Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities code: 5805
June 4, 2021
To our shareholders:
Takayo Hasegawa
President and Representative Director
1-14, Nisshin-cho, Kawasaki-Ku,
Kawasaki City

Notice of the 125th Ordinary General Meeting of Shareholders
The 125th Ordinary General Meeting of Shareholders of SWCC SHOWA HOLDINGS CO., LTD. (the“Company”) will be held as described below.
Due to the current spread of novel coronavirus disease (COVID-19), we would appreciate your cooperationin preventing infection by checking your own physical condition prior to attending the Meeting. If you do
not feel well, you should exercise your voting rights by mail or electronically (via the Internet, etc.) in
advance and refrain from coming to the venue on the meeting date. The Meeting will also be livestreamed
via the Internet. Please consider watching the livestream as well.
If you decide to view the General Meeting of Shareholders via livestream, please note that as this does notconstitute attendance under the Companies Act, you will not be able to ask questions or exercise your voting
rights on the day of the meeting. Therefore, please exercise your voting rights in advance by mail orelectronically (via the Internet, etc.).
In addition to the above, we would appreciate your cooperation with measures we take to prevent infection
at the meeting venue.
If you decide to exercise your voting rights by mail or electronically (via the Internet, etc.), please
review the “Reference Documents for the General Meeting of Shareholders,” and exercise your voting
rights in accordance with the “Guidance for Exercising Voting Rights” on page 5 of the Japaneseoriginal by 5:00 p.m. on Thursday, June 24, 2021.

1. Date and Time: Friday, June 25, 2021 at 10:00 a.m. (Japan Standard Time)
2. Place:
Tachibana, 11F, Kawasaki Nikko Hotel
1 Nisshin-cho, Kawasaki-Ku, Kawasaki City, Kanagawa(Please refer to the venue map at the end of the Japanese original.)

3. Purposes:

Items to bereported:

Items to beresolved:

1. Business Report and the Consolidated Financial Statements forthe 125th fiscal year (from April 1, 2020 to March 31, 2021) andthe results of audits of the Consolidated Financial Statements by
the Accounting Auditor and the Audit & Supervisory Committee
2. Non-Consolidated Financial Statements for the 125th fiscal year
(from April 1, 2020 to March 31, 2021)
Proposal 1: Appropriation of Surplus
Proposal 2: Election of Three (3) Directors (Excluding Directors
Who Are Audit & Supervisory Committee Members)
Proposal 3: Election of Two (2) Directors Who Are Audit &Supervisory Committee Members-End-1- Please note that the Company has decided to forgo the custom of giving presents to the shareholders who attend theMeeting this year. Thank you for your understanding.
 When you attend the Meeting in person, you are kindly requested to present the enclosed voting form at the reception desk.
 Pursuant to the laws and regulations and Article 18 of the Company’s Articles of Incorporation, “Notes to Consolidated
Financial Statements” and “Notes to Non-Consolidated Financial Statements” are deemed to be provided to shareholders
through the Internet (on the Company’s website: https://www.swcc.co.jp/hd/ir/guide/meeting.html) and accordingly, they
are not attached to this notice.
The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory
Committee for the audit report and the Accounting Auditor for the accounting audit report include, in addition to the attacheddocuments to this Notice, items to be presented as Notes to Consolidated Financial Statements and Notes to NonConsolidated Financial Statements.
 If any amendments are made to items in the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Consolidated Financial Statements or the Non-Consolidated Financial Statements, such changes will be postedon the Company’s website stated above.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:

Appropriation of Surplus

The Company proposes that surplus be appropriated in the manner as stated below.
Matters related to year-end dividends
Our basic policy is to continue to pay a stable dividend to our shareholders from a comprehensive point ofview based not only on state of profits but also on further business development, management structureenhancement, internal reserves, etc.
As a holding company, the Company considers paying dividends in line with not only non-consolidated
operating results of the Company, but also consolidated operating results of SWCC SHOWA Group (the“Group”).
In accordance with this policy, the Company proposes to pay year-end dividends for the 125th fiscal year as
follows:
The Company decided not to pay an interim dividend.
(1) Type of dividend property:
Cash(2) Allocation of dividend property and the total amount distributed:
The Company proposes to pay a dividend of ¥20 per common share of the Company.
Total amount: ¥596,612,740(3) Effective date of distribution:
June 28, 2021
Reference Dividend per share/Consolidated dividend payout ratio-3-

Proposal 2:

Election of Three (3) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of all three (3) Directors (excluding, here and in the paragraphs below, Directors who are Audit &Supervisory Committee Members) will expire at the conclusion of this Meeting.
Therefore, the Company proposes the election of three (3) Directors.
The candidates for Directors are as follows.
Note:

Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Executive
Officer Candidates” and by resolution of the Board of Directors, after obtaining a report by the Nominating
Committee in which Independent Outside Directors account for the majority of the members. In addition, thecandidates were also deliberated by the Audit & Supervisory Committee, and confirmation was received that noparticular opinions were expressed.

Gender(Age)

Current Position and Responsibility
in the Company

Takayo Hasegawa

Female(61 years old)

President and Representative Director,
Chairman of the Board of Directors
Group CEOSupervising Group Management,
Supervising Operational Restructuring

Reelection

2

Dongcheng ZhangMale(57 years old)

Representative Director
Senior Executive Officer
Assistant to President, Assistant forSupervising Operational Restructuring

Reelection

3

Guoqiang Hu

Male(58 years old)

DirectorReelection

Candidatenumber

1

Name

-4-

Candidate number

1

Takayo Hasegawa(October 15, 1959)
61 years old

Number of the Company shares held
9,266 shares
Attendance at Board of Directors
meetings (FY2020)
20/20
Number of years in office as a Director
8 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1984
June 2005
Apr. 2006
Apr. 2008
Reelection
June 2009

Apr. 2010

June 2013
Apr. 2017
June 2018
Apr. 2019
Apr. 2020

Joined the Company
Deputy General Manager, Engineering R&D Center, and General Manager,
Superconductivity Project of the Company
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Director, General Manager, Engineering R&D Center of SWCC SHOWA CABLE
SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept., Planning Div. of theCompany
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Manager, Product Planning Team, Corporate Planning Dept. of the Company
Executive Managing Director, General Manager, Engineering R&D Center of SWCC
SHOWA CABLE SYSTEMS CO., LTD.
Executive Officer, General Manager, Engineering Planning Dept. of the Company
Director, General Manager, Engineering Planning Dept. of the Company
Director of the Company
President and Director of the Company
President and Representative Director, Group CEO of the Company
President and Representative Director, Chairman of the Board of Directors
Group CEO of the Company (to present)

Reason for nomination as a candidate for Director
Ms. Takayo Hasegawa possesses abundant work experience and an impressive track record mainly inengineering R&D related departments of the Group. Since her appointment as Representative Director
and Group CEO of the Company, she has energetically striven to address business challenges, including
promoting corporate governance reform, such as the transition to a company with audit and supervisorycommittee, spanning the entire Group’s departments. Furthermore, as Chairman of the Board of
Directors, she works hard to see that the Board performs its functions fully by operating the proceedings
and leading a free and frank discussion. Moreover, she has promoted the medium-term management
plan, “Change SWCC2022” Rolling Plan (2019) and led the Group with robust leadership amid growing
economic uncertainty due to the spread of COVID-19 during the fiscal year under review, contributing
to the increase of corporate value. For these reasons, we propose her as a candidate to continue in her
position as Director. After she takes office as Director, the Company will reappoint her as President andRepresentative Director, as well as Chairman of the Board of Directors.
Notes:

1. There is no special interest between Ms. Takayo Hasegawa and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising the cases caused by actions takenin the knowledge that the action violates laws or regulations. If Ms. Takayo Hasegawa is elected and appointed as
Director, she will be insured by the policy. The Company plans to renew the policy with the same content with her
at the next term of renewal.

-5-Candidate number

2(January 6, 1964)

Dongcheng Zhang 57 years old

Number of the Company shares held
2,454 shares
Attendance at Board of Directors
meetings (FY2020)
20/20
Number of years in office as a Director
6 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1993
Oct. 2006
June 2012
June 2015
Reelection

Apr. 2017
June 2017
June 2018
Apr. 2019
Apr. 2020
Apr. 2021

Joined the Company
Deputy General Manager, Corporate Planning Dept. of the Company
Executive Officer, General Manager, Overseas Business Planning Promotion Dept. of
the Company
Director, General Manager, Overseas Business Planning Promotion Dept. of theCompany
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
Director of the Company
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
Executive Managing Director of the Company
Chairman of TIANJIN SHOWA ENAMELLED WIRE CO., LTD.
General Manager, Business Strategy Div. and Executive Managing Director of theCompany
Director, Senior Executive Officer, and General Manager, Business Strategy Div. of theCompany
Representative Director, Senior Executive Officer, and General Manager, Business
Strategy Div. of the Company
Representative Director, Senior Executive Officer of the Company (to present)

Reason for nomination as a candidate for Director
Mr. Dongcheng Zhang possesses extensive work experience and an impressive track record mainly in
the Group’s overseas business department. Since his appointment as Representative Director and Senior
Executive Officer of the Company, he has energetically striven to address business challenges, including
making strategic proposals on the Group’s business and promoting corporate governance reform.
Moreover, he has promoted the medium-term management plan, “Change SWCC2022” Rolling Plan
(2019) and played an important role in its achievement amid growing economic uncertainty due to the
spread of COVID-19 during the fiscal year under review, contributing to the increase of corporate value.
For these reasons, we propose him as a candidate to continue in his position as Director towardachieving the plan. After he takes office as Director, the Company will reappoint him as Representative
Director.
Notes:

1. There is no special interest between Mr. Dongcheng Zhang and the Company.
2. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising the cases caused by actions takenin the knowledge that the action violates laws or regulations. If Mr. Dongcheng Zhang is elected and appointed as
Director, he will be insured by the policy. The Company plans to renew the policy with the same content with him
at the next term of renewal.

-6-Candidate number

3

Guoqiang Hu(March 4, 1963)
58 years old

Number of the Company shares held
15,000 shares
Attendance at Board of Directors
meetings (FY2020)
20/20
Number of years in office as a Director
3 years[Career summary, positions and areas of responsibility in the Company]
Oct. 1995
Jan. 2002
Apr. 2003
May 2008
Dec. 2008
Sept. 2016
Reelection

June 2018
June 2020

Joined FUTONG SHOWA WIRE & CABLE (HANGZHOU) CO., LTD.
Chairman, General Office Manager of FUTONG GROUP CO., LTD.
Director of Transtech Optical Communication Company Limited (to present)
Director of FUTONG GROUP CO., LTD. (to present)
Director of KANGYIN SITE NETWORK (HANGZHOU) CO., LTD. (to present)
Executive Director and Chairman of TRANSTECH OPTELECOM SCIENCEHOLDINGS LIMITED (to present)
Outside Director of the Company
Director of the Company (to present)[Significant concurrent positions]
Director of FUTONG GROUP CO., LTD.
Executive Director and Chairman of TRANSTECH OPTELECOM SCIENCE HOLDINGS LIMITED
Reason for nomination as a candidate for Director
Mr. Guoqiang Hu is engaged in the management of FUTONG GROUP CO., LTD., and through his
career, he has accumulated keen insight in management, and after being appointed as Director of theCompany, he has provided appropriate advice and supervision of the Company’s management.
Furthermore, he has contributed to the increase in the Company’s value through joint ventures between
the two corporate groups. For these reasons, we propose him as a candidate to continue in his position
as non-executive Director.
Notes:

1. FUTONG GROUP CO., LTD., for which Mr. Guoqiang Hu has assumed office as a Director, is a major shareholderof the Company, and a business alliance agreement has been concluded between the Company and FUTONGGROUP CO., LTD.
There are no special conflicts of interest between FUTONG GROUP CO., LTD. and the Company, though there
are sales transactions, purchasing transactions, and loans between the respective corporate group of FUTONGGROUP CO., LTD. and the Company.
2. The Company has entered into the liability limitation contract with Mr. Guoqiang Hu in accordance with theprovisions of the Company’s Articles of Incorporation and Article 427, paragraph (1) of the Companies Act tolimit the liability for damages as provided for in Article 423, paragraph (1) of the Companies Act. The limitationof the liability for damages under the relevant contract is the minimum liability amount set forth in Article 425,
paragraph (1) of the Companies Act. If the proposed appointment of Mr. Guoqiang Hu as a non-executive Director
is approved, the Company intends to continue said contract with him.
3. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising the cases caused by actions takenin the knowledge that the action violates laws or regulations. If Mr. Guoqiang Hu is elected and appointed as
Director, he will be insured by the policy. The Company plans to renew the policy with the same content with him
at the next term of renewal.

-7-

Proposal 3:

Election of Two (2) Directors Who Are Audit & Supervisory Committee Members

The terms of two (2) Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this Meeting.
Therefore, the Company proposes the election of two (2) Directors who are Audit & Supervisory Committee
Members.
Prior consent of the Audit & Supervisory Committee has been obtained for this proposal.
The candidates for Directors are as follows.
Note: Nomination of candidates for Directors was made according to the “Criteria for Nominating Director and Executive
Officer Candidates” and the “Independence Criteria for Outside Officers,” and by resolution of the Board of Directors,
after obtaining a report by the Nominating Committee in which Independent Outside Directors account for the majorityof the members.

Candidatenumber

1

2

Name

Kiyoshi Togawa

Seiichiro Ichikawa

Gender(Age)

Current Position and Responsibility
in the Company

Male
Outside Director (Independent Officer)(73 years old)

Reelection
OutsideIndependent
New electionMale(67 years old)

OutsideIndependent-8-

Candidate number

1

Kiyoshi Togawa(May 21, 1948)
73 years old

Number of the Company shares held
4,900 shares
Attendance at Board of Directors
meetings (FY2020)
20/20
Attendance at Audit & Supervisory
Committee meetings (FY2020)
17/17
Number of years in office as a Director
6 years[Career summary, positions and areas of responsibility in the Company]
Apr. 1971
Oct. 1997
Apr. 2000
Apr. 2004
Reelection
OutsideIndependent

Apr. 2007
Apr. 2010

Mar. 2012
June 2015
June 2018
June 2019

Joined Hitachi Chemical Co., Ltd. (current Showa Denko Materials Co., Ltd.)
General Manager, Semiconductor Materials Sales Dept., Functional Materials Div. of
Hitachi Chemical Co., Ltd.
Executive Officer, General Manager, International Business Promotion Dept. of Hitachi
Chemical Co., Ltd.
Vice President and Executive Officer, General Manager, Marketing & Sales Operationsof Hitachi Chemical Co., Ltd.
Senior Vice President and Executive Officer, General Manager, Marketing & Sales
Operations of Hitachi Chemical Co., Ltd.
Senior Vice President and Executive Officer, General Manager, Corporate Strategy
Headquarters, and General Manager, Group Company Dept. of Hitachi Chemical Co.,Ltd.
Retired from Hitachi Chemical Co., Ltd.
Outside Director of the Company
Outside Director (Audit and Supervisory Committee Member) of UKC Holdings
Corporation (current Restar Holdings Corporation) (to present)
Outside Director (Audit & Supervisory Committee Member) of the Company (topresent)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Mr. Kiyoshi Togawa possesses keen insight in management gained while involved in the managementof a manufacturing company. We expect him to further strengthen the Group’s corporate governance byauditing and supervising the Company’s management based on his career experience and insight. For
these reasons, we propose him as a candidate to continue in his position as Outside Director who is an
Audit & Supervisory Committee Member.
Notes:

1. There is no special interest between Mr. Kiyoshi Togawa and the Company.
2. Mr. Kiyoshi Togawa is a candidate for Outside Director. He possesses independence as stipulated by the Tokyo
Stock Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” He
has been reported as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange Securities Listing
Regulations, and the Company intends for him to continue to be as independent officer should his reappointment
be approved.
3. The Company has entered into the liability limitation contract with Mr. Kiyoshi Togawa in accordance with theprovisions of the Company’s Articles of Incorporation and Article 427, paragraph (1) of the Companies Act tolimit the liability for damages as provided for in Article 423, paragraph (1) of the Companies Act. The limitationof the liability for damages under the relevant contract is the minimum liability amount set forth in Article 425,
paragraph (1) of the Companies Act. If the proposed appointment of Mr. Kiyoshi Togawa is approved, theCompany intends to continue said contract with him.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising the cases caused by actions takenin the knowledge that the action violates laws or regulations. If Mr. Kiyoshi Togawa is elected and appointed as
Director, he will be insured by the policy. The Company plans to renew the policy with the same content with him
at the next term of renewal.

-9-Candidate number2(December 8, 1953)

Seiichiro Ichikawa 67 years old

Number of the Company shares held
0 shares[Career summary, positions and areas of responsibility in the Company]
Apr. 1976
Jan. 2002
Sept. 2004
Mar. 2005
New election
OutsideIndependentMar. 2007
Mar. 2008
Mar. 2009
Mar. 2013
June 2016

Joined Sapporo Breweries Limited
Director, Osaka Brewery of Sapporo Breweries Limited
Director, Production Department, Production Technology Division of Sapporo
Breweries Limited
Operating Officer, Director, Production Department, Production Technology Divisionof Sapporo Breweries Limited
Operating Officer, Director, Shizuoka Brewery of Sapporo Breweries Limited
Managing Executive Officer, Director, Shizuoka Brewery and Director, Product
Technology Development Department of Sapporo Breweries Limited
Director (Member of the Board) and Managing Executive Officer, Director, Production
Technology Division of Sapporo Breweries Limited
Director (Member of the Board) and Senior Managing Executive Officer, Director,
Production Technology Division of Sapporo Breweries Limited
Outside Director of Nissan Shatai Co., Ltd. (to present)

Summary of reason for nomination as a candidate for Outside Director and expected roles
Mr. Seiichiro Ichikawa possesses keen insight in management gained through his experience as abusiness executive related to production technology at a manufacturing company. We expect him tofurther strengthen the Group’s corporate governance by auditing and supervising the Company’s
management based on his career experience and insight. For these reasons, we propose him as a
candidate for Outside Director who is an Audit & Supervisory Committee Member.
Notes:

1. There is no special interest between Mr. Seiichiro Ichikawa and the Company.
2. Mr. Seiichiro Ichikawa is candidate for Outside Director. He possesses independence as stipulated by the Tokyo
Stock Exchange’s criteria for independence and the Company’s “Independence Criteria for Outside Officers.” He
has been reported as independent officer stipulated in Rule 436-2 of the Tokyo Stock Exchange Securities Listing
Regulations, and the Company intends for him to be as independent officer should his appointment be approved.
3. If the proposed appointment of Mr. Seiichiro Ichikawa is approved, the Company intends to enter into the liability
limitation contract with him in accordance with the provisions of the Company’s Articles of Incorporation and
Article 427, paragraph (1) of the Companies Act to limit the liability for damages as provided for in Article 423,
paragraph (1) of the Companies Act. The limitation of the liability for damages under the relevant contract is theminimum liability amount set forth in Article 425, paragraph (1) of the Companies Act.
4. The Company has taken out a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act with an insurance company. The policy covers losses incurred in cases where
an insured person, including a Director of the Company, receives a claim for damages arising from the performanceof duties and assumes legal liability for the damages. However, to ensure that the appropriateness of the insured’s
performance of duties is not impaired, the policy does not cover damages arising the cases caused by actions takenin the knowledge that the action violates laws or regulations. If Mr. Seiichiro Ichikawa is elected and appointed as
Director, he will be insured by the policy. The Company plans to renew the policy with the same content with him
at the next term of renewal.

- 10 -

Reference
1. Corporate Governance(1) Corporate Governance Structure
The Company transitioned to a company with an Audit & Supervisory Committee from a company with
an Audit & Supervisory Board pursuant to a resolution passed at its 123rd Ordinary General Meetingof Shareholders held on June 26, 2019, with a view to increasing the efficiency and speed of businessexecution by delegating substantial authority for the execution of business operations to Executive
Officers, thereby further enhancing deliberations on important themes, such as management strategy,
by the Board of Directors and strengthening auditing and supervisory functions with the Audit &Supervisory Committee playing a critical role. In addition, by having clearly defined the authority andresponsibility of the persons responsible (Executive Officers in charge) for respective segments that arealigned with the Group’s business fields and strategies (Energy and Infrastructure Operations,
Communication and Industrial Device Operations, Electrical Equipment and Components Operations,and New Business Operations), we are promoting further enhancements to the revenue structure, which
is no longer defined by individual business operating companies, and efficient management based on
the performance indicator Return On Invested Capital (ROIC) and others.

- 11 -

(2) Composition of the Board of Directors and Skill Matrix(Upon the approval and adoption of Proposals No. 2 and No. 3)
The Company’s basic approach to corporate governance is based on our management philosophy, which
has a central theme of “trust.” We will continue to promote initiatives, recognizing that increasing the
speed and efficiency of management and the associated strengthening of monitoring functions is auniversal task for companies.
In line with this approach, the Company’s policy is to nominate Directors among human resources ofoutstanding personal qualities and insight who can supervise and execute the Company’s management.
Moreover, from a perspective of strengthening monitoring functions, for the Directors who are Audit &Supervisory Committee Members, the Company has elected a team possessing a fine balance ofabundant knowledge and experience in various fields such as sales, finance, and manufacturing, withmanagement experience as an essential attribute. The composition of the Board of Directors, together
with a skill matrix indicating each candidate’s knowledge and experience, is provided below.
Audit &
Supervisory
Committee
MemberNominating
Committee
MemberName

Representative
Director

Remuneration
Committee Member

Takayo Hasegawa●●

Dongcheng Zhang●●

Outside Director

Independent Officer●

Guoqiang Hu
Kiyoshi Togawa

●

●

●

●

●

Yuji Sakakura

●

●

●

●

●

Seiichiro Ichikawa

●

●

●

Takashi Togawa●

Notes: 1. The Company plans for Ms. Takayo Hasegawa and Mr. Dongcheng Zhang to be reappointed as Representative Directors by resolution at a meetingof the Board of Directors to be held after the conclusion of the Ordinary General Meeting of Shareholders.
2. Mr. Yuji Sakakura and Mr. Takashi Togawa will have served as Director (at the conclusion of the meeting) for one year.

Name

Essential
skill
Corporate
Management

ESG

Industry
insight

Overseasbusiness

Takayo Hasegawa

●

●

●

Dongcheng Zhang

●

●

●

●

Guoqiang Hu

●

●

●

●

Kiyoshi Togawa

●

●

●

Yuji Sakakura

●

●

●

Seiichiro Ichikawa●●

Takashi Togawa

●

●

Sales

Accounting& finance

Research

Manufacturing

●
●
●
●
●
●

●

●

(3) Optional Advisory Committee
The Company has established the Nominating Committee and the Remuneration Committee, whichconstitute the Optional Advisory Committee to the Board of Directors, with the aim to improve
objectivity and transparency of the process of human resource and remuneration decisions regarding
Directors, etc. by appropriately securing opportunities for the Independent Outside Directors to involveand to offer advice, as well as to further enhance and strengthen the Corporate Governance Structure.

- 12 -

Each Committee is composed of three (3) or more Directors selected by resolution of the Board of
Directors, in line with the Nominating Committee and Remuneration Committee Regulations, which
stipulate that at least half of these are to be Outside Directors.
For Proposal 2 and Proposal 3, a report has been obtained from the Nominating Committee, which iscomprised of two (2) Independent Outside Directors and one (1) Director (the Chairman is an
Independent Outside Director).
The activities of the Nominating and Remuneration Committees during the fiscal year under review are
as follows.
(i)

Activities of the Nominating Committee
The Nominating Committee met 16 times during the fiscal year under review. The meetings held
during the fiscal year under review focused mainly on deliberating the next-generation
management candidate development plan and following up on personnel system reforms, as wellas the approach to performance reviews and evaluation results.

(ii)

Activities of the Remuneration Committee
The Remuneration Committee met 9 times during the fiscal year under review. Deliberations
during the fiscal year under review primarily revolved around a review of the calculation criteria
for performance-linked remuneration, expanding the application of the restricted share-based
remuneration plan, and amounts of remuneration for the next fiscal year, and the committee
reported on these to the Board of Directors. The results of performance reviews on incumbent
Directors and Executive Officers were referenced in developing a response on the amounts ofremuneration for the next fiscal year (fiscal year 2021).

(4) Executive Officer System
The Company strengthens and expands the Executive Officer System with the aim of increasing theefficiency and speed of business execution.
Executive Officers are appointed in the same way as the candidates for Directors, by a resolution of theBoard of Directors after obtaining the report of the Nominating Committee. In addition, an Executive
Officer contract of mandate is concluded between the Company and the Executive Officers, in which
the authority, missions and responsibilities of each Executive Officer are clarified.
Please refer to page 40 of the Japanese original, for details about the Company’s Executive Officers asof April 1, 2021.

- 13 -

2. Criteria for Nominating and Dismissing Directors, etc.
In order to enhance objectivity and transparency regarding the election and dismissal of Directors, etc., theCompany has established the “Criteria for Nominating Director and Executive Officer Candidates” and the“Independence Criteria for Outside Officers,” as well as the “Criteria for Dismissing Directors and Executive
Officers” over the Board of Directors. In addition, with regards to the election and dismissal of Directors,
etc., to further enhance objectivity and transparency there shall be deliberations by the Nominating
Committee, and the Board of Directors shall make the final decision, while respecting its response.
(1) Criteria for Nominating Director and Executive Officer Candidates
Individuals with outstanding character and insight who can supervise and execute management of theCompany in accordance with the basic principles of the Corporate Governance are nominated as
candidates for Director and Executive Officer by resolution of the Board of Directors, regardless of
their personal attributes such as gender and nationality, etc. The term of office of the Directors(excluding Directors who are Audit & Supervisory Committee Members) and Executive Officers of theCompany is one year.
Directors:(i)Must be an individual with background, capability, leadership, medium- and long-term
perspective as well as high ethical standards, all appropriate to involve in decision-making related
to management and in supervision of business execution.

(ii)

Must be an individual who respects and practices the Company’s corporate philosophy, has
integrity trusted by customers, business partners, shareholders, local communities and employees,
observes the law, the corporate code of conduct as well as the internal and external ethics andnorms, and has the insight and fairness necessary for a Director.

(iii) In addition to the items above, the Independent Outside Director of the Company must be anindividual who can be judged to have independence based on the “Independence Criteria for
Outside Officers” established by the Company.
Executive Officers:(i)Must be an individual who is able to continuously improve the corporate value of the Company,
offer concrete proposals of and execute management strategies and action plans that contribute to
an increase in corporate value in the medium- and long-term, and who is able to continuously
make efforts to perpetually review and improve them.

(ii)Must be an individual with abilities that employees can aim for, such as responding to market
changes and thoroughly practicing its basics, observing the law, building and applying compliance,internal control, as well as risk and crisis management.

(iii) Must be an individual who has the abilities to freely discuss in the management meetings, etc.,
express constructive opinions, make recommendations and build a consistent strategic system bycomprehensively identifying the management resources of the entire Group.
(iv) Must also be an individual who has the abilities required as an executive officer in charge ofbusiness execution of the entire Group.

- 14 -

(2) Independence Criteria for Outside Officers
Outside Officers and candidates for Outside Officer are deemed to have independence by the Company
if none of the following is found to apply as a result of a survey conducted by the Company to areasonably possible extent.
(i)People executing business (Note 1) of the Company and its subsidiaries (hereinafter referred tocollectively as “the Group”) or people who have executed business of the Group in the past 10
years

(ii)

Major suppliers to the Group (Note 2), or people executing business of the suppliers(iii) Major clients of the Group (Note 3), or people executing business of the clients(iv) Major shareholders, directly or indirectly, with 10% or more of the total voting rights in the
Company, or people executing business of the major shareholders(v)

People belonging to the auditing firm that is the accounting auditor of the Group(vi) Lawyers, certified public accountants, tax accountants, consultants, etc. receiving substantial
amounts (Note 4) of money and other economic benefits in addition to remuneration provided to
officers by the Group(vii) People belonging to law offices, auditing firms, tax accounting or consulting firms, groups, suchas a union, who receive substantial amounts of money and other economic benefits from the Group,
people receiving substantial amounts of donations or assistance from the Group, or who haveexecuted business or have been director of a firm or a group, such as a union.
(viii) People to whom either (ii) to (vii) above applied in the past 3 years(ix) Close relatives (Note 5) of people to whom either (i) to (vii) above applies
Notes:

1. People executing business means Executive Director, Executive Officer (Shikkoyaku or Shikkoyakuin), andemployees that hold senior management position.
2. Major supplier means a supplier whose transaction amount with the Group during the most recent fiscal year ismore than 2% of the supplier’s consolidated net sales for that fiscal year, or financial institutions whose financing
to the Group is more than 2% of the Group’s consolidated total assets at the end of the most recent fiscal year.
3. Major client means a client whose transaction amount with the Group during the most recent fiscal year is morethan 2% of the Company’s consolidated net sales for that fiscal year.
4. Substantial amount means 10 million yen or more, for individuals, or more than 2% of consolidated net sales orgross revenue, for companies or groups, on average for the past three fiscal years.
5. Close relative means a spouse or a relative of second-degree or closer.

(3) Criteria for Dismissing Directors and Executive Officers
If it is judged that a Director or Executive Officer of the Company is likely to fall under any of thefollowing items, the Nominating Committee shall deliberate and examine the need for dismissal andthe Board of Directors shall make a decision.
(i)Engaged in an act that is in breach of public order and morals (including where (s)he has beenfound to have a socially reprehensible relationship with antisocial forces)(ii)

Violated laws and regulations or the Group’s rules, etc. including the Articles of Incorporation,
causing a substantial loss or business hindrance to the Group(iii) Found not to possess abilities stipulated in the “Criteria for Nominating Director and Executive
Officer Candidates”(iv) Caused significantly poor business performance of the Group (applicable to Representative
Director, President and Group CEO only)(v)

Caused significantly poor business performance or operational malaise of a business or sector in
charge (applicable to Executive Officers only)(vi) Was significantly hindered, due to health reasons, etc., in the execution of duties- 15 -

3. Evaluation of the Effectiveness of the Board of Directors
In order to verify the appropriate functioning of the Board of Directors, the Company analyzes and evaluates
its own effectiveness every fiscal year. Specifically, answers to a questionnaire given to all Directors are used
to share evaluation results and issues with the Board of Directors, which then engages in constructive debate
on the ideal state of the Board of Directors going forward.
An overall analysis of the results of the questionnaire for the fiscal year under review confirmed that theoperation of the Board of Directors is being conducted appropriately by the Chairman of the Board of
Directors, the Company is being managed largely appropriately in an atmosphere of candor and openness,and that the effectiveness of the Board of Directors of the Company has therefore been broadly ensured.
Regarding many of the questions that had been raised previously with regard to items for deliberation, suchas insufficient examination and deliberation regarding risk management and internal control, an increase in
responses indicating that the situation has improved since the previous questionnaire is considered to showthat various measures aimed at improving these issues were effective.
On the other hand, there is an awareness that further examination is needed. For operation of the Board of
Directors, it is needed regarding improvements to the selection of discussion topics for achieving efficient
operation while enhancing deliberation of matters related to the broader direction of the Company, such as
management strategy, etc. Moreover, for matters for deliberation, it is needed regarding revisions of theperformance-linked remuneration and the evaluation of the effectiveness of the Board of Directors. We willcontinue working to make improvements.
-End-- 16 -