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: 8154
June 11, 2021
To all of our shareholders
Ryoichi Kado
President & COO
KAGA ELECTRONICS CO., LTD.
20 Kandamatsunagacho, Chiyoda-ku, Tokyo, Japan

Notice of the 53rd Ordinary General Meeting of Shareholders
We hereby inform you of the 53rd ordinary general meeting of shareholders of KAGA ELECTRONICS CO., LTD.
(the “Company”) to be held as follows.
We will be holding this General Meeting of Shareholders upon taking appropriate measures to prevent the spread of
the novel coronavirus disease (COVID-19). However, from the perspective of preventing the spread of infection, we
strongly suggest that you exercise your voting rights beforehand in writing or via the Internet, etc. to the best of yourability.
If you are going to exercise your voting rights beforehand, please read the attached Reference Documents for the
General Meeting of Shareholders and exercise your voting rights by no later than 5:30 p.m. on June 28, 2021
(Monday) (Japan Time), the day before the day on which the general meeting will be held.
[Exercising voting rights in writing]
Please express your approval or disapproval of the proposals in the enclosed Exercise Voting Rights Form and returnthe form to us to arrive by the aforementioned deadline.
[Exercising voting rights via the Internet, etc.]
After reviewing the “Instructions on Exercise of Voting Rights via the Internet, etc.” (available in Japanese only),please access the Company’s designated voting website (https://evote.tr.mufg.jp/), follow the instructions on thescreen, and enter your approval or disapproval of the proposals by the aforementioned deadline.
1. Date and Time
2. Place

10:00 a.m. on June 29, 2021 (Tuesday) (Japan Time)
Akihabara Business Center 4F, AP Akihabara
1-1 Akihabara, Taito-ku, Tokyo
3. Agenda of the Meeting
Matters to be reported
1. The Business Report and Consolidated Financial Statements for the 53rd fiscal year (from April 1, 2020 toMarch 31, 2021), and results of the Audit Reports by the Accounting Auditor and the Board of Auditors of
the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the 53rd fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Election of Eleven (11) Directors
If you attend the meeting in person, please present the enclosed Exercise Voting Rights Form at the reception on arrival at the meeting.
From the perspective of preventing the spread of COVID-19, shareholders who are thought to be unwell on the day of the meeting may
be refused entry.
Of the documents that the Company needs to provide along with this notice, Company Structure and Policies in the Business Report,
Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial Statements are posted on the Company’s
website on the Internet (https://www.taxan.co.jp) (available in Japanese only) in accordance with laws and regulations and the provisionin Article 16 of the Company’s Articles of Incorporation. Therefore, they are not included in this Notice of the Ordinary General Meetingof Shareholders.

-1-

These matters are included in the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements
audited by the Auditor and the Accounting Auditor.
In the event of any significant changes to this Ordinary General Meeting of Shareholders, such as to the operation, venue, etc., due toany future developments regarding COVID-19, or changes to the Reference Documents for the General Meeting of Shareholders or theBusiness Report, Non-consolidated Financial Statements and Consolidated Financial Statements, they will be posted on the Company’s
website on the Internet (https://www.taxan.co.jp).

-2-Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Distribution of Surplus

The Company intends to distribute the surplus as follows.
Matters related to year-end dividends
We propose a year-end dividend for the 53rd fiscal year as follows, taking into account the Company’s businessresults in the fiscal year under review and business development, etc. going forward.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and the total amountThe Company proposes a regular dividend of 30 yen per share of common stock of the Company plus a special
dividend of 20 yen, for a total dividend payout of 50 yen per share. Note that the total amount of the dividends
in this case will be 1,373,720,350 yen.
As a result, combined with the interim dividend of 30 yen per share already paid, the annual dividend payout
will be 80 yen per share and the total amount of the annual dividends will be 2,197,539,730 yen.
(3) Effective date of distribution of surplus
It is planned to be June 30, 2021.

-3-

Proposal No. 2

Election of Eleven (11) Directors

The terms of office of all ten (10) current directors will expire at the conclusion of this general meeting. Therefore,
to strengthen the management system, the Company proposes the addition of one (1) director, and that eleven (11)directors be elected.
Candidates for director are as follows.

CandidateNo.

Name/Candidate attributes

Position andresponsibilities in the
Company1

Isao Tsukamoto

Reelection

Founder & CEO

2

Ryoichi Kado

Reelection

President & COO

3

Shinsuke Takahashi

Reelection

4

Shintaro Kakei

Reelection

5

Eiji Kawamura

Reelection

6

Motonori Toshinari

Reelection

7

Mitsuhiro Nohara

Reelection

Senior Managing
Director
Senior Managing
Director
Managing Director
Head of Administration
Headquarters
Director
Manager of EMS
Business Division
Director
Division Manager ofElectronics Business
Division

Reelection
OutsideOutside Director
Independent
Reelection
9
Akira Tamura
OutsideOutside Director
Independent
Reelection
10
Noritomo Hashimoto
OutsideOutside Director
Independent
New candidate
11
Hirokazu Nishiyama
OutsideIndependent
Reelection: Candidate for Director to be reelected
New Candidate: Candidate for Director to be newly elected
Outside: Candidate for Outside Director
Independent: Independent officer as defined by Tokyo Stock Exchange, Inc.
8

Susumu Miyoshi★: Chairperson○: Member-4-

Attendance atBoard ofDirectors
meetings

Committee the candidate is scheduled tojoin after the meeting
Nomination
CSR
SDGs
and
Promotion
Committee
Compensation
Committee
Committee

17/17(100%)
17/17(100%)
17/17(100%)
17/17(100%)○

17/17(100%)

○

○

★

★
○
○

○

○

17/17
(100%)○

17/17(100%)○

17/17(100%)○

17/17(100%)○

16/17（94.1%）★

-○

Candidate
No.

1

2

3

Name
(Date of birth)

Career summary, position and responsibilities in the Company

Number of theCompany’s shares
held

Sept. 1968
Established Kaga Electronics Co., Ltd.
Isao Tsukamoto
President & CEO(September 1, 1943)
Reelection
Apr. 2007
Founder & CEO (to present)
Term of office
June 2021
Outside Director, ITbook Holdings Co., Ltd.
731,145
53 years(planned)
Attendance at Board of
Significant positions concurrently held
Directors meetings
Outside Director, ITbook Holdings Co., Ltd. (planned)
17/17 (100%)
Reasons for proposing the candidate for director
Isao Tsukamoto is the founder of the Company and served as President & CEO until 2007. Since then as Founder &CEO, he has used his extensive knowledge and human network, which goes beyond the industry, to give direction to
management group-wide. Based on our judgment that his wealth of knowledge and professional abilities related to
management will continue to be indispensable for the Group management and improvement of corporate value, wehave made him a candidate for director.
Mar. 1980
Joined Kaga Electronics Co., Ltd.
Apr. 1991
Division Manager of Sales Department No. 3,
Sales Headquarters
Apr. 1992
Division Manager of Amusement Products
Sales Department, Sales Headquarters
Apr. 1995
Division Manager of East Japan Sales
Ryoichi Kado
Department, High Tech Business Division(December 1, 1957)
June
1995
DirectorReelection
Apr.
2002
Managing
Director
Term of office
58,17226 years
Apr. 2005
Senior Managing Director, General Manager ofAttendance at Board ofSpecific Industry Business Headquarters
Directors meetings
Apr. 2011
Senior Managing Director, Head of
17/17 (100%)
Entertainment Business Unit
Apr. 2012
Vice President, Head of Components Business
Unit
Apr. 2014
President & COO (to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Since joining the Company, Ryoichi Kado has been involved in the major businesses of the Company and possesses
leadership based on his extensive knowledge and results. Since being elected President & COO in 2014, he has
contributed to improvement of corporate value by giving direction to Group management. Based on our judgment that
his broad-ranging experience and capabilities are indispensable to promotion of the Medium-term Management Plan
and central to the Group’s management, we have made him a candidate for director.
Mar. 1980
Joined Kaga Electronics Co., Ltd.
Apr. 1991
Division Manager of Specific Industry Sales
Department
Shinsuke Takahashi
June 1995
Director(March 7, 1957)
Apr. 2002
Managing Director
Reelection
Apr. 2005
Senior Managing Director
Term of office
34,230
Apr. 2011
Senior Managing Director, Head of Information
26 years
Business Unit
Attendance at Board ofApr. 2012
Senior Managing Director, Head of
Directors meetings
Entertainment Business Unit
17/17 (100%)
Apr. 2015
Senior Managing Director (to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Shinsuke Takahashi’s merits and experience, including establishing a revenue base for the specific industry business,
which is one of the Company’s main businesses, are indispensable to the Company. He also has management
experience, having served as president of a consolidated subsidiary, and possesses broad-ranging knowledge and strong
leadership skills, so we have made him a candidate for director to improve corporate value.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1993
Apr. 1994

4

5

Number of theCompany’s shares
held

Joined Kaga Electronics Co., Ltd.
Manager of Asia Project Office, Sales
Headquarters No. 2
Apr. 1997
Division Manager of Overseas Sales
Department, Sales Headquarters
May 2000
Division Manager of Overseas Business
Shintaro Kakei
Division, Electronics Business Headquarters(November 9, 1956)
June 2000
DirectorReelection
Apr. 2005
Managing Director
Term of office
28,70021 years
Apr. 2011
Managing Director, Head of Manufacturing
Attendance at Board of
Business Unit
Directors meetings
Apr. 2014
Senior Managing Director, Head of
17/17 (100%)
Manufacturing Business Unit
Apr. 2015
Senior Managing Director, Head of Corporate
Planning Department
Oct. 2015
Senior Managing Director (to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Since joining the Company, Shintaro Kakei has been involved in the overseas and EMS businesses and possesses asolid track record and broad-ranging knowledge, having established a revenue base for those businesses. His businessdevelopment results overseas and rich experience improve the corporate value, so we have made him a candidate fordirector.
Mar. 1979
Joined Kaga Electronics Co., Ltd.
Dec. 1985
President of Taxan (U.K.) Ltd.
Apr. 1993
Division Manager of Overseas Sales
Department, Sales Headquarters No. 2
May 2003
President of Kaga Solution Network Co., Ltd.
Eiji Kawamura
Apr. 2005
Executive Officer, Head of Accounting(August 14, 1955)
Division and Head of Information Systems
Reelection
Department
Term of office
37,006
Apr. 2012
Executive Officer, Head of Administration
9 years
Headquarters
Attendance at Board ofJune 2012
Director, Head of Administration Headquarters
Directors meetingsand Head of Accounting Division
17/17 (100%)
Apr. 2015
Director, Head of Administration Headquarters
June 2015
Managing Director, Head of Administration
Headquarters (to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Eiji Kawamura possesses broad-ranging knowledge and insights concerning the Group’s operations, having been
involved in Sales and Administration since joining the Company and served as president of consolidated subsidiaries inJapan and overseas, making him suited to strengthen business administration and corporate governance, so we havemade him a candidate for director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Mar. 1982
Apr. 1992

6

7

Number of theCompany’s shares
held

Joined Kaga Electronics Co., Ltd.
President & COO of Kaga (H.K.) Electronics
LimitedApr. 1998
President of Taxan USA Corp
Apr. 2004
Division Manager of Overseas Sales Division,
Overseas Business Division, Electronics
Motonori Toshinari
Business Headquarters(June 25, 1959)
Apr. 2010
President & COO of Kaga (H.K.) Electronics
Reelection
LimitedTerm of office
18,921
6 years
Jan. 2012
Executive Officer, Manager of EMS Business
Attendance at Board of
Division and President & COO of Kaga (H.K.)
Directors meetings
Electronics Limited
17/17 (100%)
Apr. 2015
Executive Officer, Manager of EMS Business
Division
June 2015
Director, Manager of EMS Business Division(to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Since joining the Company, Motonori Toshinari has been involved in the electronic component business and has
contributed to overseas business expansion by launching the subsidiary in Hong Kong, which served as the base forsetting up operations in China. He later served as president of overseas subsidiaries and has been involved in overseas
business activities for many years. We have made him a candidate for director because his rich experience and broadranging knowledge are useful to the Company’s overseas expansion.
Mar. 1982
Joined Kaga Electronics Co., Ltd.
Apr. 1997
Division Manager of Domestic Sales
Department No. 1, Sales Headquarters
Apr. 2002
Executive Vice President and Director of Kaga
(H.K.) Electronics Limited
Apr. 2003
President & CEO of Kaga (Shanghai)Electronics Co., Ltd.
Jan. 2004
President of Kaga Electronics (USA) Inc.
Mitsuhiro Nohara
Apr. 2010
Deputy Division Manager of Special Sales(March 4, 1959)
Department, Electronics Business Division
Reelection
Term of office
Apr. 2011
Division Manager of Electronics Business
22,9006 years
Division, Components Business Unit
Attendance at Board ofApr. 2012
Executive Officer, Division Manager of
Directors meetings
Electronics Business Division, Components
17/17 (100%)
Business Unit, and Division Manager ofSpecial Sales Department
Apr. 2015
Executive Officer, Division Manager ofElectronics Business Division
June 2015
Director, Division Manager of Electronics
Business Division (to present)
Significant positions concurrently held
Reasons for proposing the candidate for director
Mitsuhiro Nohara has been involved in the electronic component business for many years since joining the Company
and possesses broad-ranging experience and knowledge, having launched overseas subsidiaries and served as presidentof overseas subsidiaries, and we have made him a candidate for director because he is valuable to the expansion of theCompany’s electronic component business.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1963

8

9

Number of theCompany’s shares
held

Joined Toyota Motor Co., Ltd. (currently
Toyota Motor Corporation)
Sept. 1994
Director
June 2001
Executive Vice President and Representative
Susumu Miyoshi
Director(September 20, 1940)
June 2002
Consultant
Reelection
June 2002
President & COO of Osaka Toyopet Co., Ltd.
Outside(currently Osaka Toyota Motor Co., Ltd.)
Independent
June 2005
Advisor to Toyota Motor Corporation
2,600
Term of office
Chairman of Osaka Toyopet Co., Ltd. (currently
6 years
Osaka Toyota Motor Co., Ltd.)
Attendance at Board ofJune 2008
Advisor to Osaka Toyota Motor Co., Ltd.
Directors meetings
June 2009
Executive Advisor to Hitachi Maxell, Ltd.
17/17 (100%)(currently Maxell Holdings, Ltd.)
June 2015
Director of the Company (to present)
Significant positions concurrently held
Reasons for proposing the candidate for outside director and overview of expected role
Susumu Miyoshi has served as Executive Vice President at Toyota Motor Corporation, and we believe that his richexperience and broad-ranging knowledge as a member of management at Toyota and various other companies, will be
leveraged to supervise and provide advice on the Company’s overall management, and will strengthen the function of
our Board of Directors, so we have made him a candidate for outside director. If he is elected, he will be involved in theelection of candidates for directors and the determination of compensation for directors (and other officers) of theCompany, objectively and from a neutral position as a Nomination and Compensation Committee member.
Apr. 1970
Joined the Bank of Japan
June 1978
Deputy Director of the International Finance
Bureau, Ministry of Finance (dispatched)
Jan. 1998
Director of Information Systems Department,
Bank of Japan
Apr. 1998
Director of Information System Services
Department
Akira Tamura
June 2001
Managing Director at Sohgo Security Services(July 23, 1946)
Co., Ltd. (ALSOK)
Reelection
Apr. 2008
Representative Director and Senior Executive
OutsideOfficerIndependent
2,600
July 2011
Advisor to Okigin Economic Research Institute
Term of office(to present)
6 years
Attendance at Board ofApr. 2012
Advisor to Niigata Sohgo Security Services
Directors meetings
Co., Ltd. (ALSOK) (to present)
17/17 (100%)
June 2015
Director of the Company (to present)
June 2019
Outside Board Director, Solekia Limited (topresent)
Significant positions concurrently held
Advisor to Okigin Economic Research Institute
Advisor to Niigata Sohgo Security Services Co., Ltd. (ALSOK)
Outside Board Director, Solekia Limited
Reasons for proposing the candidate for outside director and overview of expected role
Akira Tamura has served as Director and Senior Managing Executive Officer at Sohgo Security Services Co., Ltd., andwe believe that his rich experience as a member of corporate management and his deep knowledge cultivated at the
Bank of Japan and several other companies will be leveraged to supervise and provide advice on the Company’s overallmanagement, particularly in the areas of management strategy and business administration, and will strengthen thefunction of our Board of Directors, so we have made him a candidate for outside director. If he is elected, he will be
involved in the election of candidates for directors and the determination of compensation for directors (and otherofficers) of the Company, objectively and from a neutral position as a Nomination and Compensation Committee
member.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1977
Apr. 200910

11

Number of theCompany’s shares
held

Joined Mitsubishi Electric Corporation
Executive Officer in charge of General Affairs,
Human Resources and Public Relations
June 2009
Director, Chairman of the Nomination
Committee, Chairman of the Compensation
Committee, Executive Officer, and in charge ofGeneral Affairs, Human Resources and Public
Noritomo Hashimoto
Relations(July 30, 1954)
Apr. 2012
Director, Chairman of the Nomination
Reelection
Committee, Chairman of the Compensation
OutsideCommittee, Senior Vice President, and in
Independent
charge of Corporate Strategic Planning and600
Term of office
Operations of Associated Companies
2 years
June 2012
Director, Member of the Nomination
Attendance at Board ofCommittee, Senior Vice President, and in
Directors meetings
charge of Corporate Strategic Planning and
16/17 (94.1%)
Operations of Associated Companies
Apr. 2016
Director
July 2016
AdvisorJune 2019
Director of the Company (to present)
Mar. 2021
Outside Director, Ibokin Corp. (to present)
Significant positions concurrently held
Outside Director, Ibokin Corp.
Reasons for proposing the candidate for outside director and overview of expected role
Noritomo Hashimoto has served as Director and Executive Officer at Mitsubishi Electric Corporation, and we believethat his rich experience and deep knowledge serving as the Chairman of the Nomination and Compensation Committees
as well as being in charge of departments such as General Affairs, Human Resources and Corporate Strategic Planning,
will be leveraged to supervise and provide advice on the Company’s overall management, particularly in the areas ofmanagement strategy and human resources, and will strengthen the function of our Board of Directors, so we havemade him a candidate for outside director. If he is elected, he will be involved in the election of candidates for directors
and the determination of compensation for directors (and other officers) of the Company, objectively and from a neutral
position as a Nomination and Compensation Committee member.
Apr. 1973
Joined Japan Broadcasting Corporation(Nippon Hoso Kyokai (NHK))
July 1989
General Broadcasting Administration, NHK
and Executive Vice President of NHK
Hirokazu Nishiyama
Enterprises America, Inc.
(November 13, 1949)
June 2003
Responsible for Engineering, Programming
New candidate
Department, NHK
OutsideJune 2004
Head of Engineering Department, NHK
Independent
Term of office
Apr. 2005
Executive Board Member, NHK (Chief
Engineering Officer)
Attendance at Board ofJune 2009
Representative Director and President of NHK
Directors meetings
Media Technology, Inc.
-/- (-%)
June 2017
Director and Head of 8K Ecosystem Business
Strategy Office, Sharp Corporation
Significant positions concurrently held
Reasons for proposing the candidate for outside director and overview of expected role
Hirokazu Nishiyama has served as Executive Board Member of NHK, and we believe that his experience as a memberof corporate management including as a director at Sharp Corporation, as well as his deep knowledge in various fields,
will be leveraged to supervise and provide advice on the Company’s overall management, particularly in the area of theGroup’s business fields, and will strengthen the function of our Board of Directors, so we have made him a candidatefor outside director. If he is elected, he will be involved in the election of candidates for directors and the determinationof compensation for directors (and other officers) of the Company, objectively and from a neutral position as a
Nomination and Compensation Committee member.

-9-(Notes) 1. No conflict of interest exists between any of the candidates and the Company.
2. Susumu Miyoshi, Akira Tamura, Noritomo Hashimoto, and Hirokazu Nishiyama are candidates for outside directors.
3. The Company has entered into contracts with Susumu Miyoshi, Akira Tamura, and Noritomo Hashimoto based on theprovisions of the Companies Act, Article 427, Paragraph 1 to limit their liability for damages under Article 423, Paragraph
1 of the said Act to within the minimum liability amount stipulated in Article 425, Paragraph 1 of the said Act. If thereelection of the three candidates is approved, the Company plans to renew the aforementioned contracts with them. If theelection of Hirokazu Nishiyama is approved, the Company plans to enter into a limited liability agreement under the sameterms with him.
4. The Company has entered into a liability insurance agreement with an insurance company for the officers, etc., stipulated
in Article 430-3, Paragraph 1 of the Companies Act. This insurance agreement will cover any damages that may arise dueto the insured officers, etc. assuming responsibility for the execution of their duties, or from claims received in relation to
the pursuit of such responsibility. An overview, etc. of the content of the insurance agreement is listed in “III Corporate
Officers (5) Overview of Details of Directors and Officers Liability Insurance Policy” on page 44 of the Business Report(available in Japanese only). If the election of the candidates for director is approved, all of them will be included in theinsured persons of this insurance agreement. Furthermore, in the next renewal period, the Company will renew thisinsurance agreement with the same contents.
5. Susumu Miyoshi, Akira Tamura, and Noritomo Hashimoto satisfy the requirements for independent officers based on theprovisions of the Tokyo Stock Exchange; so the Company has registered them as independent officers. If the reelection of
the three candidates is approved, the Company plans for their appointment as independent officers to continue. Hirokazu
Nishiyama satisfies the requirements for an independent officer based on the provisions of the Tokyo Stock Exchange; so
the Company plans to register him as an independent officer.
6. The Company concluded an advisory contract with Hirokazu Nishiyama from July 2019, but the contract associated withholding office as Director is scheduled to expire.

- 10 -

<Reference> Table of Officer Structure After Approval of Proposal No. 2 and Area of Expertise of Each Director and Auditor
Area of Expertise
Corporate
Management

Name

○
○

Isao Tsukamoto
Ryoichi Kado
Shinsuke Takahashi
Shintaro Kakei
Eiji Kawamura

GlobalSales andMarketing

○
○
○
○
○
○
○

OutsideIndependent○

Akira Tamura

OutsideIndependent○○

Noritomo Hashimoto

OutsideIndependent○

Hirokazu Nishiyama

OutsideIndependent○

OutsideIndependent

Yoichi Sato

OutsideIndependent○○○

Technology and
Manufacture

IT andDigital

○
○
○
○

○
○

○
○
○
○

○
○
○

○

○
○

○

Susumu Kitsunai

Personneland
Human
Resources
Development○○

Kazunori Kameda
Takahiro Ishii

FinanceandAccounting○

Susumu Miyoshi

Director Mitsuhiro Nohara

Auditor

○
○
○
○
○
○
○

Motonori Toshinari

Law and
Risk
Management

○
○
○

○

○
○
○
○

* A maximum of four particular areas expected of each person are presented. The above table does not represent all of the knowledge
possessed by the candidates.

- 11 -

[The Company’s Rationale Regarding Independence for Outside Officers]
 As the Company elects outside officers in accordance with “Qualifications Required of Outside Officers”(Notes), which is based on requirements in the Companies Act in addition to the criteria for determining
independence as set forth by the Tokyo Stock Exchange, the Company has judged that the independence ofoutside officers is sufficiently maintained, and submitted notification to the Tokyo Stock Exchange concerning
the designation of all outside officers as independent officers.
 The Board of Directors resolved that all outside officers will become independent officers as it was confirmedthat there are no issues with “Qualifications Required of Outside Officers” as a standard for determining theindependence of outside officers.
(Notes) Qualifications Required of Outside Officers
 The following qualification requirements have been established between new candidates for outside officer andthe companies and organizations to which they belong and the Company.
1. Has not been a representative officer or employee of the accounting auditor in the five years prior to being
nominated as a candidate for director or auditor
2. Is not a major shareholder of the Group (person who holds stocks with 10% or more of total voting rights) ora director, auditor, officer, executive officer or employee of a major shareholder of the Group
3. Is not a director, auditor, officer, executive officer or employee of a major business partner (*) of the Group(*) A major business partner is a company that has transactions with the Group where the amount paid or
received amounts to 3% or more of the consolidated net sales of the Group or the business partner
4. Has not received remuneration of ¥10 million or more from the Group other than remuneration as a director
or auditor
5. Does not have a familial relationship (within the second degree of kinship) with the any of the Group’s
directors, auditors or executive officers
6. Is not involved in the mutual dispatch of directors, auditors, officers or executive officers to and from theGroup
7. Has any other interest in the Group, and independence is not called into question when carrying out duties as
outside director or outside auditor- 12 -