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 9, 2023
To our shareholders:
Hiroshi Yamaguchi, Chairman and Director
Kandenko Co., Ltd.
4-8-33 Shibaura, Minato-ku, Tokyo

Notice of the 109th Annual General Meeting of Shareholders
We are pleased to announce the 109th 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 29, 2023, 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 109th
fiscal year (from April 1, 2022 to March 31, 2023), 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
Partial Amendment to the Articles of Incorporation
Proposal No. 3
Election of 12 Directors
Proposal No. 4:
Election of One Auditor
Proposal No. 5:
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.
4. Until now, we had sent a notification of the results of the resolution after the completion of each General Meeting of Shareholders,
but taking into consideration the viewpoint of going paperless in regards to environmental loading reduction, we have decided tostop sending the documents from this general meeting. Regarding the resolution results, it will be posted on the Company website
as previously posted so would appreciate your understanding.

-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 ¥17 per share, totaling¥3,473,942,503, 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 30, 2023.
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥17 per share
Total dividends: ¥3,473,942,503
Effective Date
June 30, 2023

-3-

Proposal No. 2

Partial Amendment to the Articles of Incorporation(1)

Reasons for the Amendment
This is to make amendments to make it possible to prepare minutes of the General Meeting of Shareholders,
Board of Directors’ Meeting and Board of Auditors Meeting in electronic records.

(2)

Contents of the amendment
Details of the changes are as follows.
(Note) Underlined sections indicate the changes.
Planned Amendments
Chapter 3
General Meeting of Shareholders

Current Articles of Incorporation
Chapter 3
General Meeting of Shareholders(Minutes)
Article 18
The points of the process of the proceedings and the results ofthe general meeting will be noted in the minutes, and thechairperson and the Directors in attendance will sign and affix
a seal, and this will be stored for 10 years at the headquarters
and the transcript kept at branch offices for 5 years.

(Minutes)
Article 18
The minutes for the general meeting will be created on paper orelectronically as determined by laws and regulations, and thechairperson and the Directors in attendance will sign and affix
a seal, or electronic signature.

Chapter 4
Directors and Board of Directors’ Meeting

Chapter 4
Directors and Board of Directors’ Meeting(Minutes)(Minutes)
Article 32
Article 32
The points of the process of the proceedings and the results of
The minutes for the Board of Directors’ Meeting will be
the Board of Directors’ Meeting will be noted in the minutes,
created on paper or electronically as determined by theand the Directors and Auditors in attendance will sign and affix
ordinances, and the Directors and Auditors in attendance willa seal, and this will be stored for 10 years at the headquarters.
sign and affix a seal, or electronic signature.
Chapter 5
Auditors and Board of Auditors’ Meeting

Chapter 5
Auditors and Board of Auditors’ Meeting(Minutes)
Article 42
The points of the process of the proceedings and the results of
the Board of Auditors’ Meeting will be noted in the minutes,
and the Auditors in attendance will sign and affix a seal, andthis will be stored for 10 years at the headquarters.

(Minutes)
Article 42
The minutes for the Board of Auditors’ Meeting will be createdon paper or electronically as determined by the ordinances, and
the Auditors in attendance will sign and affix a seal, or
electronic signature.

-4-

Proposal No. 3

Election of 12 Directors

At the conclusion of this meeting, the terms of office of all 13 Directors will expire. Therefore, the Company proposes
the election of 12 Directors.
The candidates for Director are as follows:
Candidate
no.

Name

Current Position at the Company

1

Seiichi Fubasami

Newly elected Advisor

2

Toshio 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

Managing Director and Executive Officer

6

Hiroyuki Enoki

7

Koichi Nakahito

8

Hirofumi Tamogami

9Hajime Saito

10

Miwako Ando

11

Koji Tanaka

12

Miwa Suto

Newly elected Executive Managing Officer
Reelected
Newly elected
Reelected
OutsideIndependent
Reelected
OutsideIndependent
Reelected
OutsideIndependent
Newly elected
OutsideIndependent

Managing Director and Executive Officer
Executive Managing Officer

Board ofDirectors’Meeting
Attendance―
16/16(100.0%)16/16(100.0%)16/16(100.0%)16/16(100.0%)―15/16(93.7%)―

Director

16/16(100.0%)

Director

15/16(93.7%)

Director

12/12(100.0%)―-5-―

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2013

June 2014
Seiichi Fubasami(July 25, 1960)

Apr. 2015
Apr. 2016
Apr. 2016
Apr. 2016

1
Newly elected

June 2017

June 2019
Apr. 2020
June 2022

Joined Tokyo Electric Power Company,
Incorporated
General Manager, Planning Dept., Business
Reform Unit of Tokyo Electric Power
Company, Incorporated
Corporate Officer, Secretary General, Business
Planning Division of Tokyo Electric Power
Company, Incorporated
Managing Executive Officer of Tokyo ElectricPower Company, Incorporated
Director of TEPCO Power Grid, Incorporated(until Mar. 2020)
Director of TEPCO Fuel & Power, Incorporated(until Mar. 2020)
Director of TEPCO Energy Partner,
Incorporated (until Mar. 2020)
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 (current
position)

Number of theCompany’s shares
owned

0

Reasons for nomination as candidate for Director
Seiichi Fubasami has knowledge of business activities related to corporate management, ESG and compliance, financeand accounting and has mastery of business related to new businesses. He was also the Executive Vice President ofTokyo Electric Power Company Holdings, Inc. as well as Representative Executive President of TEPCO Renewable
Power, Inc. and we have determined that his experience, insight and such that he has gained thru this 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
41,689position)2

Reelected
Tenure as Director (as of theconclusion of this meeting)
8 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.

-6-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 2022

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 and Executive
Officer, and Division Manager of Sales
Division in charge of Overall Operations andCost Management Division (current position)

Number of theCompany’s shares
owned

19,120Tenure as Director (as of theconclusion of this meeting)
3 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
20,793June 2021
Executive Vice President and Executive Officer
July 2021
Executive Vice President and Executive
Reelected
Officer, in charge of Overall Operations, Group
Business Department and International
Tenure as Director (as of theBusiness Division (current position)
conclusion of this meeting)
5 years
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
July 2021
Managing Director, Executive Officer andActing Division Manager of Social
15,894
Infrastructure Division (in charge of Safety &Environment Division) (current position)
Reelected
Tenure as Director (as of theconclusion of this meeting)
2 years
Reasons for nomination as candidate for Director
Mitsuru Fujii has knowledge of business activities related to ESG and compliance, sales and marketing, and operationand management. The Company has judged that his experience and insight, etc. gained as Managing Director andExecutive Officer, etc. will contribute to the Company’s sustainable growth and enhancement of our corporate value
over the medium to long term.

-7-

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
July 2012
July 2016

Hiroyuki Enoki(January 9, 1963)

Oct. 2018

July 20196
Newly elected

July 2020
Apr. 2023

7

Joined the Company
General Manager of the Secretarial Division
Executive Officer, General Manager of Labor
Division, as well as in-charge of Human
Resource Development
Executive Officer and Head of Management
Planning Unit, Corporate Division, General
Manager of Labor and Human Resources
Division
Executive Managing Officer and Head ofManagement Planning Unit, Corporate
Division, General Manager of Labor andHuman Resources Division
Executive Managing Officer and Head ofCorporate Division
Executive Managing Officer and Division
Manager of Social Infrastructure Division(current position)

Number of theCompany’s shares
owned

6,800

Reasons 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 Head of Corporate
Division etc. will contribute to the Company’s sustainable growth and enhancement of our corporate value over the
medium to long term.
Apr. 2018
Executive General Manager of Tokyo Branch
Koichi Nakahito
of TEPCO Power Grid, Incorporated(November 6, 1963)
Oct. 2020
Joined the Company as Executive Managing
Officer, Deputy Executive General Manager ofSocial Infrastructure Division and Deputy
Executive General Manager of Strategy &Technology Development Division
10,118June 2021
Managing Director and Executive Officer
July 2021
Managing Director, Executive Officer, Deputy
Reelected
Executive General Manager of Social
Infrastructure Division (in charge of Strategy &Tenure as Director (as of theTechnology Development Division) (current
conclusion of this meeting)position)
2 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.

-8-Candidate
no.

Name
(Date of birth)
Hirofumi Tamogami(December 13, 1963)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
July 2013
June 2015

Oct. 20188
July 2020
Newly elected

9

Joined the Company
General Manager of Management Planning
Division
Executive Officer, Deputy Executive General
Manager of Higashikanto Sales Division, andBranch Manager of Ibaraki Branch (in chargeof Ibaraki Power Distribution Branch)
Executive Officer and Head of Corporate Unit,
Sales Division
Executive Managing Officer, Division Manager
of Higashikanto Sales Division and BranchManager of Chiba Branch (current position)

Number of theCompany’s shares
owned

11,800Reasons 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 such willcontribute to the Company’s sustainable growth and enhancement of our corporate value over the medium to long term.
June 2009
Executive Managing Director of Mizuho
Hajime Saito
Financial Group, Inc.
(July 7, 1956)
Apr. 2011
Deputy President & Executive Officer ofMizuho Securities Co., Ltd.
June 2011
Deputy President and Deputy President &Executive Officer of Mizuho Securities Co.,Ltd.
Apr. 2015
Advisor of Mizuho Capital Co., Ltd.
0
May 2015
Deputy President of Mizuho Capital Co., Ltd.
Reelected
Apr. 2016
President of Mizuho Capital Co., Ltd. (until
OutsideApril 2019)
Independent
June 2019
Director of the Company (current position)
Tenure as Director (as of theconclusion of this meeting)
4 years
Reasons for nomination as an outside Director and overview of expected role
The Company has judged that Hajime Saito, with his expertise in corporate management, finance and accounting,human resources and labor, and new business, as well as his experience and insight gained as a director of Mizuho
Financial Group, Inc. and Mizuho Securities Co. Ltd., 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)
Miwako Ando
(November 7, 1957)

10

Reelected
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Public Prosecutor of Supreme Public
Prosecutors Office
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
University (current position)<Significant Concurrent Positions outside the Company>
Attorney-at-law

Number of theCompany’s shares
ownedJuly 2016

0Tenure as Director (as of theconclusion of this meeting)
2 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.

- 10 -

Candidate
no.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2007

11

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
Vice President and Executive Officer, Hitachi,
Koji Tanaka
Ltd.
(January 22, 1952)
Jan. 2014
Chairman and Outside Director, Mitsubishi
Hitachi Power Systems, Ltd. (until March
2018)
June 2014
Outside Director, Hitachi Metals, Ltd. (until
June 2015)
May 2016
President, The Institute of Electrical Engineers
0of Japan (IEEJ) (until May 2017)
June 2016
Director, Hitachi Chemical Company, Ltd.
Reelected(until June 2017)
OutsideIndependent
Apr. 2017
Representative Executive Officer, Executive
Vice President and Executive Officer, CEO,
Tenure as Director (as of the
Nuclear Energy Business Unit, Hitachi, Ltd.
conclusion of this meeting)Apr. 2018
Advisor, Hitachi, Ltd. (until April 2020)
1 yearJune 2018
Director, Hitachi Chemical Company, Ltd.
(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.

- 11 -

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

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 (until Oct.
1997)
Nov. 1997
Joined Bain & Company Inc.
Jan. 2001
Partner of Bain & Company Inc. (until Mar.
2006)
Apr. 2006
Representative Director of PLANET PLAN &CO. (current position)
Apr. 2008
Specially-appointed professor, Graduate Schoolof Media and Governance, Keio University(until Mar 2018)
May 2012
Outside Director, ZIGExN Co., Ltd. (until June
2021)
Miwa Suto
June 2016
Director of Consumer Product Safety(August 17, 1963)
Association (current position)
June 2016
Outside Director (Audit and Supervisory
Committee), A.D.Works Group Co., Ltd. (until
June 2020)
0June 2017
Director of the Japan Volleyball Association(current position)
Mar. 2018
Outside auditor of ASICS Corporation (until
Mar.
2020)
Newly elected
12
Apr. 2019
Specially-appointed professor, Graduate School
Outsideof Media and Governance, Keio University
Independent(current position)
Mar. 2020
Outside director (Audit and Supervisory
Committee) of Asics Corporation (current
position)
June 2021
Outside Director of Katitas Co., Ltd. (current
position)
June 2021
Director of the Japanese Olympic Committee(current position)
Mar. 2023
Outside Director of KOSÉ Corporation (current
position)<Significant Concurrent Positions outside the Company>
Certified public accountant
Representative Director of PLANET PLAN & CO.
Outside director (Audit and Supervisory Committee) 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.
Notes: 1. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Hajime Saito, Miwako Ando, and Koji Tanaka 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,- 12 -

pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company also plans to enter into anagreement with Miwa Suto to limit her liability for damages under Article 423, paragraph (1) of the Companies Act to theminimum 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.

- 13 -

Proposal No. 4:

Election of One Auditor

At the conclusion of this meeting, Toru Yukimura will resign as Auditor. Therefore, the Company proposes theelection of 1 Auditor.
The Board of Auditors has given its approval to this proposal.
The candidate for Auditor is as follows:
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
June 2017
Oct. 2018
Apr. 2023

Newly elected

Joined the Company
Senior Executive Officer (management planning, generalaffairs and human resources & welfare)Managing Director and Executive Officer
Senior Managing Director and Executive Officer
Executive Vice President
Executive Vice President and Executive Officer
Executive Vice President and Executive Officer, Division
Manager of Corporate Division, Head of Management
Planning Unit, and in charge of Overall Operations andInternal Control Division (current position)

Number of theCompany’s shares
owned

39,711

Reasons for nomination as candidate for Auditor
Shoichiro Kashiwabara has knowledge of business activities related to corporate management, ESG and compliance, finance andaccounting, and purchasing. The Company has judged that his experience and insight, etc. gained as Executive Vice President andExecutive Officer, etc. will contribute to the auditing of the Company.
Notes: 1. If Shoichiro Kashiwabara assumes the office of Auditor, the Company plans to enter into an agreement with him to limit
his 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 Companies Act, pursuant to the provisions of Article 427, paragraph 1 of the sameAct.
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.

- 14 -

Proposal No. 5:

Payment of Bonuses to Directors

The Company proposes to pay bonuses to 13 Directors (including four outside Directors) in office at the end of thecurrent fiscal year, at the total amount of ¥112,000,000, 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.

- 15 -

[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 3 and Proposal 4 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
KoichiNakahito
Hirofumi
Tamogami
Hajime Saito
Miwako Ando
Koji Tanaka
Miwa Suto
Shoichiro
Kashiwabara
Hidekazu
TanakaSumihito
Okawa
TakashiSuetsuna
Shoichi Muto

ESG /Finance/Compli-

Account- resources Market-

ance

ing

●

●

●

●

Human

and labor ing

Technol-

Operation andPurchas- Newmanage- ing

Business

ment

●

●

●

●

●

●
●

●

●

●

●

●
●

●

●

●

●
●

●

●

●

●

●
●

●

●

●

●

●

●

Business

●
●

●

●

●

ment /

Overseas

●

●
●

●

develop-

●

●

●

ogy

DX / 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.

- 16 -

[Reference (ii)] Independence Criteria for Outside Directors and Outside Auditors of the Company
The Company determines an outside Director or an outside Auditor is independent if none of the criteria below issatisfied.
(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- 17 -