-election
Independent officer
Candidate for Outside
Director
Re-election
Independent officer
Candidate for Outside
Director-3-

Outside Director

Outside Director

CandidateNo.

1

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1981
Joined Hisaka Works, Ltd.
Mar. 2012Manager of the Manufacturing Department of
the Vital Industry Division (present Process
Engineering Division) of the Company
Mar. 2014
General Manager of the Vital Industry Division
June 2014
Director and General Manager of the Vital
Yoshikazu Takeshita
Industry Division(November 4, 1957)
41,700Oct. 2015
Director, General Manager of the Vital Industry
Re-election
Division and in charge of the Kyushu Branch
Apr. 2016
Managing Director in charge of Finance andManagement Strategy
Apr. 2017
Director, President and Chief Executive Officer
June 2020
President and Representative Director;
President and CEO (current position)(Reasons for nomination as candidate for Director)
Yoshikazu Takeshita possesses a wealth of knowledge and experience mainly in the textile dyeing and processing
machine business. After being appointed as Director, he has assumed the positions of General Manager of the Vital
Industry Division (present Process Engineering Division) and in charge of Finance and Management Strategy. Since
2017, he has demonstrated strong leadership as President and CEO, devoting himself to achieving the goals of theMedium-term Management Plan to contribute to the Company’s development. The Company judges he will be able tocontinue contributing to increasing its corporate value, and therefore proposes his election as Director.
Name(Date of birth)-4-

CandidateNo.

2

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1982
Joined Hisaka Works, Ltd.
Mar. 2012Manager of the Design and Development
Department of the Valve Division of theCompany
Mar. 2014
General Manager of the Valve Division
Oct. 2015
General Manager of the Valve Division, andKitakyushu Branch Office Manager
Apr. 2016
Executive Officer, General Manager of the
Valve Division, Manager of the Technology
Department, and Kitakyushu Branch Office
ManagerJune 2016
Director, General Manager of the Valve
Division, Manager of the Technology
Department, and Kitakyushu Branch Office
Koji Ohta
Manager(May 11, 1958)
26,000
Apr. 2018
Director in charge of the Technology
Department of the Valve Division, and Manager
Re-electionof the Information System Department
Apr. 2019
Managing Director in charge of the Technology
and Valve Division, Konoike Plant Manager,
and Manager of the Information System
Department
June 2019
Managing Director in charge of Technology,
Konoike Plant Manager, and Manager of theInformation System Department
Apr. 2020
Managing Director in charge of the Technology
Development Division, and Konoike Plant
ManagerJune 2020
Director, Managing Executive Officer,
Technical & Development field and Konoike
Plant Manager (current position)(Reasons for nomination as candidate for Director)
Koji Ohta possesses a wealth of knowledge and experience in development and sales of the Valve business. After being
appointed as Director, he has assumed the positions of General Manager of the Valve Business Division, Manager of theTechnology Department, and Manager of the Information System Department. Ohta is currently responsible for heading
technology development as well as serving as Head of the Konoike Plant to contribute to development of the Company.
He also assumes the role of decision-making of important matters on overall business. The Company judges he will beable to continue contributing to increasing its corporate value, and therefore proposes his election as Director.
Name(Date of birth)-5-

Candidate
No.

3

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1983
Joined Hisaka Works, Ltd.
Mar. 2014
Manager of Sales Section of the Heat
Exchanger Division
Apr. 2016
Executive Officer; Manager of Sales Section of
the Heat Exchanger Division; Head of Nagoya
BranchApr. 2017
Executive Officer; Manager of the
Manufacturing Section of the Valve Division
Apr. 2018
Executive Officer; General Manager of the
Valve Division
Toshiya Usami
June 2019
Director, General Manager of the Valve(November 16, 1959)
36,600
Division
June 2020
Senior Executive Officer; General Manager ofRe-election
the Valve Division
Apr. 2021
Managing Executive Officer; domestic sales
field; General Manager of the Valve Division
July 2021
Managing Executive Officer; Sales field,
General Manager of the Valve Division
Apr. 2022
Managing Executive Officer Sales field andTokyo Branch Office Manager
June 2022
Director, Managing Executive Officer, Sales
field and Tokyo Branch Office Manager(current position)(Reasons for nomination as candidate for Director)
Toshiya Usami possesses a wealth of knowledge and experience of sales at the heat exchanger business. After being
appointed Executive Officer, he has assumed the positions of Manager of the Sales Department of the Heat Exchanger
Division, Manager of the Manufacturing Department of Valve Division, and General Manager of the Valve Division. He
currently assumes responsibilities for Sales, oversees company-wide sales, and contributes to the business developmentof the Company. He also fulfills the role of decision-making for important matters on overall management at the Boardof Directors. The Company judges he will be able to continue contributing to increasing its corporate value, andtherefore proposes his election as Director.
Name(Date of birth)-6-

Candidate
No.

4

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1981
Joined Hisaka Works, Ltd.
Mar. 2009Manager of the Manufacturing Department of
the Heat Exchanger Division of the Company
Mar. 2013
Manager of the Corporate Management
Department
Mar. 2014
Manager of the Corporate Management
Department and Manager of the Human
Department
June 2014
Director, Manager of the Corporate
Management Department, and Manager of the
Human Department
Mar. 2015
Director and General Manager of the Heat
Exchanger Business Division
Apr. 2017
Director and Plant Manager
Apr. 2018
Director, Plant Manager, and in charge ofToshiyuki Funakoshi
matters specially assigned by the President(September 15, 1958)
25,800
Apr. 2019
Director in charge of Human Resources, andthe Heat Exchanger Business DivisionRe-election
Apr. 2020
Managing Director in charge of the Human
Resources and General Affairs Division and theHeat Exchanger Business Division
June 2020
Managing Executive Officer; Responsible for
Human Resources and General Affairs
Apr. 2021
Managing Executive Officer; Responsible for
Human Resources and General Affairs, andTokyo Branch Office Manager
July 2021
Managing Executive Officer; Corporate Social
Responsibility and Human Resources &General Affairs field, Tokyo Branch Office
Manager
Apr. 2022
Managing Executive Officer; Corporate
Sustainability and Human Resources & General
Affairs field (current position)(Reasons for nomination as candidate for Director)
Toshiyuki Funakoshi possesses a wealth of knowledge and experience of sales, production management and safetyadministration at the heat exchanger business. After being appointed Director, he assumed positions of Manager of the
Corporate Management Department, Manager of the Human Department, General Manager of Heat Exchanger
Division, and Plant Manager. He currently assumes responsibilities for overseeing Sustainability, and Human Resourcesand General Administration, and contributing to the development of the Company. He also fulfills the role of decisionmaking for important matters on overall management at the Board of Directors. The Company judges he will be able tocontinue contributing to increasing its corporate value, and therefore proposes his election as Director.
Name(Date of birth)-7-

Candidate
No.

5

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1984
Joined Hisaka Works, Ltd.
Mar. 2014
Manager of the Manufacturing Department of
the Vital Industry Division (present Process
Engineering Division) of the Company
Apr. 2016
Executive Officer, General Manager of the Vital
Industry Division, and Kyushu Branch Office
Manager
Apr. 2018
Executive Officer, General Manager of theProcess Engineering Division
June 2018
Director and General Manager of the Process
Engineering Division
Apr. 2019
Director, General Manager of the Process
Engineering Division, and Kyushu Branch
Office Manager
Akihito Adachi(December 27, 1960)
Nov. 2019
Director, General Manager of the Process
23,000Engineering Division, Ome Plant Manager, andNew election
Kyushu Branch Office Manager
Apr. 2020
Director in charge of the Process Engineering
Division, General Manager of the Technology
Development Division, and Manager of theInformation System Department
June 2020
Senior Executive Officer, General Manager of
the Technology Development Division, andManager of the Information System
Department
Apr. 2021
Senior Executive Officer, General Manager of
the Technology Development Division
Apr. 2023
Managing Executive Officer, General Managerof the Technology Development Division(current position)(Reasons for nomination as candidate for Director)
Akihito Adachi possesses a wealth of knowledge and experience in development and manufacture of food processing
equipment. After being appointed Executive Officer, he has held positions such as General Manager of the Process
Engineering Division. He currently serves as General Manager of the Technology Development Division, and he has
been contributing to the Company’s business development. For the aforementioned reasons, the Company judges hewill be able to contribute to increasing its corporate value, and therefore proposes his new election as Director.
Name(Date of birth)-8-

Candidate
No.

6

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1978
Joined Nisshin Steel Co., Ltd. (present Nippon
Steel Corporation)
June 2001
General Manager of the Corporate Planning
Dept. of Nisshin Steel Co., Ltd.
Apr. 2005
Executive Officer and General Manager of theSales Administration Dept. of Nisshin SteelCo., Ltd.
Apr. 2007
Executive Officer and General Manager of the
Human Resources Dept. of Nisshin Steel Co.,Ltd.
Apr. 2009Managing Executive Officer and General
Manager of the Human Resources Division of
Nisshin Steel Co., Ltd.
June 2009
Director and Managing Executive Officer ofNisshin Steel Co., Ltd.
Koji Mizumoto
Apr. 2012
Director and Managing Executive Officer of(November 3, 1954)
Nisshin Steel Co., Ltd.
Chairman of Nisshin Steel Shanghai Co., Ltd.
–
Re-election
June 2012Managing Executive Officer of Nisshin Steel
Independent officer
Co., Ltd.
Candidate for Outside Director
Apr. 2014
Vice President, Executive Officer and CFO of
Nisshin Steel Co., Ltd.
June 2014
Representative Director; Vice President,
Executive officer; and CFO of Nisshin SteelCo., Ltd.
Apr. 2017
Director (assistant to President) of Nisshin SteelCo., Ltd.
June 2017
Senior Advisor of Nisshin Steel Co., Ltd.
June 2018
Advisor of Nisshin Steel Co., Ltd.
June 2019
Outside Director of Hisaka Works Co., Ltd.
(current position)
Aug. 2020
Outside Director of Toyo Denki Seizo K.K.
(current position)(Significant concurrent positions outside the Company)
Outside Director of Toyo Denki Seizo K.K.
(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)
Koji Mizumoto had been in charge of corporate management of Nisshin Steel Co., Ltd. (present Nippon SteelCorporation) as Representative Director, Vice President and Executive Officer. Since being appointed as the Company’s
Outside Director, he has provided advice on its management and performed an appropriate supervisory function from an
objective and practical point of view. As one of the Nomination and Compensation Committee members, he has also
engaged in the election of candidates for Directors and decision-making on Directors’ remuneration and other mattersfrom an objective and neutral point of view. The Company judges that he will continue to utilize his insight andcontribute to increasing its corporate value, and accordingly proposes him as a candidate for Outside Director.
Name(Date of birth)-9-

CandidateNo.

7

Notes:

1.
2.
3.

4.

5.
6.

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Dec. 2008
Completed the requisite courses at the Supreme
Court’s Legal Research and Training Institute(61st class)
Registered with Aichi Bar Association
Aug. 2009
Registered with Osaka Bar Association
Joined Chuo Sogo Law Office P.C. (current
position)
Apr. 2012
Joined Intellectual Property Law Practice Study
Group (current position)
June 2012
Director of Kansai Branch of Japan Trademark
Association (current position)
Yuko Tsuno(November 10, 1981)
June 2016
Officer in charge of the protection of personal
information and a committee member of–Re-election
information disclosure screening in the city of
Independent officer
Kaizuka (current position)
Candidate for Outside Director Apr. 2017
Joined Intellectual Property Committee andRoad Traffic Accident Committee of Osaka Bar
Association (current position)
Sept. 2017
Lecturer of the School of Policy Studies ofKwansei Gakuin University (current position)
June 2019
Outside Director of Hisaka Works Co., Ltd.
(current position)
Aug. 2019
Equity Commission Member of Kaizuka City
(current position)
Apr. 2020
Vice Chairperson of the Intellectual Property
Committee of the Osaka Bar Association(Summary of reasons for nomination of candidate for Outside Director and expected responsibilities)
Yuko Tsuno possesses abundant experience and knowledge as a lawyer. After being appointed as an Outside Director of
the Company, she has provided advice on the Company’s management and performed an appropriate supervisory
function from an objective and specialized point of view. As one of the Nomination and Compensation Committee
members, she has also engaged in the election of candidates for Directors and decision-making on Directors’
remuneration and other matters from an objective and neutral point of view. The Company judges that she will continue
to utilize her insight and contribute to increasing its corporate value, and accordingly proposes her as a candidate for
Outside Director. Although she has no experience in the past of corporate management other than performing as outside
officer, the Company judges, based on the above reasons, that she will be able to fulfill the roles and duties of Outside
Director appropriately.
There is no special interest between any of the candidates and the Company.
Koji Mizumoto and Yuko Tsuno are candidates for Outside Director.
Koji Mizumoto and Yuko Tsuno satisfy the requirements for an independent officer as provided for by Tokyo Stock
Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning their designation
as an independent officer. If they are re-elected, the Company plans to submit notification to the aforementioned exchange
concerning the renewal of their designation as independent officers.
The Company has set out its Criteria for the Independence of Outside Officers of the Company.
(The Company’s website: https://www.hisaka.co.jp/company_info/outline.html) (Japanese only)
All of the candidates for Outside Directors nominated in this proposal have satisfied these standards.
Koji Mizumoto and Yuko Tsuno are currently Outside Directors of the Company. At the conclusion of this meeting, theirtenures since assuming office as Outside Directors will have been four years.
Limited liability agreements with candidates for Outside Directors
To secure human resources who are valuable as Outside Directors, the Company’s Articles of Incorporation haveprescribed that the Company is allowed to enter into a limited liability agreement with Outside Directors. Pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with Koji
Mizumoto and Yuko Tsuno to limit their liability for damages under Article 423, paragraph (1) of the Companies Act. Ifthey are re-elected, the Company plans to renew the aforementioned agreements with them.
An outline of the limited liability agreement is as follows:
Pursuant to Article 427, paragraph (1) of the Companies Act, in line with the provisions of the Articles of Incorporationthat allow for the Company to enter into an agreement to limit liability for damages, the maximum amount of liability for
Name(Date of birth)- 10 -

damages under this agreement is 1 million yen or the minimum amount provided for under laws and regulations, whicheveris higher.
7. Liability Insurance Policy for Directors and Executive officers
The Company has entered into a directors and officers liability insurance agreement with the insurance company pursuant
to Article 430-3, Paragraph (1) of the Companies Act. A summary of details of the insurance agreement is provided on
page 22 of the Business Report (in Japanese only). Provided that a candidate for Director is approved, he or she will becovered as an insured party under the said insurance policy.
The Company is scheduled to renew the said insurance policy with the same details at the time of renewal.

- 11 -

Proposal No. 2

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office for all of the current three (3) Directors who are Audit and Supervisory Committee Members will
expire at the conclusion of the Meeting. Therefore, the Company proposes the election of three (3) Directors who are
Audit and Supervisory Committee Members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

1

2

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Mar. 1984
Joined Hisaka Works, Ltd.
Mar. 2016
Manager of Sales Department of the Valve
Division of the Company
Naoto Hattori(June 17, 1960)
Apr. 2022
Manager in charge of Sales Department of the
3,800
Valve Division and Tokyo Branch Office
New election
Deputy Manager
Apr. 2023
Assistant to the Audit and Supervisory
Committee Member (current position)(Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member)
Naoto Hattori has been mainly engaged in the valve business and gained management experience as Manager of theSales Department. He currently serves as Assistant to the Audit and Supervisory Committee Member. He possesses anextensive experience and broad insight of the Company’s business. The Company judges he will be able to contribute toensuring soundness, and proposes his election as candidate for Director who is an Audit and Supervisory Committee
Member.
Apr. 2005
Graduated from the Legal Training andResearch Institute of the Supreme Court ofJapan (the 59th graduating class)
Oct. 2006
Registered with Osaka Bar Association
Joined Yodoyabashi & Yamagami LPC
Mar. 2011
Joined Shanghai office of King & Wood
Mallesons as a trainee
Akira Nakai
Jan. 2012
Trainee at Lee and Li, Attorneys-at-Law and(November 21, 1980)
Henry Wai & Co.
–
Jan. 2013
Rejoined Yodoyabashi & Yamagami LPC
Re-election(current position)
Independent officer
Apr. 2015
Part-time lecturer at Kobe University, Graduate
Candidate for Outside Director
School of Law (current position)
June 2016
Outside Auditor of the Company
Dec. 2020
Outside Auditor of AvanStrate Inc. (current
position)
June 2021
Outside Director (Audit and Supervisory
Committee Member) of Hisaka Works, Ltd.
(current position)(Summary of reasons for nomination of candidate for Outside Director who is an Audit and Supervisory Committee
Member and expected responsibilities)
Akira Nakai possesses abundant experience and knowledge as a lawyer. Since being appointed as Outside Auditor of
the Company, he has conducted precise audits from an independent and fair point of view. The Company judges he will
be able to continue helping to ensure soundness, and proposes his election as Outside Director who is an Audit andSupervisory Committee Member. Although he has no experience in the past of corporate management other thanperforming as outside officer, the Company judges, based on the above reasons, that he will be able to fulfill the rolesand duties of Outside Director appropriately.
Name(Date of birth)- 12 -

CandidateNo.

3

Notes:

1.
2.
3.

4.

5.

6.

7.

Number of the
Career summary and position and responsibility in the Company
Company’s shares(Significant concurrent positions outside the Company)
owned
Apr. 1981
Joined the International Trade Fair Association
Apr. 1985
Joined National Tax Agency
July 2014
Director of Miyazu Tax Office
July 2015
Examiner in charge of Second Large Enterprise
Examination Department of the Osaka Regional
Taxation Bureau
July 2018
District Director of Ashiya Tax Office
Noriyuki Fujita
Aug. 2019
Registered as a certified tax accountant(August 26, 1958)
Aug. 2019
Established Fujita Noriyuki Tax Office (current–
Re-election
position)Independent officer
June 2020
Outside Auditor of the Company
Candidate for Outside Director Mar. 2021
President and Representative Director of MAC
BRAIN Inc.
June 2021
Outside Director (Audit and Supervisory
Committee Member) of Hisaka Works, Ltd.
(current position)(Significant concurrent positions outside the Company)
Representative of Fujita Noriyuki Tax Office(Summary of reasons for nomination of candidate for Outside Director who is an Audit and Supervisory Committee
Member and expected responsibilities)
Noriyuki Fujita assumed the positions of Examiner and District Director of a district tax office, and has served as acertified tax accountant and president of a company after retirement. Since being appointed as Outside Auditor of theCompany, he has utilized his keen insight related to finance, taxation and accounting, and has conducted audits from an
independent and fair point of view. The Company judges he will be able to continue helping to ensure soundness, andproposes his election as Outside Director who is an Audit and Supervisory Committee Member.
There is no special interest between any of the candidates and the Company.
Akira Nakai and Noriyuki Fujita are candidates for Outside Director.
Akira Nakai and Noriyuki Fujita satisfy the requirements for an independent officer as provided for by Tokyo Stock
Exchange, Inc., and the Company has submitted notification to the aforementioned exchange concerning their designation
as an independent officer. If they are elected, the Company plans to submit notification to the aforementioned exchange
concerning the renewal of their designation as independent officers.
The Company has set out its Criteria for the Independence of Outside Officers of the Company.
(The Company’s website: https://www.hisaka.co.jp/company_info/outline.html) (in Japanese)
All of the candidates for Outside Directors nominated in this proposal have satisfied these standards.
Akira Nakai and Noriyuki Fujita are currently Outside Directors of the Company who are Audit and Supervisory
Committee Members. At the conclusion of this Meeting, their tenures since assuming office as Outside Directors who are
Audit and Supervisory Committee Members will have been two years. They have served in the past as a non-executive
officers (Auditors) of the Company.
Limited liability agreements with candidates for Directors who are Audit and Supervisory Committee Members
To secure human resources who are valuable as Directors who are Audit and Supervisory Committee Members, theCompany’s Articles of Incorporation have prescribed that the Company is allowed to enter into a limited liability
agreement with Directors who are Audit and Supervisory Committee Members. Pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company has entered into agreements with Akira Nakai and Noriyuki Fujita tolimit their liability for damages under Article 423, paragraph (1) of the Companies Act. If they are reelected, the Company
plans to renew the aforementioned agreements with them. If Naoto Hattori is elected, the Company also plans to enter into
the same limited liability agreement with him.
An outline of the limited liability agreement is as follows:
Pursuant to Article 427, paragraph (1) of the Companies Act, in line with the provisions of the Articles of Incorporationthat allow for the Company to enter into an agreement to limit liability for damages, the maximum amount of liability fordamages under this agreement is 1 million yen or the minimum amount provided for under laws and regulations, whicheveris higher.
Liability Insurance Policy for Directors and Executive officers
The Company has entered into a directors and officers liability insurance agreement with the insurance company pursuant
to Article 430-3, paragraph (1) of the Companies Act. A summary of details of the insurance agreement is provided on
page 21 of the Business Report (in Japanese only). Provided that a candidate for Director who is an Audit and Supervisory
Committee Member is approved, he or she will be covered as an insured party under the said insurance policy.
The Company is scheduled to renew the said insurance policy with the same details at the time of renewal.
Name(Date of birth)- 13 -

[Reference] Skill Matrix for Director (planned after the conclusion of this Meeting)Expertise that the Company expects for Directors(including Directors who are Audit and Supervisory Committee Members)
Director

Corporate
management

Human

Technology
Sales

and Research Internationality
development

Yoshikazu Takeshita●●

Koji Ohta●●

Toshiya Usami●●

Toshiyuki Funakoshi●●

Akihito Adachi●

Koji Mizumoto

●

●

●

Manufacturing Management Finance and Resources andand Quality

Planning

Accounting

Labor
Management

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

Legal affairs
and Internal
control●●●●

Yuko Tsuno●

Audit andNaoto
Hattori

Supervisory●

Committee●

MemberAudit andAkira

Supervisory

Nakai

Committee●●●

MemberAudit andNoriyukiSupervisory

FujitaCommittee●●

Member*The above matrix does not present all of the expertise possessed by the respective Directors.

- 14 -

Proposal No. 3

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company proposes the election of one substitute Director who is an Audit and Supervisory Committee Member
to be ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee
Members fall below the number required by laws and regulations.
In addition, the consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary (Significant concurrent positions outside theCompany)
Feb. 2010

Number of theCompany’s shares
ownedRegistered as a certified tax accountant
Established Yamauchi Toshiyuki Tax Office(current position)
July 2011
Registered as Legal Specialist in Certified–
Administrative Procedures (current position)
Independent officer
Candidate for Outside Director (Significant concurrent positions outside the Company)
Representative of Yamauchi Toshiyuki Tax Office(Summary of reasons for nomination of candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member and expected responsibilities)
Toshiyuki Yamauchi possesses professional knowledge and experience as a certified tax account where he has obtained
considerable insight into taxation, finance and accounting. The Company has judged he will be able to perform precise
audits from an independent point of view if he is appointed as Outside Director who is an Audit and Supervisory
Committee Member, and proposes his election. He has never been directly involved in the management of a company.
However, based on the above reasons, the Company has judged he will appropriately fulfill his duties as Outside
Director.
Notes: 1. There is no special interest between the candidate and the Company.
2. Toshiyuki Yamauchi is a candidate for substitute Outside Director who is an Audit and Supervisory Committee Member.
3. Toshiyuki Yamauchi satisfies the requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.,and if he is appointed as Director who is an Audit and Supervisory Committee Member, the Company plans to submit
notification to the aforementioned exchange concerning his designation as an independent officer.
4. The Company has set out its Criteria for the Independence of Outside Officers of the Company.
(The Company’s website: https://www.hisaka.co.jp/company_info/outline.html) (in Japanese)
The candidate in this proposal has satisfied these standards.
5. The validity of the election of Toshiyuki Yamauchi can be nullified by resolution of the Board of Directors if the consent
of the Audit and Supervisory Committee has been obtained; provided, however, that this only applies before being
appointed as Director who is an Audit and Supervisory Committee Member.
6. Limited liability agreements with candidates for Directors who are Audit and Supervisory Committee Members
To secure human resources who are valuable as Outside Directors who are Audit and Supervisory Committee Members,
the Company’s Articles of Incorporation have prescribed that the Company is allowed to enter into a limited liability
agreement with Directors who are Audit and Supervisory Committee Members. If Toshiyuki Yamauchi is appointed as
Director who is an Audit and Supervisory Committee Member, pursuant to the provisions of Article 427, paragraph (1) of
the Companies Act, it plans to enter into an agreement with him to limit his liability for damages under Article 423,
paragraph (1) of the Companies Act.
An outline of the limited liability agreement is as follows:
Pursuant to Article 427, paragraph (1) of the Companies Act, in line with the provisions of the Articles of Incorporationthat allow for the Company to enter into an agreement to limit liability for damages, the maximum amount of liability fordamages under this agreement is 1 million yen or the minimum amount provided for under laws and regulations, whicheveris higher.
7. Liability Insurance Policy for Directors and Executive officers
The Company has entered into a directors and officers liability insurance agreement with the insurance company pursuant
to Article 430-3, paragraph (1) of the Companies Act. A summary of details of the insurance agreement is provided on
page 22 of the Business Report (in Japanese only). If Toshiyuki Yamauchi is appointed as Director who is an Audit andSupervisory Committee Member, he will be covered as an insured party under the said insurance policy.
Toshiyuki Yamauchi(March 3, 1965)- 15 -