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: 1942)
June 6, 2024
To our shareholders:Seiichi Fubasami, Chairman and Director
Kandenko Co., Ltd.
4-8-33 Shibaura, Minato-ku, Tokyo

Notice of the 110th Annual General Meeting of Shareholders
We are pleased to announce the 110th Annual General Meeting of Shareholders of Kandenko Co., Ltd. (the“Company”) to be held as described below.
When convening this general meeting of shareholders, the Company takes measures for providing in electronic
format the information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (matters for which measures for providing information in electronic format are to be taken). So please accesseither of the following websites to confirm the information.
The Company’s website:
https://www.kandenko.co.jp/ir/stockholders-meeting
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/1942/teiji/
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “Kandenko” in “Issue name (company
name)” or the Company’s securities code “1942” 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 exercise your voting rights prior to the meeting, please refer to the “Guide to Exercise Voting Rights” (Japaneseonly) on page 4 and page 5 and exercise your voting rights via the Internet or in writing, after examining the Reference
Documents for the General Meeting of Shareholders.
1. Date and Time: Thursday, June 27, 2024, at 10 a.m. (JST)
2. Venue:
Head Office of the Company
4-8-33 Shibaura, Minato-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements for the 110th
fiscal year (from April 1, 2023 to March 31, 2024), and the results of the audits of the Consolidated Financial
Statements by the Independent Accounting Auditor and the Board of Auditors
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Twelve (12) Directors
Proposal No. 3
Election of Five (5) Auditors
Proposal No. 4:
Payment of Bonuses to Directors-1-1. If you are attending the meeting in person, please submit the enclosed voting form to the reception.
2. The documents sent to the shareholder also acts as measures for providing information in electronic format under the request forissuance of documentation, and the following matters are omitted based on laws and regulations and the provisions of the Company’s
articles of incorporation.
- “Accounting Auditor status,” “System to secure Director’s exercise of the functions conform with laws and regulations andArticles of Incorporation as well as system to secure the properness of business activities of stock company as well as businessactivities of such business group comprised of stock companies and subsidiaries as well as outline of operational status of such
system” of the Business Report- “Consolidated Statements of Changes in Net Assets” and “Consolidated Notes” in the Consolidated Financial Statements- “Statements of Changes in Net Assets” and “Notes to Specific Items” in the Non-consolidated Financial Statements
Accordingly, the relevant documents are a part of the Business Report, Consolidated Financial Statements and Non-consolidated
Financial Statements which the Auditors audited in preparing their audit reports, as well as a part of the Consolidated Financial
Statements and Non-consolidated Financial Statements audited by Independent Accounting Auditor in preparing their audit reports.
3. When there are amendments in the measures for providing information in electronic format, it will be notified on each of the above
websites.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company proposes the appropriation of surplus by means of a year-end dividend of ¥24 per share, totaling¥4,905,050,784, based on its dividend policy of adhering to the stable and continuous payment of dividends.
It is also proposed that the effective date of the year-end dividend shall be June 28, 2024.
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥24 per share
Total dividends: ¥4,905,050,784
Effective Date
June 28, 2024

-3-

Proposal No. 2

Election of Twelve (12) Directors

At the conclusion of this meeting, the terms of office of all twelve (12) Directors will expire. Therefore, the Company
proposes the election of twelve (12) Directors.
The candidates for Director are as follows:
Candidate
no.

Name

Current Position at the Company

Board ofDirectors’Meeting
Attendance
12/12(100.0%)17/17(100.0%)17/17(100.0%)17/17(100.0%)17/17(100.0%)12/12(100.0%)12/12(100.0%)17/17(100.0%)1

Seiichi Fubasami

Reelected

Chairman and Director

2Toshio Nakama

Reelected

President and Executive Officer

3

Nobuhiro Iida

Reelected

Executive Vice President and Executive Officer

4

Yuji Ueda

Reelected

Executive Vice President and Executive Officer

5

Mitsuru Fujii

Reelected

Senior Managing Director and Executive Officer

6

Hiroyuki Enoki

Reelected

Senior Managing Director and Executive Officer

7

Hirofumi Tamogami

Reelected

Managing Director and Executive Officer

8

Koichi Nakahito

Reelected

Managing Director and Executive Officer

9

Miwako Ando

Reelected
OutsideIndependent

Director

17/17(100.0%)10

Koji Tanaka

Reelected
OutsideIndependent

Director

17/17(100.0%)11

Miwa Suto

Reelected
OutsideIndependent

Director

12/12(100.0%)12

Takaaki Kato

Newly elected
OutsideIndependent

―

-4-

―

Candidate
no.

Name
(Date of birth)
Seiichi Fubasami(July 25, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 2017

June 2019
Apr. 2020

1

Reelected

June 2022
June 2023

Executive Vice President of the Tokyo ElectricPower Company Holdings, Inc. (until June2022)
Director of Tokyo Electric Power Company
Holdings, Inc. (until June 2022)
Representative Executive President of TEPCO
Renewable Power, Inc. (until Mar. 2022)
Joined the Company as Advisor
Chairman and Director of the Company(current position)

Number of theCompany’s shares
owned

5,684

Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Seiichi Fubasami has knowledge of business activities related to corporate management, ESG and compliance, financeand accounting, and new business. The Company has judged that his experience and insight, etc. gained as Chairman
and Director will contribute to the Company’s sustainable growth and enhancement of our corporate value over the
medium to long term.
Apr. 1982
Joined the Company
Toshio Nakama(February 25, 1960)
Oct. 2014
Senior Executive Officer, Division Manager ofKitakanto & Hokushinetsu Sales Division, andGeneral Manager of Saitama Branch
June 2015
Managing Director and Executive Officer
June 2017
Executive Vice President and Executive Officer
June 2020
President and Executive Officer (current
49,573
position)2

Reelected
Tenure as Director (as of theconclusion of this meeting)
9 years
Reasons for nomination as candidate for Director
Toshio Nakama has knowledge of business activities related to corporate management, ESG and compliance, sales andmarketing, and operation and management. The Company has judged that his experience and insight, etc. gained as
President and Executive Officer will contribute to the Company’s sustainable growth and enhancement of our corporate
value over the medium to long term.

-5-Candidate
no.

Name
(Date of birth)
Nobuhiro Iida
(November 30, 1961)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Oct. 2018

June 2020
June 2022
July 2023

3

4

5

Reelected

Joined the Company
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andBranch Manager of Kanagawa BranchManaging Director and Executive Officer
Executive Vice President and Executive Officer
Executive Vice President, Executive Officer,
and Division Manager of Sales Division, incharge of overall operations (current position)

Number of theCompany’s shares
owned

22,679Tenure as Director (as of theconclusion of this meeting)
4 years
Reasons for nomination as candidate for Director
Nobuhiro Iida has knowledge of business activities related to corporate management, sales and marketing, purchasing,and overseas business. The Company has judged that his experience and insight, etc. gained as Executive Vice President
and Executive Officer, etc. will contribute to the Company’s sustainable growth and enhancement of our corporate
value over the medium to long term.
Apr. 2016
Managing Director of TEPCO Energy Partner,
Yuji Ueda
Inc.
(January 26, 1960)
July 2017
Joined the Company as Executive Managing
Officer and Deputy Executive General Manager
of Sales Division and in charge of Group
Business
June 2018
Managing Director and Executive Officer
24,352June 2021
Executive Vice President and Executive Officer
July 2023
Executive Vice President, Executive Officer,
Reelected
Chief Green Innovation Officer (CGIO), in
charge of general operations, Strategy &Tenure as Director (as of theTechnology Development Division andconclusion of this meeting)International Business Division (current
6 years
position)
Reasons for nomination as candidate for Director
Yuji Ueda has knowledge of business activities related to corporate management, sales and marketing, new business,and overseas business. The Company has judged that his experience and insight, etc. gained as a Managing Director of
TEPCO Energy Partner, Inc. and as Executive Vice President and Executive Officer, etc. of the Company willcontribute to the Company’s sustainable growth and enhancement of our corporate value over the medium to long term.
Apr. 1985
Joined the Company
Mitsuru Fujii(October 31, 1962)
Oct. 2018
Executive Managing Officer and Head ofPower Distribution Unit, Social Infrastructure
Division
June 2021
Managing Director and Executive Officer
June 2023
Senior Managing Director and Executive
Officer
19,544
July 2023
Senior Managing Director Executive Officer,
Chief Risk Management Officer (CRO), Acting
Reelected
General Manager of the Social Infrastructure
Division, and in charge of the Safety andTenure as Director (as of the
Quality Control Unit, Internal Control Divisionconclusion of this meeting)(current position)
3 years
Reasons for nomination as candidate for Director
Mitsuru Fujii has knowledge of business activities related to ESG and compliance, sales and marketing, operation andmanagement, and purchasing. The Company has judged that his experience and insight, etc. gained as Senior Managing
Director and Executive Officer, etc. will contribute to the Company’s sustainable growth and enhancement of ourcorporate value over the medium to long term.

-6-Candidate
no.

Name
(Date of birth)
Hiroyuki Enoki(January 9, 1963)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Apr. 2023
June 2023
July 2023

6

7

Joined the Company
Executive Managing Officer and Division
Manager of Social Infrastructure Division
Senior Managing Director and Executive
Officer
Senior Managing Director, Executive Officer,
Division Manager of Social Infrastructure
Division (current position)

Number of theCompany’s shares
owned

10,616

Reelected
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Hiroyuki Enoki has mastery of business activities related to corporate management, ESG and compliance, and humanresources and labor. The Company has judged that his experience and insight, etc. gained as Division Manager of theSocial Infrastructure Division and as Senior Managing Director and Executive Officer, etc. will contribute to theCompany’s sustainable growth and enhancement of our corporate value over the medium to long term.
Apr. 1986
Joined the Company
Hirofumi Tamogami(December 13, 1963)
July 2020
Executive Managing Officer, Division Manager
of Higashikanto Sales Division and BranchManager of Chiba Branch
June 2023
Managing Director and Executive Officer
July 2023
Managing Director Executive Officer, Chief
Strategy Officer (CSO) and Chief Human
14,742
Resources Officer (CHRO), Head of Corporate
Planning Unit, and in charge of the Accounting
Reelected
and Finance Unit (current position)
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Hirofumi Tamogami has mastery of business activities related to corporate management, human resources and labor,
sales and marketing, technology development/DX/IT. The Company has judged that his experience and insight, etc.
gained as Division Manager of Higashikanto Sales Division and Branch Manager of Chiba Branch, and as Managing
Director and Executive Officer and such will contribute to the Company’s sustainable growth and enhancement of ourcorporate value over the medium to long term.

-7-

Candidate
no.

Name
(Date of birth)
Koichi Nakahito(November 6, 1963)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2018
Oct. 2020

89

Reelected

June 2021
July 2023

Executive General Manager of Tokyo Branchof TEPCO Power Grid, Incorporated
Joined the Company as Executive Managing
Officer, Deputy Executive General Manager ofSocial Infrastructure Division and Deputy
Executive General Manager of Strategy &Technology Development Division
Managing Director and Executive Officer
Managing Director, Executive Officer (incharge of Strategy & Technology Development
Division), Deputy Executive General Manager
of Social Infrastructure Division (current
position)

Number of theCompany’s shares
owned

12,860Tenure as Director (as of theconclusion of this meeting)
3 years
Reasons for nomination as candidate for Director
Koichi Nakahito has knowledge of business activities related to operation and management, new business, andtechnology development/DX/IT. The Company has judged that his experience and insight, etc. gained as Managing
Director and Executive Officer, etc. will contribute to the Company’s sustainable growth and enhancement of ourcorporate value over the medium to long term.
July 2016
Public Prosecutor of Supreme Public
Miwako Ando
Prosecutors Office(November 7, 1957)
Mar. 2017Retired from Public Prosecutor
Apr. 2017
Professor of Graduate School of Law of Hosei
University (until Mar. 2023)
June 2019
Registered as Attorney-at-Law (current
position)
June 2021
Director of the Company (current position)
Apr. 2023
Part-time lecturer, Faculty of Law, Hosei
Reelected
University (current position)
Outside<Significant Concurrent Positions outside the Company>
Independent
Attorney-at-law

0

Tenure as Director (as of theconclusion of this meeting)
3 years
Reasons for nomination as an outside Director and overview of expected role
Although Miwako Ando has not been involved in corporate management, the Company believes her knowledge of ESG
and compliance, and human resources and labor, as well as her experience and insight gained as a prosecutor andlawyer, will contribute to the sustainable growth of the Company and the enhancement of its corporate value over the
medium to long term.
Furthermore, the Company expects her to give advice and supervise management from an independent and objective
standpoint based on her above-mentioned experience, expertise, etc.

-8-Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 200710

Number of theCompany’s shares
owned

Executive Officer, General Manager, Hitachi
Works and Vice President of Power Systems
Group, Hitachi, Ltd.
Apr. 2009
Executive Officer, President of Power Systems
Group, General Manager of Renewable Energy& Smart Grid Division, Hitachi, Ltd.
Apr. 2011
Representative Executive Officer, Executive
Koji Tanaka
Vice President and Executive Officer, Hitachi,(January 22, 1952)
Ltd.
Jan. 2014
Chairman and Outside Director, Mitsubishi
Hitachi Power Systems, Ltd. (until Mar. 2018)
June 2014
Outside Director, Hitachi Metals, Ltd. (until
June 2015)
May 2016
President, The Institute of Electrical Engineersof Japan (IEEJ) (until May 2017)
0June 2016
Director, Hitachi Chemical Company, Ltd.
Reelected(until June 2017)
OutsideApr. 2017
Representative Executive Officer, Executive
Independent
Vice President and Executive Officer, CEO,
Nuclear Energy Business Unit, Hitachi, Ltd.
Tenure as Director (as of theApr. 2018
Advisor, Hitachi, Ltd. (until April 2020)conclusion of this meeting)
June
2018
Director, Hitachi Chemical Company, Ltd.
2 years(until June 2019)
June 2018
Director, Hitachi Construction Machinery Co.,
Ltd. (until June 2019)
June 2018
Chairman of the Board, Outside Director,
Hitachi Transport System, Ltd. (until June
2020)
June 2022
Director of the Company (current position)
Reasons for nomination as an outside Director and overview of expected role
Koji Tanaka has knowledge related to corporate management, new business, technology development/DX/IT, andoverseas business as his experience and insight gained as Representative Executive Officer and Executive Vice
President of Hitachi, Ltd. The Company has judged that he will contribute to the Company’s sustainable growth andenhancement of our corporate value over the medium to long term.
Furthermore, the Company expects him to give advice and supervise management from an independent and objective
standpoint based on his above-mentioned experience, expertise, etc.

-9-Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
Oct. 1991

11

Number of theCompany’s shares
ownedJoined HAKUHODO Inc. (until Apr. 1990)
Joined Arthur Anderson (currently KPMG
AZSA LLC) (until Aug. 1996)
Apr. 1995
Registered as certified public accountant(current position)
Oct. 1996
Joined Schroders PTV Partners KK (now MKS
Partners Ltd) (until Oct. 1997)
Jan. 2001
Partner at Bain & Company (until Mar. 2006)
Miwa Suto
Apr. 2006
Representative Director of PLANET PLAN &(August 17, 1963)
CO. (current position)
Mar. 2018
Outside Audit & Supervisory Board Member of
ASICS Corporation (until Mar. 2020)
Apr. 2019
Specially-appointed professor, Graduate Schoolof Media and Governance, Keio University(until Mar. 2024)
0Mar. 2020
Outside director (Audit and Supervisory
Committee) of Asics Corporation (until Mar.
Reelected
2024)
OutsideJune 2021
Outside Director of Katitas Co., Ltd. (current
Independent
position)Mar. 2023
Outside Director of KOSÉ Corporation (current
Tenure as Director (as of theposition)conclusion of this meeting)June 2023
Director of the Company (current position)
1 yearMar. 2024
Outside director of Asics Corporation (current
position)<Significant Concurrent Positions outside the Company>
Certified public accountant
Representative Director of PLANET PLAN & CO.
Outside director of Asics Corporation
Outside Director of KOSÉ Corporation
Outside Director of Katitas Co., Ltd.
Reasons for nomination as an outside Director and overview of expected role
Miwa Suto has accumulated a vast experience and insight with her expertise in corporate management, finance andaccounting, technology development/DX/IT, and as a certified public accountant. She also has vast experience andinsight and such being a Representative Director of PLANET PLAN & CO., as well as Outside Director at Asics
Corporation, KOSÉ Corporation, Katitas Co., Ltd. and others, and will contribute to the sustainable growth of theCompany and the enhancement of its corporate value over the medium to long term.
Furthermore, the Company expects her to give advice and supervise management from an independent and objective
standpoint based on her above-mentioned experience, expertise, etc.

- 10 -

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Mar. 2005

Number of theCompany’s shares
ownedJoined The Fuji Bank, Limited
General Manager of Hong Kong Branch,
Mizuho Corporate Bank, Ltd.
Apr. 2008
Executive Officer of Mizuho Securities Co.,Ltd.
Apr. 2009Managing Executive Officer of Mizuho
Securities Co., Ltd.
Apr. 2011
Managing Executive Officer of Mizuho
Securities Co., Ltd. and Chair of Mizuho
Securities Asia Limited
Apr. 2013
Managing Executive Officer, Deputy General
Takaaki KatoManager of Accounting Division, KYB(June 12, 1957)
Corporation
June 2014
Executive Managing Officer and General
Manager of Accounting Division, KYB
Corporation
Apr. 2015
Senior Managing Executive Officer andGeneral Manager of Accounting Division, KYB
Corporation
June 2015
Director and Senior Managing Executive
Newly elected
12
Officer in charge of Auditing and CSR, General
OutsideManager of Accounting and Corporate Planning
Independent
Divisions, KYB Corporation
Apr. 2016
Director, Senior Managing Executive Officer in0charge of Global Finance and General Manager
of Accounting Divisions, KYB Corporation
Apr. 2017
Director and Senior Managing Executive
Officer in charge of Global Finance, KYB
Corporation
June 2017
Representative Director, Vice President,
Executive Officer in charge of Global Finance,
KYB Corporation
June 2023
Advisor, KYB Corporation (current position)
Reasons for nomination as an outside Director and overview of expected role
The Company has judged that Takaaki Kato, with his expertise in corporate management, ESG and compliance, financeand accounting, and overseas business, as well as his experience and insight gained as Representative Director, Vice
President, and Executive Officer of KYB Corporation and as Executive Managing Officer of Mizuho Securities Co.
Ltd., etc. will contribute to the Company’s sustainable growth and enhancement of our corporate value over the
medium to long term.
Furthermore, the Company expects him to give advice and supervise management from an independent and objective
standpoint based on his above-mentioned experience, expertise, etc.
Notes: 1. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Miwako Ando, Koji Tanaka, and Miwa Suto to limit their liability for damages under Article 423, paragraph (1) of
the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act. Further,pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company also plans to enter into anagreement with Takaaki Kato to limit his liability for damages under Article 423, paragraph (1) of the Companies Act tothe minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph (1) of the Companies Act. The policy covers losses, etc. incurred by a Director, who is an
insured person, due to claims for damages or shareholders’ derivative suits from a third party. Furthermore, new candidates
for Director assume office as Director, they will be included as insured persons in this policy.

- 11 -

Proposal No. 3

Election of Five (5) Auditors

At the conclusion of this meeting, the terms of office of all five Auditors will expire. Therefore, the Company
proposes the election of five (5) Auditors.
The Board of Auditors has given its approval to this proposal.
The candidate for Auditor is as follows:
Candidate
no.

Name

1

Shoichiro Kashiwabara

2

Eiichi Oba

3Takashi Suetsuna

4

Nozomu Kano

5

Shoichi Muto

Current Position at the Company

Reelected

Standing Auditor

Newly elected Executive Managing Officer
Reelected
OutsideAuditorIndependent
Newly elected
OutsideIndependent
Reelected
AuditorOutside- 12 -―

Board ofDirectors’Meeting
Attendance
17/17(100.0%)Board ofAuditors’Meeting
Attendance
11/11(100.0%)

―

―

17/17
(100.0%)16/16(100.0%)

―

―

17/17
(100.0%)16/16(100.0%)Candidate
no.

Name
(Date of birth)
Shoichiro Kashiwabara(December 14, 1958)

Career summary, position in the Company, and significant
concurrent positions outside the company
Apr. 1981
Oct. 2014

June 2015
June 2016

1

2

Reelected

June 2017
Oct. 2018
June 2023

Joined the Company
Senior Executive Officer (management
planning, general affairs and human resources& welfare)Managing Director and Executive Officer
Senior Managing Director and Executive
Officer
Executive Vice President
Executive Vice President and Executive Officer
Standing Auditor (current position)

Number of theCompany’s shares
owned

40,311

Tenure as Auditor (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Auditor
Shoichiro Kashiwabara has knowledge of business activities related to corporate management, ESG and compliance,
finance and accounting, and purchasing. The Company has judged that his experience and insight, etc. gained as
Executive Vice President, Executive Officer, and Standing Auditor, etc. will contribute to the auditing of the Company.
Apr. 1983
Joined the Company
July 2017
Deputy General Manager of Energy Systems
Division (in charge of social infrastructure)
Eiichi Oba
July 2018
Executive Officer, Deputy General Manager of(January 8, 1961)
Energy Systems Division (in charge of social
infrastructure)
Oct. 2018
Executive Officer, Head of Cost Engineering
Unit, Social Infrastructure Division
7,700
July 2021
Executive Officer, General Manager of Safety
Department, Safety and Environment Division
July 2022
Executive Managing Officer and General
Manager of Safety and Environment Division
Newly elected
July 2023
Executive Managing Officer and Head of
Safety and Quality Control Unit (current
position)
Reasons for nomination as candidate for Auditor
Eiichi Oba has knowledge of business activities related to ESG and compliance, operation and management, andpurchasing. The Company has judged that his experience and insight, etc. gained as Managing Executive Officer andHead of Safety and Quality Control Unit, etc. will contribute to the auditing of the Company.

- 13 -

Candidate
no.

Name
(Date of birth)

Career summary, position in the Company, and significant
concurrent positions outside the company
Aug. 2004

3

4

Number of theCompany’s shares
owned

Deputy Superintendent General of the Tokyo
Metropolitan Police Department
Sept. 2005
Chief Chamberlain of the Board of the Crown
Prince’s Household of the Imperial Household
AgencyApr. 2009
Ambassador Extraordinary and Plenipotentiaryof Japan to Grand Duchy of Luxembourg
Takashi Suetsuna
June 2012Retired from the Ministry of Foreign Affairs(March 8, 1949)
June 2013
Independent Audit & Supervisory Board
Member of Marubeni Corporation (until June
2017)
June 2015
Outside Director of Totetsu Kogyo Co., Ltd.
(current position)
June 2016
Outside Audit & Supervisory Board Member of0
Keikyu Corporation (current position)
Reelected
June 2016
Outside Audit & Supervisory Board Member of
OutsideJCR Pharmaceuticals Co., Ltd.
Independent
June 2016
Auditor of the Company (current position)
June 2017
Outside Director of JCR Pharmaceuticals Co.,
Tenure as Auditor (as of theLtd. (current position)
conclusion of this meeting)June 2018
Outside Audit & Supervisory Board Member of
8 years
Aioi Nissay Dowa Insurance Co., Ltd. (until
June 2022)<Significant Concurrent Positions outside the Company>
Outside Director of Totetsu Kogyo Co., Ltd.
Outside Director of JCR Pharmaceuticals Co., Ltd.
Outside Audit & Supervisory Board Member of Keikyu
Corporation
Reasons for nomination as candidate for outside Auditor
Takashi Suetsuna has experience and expertise, etc. related to ESG and compliance, finance and accounting, humanresources and labor, and overseas business gained through his service as an executive in government agencies as well as
an outside Officer of Marubeni Corporation, Totetsu Kogyo Co., Ltd., JCR Pharmaceuticals Co., Ltd., Aioi Nissay
Dowa Insurance Co., Ltd., and Keikyu Corporation which will be beneficial to the audit of the Company, even though
he has never been involved in the management of a company.
Apr. 1979
Joined Japan Development Bank
Oct. 2008
Managing Executive Officer, Development
Nozomu Kano
Bank of Japan Inc. (General Manager of Kansai(April 27, 1955)
Branch)June 2010
Managing Executive Officer, Development
Bank of Japan Inc.
June 2012Managing Director, Fuji Oil Company, Ltd.
0
June 2017
Senior Managing Director, Fuji Oil Company,
Ltd.
June 2019
Outside Audit & Supervisory Board Member(Full-time) of ANA HOLDINGS INC. (current
Newly elected
position)
Outside<Significant
Concurrent
Positions outside the Company>
Independent
Outside Audit & Supervisory Board Member (Full-time) of
ANA HOLDINGS INC.
Reasons for nomination as candidate for outside Auditor
Nozomu Kano has knowledge of business activities related to corporate management, ESG and compliance, andfinance and accounting. The Company has judged that his experience and insight, etc. gained as Managing Executive
Officer of Development Bank of Japan Inc., as Senior Managing Director of Fuji Oil Company, Ltd., and as Outside
Audit & Supervisory Board Member (Full-time) of ANA HOLDINGS INC., etc. will contribute to the auditing of theCompany.

- 14 -

Candidate
no.

Name
(Date of birth)
Shoichi Muto
(June 20, 1956)

Career summary, position in the Company, and significant
concurrent positions outside the company
Apr. 2016

June 2019

Number of theCompany’s shares
ownedGeneral Manager of Decontamination
Promotion Office, Fukushima Division ofTokyo Electric Power Company Holdings
Auditor of the Company (current position)

05Notes:

Reelected
OutsideTenure as Auditor (as of theconclusion of this meeting)
5 years
Reasons for nomination as candidate for outside Auditor
Although Shoichi Muto has not been involved in corporate management, the Company believes his knowledge of ESG
and compliance, operation and management, technology development/DX/IT, as well as his experience and insightgained at Tokyo Electric Power Company Holdings, Inc., will contribute to the auditing of the Company. Furthermore,
Tokyo Electric Power Company Holdings has a special business relationship with the Company.
1. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Shoichiro Kashiwabara, Takashi Suetsuna and Shoichi Muto to limit their liability for damages under Article 423,
paragraph (1) of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of thesame Act. Further, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company also plansto enter into an agreement with Eiichi Oba and Nozomu Kano to limit their liability for damages under Article 423,
paragraph (1) of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of thesame Act.
2. The Company has entered into a directors and officers liability insurance policy with an insurance company as provided
for in Article 430-3, paragraph (1) of the Companies Act. The policy covers losses, etc. incurred by an Auditor, who is an
insured person, due to claims for damages or shareholders’ derivative suits from a third party. Furthermore, if new
candidates for Auditor assume office as Auditor, they will be included as insured persons in this policy.
3. In May 2020, while Nozomu Kano was serving as Outside Audit & Supervisory Board Member of ANA HOLDINGS
INC., a subsidiary of that company, All Nippon Airways Co., Ltd., received a business improvement order from the
Ministry of Land, Infrastructure, Transport and Tourism regarding a flight crew member’s drinking problem that occurredin November 2019. Since becoming Outside Auditor, he has been regularly making recommendations at the Board of
Directors meetings regarding compliance with laws and regulations. Once the issue was discovered, he requested thatinternal controls be strengthened, including those at subsidiaries, and actively made recommendations to prevent issue
recurrence.

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Proposal No. 4:

Payment of Bonuses to Directors

The Company proposes to pay bonuses to eight Directors (excluding outside Directors) in office at the end of thecurrent fiscal year, at the total amount of ¥127,000,000, taking into consideration the business results for the fiscal
year under review, among others.
The amounts of the bonuses to Directors are deemed to be appropriate, since the Nomination and Remuneration
Committee has conducted a review and inspection of the consistency of the Policy for the Determination of the
Details of Remuneration for each Director, the Board of Directors has passed its resolution based on the results ofthat review and inspection.

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[Reference (1)] The Company’s policy on the nomination of candidates for Directors and Auditors
The Company has determined the diversity and size of its Board of Directors in consideration of its businesscharacteristics and the need to ensure the effectiveness of its governance function.
The Company’s policy in nominating candidates for director and candidates for auditor, regardless of their gender,
nationality, etc., is to select individuals with extensive experience, insight, etc., that will contribute to the sustainablegrowth of the Company and the enhancement of its corporate value over the medium to long term. These individuals
shall be determined by the Meeting of the Board of Directors after deliberation and review by the Nomination andRemuneration Committee.
Furthermore, for outside Directors and outside Auditors, the Company will nominate one or more persons for eachwith management experience at other companies, provided that such persons contribute to the supervision andauditing of the directors’ business execution from an independent and objective standpoint.
If Proposal 2 and Proposal 3 are approved, the following skills matrix indicates the knowledge, experience, andabilities of Directors and Auditors.
Corpo-

Nameratemanagement

Director

AuditorSeiichiFubasami
Toshio Nakama
Nobuhiro Iida
Yuji Ueda
Mitsuru Fujii
Hiroyuki Enoki
Hirofumi
Tamogami
KoichiNakahito
Miwako Ando
Koji Tanaka
Miwa Suto
Takaaki Kato
Shoichiro
Kashiwabara
Eiichi Oba
TakashiSuetsuna
Nozomu Kano
Shoichi Muto

ESG/

Finance/

Human

Compli- Account- resources Marketance

●

●

●

●

ing

and laboringTechnol-

Operation andPurchas-New

manage-ing

Business

ment

●

●

Business

●
●

●
●

●

●

●
●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●
●
●

●

●

●

●

●

●

●

●

ment/

Overseas

●

●

●

ogy
developDX/IT

●

●

●

Sales/

●

●
●

●
●
●
Notes: The above matrix is marked with ● for up to four of the particularly specialized skills each person possesses and the skills
expected of them as Directors and Auditors.

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[Reference (ii)] Independence Criteria for Outside Directors and Outside Auditors of the Company
The Company determines that an outside Director or an outside Auditor is independent if none of the criteria below
is satisfied.
(1) A person who executes business of the Company or its subsidiaries or a person who was someone who executedthat business(2) A person who executes business of a major shareholder of the Company (shareholder who has 10% or morevoting rights, including indirectly held voting rights) or a person who executes business of a company where
the Company is a major shareholder(3) A person who executes business of a major lender of the Company (lender of the borrowings that exceed 1%of the total consolidated assets of the most recent fiscal year)(4) A person who executes business of a major business partner of the Company (dealings with an amount thatexceeds 1% of consolidated revenue of the most recent fiscal year) or a person who executes business for acompany whose major partner is the Company(5) A representative partner or employee of an independent accounting auditor of the Company(6) A person who has received substantial economic benefits or donations from the Company (more than ¥10
million, excluding director’s remuneration) or a person who belongs to an association that has received such
benefits or donations from the Company(7) A person who executes business for a company which has a relationship involving cross-assumption of officeof outside officers(8) A person who has a relative (guardian or relatives by a collateral line up to the second degree) that fits thecriteria in (1) through (6) (limited to officers and vital employees)(9) A person who satisfies (2) through (8) in the past five years- 18 -

[Reference (iii)] Partial revision of the Policy for the Determination of the Details of Remuneration, etc. for each
Director
The Company has partially revised its policy for determining remuneration for individual directors. The Board of
Directors has resolved to revise the current Director bonus to performance-linked remuneration based on quantitative
calculation, starting in fiscal 2024.
The revised Policy for the Determination of the Details of Remuneration, etc. for each Director is as follows.
The remuneration, etc. of the Company’s Directors shall be paid within the scope of the total amount of remunerationthat was approved and adopted at the General Meeting of Shareholders, and it shall comprise basic remuneration,bonuses in the form of performance-linked compensation, and restricted share based remuneration (remuneration ofoutside Directors is limited to basic remuneration). The remuneration, etc. for individual Directors is decided
according to the position and responsibility of the Director, and it is determined by resolution of the Board of
Directors after a review and inspection of those details by the Nomination and Remuneration Committee. The tablebelow serves as a guideline for the breakdown of total compensation in terms of basic remuneration, bonuses, andrestricted share based remuneration. However, the actual percentages will fluctuate as bonuses increase or decreasein line with business performance.
Performance-linked
remuneration (bonus)
30%
25%

Basic remuneration
Representative Director
60%
Non-representative Director
65%
Notes: Outside Directors are paid only basic remuneration.

(A)
(B)

(C)

Restricted share based
remuneration
10%
10%

Basic remuneration
Basic remuneration is a fixed amount for each position and is paid monthly.
Performance-linked remuneration (bonus)
Bonuses are remuneration linked to short-term performance. They are paid on fixed dates each year and are
calculated using the following method.
(i)
The KPIs used for performance evaluation are consolidated operating income and consolidated sales,
which are important indicators.
(ii)
The basic payment for each position is calculated by setting a coefficient corresponding to the yearon-year change rate for each KPI, and then multiplying each coefficient by the previous year’sbonus payment.
(iii)
The final payment is then determined by adjusting the basic payment amount based on an evaluationof the director’s individual performance.
Restricted share based remuneration
Restricted share based remuneration shall be paid annually at a prescribed timing within the maximum
amount of remuneration approved at the General Meeting of Shareholders for the purpose of having
Directors share the merits and risks of share price fluctuations with shareholders and further increase their
willingness to contribute to raising the share price and enhancing corporate value over the medium to longterm.

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