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 identification code: 9076
June 4, 2024
To our shareholders:
Yoshitaka Taguchi
President and Chief Executive Officer
SEINO HOLDINGS CO., LTD.
1, Taguchi-cho, Ogaki, Gifu

NOTICE OF THE 103RD ORDINARY GENERAL MEETING OF
SHAREHOLDERS
This is to notify you of the 103rd Ordinary General Meeting of Shareholders of SEINO HOLDINGS CO.,LTD. (the “Company”), which will be held as described below.
In issuing notice of this Ordinary General Meeting of Shareholders, in addition to sending this paper-based
notice of the Ordinary General Meeting of Shareholders, the Company is taking measures for providing
information that constitutes the content of Reference Documents for the General Meeting of Shareholders,etc. (items subject to measures, etc. for providing information in electronic format) in electronic format. The
content of this paper-based notice of the Ordinary General Meeting of Shareholders shall also be publishedon the Company’s website and the Tokyo Stock Exchange (TSE) website.
Website of the Company:
https://www.seino.co.jp/seino/shd/ir/document/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “SEINO HOLDINGS” in “Issue
name (company name)” or the Company’s securities code “9076” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the internet or inwriting (by postal mail). Please exercise your voting rights no later than 5:00 p.m., Tuesday, June 25, 2024
(Japan Standard Time) after reviewing the attached Reference Documents for the General Meeting of
Shareholders.

1. Date and Time: Wednesday, June 26, 2024 at 10:00 a.m. (Reception opens at 9:00 a.m.) (Japan StandardTime)
2. Venue:

Sopia Hall, 3F, Softopia Japan Center Building
4-1-7, Kagano, Ogaki, Gifu

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3. Purposes:
Items to be reported:
1.

Business Report and Consolidated Financial Statements for the 103rd Term (from April 1, 2023 toMarch 31, 2024), as well as the results of audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board

2.

Non-Consolidated Financial Statements for the 103rd Term (from April 1, 2023 to March 31, 2024)

Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Amendment to the Articles of Incorporation

Proposal 3:

Election of Seven (7) Directors (Excluding Directors who are Audit andSupervisory Committee Members)

Proposal 4:

Election of Three (3) Directors who are Audit and Supervisory Committee
Members

Proposal 5:

Establishment of Maximum Amount of Remuneration for Directors (Excluding
Directors who are Audit and Supervisory Committee Members)

Proposal 6:

Establishment of Maximum Amount of Remuneration for Directors who are Audit
and Supervisory Committee Members

Proposal 7:

Establishment of Maximum Amount of Remuneration for Stock Remuneration
Plan for Directors (Excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors)

1. In line with the implementation of a system for the provision of informational materials for the General
Meeting of Shareholders in electronic format, in principle, the method by which shareholders accessmaterials for the General Meeting of Shareholders has been changed from paper media to websites.
2. In convening this General Meeting of Shareholders, the company shall send this paper-based notice of
the Ordinary General Meeting of Shareholders containing items subject to measures, etc. for providing
information in electronic format in a uniform fashion, regardless of whether or not a request for paper
documents has been submitted. In accordance with laws and regulations and Article 15 of the Articles ofIncorporation of the Company, the “Company Structure and Policies” in the Business Report, “Notes to
the Consolidated Financial Statements” among the Consolidated Financial Statements and “Notes to the
Non-consolidated Financial Statements” among the Non-consolidated Financial Statements are notincluded in this paper-based notice of the Ordinary General Meeting of Shareholders, and should beaccessed through either of the websites shown on page 1. Please note that, in addition to the content of
this paper-based notice of the Ordinary General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board also include the “Company Structure andPolicies,” “Notes to the Consolidated Financial Statements” and the “Notes to the Non-consolidated
Financial Statements” published on each of the websites shown on page 1.
3. In the event that revisions to items subject to measures, etc. for providing information in electronic format
arise, a notice of the revisions and the details of the items before and after the revisions will be posted
on each of the websites shown on page 1.
Requests to Shareholders
1. When attending the meeting, please submit the Voting Rights Exercise Form enclosed with this paperbased notice of the Ordinary General Meeting of Shareholders at the reception desk. In consideration of
the environment, we also ask that you bring this paper-based notice of the Ordinary General Meeting of
Shareholders with you.
2. Gifts for attendees will not be provided. We appreciate your understanding in this matter.
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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
1. Matters related to year-end dividends
The Company positions the return of profit to shareholders as an important management policy. With
regard to the sharing of profits, the Company’s basic policy is to implement interim dividends, andmaintain a DOE (dividend on equity) ratio of at least 4.0% for annual dividends.
Based on this policy, the Company proposes to pay 57 yen per common share as the year-end dividends
for this fiscal year. As such, the total annual dividends for this fiscal year, including the already
implemented interim dividends of 43 yen, will be 100 yen per share.
(1) Type of dividend property

Cash(2) Allocation of dividend property to shareholders and total amount thereof
57 yen per common share of the Company
Total amount of dividends: 9,885,536,790 yen(3) Effective date of distribution of dividends of surplus
June 27, 2024
2. Other matters related to the appropriation of surplus
In order to implement stable dividends for shareholders, the Company proposes the reversal of generalreserve as follows.
(1) Item and amount of surplus to be decreased
General reserve: 66,448,296,631 yen(2) Item and amount of surplus to be increased
Retained earnings brought forward: 66,448,296,631 yen-3-Proposal 2:

Amendment to the Articles of Incorporation

1. Reason for amendment(1) The Company is dedicated to working every day as a corporate group that creates new value, always
from the customer’s perspective toward the realization of our management philosophy that has been
passed down continuously since our founding. Going forward, as we continue to practice ourcorporate philosophy, the Company proposes to add the practice of the corporate philosophy to thecurrent Articles of Incorporation in order to make it clear that the Company’s management approachof striving to achieve sustained growth and improve corporate value is universal.
(2) The Company proposes to transition from a company with an audit & supervisory board to acompany with an audit and supervisory committee, in order to make Audit and Supervisory
Committee Members who are responsible for audits of the execution of duties by Directors, membersof the Board of Directors and thereby further enhance corporate governance by, for example, further
strengthening the supervisory function of the Board of Directors, while also ensuring quicker
management decision-making by adopting a structure where decisions concerning the execution ofimportant business operations can be delegated to Executive Directors. Accordingly, the Company
will make changes including newly establishing provisions related to Audit and Supervisory
Committee Members and the Audit and Supervisory Committee as required for the transition, anddeleting provisions related to Audit & Supervisory Board Members and the Audit & Supervisory
Board.
2. Details of amendment
The details of amendment are as follows.
Furthermore, the changes to the Articles of Incorporation in this proposal will take effect at theconclusion of this Ordinary General Meeting of Shareholders.
(Underlined sections indicate proposed amendments.)
Current Articles of Incorporation
Chapter I
General Provisions
Article 1 (omitted)(Newly established)

Article 2 to Article 3 (omitted)(Organs)
Article 4
The Company shall have, in addition to the general
meeting of shareholders and Directors, the following
organs:(1) Board of Directors;(2) Audit & Supervisory Board Members;(3) Audit & Supervisory Board;(4) Accounting Auditor
Article 5 (omitted)

Proposed Amendments
Chapter I
General Provisions
Article 1 (unchanged)(Practice of Corporate Philosophy)
Article 2
The Company’s mission shall be “creating value (+providing “a little extra”),” and under the management
philosophy of “the company develops, bringing joy tocustomers,” the Company shall provide our “time andspirit,” and engage in corporate activities that place theprosperity of customers first. In order to achieve this, theCompany will strive for management based on a mediumto long-term perspective, and will collaborate with all
stakeholders surrounding the Company to continuously
work to solve social issues and improve corporate value.
Article 3 to Article 4 (unchanged)(Organs)
Article 5
The Company shall have, in addition to the general
meeting of shareholders and Directors, the following
organs:(1) Board of Directors;(2) Audit and Supervisory Committee;(Deleted)(3) Accounting Auditor
Article 6 (unchanged)-4-Current Articles of Incorporation
Chapter II
Shares
Article 6 to Article 9 (omitted)(Share Handling Regulations)
Article 10
Handling of the Company’s shares and the fees thereforshall be in accordance with the Share Handling
Regulations established by the Board of Directors, inaddition to laws and regulations and these Articles ofIncorporation.

Proposed Amendments
Chapter II
Shares
Article 7 to Article 10 (unchanged)(Share Handling Regulations)
Article 11
Handling of the Company’s shares and the fees thereforshall be in accordance with the Share Handling
Regulations established by the Board of Directors or a
Director delegated by resolution of the Board of Directors,
in addition to laws and regulations and these Articles ofIncorporation.
(Shareholder Register Administrator)(Shareholder Register Administrator)
Article 11
Article 12
1. (omitted)
1. (unchanged)
2. The shareholder register administrator and the location
2. The shareholder register administrator and the locationof business thereof shall be designated by resolution ofof business thereof shall be designated by resolution of
the Board of Directors and public notice thereof shallthe Board of Directors or a Director delegated by
be given.
resolution of the Board of Directors and public notice
thereof shall be given.
3. (omitted)
3. (unchanged)
Chapter III
Chapter III
General Meetings of Shareholders
General Meetings of Shareholders
Article 12 to Article 17-2 (omitted)
Article 13 to Article 18-2 (unchanged)
Chapter IV
Chapter IV
Directors and Board of Directors
Directors and Board of Directors(Number of Directors)(Number of Directors)
Article 18
Article 19
The Company shall have not more than ten Directors.
1. The Company shall have not more than 13 Directors.
(Newly established)
2. Of the Directors in the preceding paragraph, not morethan five shall be Directors who are Audit andSupervisory Committee Members.
(Election)(Election)
Article 20
Article 19
1. Directors shall be elected at a general meeting of
1. Directors shall be elected at a general meeting ofshareholders.
shareholders, with a distinction made between
Directors who are Audit and Supervisory Committee
Members and other Directors.
2. (omitted)
2. (unchanged)
3. (omitted)
3. (unchanged)(Term of Office)(Term of Office)
Article 21
Article 20
1. The term of office of a Director shall expire at the
1. The term of office of a Director (excluding Directors
conclusion of the ordinary general meeting of
who are Audit and Supervisory Committee Members)
shareholders for the last business year out of theshall expire at the conclusion of the ordinary generalbusiness years terminating within one year after the
meeting of shareholders for the last business year out
election of the Director.
of the business years terminating within one year after
the election of the Director.
(Newly established)
2. The term of office of a Director who is an Audit andSupervisory Committee Member shall expire at theconclusion of the ordinary general meeting ofshareholders for the last business year out of thebusiness years terminating within two years after theelection of the Director.

-5-Current Articles of Incorporation
2. The term of office of a Director who is elected toincrease the number of Directors or as the substitutefor a Director who retired from office before theexpiration of the term of office shall continue until thetime when the term of the other currently serving
Directors is set to expire.

Proposed Amendments
3. The term of office of a Director who is an Audit andSupervisory Committee Member who is elected as thesubstitute for a Director who is an Audit andSupervisory Committee Member who retired fromoffice before the expiration of the term of office shallcontinue until the time when the term of the retired
Director who is an Audit and Supervisory Committee
Members is set to expire.
(Newly established)
4. The effectiveness of the election of a substitute
Director who is an Audit and Supervisory Committee
Member shall expire at the beginning of the ordinary
general meeting of shareholders for the last businessyear out of the business years terminating within two
years after the election of the Director.
(Representative Directors)(Representative Directors)
Article 22
Article 21
One or more Directors who represent the Company shall
One or more Directors who represent the Company shallbe appointed by resolution of the Board of Directors.
be appointed by resolution of the Board of Directors fromamong Directors (excluding Directors who are Audit andSupervisory Committee Members).
(Directors With Special Titles)(Directors With Special Titles)
Article 23
Article 22
The Board of Directors may appoint, by its resolution, one
The Board of Directors may appoint, by its resolution, one
Director and Chair, one Director and Vice Chair, one
Director and Chair, one Director and Vice Chair, one
Director and President, one or a small number of Director
Director and President, one or a small number of Director
and Vice Presidents, one or a small number of Senior
and Vice Presidents, one or a small number of Senior
Managing Directors, and one or a small number ofManaging Directors, and one or a small number ofManaging Directors.
Managing Directors from among Directors (excluding
Directors who are Audit and Supervisory Committee
Members).
Article 23 (omitted)
Article 24 (unchanged)(Convocation Notice of Board of Directors Meetings)(Convocation Notice of Board of Directors Meetings)
Article 25
Article 24
1. The convocation notice of a Board of Directors
1. The convocation notice of a Board of Directors
meeting shall be dispatched to each Director and eachmeeting shall be dispatched to each Director at least
three days prior to the scheduled date of such meeting;
Audit & Supervisory Board Member at least three days
provided, however, that this period may be reduced inprior to the scheduled date of such meeting; provided,
case of urgency.
however, that this period may be reduced in case ofurgency.
2. With the consent of all Directors, a Board of Directors
2. With the consent of all Directors and Audit &meeting may be held without following the convening
Supervisory Board Members, a Board of Directors
procedures.
meeting may be held without following the convening
procedures.
Article 25 to Article 26 (omitted)
Article 26 to Article 27 (unchanged)(Newly established)(Delegation of Decisions Concerning the Execution ofImportant Business Operations)
Article 28
Pursuant to the provisions of Article 399-13, Paragraph 6of the Companies Act, the Company may, by resolution of
the Board of Directors, delegate all or part of decisions
concerning the execution of important business operations(excluding the matters set forth in each item of Paragraph 5of the same) to Directors.

-6-

Current Articles of Incorporation(Remuneration, Etc.)
Article 27
Remuneration, bonuses and other economic benefits givenby the Company in consideration for the execution ofduties (hereinafter the “Remuneration, Etc.”) to Directors
shall be determined by resolution of a general meeting ofshareholders.

Proposed Amendments(Remuneration, Etc.)
Article 29
Remuneration, bonuses and other economic benefits givenby the Company in consideration for the execution ofduties (hereinafter the “Remuneration, Etc.”) to Directors
shall be determined by resolution of a general meeting ofshareholders, with a distinction made between Directors
who are Audit and Supervisory Committee Members andother Directors.
(Exemption of Directors From Liability)
Article 30 (unchanged)
Chapter V
Audit and Supervisory Committee(Exemption of Directors From Liability)
Article 28 (omitted)
Chapter V
Audit & Supervisory Board Members and Audit &Supervisory Board(Number of Audit & Supervisory Board Members)(Deleted)
Article 29
The Company shall have not more than four Audit &Supervisory Board Members.
(Election)(Deleted)
Article 30
1. Audit & Supervisory Board Members shall be elected
at a general meeting of shareholders.
2. Resolutions on the election of Audit & Supervisory
Board Members shall be adopted by a majority of thevotes of the shareholders present at the meeting where
the shareholders holding at least one-third of thevoting rights of the shareholders entitled to exercise
their voting rights at such meeting are present.
(Term of Office)(Deleted)
Article 31
1. The term of office of an Audit & Supervisory Board
Member shall expire at the conclusion of the ordinary
general meeting of shareholders for the last businessyear out of the business years terminating within four
years after the election of the Audit & Supervisory
Board Member.
2. The term of office of an Audit & Supervisory Board
Member who is elected as the substitute for an Audit &Supervisory Board Member who retired from office
before the expiration of the term of office shallcontinue until the time when the term of the retired
Audit & Supervisory Board Member is set to expire.
(Standing Audit & Supervisory Board Members)(Standing Audit and Supervisory Committee Members)
Article 32
Article 31
The Audit & Supervisory Board shall appoint Standing
The Audit and Supervisory Committee may appoint
Audit & Supervisory Board Member(s) by its resolution.
Standing Audit and Supervisory Committee Member(s) by
its resolution.
(Convocation Notice of Audit & Supervisory Board(Convocation Notice of Audit and Supervisory Committee
Meetings)
Meetings)
Article 32
Article 33
1. The convocation notice of an Audit & Supervisory
1. The convocation notice of an Audit and Supervisory
Board meeting shall be dispatched to each Audit &Committee meeting shall be dispatched to each Audit
Supervisory Board Member at least three days prior to
and Supervisory Committee Member at least three
the scheduled date of such meeting; provided,days prior to the scheduled date of such meeting;however, that this period may be reduced in case ofprovided, however, that this period may be reduced inurgency.
case of urgency.

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Current Articles of Incorporation
2. With the consent of all Audit & Supervisory Board
Members, an Audit & Supervisory Board meeting may
be held without following the convening procedures.

Proposed Amendments
2. With the consent of all Audit and Supervisory
Committee Members, an Audit and Supervisory
Committee meeting may be held without following theconvening procedures.
(Regulations of the Audit and Supervisory Committee)
Article 33
Items concerning the Audit and Supervisory Committee
shall be in accordance with the Regulations of the Audit
and Supervisory Committee established by the Audit andSupervisory Committee, in addition to laws andregulations and these Articles of Incorporation.
(Deleted)(Regulations of the Audit & Supervisory Board)
Article 34
Items concerning the Audit & Supervisory Board shall bein accordance with the Regulations of the Audit &Supervisory Board established by the Audit & Supervisory
Board, in addition to laws and regulations and these
Articles of Incorporation.
(Remuneration, Etc.)
Article 35
The Remuneration, Etc. to Audit & Supervisory Board
Members shall be determined by resolution of a general
meeting of shareholders.
(Exemption of Audit & Supervisory Board Members From
(Deleted)
Liability)
Article 36
1. Pursuant to the provisions of Article 426, Paragraph 1of the Companies Act, the Company may, byresolution of the Board of Directors, exempt an Audit& Supervisory Board Member (including a person who
was formerly an Audit & Supervisory Board Member)from liability for damages arising from neglecting
assigned duties to the extent permitted by laws andregulations.
2. Pursuant to the provisions of Article 427, Paragraph 1 of
the Companies Act, the Company may enter into anagreement with an Outside Audit & Supervisory Board
Member, limiting liability for damages arising fromneglecting assigned duties; provided, however, that the
maximum liability for damages under such agreement
shall be either an amount specified in advance that is
not less than 20 million yen, or an amount asprescribed by laws and regulations, whichever ishigher.
Chapter VI
Chapter VI
Accounts
Accounts
Article 37 to Article 40 (omitted)
Article 34 to Article 37 (unchanged)
Supplementary Provisions(Newly established)(Transitional Measures for Exemption From Liability of
Audit & Supervisory Board Members Prior to Transition toCompany with Audit and Supervisory Committee)(Newly established)
Article 1
Pursuant to the provisions of Article 426, Paragraph 1 of theCompanies Act, the Company may, by resolution of theBoard of Directors, exempt Audit & Supervisory Board
Members (and persons who were formerly Audit &Supervisory Board Members) from liability for neglect of
duties, before the amended Articles of Incorporation
approved by resolution of the 103rd Ordinary General
Meeting of Shareholders come into effect, to the minimum
amount provided for in laws and regulations.

-8-

Proposal 3:

Election of Seven (7) Directors (Excluding Directors who are Audit and Supervisory
Committee Members)

The terms of office of all eight (8) Directors will expire at the conclusion of this meeting. In addition, if
Proposal 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will transition to a company with an audit and supervisory committee. Accordingly, the Company proposesthat seven (7) Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same applies in this proposal) be elected.
In order to ensure the objectivity, fairness, and trustworthiness of nominations for candidates for Directors,
the Board of Directors determines such nominations after deliberation by the Human Resources Committee,
a majority of whose members are Outside Directors.
Furthermore, the effectiveness of this proposal shall be subject to the changes to the Articles of Incorporation
related to 1. Reason for amendment in Proposal 2 “Amendment to the Articles of Incorporation” taking effect.
The candidates for Directors are as follows:

No.

Name

1

Yoshitaka Taguchi

Position and responsibilities in the
Company

AttendExpertiseance atBoard of Corpo- HR/la- Finance Legalaffairs/
Directors
rate
bor
/
risk
Globalmeetings manage manage accountmanagein
ment
ment
ing
ment
FY2023President and Chief
Executive Officer

Reelection

100%(17 out of
17 times)

✓

✓

✓

✓

Takao Taguchi

Representative Director
in charge of Business
Promotion Department(Vehicle Sales andRelated Services)

Reelection

100%(17 out of
17 times)

✓

✓

✓

✓

Hidemi Maruta

Director in charge ofInternational Strategies
Department andAutomotive Battery
Logistics Department

Reelection

100%(17 out of
17 times)

✓

✓

✓

4

Nobuyuki Nozu

Director in charge ofFinance & IR
Department,
Accounting
Department, Human
Resources Department,
and Corporate
Promotion Department

Reelection

100%(17 out of
17 times)5

Meyumi Yamada

Outside Director
Independent Officer

Reelection
OutsideIndependent94%(16 out of
17 times)✓

6

Yoichiro Ichimaru

Outside Director
Independent Officer

Reelection
OutsideIndependent100%(17 out of
17 times)✓

7

Satoshi Takahashi

Executive Officer

New election

–

✓

2

3

Note:

Refer to the following pages for details on the candidates.

-9-

✓

✓

✓

✓
✓

✓
✓

No.

Name
(Date of birth)

Yoshitaka Taguchi(April 20, 1961)
GenderMale

Career summary, and position in the Company(significant concurrent positions outside the Company)
Mar. 1985

Joined the Company

May 1985

Temporary assignment to Seino America Inc.

Jan. 1988

President of the same company

May 1989

General Manager and Assistant to the
President of the Company

July 1989

Director of the Company in charge ofCorporate Secretariat, General Manager ofGeneral Affairs Department, General
Manager of Group Planning Office, andGeneral Manager of Seino General ResearchInstitute

July 1991

Managing Director of the Company in chargeof the East Area and the Tohoku Area

June 1996

Senior Managing Director of the Company incharge of Labor Department

Oct. 1998

Representative Director and Vice Presidentof the Company in charge of Sales
Headquarters and Accounting Department

June 1999

Representative Director and Vice Presidentof the Company in charge of Management
and Accounting Department

June 2001

Representative Director and Vice Presidentof the Company in charge of Management

June 2003

President and Chief Executive Officer of theCompany (present position)

1

Number of theCompany’s
shares owned

766,052[Significant concurrent positions outside the Company]
Representative Director and Chairman of Kanto Unyu Co.,
Ltd., Representative Director of Seino Transportation Co.,
Ltd., Hokkaido Seino Transportation Co., Ltd., Seino Super
Express Co., Ltd., Shikoku Seino Transportation Co., Ltd.,
Kyushu Seino Transportation Co., Ltd., Seino Logix Co.,
Ltd., Toyota Corolla Netz Gifu Co., Ltd., and Seino
Information Service Co., Ltd., and Chairman of the Taguchi
Fukujukai Foundation
Reasons for nomination as candidate for Director
Yoshitaka Taguchi has led the management of the Company for many years, and has strengthened its base by
putting its management philosophy into practice for realizing the company’s mission. He has been asked tocontinue as a candidate for Director because his management skills based on strong leadership exerted though
his broad knowledge and abundant experience have been found to be essential for further enhancement ofcorporate value and sustained growth of the Group as a whole.

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No.

Name(Date of birth)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1984

Takao Taguchi(February 2, 1962)
GenderMale

Joined Nisshin Flour Milling Inc.

July 1992

Joined Gifu Hino Motor Co., Ltd.

June 1995

Director and Assistant General Manager ofSales Department of the same company

Apr. 1998

Senior Managing Director of the same
company

June 1999

Director and Assistant to Director in chargeof Sales Headquarters of the Company

Apr. 2000

Managing Director of the Company in chargeof Sales Headquarters

June 2003

Senior Managing Director of the Company incharge of Sales Control

Oct. 2005

Director of the Company in charge ofTransportation Services Planning Department

Oct. 2005

Senior Managing Director of Seino
Transportation Co., Ltd. in charge ofManagement

June 2006

Director of the Company in charge of Sales

June 2007

Director of the Company in charge of Vehicle
Sales and Related Services Planning
Department

Apr. 2011

Director of the Company in charge ofBusiness Promotion Department (Vehicle
Sales and Related Services)

June 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services)

Aug. 2015

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services),
Accounting Department and Finance & IR
Department

June 2016

Representative Director of the Company incharge of Business Promotion Department(Vehicle Sales and Related Services) (present
position)

2

Number of theCompany’s
shares owned

431,773[Significant concurrent positions outside the Company]
Representative Director and Chairman of Gifu Hino MotorCo., Ltd. and Shiga Hino Motor Co., Ltd., Representative
Director and President of Toyota Corolla Netz Gifu Co.,
Ltd., and Representative Director of Seino Trading Co., Ltd.
Reasons for nomination as candidate for Director
Takao Taguchi has led the management of the Company, and has promoted the enhancement of its corporate
value and strengthening of its business foundations. As Director in charge of Vehicle Sales and Related
Services business, he has made it more competitive and contributed to the improvement of profitability, andhe has been asked to continue as a candidate for Director because it was found that he can be expected tocontribute to building a more robust management structure for the Group and its growth and development.

- 11 -

No.

Name(Date of birth)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1985

Hidemi Maruta(March 4, 1963)
GenderMale

Joined the National Tax Agency

July 1992

Superintendent of Monbetsu Tax Office

July 1993

Head of Price Policy Division, Price Bureau,
Economic Planning Agency

July 1995

Director of Co-ordination Department,
Sapporo Regional Taxation Bureau

May 1996

Consul, Consulate-General of Japan in Hong
Kong

Oct. 1997

Joined the Company as General Manager ofCorporate Planning Office

June 2001

Director of the Company in charge of
Accounting Department and Employee’s
Pension Fund

Mar. 2002

Director of the Company in charge of
Accounting Department and Finance & IR
Department

Dec. 2004

Director of the Company in charge of
Accounting Department, Finance & IR
Department, Loan Management Department,Group Management Department, andAccounting and Auditing Office

Oct. 2005

Director of Seino Transportation Co., Ltd. incharge of Accounting Department, Finance
Department, and Loan Management
Department

Oct. 2005

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Loan Management
Department

Apr. 2012

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and Real Estate Development
Department

June 2013

Director of the Company in charge of
Accounting Department and Finance & IR
Department

Apr. 2014

Director of the Company in charge of
Accounting Department, Finance & IR
Department, and International Strategies
OfficeJune 2014

Director of the Company in charge ofInternational Strategies Office

Mar. 2021

Director of the Company in charge ofInternational Strategies Department

Apr. 2023

Director of the Company in charge ofInternational Strategies Department andAutomotive Battery Logistics Department(present position)

3

Number of theCompany’s
shares owned

80,000Reasons for nomination as candidate for Director
Hidemi Maruta has abundant knowledge and experience accumulated in the National Tax Agency and othergovernment agencies, has accomplishments such as promoting overseas and other business with planning skills
and execution skills, and also possesses insight on company management, and has been asked to continue as a
candidate for Director because he will assist the Company’s sustained growth and enhance its medium- to longterm corporate value.

- 12 -

No.

Name(Date of birth)

Nobuyuki Nozu
(May 24, 1961)
GenderMale

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1985

Joined the Tokai Bank, Ltd. (currently
MUFG Bank, Ltd.)

Jan. 2014

Joined the Company as General Manager ofCorporate Planning Office

July 2014

Executive Manager of the Accounting
Department and Finance & IR Department of
the Company

July 2014

General Manager of Finance Department of
Seino Transportation Co., Ltd.

Apr. 2015

Executive Officer and General Manager ofFinance Department of the same company

Apr. 2016

Director of the same company in charge of
the Accounting Department and Finance
Department

June 2016

Director of the Company in charge ofFinance & IR Department and Accounting
Department

Apr. 2018

Director of Seino Transportation Co., Ltd. incharge of Finance Department

June 2022

Director of the Company in charge ofFinance & IR Department, Accounting
Department, General Affairs Department,
Human Resources Department, andCorporate Promotion Department

June 2022

Director of Seino Transportation Co., Ltd. incharge of Accounting Department and
Finance Department

Apr. 2023

Director of the Company in charge ofFinance & IR Department, Accounting
Department, Human Resources Department,
and Corporate Promotion Department(present position)

4

Number of theCompany’s
shares owned

40,600Reasons for nomination as candidate for Director
Nobuyuki Nozu has abundant knowledge and experience and an advanced sense of balance acquired in afinancial institution and possesses a fair and honest personality and much class. He has also achieved theenhancement of the Group corporate management in the accounting area and possesses insight on risk
management and corporate governance. For these reasons, he has been asked to continue as a candidate for
Director to assist the Company’s sustained growth and enhance its medium- to long-term corporate value.

- 13 -

No.

5

Name
(Date of birth)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1995

Joined KOEI KOGYO Co., Ltd.

May 1997

Joined Kiss Me Cosmetics Co., Ltd.
(currently ISEHAN Co., Ltd)

July 1999

Co-founding Representative Director of iStyle Co., Ltd.

Apr. 2000

Co-founding Representative Director of
istyle Inc.

Dec. 2009

Director of istyle Inc. (present position)

May 2012

Representative Director and President ofCyberstar Inc.

Sept. 2015
Meyumi Yamada(August 30, 1972)

Director of MEDIA GLOBE Co., Ltd.
(present position)

Mar. 2016

Representative Director and President of
ISPartners Inc.

GenderFemaleSept. 2016

Director of Eat Smart, Inc.

June 2017

Outside Director of JAPAN POST
INSURANCE Co., Ltd.

June 2017

Outside Director of the Company (present
position)

Nov. 2019

Director of ISPartners Inc.

June 2021

Outside Director of Sompo Holdings, Inc.
(present position)

May 2022

Outside Director of Seven & i Holdings Co.,
Ltd. (present position)

Number of theCompany’s
shares owned

18,750[Significant concurrent positions outside the Company]
Director of istyle Inc., Outside Director of Sompo Holdings,
Inc., Outside Director of Seven & i Holdings Co., Ltd.
Reasons for nomination as candidate for Outside Director
Meyumi Yamada has been asked to continue as a candidate for Outside Director because the Company judgesthat she will contribute to the Company’s sustained growth because she further diversifies values utilizing awoman’s perspective, and her selection is in line with “ensuring diversity, including active participation of
women,” a part of the Company’s basic policy for corporate governance. The Company also expects her toprovide advice on and supervise the Company’s business execution from the perspective of e-commerce,
UI/UX, diversity, equity and inclusion. If she is elected, she will be involved as a member of the Human
Resources Committee from an independent standpoint in the selection of the Company’s candidates for officers
and the determination of officers’ remuneration and other matters.

- 14 -

No.

Name(Date of birth)

Yoichiro Ichimaru(October 10, 1948)
GenderMale

Career summary, and position in the Company(significant concurrent positions outside the Company)
July 1971

Joined Toyota Motor Sales Co., Ltd.

Feb. 1996

Department Manager of Human Resources
Department of Toyota Motor Corporation

Jan. 1999

General Manager of Toyota Corolla Divisionof the same company

Jan. 2000

General Manager of Corolla Channel
Operations Division of the same company

June 2001

Director and Chief Officer of Corolla
Channel Operations Center of the same
company

June 2003

Managing Officer of the same company

June 2005

Senior Managing Director of the same
company, Chief Officer of Domestic Sales
Operations Group and Customer Service
Operations Group

June 2009

Executive Vice President and Member of theBoard of the same company

June 2009

Audit & Supervisory Board Member of Aioi
Insurance Co., Ltd.

Oct. 2010

Audit & Supervisory Board Member of Aioi
Nissay Dowa Insurance Co., Ltd.

June 2011

Full-Time Audit & Supervisory Board
Member of Toyota Motor Corporation

June 2015

Executive Advisor to the same company

June 2015

Representative Director and Chairman of
Aioi Nissay Dowa Insurance Co., Ltd.

Mar. 2017

Outside Director of Chugai PharmaceuticalCo., Ltd.

June 2017

Senior Advisor to Aioi Nissay Dowa
Insurance Co., Ltd.

June 2019

Outside Director of the Company (present
position)

6

Number of theCompany’s
shares owned

11,750Reasons for nomination as candidate for Outside Director
Yoichiro Ichimaru has been asked to continue as a candidate for Outside Director because the Company judgesthat he will appropriately execute his duties as an Outside Director of the Company due to the view that he isskilled in advising aimed at the realization of “value creation” that is the mission of the Company and insupervising risk management and corporate governance based on his abundant experience and knowledge as acorporate management executive and auditor. We also expect him to provide advice on and supervise theCompany’s business execution from the perspective of general corporate management, “risk management,” and“corporate governance.” If he is elected, he will be involved as a member of the Human Resources Committee
from an independent standpoint in the selection of the Company’s candidates for officers and the determinationof officers’ remuneration and other matters.

- 15 -

No.

Name(Date of birth)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1986

Joined the Company

July 2003

General Manager of Home Delivery
Business Department of the Company

May 2005

General Manager of Action Transformation
Project Promotion Office of the Company

Mar. 2006

General Manager of Box Charter Business
Department of Seino Transportation Co., Ltd.

Apr. 2008

General Manager of Sales Planning andManagement Office of the same company

Apr. 2010

Executive Officer and General Manager ofManagement Strategy Department of thesame company

Apr. 2012

Director of the same company in charge ofManagement Strategy Department

June 2015

Managing Director of the same company incharge of Management Strategy Department

Apr. 2016

Managing Director of the same company incharge of Logistics Department and Tokyo
Head Office

Apr. 2018

Senior Managing Director of the same
company in charge of Logistics Department
and Tokyo Head Office, and Director of
HANKYU HANSHIN EXPRESS Co., Ltd.

Apr. 2019

Senior Managing Director of the same
company in charge of Sales Headquarters
and Information Systems Department, andAssistant to the Director in charge ofBusiness Promotion Department(Transportation Services) of the Company

Apr. 2021

Senior Managing Director of the same
company in charge of Sales Headquarters,and Executive Officer of the Company incharge of Transformation Promotion Team ofBusiness Promotion Department

Apr. 2023

Vice President and Executive Officer of thesame company in charge of Sales
Headquarters, and Executive Officer of theCompany in charge of Transformation
Promotion of Business Promotion
Department

Apr. 2024

Representative Director and President of thesame company and Executive Officer of theCompany (present position)*Satoshi Takahashi(August 9, 1962)
GenderMale
7

Number of theCompany’s
shares owned

8,350[Significant concurrent positions outside the Company]
Representative Director and President of Seino
Transportation Co., Ltd.
Reasons for nomination as candidate for Director
Satoshi Takahashi has excellent character, insight, ability and extensive experience, as well as a strong sense of
ethics. Since joining the Company, he has followed a career mainly in sales and planning departments. Most
recently, he has engaged in management, particularly in relation to all aspects of the transportation business, as
Representative Director and President of Seino Transportation Co., Ltd. He has been asked to be a candidate
for Director because he will assist the Company’s sustained growth and enhance its medium- to long-term
corporate value.
Notes:

1. An asterisk (*) indicates a new candidate.
2. When nominating candidates, an impartial and strict review is carried out by the Human Resources Committee
based on the Company’s basic policy for corporate governance, which states that “a candidate be an individualthat has excellent character, insight, ability and extensive experience, as well as a strong sense of ethics” and “a- 16 -

candidate for Outside Officer be an individual that fulfills the requirements for independence established by the
Tokyo Stock Exchange.”
3. Special interest between the candidates and the Company are as follows:(1) Candidate Yoshitaka Taguchi also has a post as Representative Director and Chairman at Kanto Unyu Co.,
Ltd. and Representative Director at Shikoku Seino Transportation Co., Ltd. and Seino Logix Co., Ltd., withwhich the Company has a competitive relationship in terms of operational consignment and the like.
(2) Candidate Yoshitaka Taguchi also has a post as Chairman at the Taguchi Fukujukai Foundation, which is thelargest shareholder holding 15.05% of the total equity of the Company.
(3) There are no other special interests between the Company and other candidates.
4. Among candidates, Meyumi Yamada and Yoichiro Ichimaru are candidates for Outside Directors.
5. The Company has concluded limited liability agreements with Meyumi Yamada and Yoichiro Ichimaru limiting
their liabilities specified in Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427,
Paragraph 1 of the Companies Act. Their maximum amount of liability shall be 20 million yen or the amountstipulated by laws and regulations, whichever is higher. If their reelection is approved, the Company plans tocontinue these agreements.
6. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency,
as provided for in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers damages arisingfrom third-party suits, shareholder derivative suits and the like, borne by the insured persons. Each candidate isincluded as insured in the insurance policy. Furthermore, at the time of the next renewal, the Company intends torenew the insurance policy without changing any of the detail.
7. The Company has registered Meyumi Yamada and Yoichiro Ichimaru as Independent Officers with the Tokyo
Stock Exchange, Inc. and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If
their reelection is approved, the Company plans for their appointment as Independent Officers to continue.
8. Meyumi Yamada and Yoichiro Ichimaru are currently Outside Directors of the Company, and their terms of officeas Outside Directors of the Company will be seven years and five years, respectively, at the conclusion of thismeeting.

- 17 -

Proposal 4:

Election of Three (3) Directors who are Audit and Supervisory Committee Members

If Proposal 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will transition to a company with an audit and supervisory committee. Accordingly, the Company proposesthat three (3) Directors who are Audit and Supervisory Committee Members be elected.
In order to ensure the objectivity, fairness, and trustworthiness of nominations for candidates for Directors
who are Audit and Supervisory Committee Members, the Board of Directors determines such nominations
after deliberation by the Human Resources Committee, a majority of whose members are Outside Directors.
In addition, the consent of the Audit & Supervisory Board has been obtained for the submission of this
proposal.
Furthermore, the effectiveness of this proposal shall be subject to the changes to the Articles of Incorporation
related to (2) of 1. Reason for amendment in Proposal 2 “Amendment to the Articles of Incorporation” taking
effect.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

Position and responsibilities in
the Company

Attendance atBoard ofDirectors
meetings in
FY2023

Nobuhiko Ito

Standing Audit &Supervisory Board
MemberNewelection100%(17 out of 17
times)

Hiroyuki Masuda

Outside Audit &Supervisory Board
MemberNewelection
OutsideIndependent100%(17 out of 17
times)–New
election
OutsideIndependent

–

No.

Name

1

2

3
Note:

Keiko Komatsu

Refer to the following pages for details on the candidates.

- 18 -

Expertise
Legal
Corpor HR/lab
Finance affairs/r
ateor/accounisk
Globalmanage manage
ting
manage
ment
ment
ment

✓

✓

✓

✓

✓

✓

✓

No.

Name
(Date of birth)

Career summary, and position in the Company(significant concurrent positions outside the Company)
Mar. 1985

Joined the Company

Dec. 2004

General Manager of Group Management
Department of the Company

Oct. 2005

General Manager of Group Management
Department of Seino Transportation Co., Ltd.

Apr. 2009Managing Director and General Manager of
Administration H.Q. of Seibu Transportation
Co., Ltd. (currently Seino Super Express Co.,Ltd.)

June 2011

Standing Audit & Supervisory Board
Member of the same company

June 2018

Standing Audit & Supervisory Board
Member of the Company (present position)*Nobuhiko Ito(April 5, 1962)
GenderMale
1

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Super Express
Co., Ltd., Seino Express Co., Ltd., Kanto Unyu Co., Ltd.,
Seino Logix Co., Ltd., Toyota Corolla Netz Gifu Co., Ltd.,
Gifu Hino Motor Co., Ltd., Seino Trading Co., Ltd., andSeino Information Service Co., Ltd.
Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member
Nobuhiko Ito has worked in accounting and loan management divisions since joining the company, served as aStanding Audit & Supervisory Board Member of Seino Super Express Co., Ltd. for seven years from 2011, andwas then appointed as a Standing Audit & Supervisory Board Member of the Company in 2018. Since he has
extensive knowledge and experience at the Company, he is capable of fairly judging the compliance of business
operations by Directors and the appropriateness of accounting audits from an objective viewpoint, and will beable to help ensure the soundness of the Company’s management through his beneficial advice. Therefore, theCompany judges that he should be a candidate for Director who is an Audit and Supervisory Committee
Member.

- 19 -

No.

Name(Date of birth)*Hiroyuki Masuda(March 20, 1958)
GenderMale
2

Career summary, and position in the Company(significant concurrent positions outside the Company)
Apr. 1981

Joined Nagoya Regional Taxation Bureau

July 2013

Superintendent of Nagoya Higashi Tax
OfficeJuly 2014

Chief Litigation Officer of First Taxation
Department, Nagoya Regional Taxation
BureauJuly 2015

Chief of International Examination of Large
Enterprise Division, Investigation
Department, Nagoya Regional Taxation
BureauJuly 2016

Chief of Co-ordination Division (Large
Enterprise Examination), Investigation
Department, Nagoya Regional Taxation
BureauJuly 2017

Superintendent of Handa Tax Office

Sept. 2018

Representative of Masuda Hiroyuki Certified
Tax Accountant Office (present position)

July 2020

Outside Audit & Supervisory Board Memberof the Company (present position)

Sept. 2022

Outside Audit & Supervisory Board Memberof GIKEN CO., LTD (present position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Audit & Supervisory Board Member of Seino Transportation
Co., Ltd., and Outside Audit & Supervisory Board Memberof GIKEN CO., LTD.
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee
Member
It is expected that Hiroyuki Masuda will provide proper advice based on his extensive knowledge of tax
matters cultivated from years of service as an executive officer at a Regional Taxation Bureau as a certified tax
accountant. While he does not have any direct experience in the management of a company, he is well-versedin corporate tax affairs through his many years of experience as a tax specialist. Accordingly, it has been judgedthat he will be able to appropriately execute his duties as an Outside Director who is an Audit and Supervisory
Committee Member.

- 20 -

No.

Name(Date of birth)*Keiko Komatsu(November 5, 1978)
GenderFemale3

Career summary, and position in the Company(significant concurrent positions outside the Company)
Oct. 2004

Admission as a Lawyer
Joined Nishimura & Partners (currently
Nishimura & Asahi)

May 2011

Admission as a Lawyer in New York State,
the U.S.

Sept. 2015

Joined OMRON Corporation

Oct. 2016

Joined DENSO CORPORATION

Sept. 2021

Partner Attorney of Miura & Partners Legal
Professional Corporation (present position)

Dec. 2022

Outside Audit & Supervisory Board Memberof Gifu Zohen Co., Ltd. (present position)

Mar. 2024

Outside Director (Audit and Supervisory
Committee Member) of V-cube, Inc. (present
position)

Number of theCompany’s
shares owned

0[Significant concurrent positions outside the Company]
Partner Attorney of Miura & Partners Legal Professional
Corporation, Outside Audit & Supervisory Board Member ofGifu Zohen Co., Ltd., and Outside Director (Audit andSupervisory Committee Member) of V-cube, Inc.
Reasons for nomination as candidate for Outside Director who is an Audit and Supervisory Committee
MemberKeiko Komatsu has extensive experience and expert knowledge as a lawyer, and is well-versed in practical
corporate legal affairs from her experience working in corporate legal departments. The Company expects that
she will utilize these qualities to strengthen the corporate governance of the Company.
While, she does not have any direct experience in the management of a company, other than becoming an
Outside Officer, she has diverse experience and broad insight on matters such as corporate compliance and
M&A at Miura & Partners Legal Professional Corporation. Accordingly, it has been judged that she will beable to appropriately execute her duties as a candidate for Outside Director who is an Audit and Supervisory
Committee Member.

Notes:

1. An asterisk (*) indicates a new candidate.
2. When nominating candidates, an impartial and strict review is carried out by the Human Resources Committee
and the consent of the Audit & Supervisory Board is obtained.
3. Special interest between the candidates and the Company are as follows:(1) Candidate Nobuhiko Ito also has posts as Audit & Supervisory Board Member at Kanto Unyu Co., Ltd. andSeino Logix Co., Ltd., with which the Company has competitive relationships in terms of operational
consignment and the like.
(2) There are no other special interests between the Company and other candidates.
4. Among candidates, Hiroyuki Masuda and Keiko Komatsu are candidates for Outside Directors who are Audit andSupervisory Committee Members.
5. The Company has concluded a limited liability agreement with Hiroyuki Masuda limiting his liability specified in
Article 423, Paragraph 1 of the Companies Act, based on the provisions of Article 427, Paragraph 1 of theCompanies Act. His maximum amount of liability shall be 20 million yen or the amount stipulated by laws andregulations, whichever is higher. If his election is approved, the Company plans to continue this agreement.
Furthermore, if the election of Keiko Komatsu is approved, the Company plans to enter into the same limited
liability agreement with her.
6. The Company has entered into a contract of Directors and Officers Liability Insurance with an insurance agency,
as provided for in Article 430-3, Paragraph 1 of the Companies Act. This insurance policy covers damages arisingfrom third-party suits, shareholder derivative suits and the like, borne by the insured persons. Each candidate isincluded as insured in the insurance policy. Furthermore, at the time of the next renewal, the Company intends torenew the insurance policy without changing any of the detail.
7. The Company has registered Hiroyuki Masuda as an Independent Officer with the Tokyo Stock Exchange, Inc.
and the Nagoya Stock Exchange, Inc. as stipulated by provisions of the said Exchanges. If his election is approved,
the Company plans for his appointment as an Independent Officer to continue. Furthermore, Keiko Komatsu
satisfies the requirements for an Independent Officer as provided for by the Tokyo Stock Exchange, Inc. and the
Nagoya Stock Exchange, Inc. If the election of Keiko Komatsu is approved, the Company plans to register her as
an Independent Officer with the said Exchanges.

- 21 -

8. Hiroyuki Masuda is currently an Outside Audit & Supervisory Board Member of the Company, and his term ofoffice as Outside Audit & Supervisory Board Member of the Company will be three (3) years and eleven (11)months at the conclusion of this meeting.
9. Keiko Komatsu’s name on the official family register is Keiko Ichihashi- 22 -

Proposal 5:

Establishment of Maximum Amount of Remuneration for Directors (Excluding
Directors who are Audit and Supervisory Committee Members)

If Proposal 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will transition to a company with an audit and supervisory committee.
At the 68th Ordinary General Meeting of Shareholders held on July 28, 1989, a resolution was passed that
set the maximum amount of remuneration for Directors of the Company at no more than 25 million yen permonth, for ten (10) Directors (including zero (0) Outside Directors), and this amount has remained unchanged
until the present. In accordance with the transition to a company with an audit and supervisory committee,
however, the Company proposes to discontinue this and establish a new maximum amount of basic
remuneration for Directors (excluding Directors who are Audit and Supervisory Committee Members;hereinafter, the same applies in this proposal) of no more than 300 million yen per year (including no morethan 50 million yen for Outside Directors), taking into consideration remuneration levels at industry peers,
etc. The amount of remuneration for Directors shall not include the employee salaries of Directors who
concurrently serve as employees.
This proposal was determined by the Board of Directors, after the original draft was formulated anddeliberated by the “Human Resources Committee,” which consists of two (2) Representative Directors andthree (3) Outside Directors. In addition, if Proposals 5 through 7 are approved, the Company intends to makechanges to the Policy on the Determination of the Content of Individual Remuneration, etc., for Directors at
a meeting of the Board of Directors to be held after the conclusion of this general meeting, to ensure it isconsistent with the content approved by shareholders. The Company has judged that the content of this
proposal, which establishes a maximum amount of basic remuneration to be granted to Directors, is necessary,reasonable, and appropriate, in light of factors such as the amount of basic remuneration and performance
evaluation remuneration established in the relevant policy, the composition ratios of remuneration, and thenumber of Directors if Proposal 2 “Amendment to the Articles of Incorporation” is approved.
The number of Directors is currently eight (8) (including three (3) Outside Directors), and if Proposal 2“Amendment to the Articles of Incorporation” and Proposal 3 “Election of Seven (7) Directors (Excluding
Directors who are Audit and Supervisory Committee Members)” are approved as originally proposed, thenumber of Directors to whom this proposal applies will be seven (7) (including two (2) Outside Directors).
Furthermore, the effectiveness of this proposal shall be subject to the changes to (2) of 1. Reason for
amendment in the Articles of Incorporation in Proposal 2 “Amendment to the Articles of Incorporation”
taking effect.

- 23 -

Proposal 6:

Establishment of Maximum Amount of Remuneration for Directors who are Audit andSupervisory Committee Members

If Proposal 2 “Amendment to the Articles of Incorporation” is approved as originally proposed, the Company
will transition to a company with an audit and supervisory committee. Accordingly, the Company proposes
to establish a maximum amount of basic remuneration for Directors who are Audit and Supervisory
Committee Members of no more than 150 million yen per year, taking into consideration remuneration levels
at industry peers, etc.
This proposal was determined by the Board of Directors, after the original draft was formulated anddeliberated by the “Human Resources Committee,” which consists of two (2) Representative Directors andthree (3) Outside Directors, and the Company has thus judged that its content is appropriate.
If Proposal 2 “Amendment to the Articles of Incorporation” and Proposal 4 “Election of Three (3) Directors
who are Audit and Supervisory Committee Members” are approved as originally proposed, the number of
Directors who are Audit and Supervisory Committee Members to whom this proposal applies will be three(3) (including two (2) Outside Directors).
Furthermore, the effectiveness of this proposal shall be subject to the changes to the Articles of Incorporationin (2) of 1. Reason for amendment in Proposal 2 “Amendment to the Articles of Incorporation” taking effect.

- 24 -

Proposal 7:

Establishment of Maximum Amount of Remuneration for Stock Remuneration Plan for
Directors (Excluding Directors who are Audit and Supervisory Committee Members
and Outside Directors)

1. Reason for the proposal and reason it is appropriate
At the 97th Ordinary General Meeting of Shareholders held on June 27, 2018, the Company received
approval (the “original proposal”) for the introduction of a “Board Benefit Trust (BBT)” stock
remuneration plan (the “Plan”) for Directors (excluding Outside Directors), and the Plan has remainedin place until the present. If Proposal 2 “Amendment to the Articles of Incorporation” is approved asoriginally proposed, however, the Company will transition to a company with an audit and supervisorycommittee. Accordingly, the Company proposes to discontinue the current maximum amount of
remuneration for the Plan for Directors (excluding Outside Directors), and establish a new maximum
amount of remuneration for the Plan for Directors (excluding Directors who are Audit and Supervisory
Committee Members and Outside Directors; hereinafter, referred to as “Eligible Directors”).
This proposal is required for procedural reasons associated with the transition to a company with an audit
and supervisory committee, and the effective details of the maximum amount of remuneration under thePlan are the same as the details approved at the 97th Ordinary General Meeting of Shareholders held on
June 27, 2018. The objective of the Plan is to further enhance Eligible Directors’ mindset towards
contributing to enhancing the medium- to long-term corporate value of the Company throughclarification of the linkage between the remuneration of Eligible Directors and the Company’s sharevalue, so that Eligible Directors share with shareholders not only the benefits from rising share prices,
but also the risks associated with falling share prices. In light of the above objective, the Company
considers this proposal is appropriate.
This proposal is to seek approval for the method of calculating the amount of remuneration, etc., under
the Plan for Eligible Directors and the specific content thereof, which is separate from the amount of the
remuneration, etc., of Eligible Directors that is proposed in Proposal 5 and the total amount of monetaryclaims as remuneration to be paid in order to grant restricted shares to Directors (including Outside
Directors) (within 600 million yen per year (of which 100 million yen or less shall be for Outside
Directors; excluding the employment salary of Directors who concurrently serve as employees)) resolved
at the 96th Ordinary General Meeting of Shareholders on June 28, 2017. Details of the Plan shall bedecided by the Board of Directors within the limitations stated in 2. below.
In addition, if Proposal 2 “Amendment to the Articles of Incorporation” and Proposal 3 “Election of
Seven (7) Directors (Excluding Directors who are Audit and Supervisory Committee Members)” areapproved as originally proposed, the number of Directors of the Company who will be eligible for thePlan will be five (5).
The effectiveness of this proposal shall be subject to the changes to the Articles of Incorporation in (2)of 1. Reason for amendment in Proposal 2 “Amendment to the Articles of Incorporation” taking effect.
2. Amount of remuneration, etc., and specific content related to the Plan
(1)

Overview of the Plan
The Plan is a stock remuneration plan whereby the Company’s shares are acquired through a trust(the trust set up based on the Plan is hereinafter referred to as the “Trust”) using funds contributedby the Company as capital, and the acquired shares and money in the amount equivalent to thevalue of the Company’s shares converted at market value (the “Company’s Shares, Etc.”) are
granted to Eligible Directors through the Trust according to their positions or the like, pursuant to
the predetermined Rules on Stock Benefits for Directors. In principle, the Company’s Shares, Etc.
are provided to Eligible Directors at the time of retirement from a position of Eligible Director of
the Company.

(2)

Beneficiaries of the Plan
Directors (excluding Directors who are Audit and Supervisory Committee Members and Outside
Directors)- 25 -

(3)Trust period
The trust period is from August 2018 until the Trust terminates. (The Trust will continue without
an established ending date for as long as the Plan exists. The Plan will terminate if the Company’s
shares are delisted or the Rules on Stock Benefits for Directors are abolished, or for other suchreasons.)(4)

Amount of trust (amount of remuneration, etc.)
In accordance with the original proposal, the Company introduced the Plan for the three-year period
from the fiscal year ended March 31, 2019, to the fiscal year ended March 31, 2021 (this period of
three fiscal years is hereinafter referred to as the “Initial Target Period”; the Initial Target Period
and every three fiscal years commencing after the Initial Target Period has passed are hereinafter
each referred to as a “Target Period”) and each subsequent Target Period, and established the Trustby contributing 187 million yen in cash for the Initial Target Period, in order to grant the Company’s
Shares, Etc. to Eligible Directors.
Now, in line with the transition to a company with an audit and supervisory committee, the Trust
will continue as a trust with Eligible Directors who fulfill the beneficiary requirements as
beneficiaries.
Moreover, even after the elapse of the Initial Target Period, the Company shall contribute an extra
amount of 360 million yen maximum to the Trust for every subsequent Target Period, in principle,
until the termination of the Plan (Note). However, if an additional contribution is to be made andthere are the Company’s shares (excluding the Company’s shares equivalent to the number ofpoints granted to Eligible Directors that are yet to be given to them with respect to each Target
Period until the most recent Target Period) and money remaining in the Trust’s assets (the “Residual
Shares, Etc.”), the sum of the amount of the Residual Shares, Etc. (with Company’s sharescalculated by book value as of the last day of the preceding Target Period) and the additional
contribution must be within 360 million yen.
Notes: The money that the Company actually contributes to the Trust will be an amount that
includes funds for the acquisition of shares, as described, as well as expected expenses
required for Trust fees.
During a Target Period, the Company may contribute funds to the Trust multiple times until theaccumulated amount contributed reaches each maximum amount stated above.
The Company will conduct timely and proper disclosure when a decision for additional
contributions is made.

(5)

Method of acquiring the Company’s shares and the number of shares to be acquired
The Company’s shares shall be acquired by the Trust through the stock market or purchasing
disposed treasury shares of the Company using the funds contributed by the Company in (4) above
as capital, and new shares will not be issued. Accordingly, the total number of issued shares of theCompany will not increase and no dilution will occur when the Trust acquires the Company’s
shares.
In the Initial Target Period, a maximum of 120 thousand shares shall be acquired without delay
after the establishment of the Trust.
Details of the acquisition of the Company’s shares by the Trust will be disclosed in a timely andproper manner.

(6)

Calculation method of the number of the Company’s Shares, Etc. to be granted to Eligible Directors
For each fiscal year, Eligible Directors shall be granted a certain number of points to be determinedin consideration of their positions or the like in accordance with the Rules on Stock Benefits for- 26 -

Directors. The total amount of points per fiscal year granted to Eligible Directors is up to 40
thousand points. The Company has comprehensively taken into consideration the level of
remuneration current officers receive, fluctuations in and prospects regarding the number of
Eligible Directors, and other such matters and has deemed the decision reasonable.
The points granted to Eligible Directors shall be exchanged at a rate of one share of the Company’scommon stock for one point when granting the Company’s Shares, Etc. as set forth in (7) below(however, in the event that the Company conducts a stock split, allotment of shares without
consideration, stock consolidation, or the like with respect to its shares after the approval of this
Proposal, then based on the ratio or the like of the stock split, etc., reasonable adjustments shall bemade to the maximum number of points and points already granted or to the ratio of exchange).
The number of points which will be the basis for determining the Company’s Shares, Etc. to be
granted to an Eligible Director, as stated in (7) below, will be the number of points granted to the
Eligible Director up to the time of retirement in principle (points calculated in such a manner are
hereinafter referred to as the “Final Number of Points”).
(7)

Grant of the Company’s Shares, Etc.
In principle, if an Eligible Director retires and fulfills the beneficiary requirements stated in theRules on Stock Benefits for Directors, then by completing the prescribed procedures for thedetermination of beneficiaries, the Eligible Director shall be granted, from the Trust, theCompany’s shares in the number equivalent to his or her Final Number of Points determined asstated in (6) above after his or her retirement. However, if the requirements set forth in the Rules
on Stock Benefits for Directors are satisfied, a certain percentage of the points must be converted
to money equivalent to the market value of the Company’s shares in place of granting those shares.
To prepare for payment in cash, sales of Company’s shares through the Trust may occur.

(8)

Exercise of voting rights
The Trust shall uniformly refrain from exercising the voting rights for the shares of the Company
held in the Trust’s account, in accordance with instructions of the trust administrator. In such a way,
the Trust aims to ensure its neutrality towards the Company’s management with regard to theexercise of the voting rights for the shares of the Company held in the Trust’s account.

(9)

Handling of dividends
Dividends associated with the Company’s shares within the Trust’s account shall be received by
the Trust and allocated to the capital for the acquisition of the Company’s shares and Trust fees tobe paid to trustees associated with the Trust, among others. Dividends, etc., that remain in the
Trust’s assets upon termination of the Trust, in accordance with the Rules on Stock Benefits for
Directors, shall be divided among the Eligible Directors in office at that time in proportion to theirpoints.

(10) Procedures upon termination of the Trust
The Trust will terminate in certain circumstances, such as when the Company’s shares are delisted
or when the Rules on Stock Benefits for Directors are abolished.
Any shares of the Company remaining in the Trust’s assets upon termination of the Trust shall beacquired by the Company without charge and cancelled by a resolution of the Board of Directors.
Any money remaining in the Trust’s assets upon termination of the Trust shall be paid to theCompany after deducting any amount to be paid to Eligible Directors pursuant to (9) above.

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