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.

To our shareholders:(Securities Code: 1942)
June 10, 2022
Hiroshi Yamaguchi, Chairman and Director
Kandenko Co., Ltd.
4-8-33 Shibaura, Minato-ku, Tokyo

Notice of the 108th Annual General Meeting of Shareholders
We are pleased to announce the 108th Annual General Meeting of Shareholders of Kandenko Co., Ltd. (the“Company”) to be held as described below.
If you exercise your voting rights prior to the meeting, please refer to the “Guide to Exercise Voting Rights” (Japaneseonly) on page 3 and page 4 and exercise your voting rights in writing or via the Internet, after examining the Reference
Documents for the General Meeting of Shareholders as stated hereafter.
1. Date and Time: Wednesday, June 29, 2022, 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 108th
fiscal year (from April 1, 2021 to March 31, 2022), 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 13 Directors
Proposal No. 4:
Payment of Bonuses to Directors

1. If you are attending the meeting in person, please submit the enclosed voting form to the reception.
2. “Systems to ensure that Directors perform their duties in compliance with relevant laws and regulations and the Articles ofIncorporation, other systems to ensure properness of operations of the Company, and the overview of the operation status of thesesystems” in the Business Report, Notes to the Consolidated Financial Statements and Notes to the Non-consolidated Financial
Statements are posted on the Company’s website (https://www.kandenko.co.jp/) pursuant to the applicable laws and regulations andthe Company’s Articles of Incorporation. Accordingly, the documents attached hereto 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. If any modifications are made to items in the documents attached hereto or the Reference Documents for General Meeting of
Shareholders will be posted on the Company’s website (https://www.kandenko.co.jp/).

-1-

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 ¥14 per share, totaling¥2,860,270,448, 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, 2022.
(1)
(2)
(3)

Type of dividend property
Cash
Allotment of dividend property and their aggregate amount¥14 per share
Total dividends: ¥2,860,270,448
Effective Date
June 30, 2022-2-

Proposal No. 2

Partial Amendment to the Articles of Incorporation(1)

Reasons for the Amendment
In line with the effective date of the electronic provision of materials for the General Meeting of Shareholders
provided for in the proviso of Article 1 of the Supplementary Provision of the Act to Partially Amending theCompanies Act (Act No. 70 of 2019) to be enforced on September 1, 2022, the Company will establish that it
will take measures to provide information that is the content of reference documents for the General Meetingof Shareholders, etc. in electronic format and establish that it may limit the scope of matters to be included in
the document to be delivered to shareholders who have made a request for delivery of the document.
The current provisions on the Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, etc. will not be necessary, and therefore, these provisions will be deleted,
and Supplementary Provisions concerning the Effective Date, etc. associated with these changes will be added.

(2)

Contents of the amendment
Details of the changes are as follows.

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16
When the Company convenes a General Meeting of
Shareholders, if it discloses information that is to be stated orpresented in the reference documents for the General Meetingof Shareholders, business report, financial statements andconsolidated financial statements through the internet inaccordance with the provisions prescribed by law, it may bedeemed that the Company has provided this information toshareholders.
(Newly established)(Newly established)(Note) Underlined sections indicate the changes.
Planned Amendments(Deleted)(Measures to Provide Information in Electronic Format)
Article 16
The Company shall electronically provide information
contained in the reference documents for the General Meetingof Shareholders, etc. in convening the General Meeting of
Shareholders.
Of items for which the measures for providing information inelectronic format will be taken, the Company may exclude allor some of those items designated by Law from statements inthe paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents by the record
date of voting rights.
Supplementary Provisions
1. The deletion and new establishment of Article 16 of the
Articles of Incorporation shall be effective from September
1, 2022, which is the date of enforcement of the revised
provisions provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019) (hereinafterreferred to as the “Date of Enforcement”).
2. Notwithstanding the provision of the preceding paragraph,
Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.) shall remain
effective regarding any General Meeting of Shareholders
held on a date within six months from the Date of
Enforcement.

-3-

Current Articles of Incorporation

Planned Amendments
3. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the date of
the General Meeting of Shareholders in the preceding
paragraph, whichever is later.

-4-

Proposal No. 3

Election of 13 Directors

At the conclusion of this meeting, the terms of office of all 14 Directors will expire. Therefore, the Company proposes
the election of 13 Directors.
The candidates for Director are as follows:
Candidate
no.

Name

Current Position at the Company

1

Hiroshi Yamaguchi

Reelected

Chairman and Director

2Toshio Nakama

Reelected

President and Executive Officer

3

Shoichiro Kashiwabara

Reelected

Executive Vice President and Executive Officer

4

Yuji Ueda

Reelected

Executive Vice President and Executive Officer

5

Shinichi Miyauchi

Reelected

Senior Managing Director and Executive Officer

6

Nobuhiro Iida

Reelected

Managing Director and Executive Officer

7

Mitsuru Fujii

Reelected

Managing Director and Executive Officer

8

Shinji Takahashi

Reelected

Managing Director and Executive Officer

9

Koichi Nakahito

Reelected

Managing Director and Executive Officer

10

Takashi Uchino

11

Hajime Saito

12

Miwako Ando

13

Koji Tanaka

Reelected
OutsideIndependent
Reelected
OutsideIndependent
Reelected
OutsideIndependent
New election
OutsideIndependent

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

Director

17/17(100.0%)

Director

17/17(100.0%)

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

Number of theCompany’s shares
owned

Apr. 2016

1

2

Representative Executive Vice President andChief Engineer, Safety Management of Tokyo
Electric Power Company Holdings, Inc.
Hiroshi Yamaguchi
June 2017
Chairman of Kanto Electrical Safety Services(February 15, 1951)
Foundation (until June 2021)
May 2018
President of The Institute of ElectricalEngineers of Japan (IEEJ) (until May 2019)
June 2018
Director, Audit & Supervisory Committee
Member of Chiyoda Corporation
June 2019
Director of Chiyoda Corporation (until June
12,8642021)
June 2021
Chairman and Director of the Company
Reelected(current position)
Oct. 2021
President of General incorporated association
Tenure as Director (as of theJapan Electrical Construction Association
conclusion of this meeting)(current position)
1 year<Significant Concurrent Positions outside the Company>
President of General incorporated association Japan Electrical
Construction Association
Reasons for nomination as candidate for Director
Hiroshi Yamaguchi has knowledge of business activities related to corporate management, ESG and compliance,
operation and management, purchasing, new business, technology development/ DX/ICT, and overseas business. The
Company has judged that his experience and insight, etc. gained as Chairman and Director will contribute to theCompany’s sustainable growth and enhancement of our corporate value over the medium to long term.
Toshio Nakama
Apr. 1982
Joined the Company(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
31,664
position)
Reelected
Tenure as Director (as of theconclusion of this meeting)
7 years
Reasons for nomination as candidate for Director
Toshio Nakama has knowledge of business activities related to corporate management, ESG and compliance, humanresources and labor, sales and marketing, and operation and management. The Company has judged that his experienceand insight, etc. gained as President and Executive Officer will contribute to the Company’s sustainable growth andenhancement of our corporate value over the medium to long term.

-6-Candidate
no.

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

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

June 2015
June 20163

4

Reelected

June 2017
Oct. 2018

Joined the Company
Senior Executive Officer (management
planning, general affairs and human resources& welfare)Managing Director and Executive Officer
Senior Managing Director and Executive
Officer
Executive Vice President
Executive Vice President, Executive Officer,
and Division Manager of Corporate Division in
charge of Overall Operations and Internal
Control Division (current position)

Number of theCompany’s shares
owned

34,723

Tenure as Director (as of theconclusion of this meeting)
7 years
Reasons for nomination as candidate for Director
Shoichiro Kashiwabara has knowledge of business activities related to corporate management, ESG and compliance,
finance and accounting, human resources and labor, sales and marketing, and purchasing. The Company has judged that
his experience and insight, etc. gained as Executive Vice President and Executive Officer, etc. will contribute to theCompany’s sustainable growth and enhancement of our corporate value over the medium to long term.
Yuji Ueda
Apr. 2016
Managing Director of TEPCO Energy Partner,(January 26, 1960)
Inc.
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
15,805June 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)
4 years
Reasons for nomination as candidate for Director
Yuji Ueda has knowledge of business activities related to corporate management, sales and marketing, new business,
technology development/DX/IT, 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 will contribute to the Company’s sustainable growth and enhancement of our corporate value overthe medium to long term.

-7-

Candidate
no.

Name
(Date of birth)
Shinichi Miyauchi(January 8, 1960)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Oct. 2018

June 2019
June 2020
July 2021
5

Reelected

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

Number of theCompany’s shares
owned

14,918Tenure as Director (as of theconclusion of this meeting)
3 years
Reasons for nomination as candidate for Director
Shinichi Miyauchi has knowledge of business activities related to sales and marketing, and purchasing. The Company
has judged that his experience and insight, etc. gained as Senior Managing Director and Executive Officer, etc. willcontribute to the Company’s sustainable growth and enhancement of our corporate value over the medium to long term.
Apr. 1985
Joined the Company
Nobuhiro Iida
(November 30, 1961)
Oct. 2018
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andBranch Manager of Kanagawa Branch
June 2020
Managing Director and Executive Officer
July 2021
Managing Director, Executive Officer and in
charge of Cost Management Division (current
14,132
position)
67

Reelected
Tenure as Director (as of theconclusion of this meeting)
2 years
Reasons for nomination as candidate for Director
Nobuhiro Iida has knowledge of business activities related to sales and marketing, purchasing, and overseas business.
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 our corporate value over the medium to longterm.
Mitsuru Fujii
Apr. 1985
Joined the Company(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
11,432
Infrastructure Division (in charge of Safety &Environment Division) (current position)
Reelected
Tenure as Director (as of theconclusion of this meeting)
1 yearReasons 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 Head of Power Distribution
Unit, Social Infrastructure Division and as Managing Director and Executive Officer, etc. will contribute to theCompany’s sustainable growth and enhancement of our corporate value over the medium to long term.

-8-Candidate
no.

Name
(Date of birth)
Shinji Takahashi(September 10, 1962)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2020

June 2021
July 2021

89

Reelected

Joined the Company
Executive Managing Officer, Division Manager
of Minamikanto & Tokai Sales Division, andBranch Manager of Kanagawa BranchManaging Director and Executive Officer
Managing Director and Executive Officer,
Division Manager of Minamikanto & Tokai
Sales Division, and Branch Manager ofKanagawa Branch (current position)

Number of theCompany’s shares
owned

8,808

Tenure as Director (as of theconclusion of this meeting)
1 yearReasons for nomination as candidate for Director
Shinji Takahashi has knowledge of business activities related to sales and marketing, and operation and management.
The Company has judged that his experience and insight, etc. gained as Division Manager of Minamikanto & Tokai
Sales Division, and Branch Manager of Kanagawa Branch and Managing Director and Executive Officer will contributeto the Company’s sustainable growth and enhancement of our corporate value over the medium to long term.
Koichi Nakahito
Apr. 2018
Executive General Manager of Tokyo Branch of(November 6, 1963)
TEPCO Power Grid, Incorporated
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
5,956
June 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)
1 yearReasons 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 Deputy
Executive General Manager of the Social Infrastructure Division and as Managing Director and Executive Officer, etc.
will contribute to the Company’s sustainable growth and enhancement of our corporate value over the medium to long
term.

-9-

Candidate
no.

Name
(Date of birth)
Takashi Uchino(November 17, 1951)

1011

Reelected
OutsideIndependent

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Professor of Department of Management,
Gakushuin University Faculty of Economics(until March 2019)
June 2013
Director of the Company (current position)
Oct. 2013
Representative Director of Institute Of
Management Studies, Japan (current position)<Significant Concurrent Positions outside the Company>
Representative Director of Institute Of Management Studies,Japan

Number of theCompany’s shares
owned

Apr. 1990

0

Tenure as Director (as of theconclusion of this meeting)
9 years
Reasons for nomination as an outside Director and overview of expected role
Although Takashi Uchino has not been involved in corporate management, the Company believes that his knowledge of
ESG and compliance, finance and accounting, human resources and labor, sales and marketing, and new business andtechnology development/DX/IT as well as experience and insight gained as a university professor and business
management studies expert, 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 him to provide advice and supervise management from an independent andobjective standpoint based on his above-mentioned experience, expertise, etc.
Hajime Saito
June 2009
Executive Managing Director of Mizuho(July 7, 1956)
Financial Group, Inc.
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)
3 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, ESG and compliance, financeand accounting, human resources and labor, and new business, as well as his experience and insight gained as a directorof Mizuho Financial Group, Inc. and Mizuho Securities Co. Ltd., will contribute to the Company’s sustainable growthand enhancement of our corporate value over the medium to long term.
Furthermore, the Company expects him to provide advice and supervise management from an independent andobjective standpoint based on his above-mentioned experience, expertise, etc.

- 10 -

Candidate
no.

Name
(Date of birth)
Miwako Ando
(November 7, 1957)

12

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 (current position)
June 2019
Registered as Attorney-at-Law (current
position)
June 2021
Director of the Company (current position)<Significant Concurrent Positions outside the Company>
Professor of Graduate School of Law of Hosei University
Attorney-at-law

Number of theCompany’s shares
ownedJuly 2016

0Tenure as Director (as of theconclusion of this meeting)
1 yearReasons 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 provide advice and supervise management from an independent and objective
standpoint based on her 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. 1974
May 2006

Number of theCompany’s shares
ownedJoined Hitachi, Ltd.
General Manager, Hitachi Works, Power
Systems Group, Hitachi, Ltd.
Apr. 2007
Vice President and Executive Officer,
General Manager, Hitachi Works and Vice
President of Power Systems Group, Hitachi,
Ltd.
Apr. 2009
Vice President and Executive Officer, Presidentof Power Systems Group, General Manager ofRenewable Energy & Smart Grid Division,
Hitachi, Ltd.
Apr. 2011
Representative Executive Officer, Executive
Koji Tanaka
Vice President and Executive Officer, Hitachi,(January 22, 1952)
Ltd.
Jan. 2014
Chairman and Outside Director, Mitsubishi
Hitachi Power Systems, Ltd. (until March2018)
0June 2014
Outside Director, Hitachi Metals, Ltd. (until
June 2015)
May 2016
President, The Institute of Electrical Engineers
13of Japan (IEEJ) (until May 2017)
New election
OutsideJune 2016
Director, Hitachi Chemical Company, Ltd.
Independent(until June 2017)
Apr. 2017
Representative Executive Officer, Executive
Vice President and Executive Officer, CEO,
Nuclear Energy Business Unit, Hitachi, Ltd.
Apr. 2018
Advisor, Hitachi, Ltd. (until April 2020)
June 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)
Reasons for nomination as an outside Director and overview of expected role
Koji Tanaka has knowledge related to corporate management, ESG and compliance, sales and marketing, operation andmanagement, new business, technology development/DX/IT, and overseas business as his experience and insight gained
as Representative Executive Officer and Executive Vice President of Hitachi, Ltd. The Company has judged that he willcontribute to the Company’s sustainable growth and enhancement of our corporate value over the medium to long term.
Furthermore, the Company expects him to give advice and supervise management from an independent and objective
standpoint based on his above-mentioned experience, expertise, etc.
Notes: 1. Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Takashi Uchino, Hajime Saito, and Miwako Ando to limit their liability for damages under Article 423, paragraph(1) of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
Further, pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company also plans to enter
into an agreement with Koji Tanaka 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 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, if new
candidates for Director assume office as Director, they will be included as insured persons in this policy.

- 12 -

Proposal 4:

Payment of Bonuses to Directors

The Company proposes to pay bonuses to 14 Directors (including three outside Directors) in office at the end of thecurrent fiscal year, at the total amount of ¥110,000,000, 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.

- 13 -

[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 is approved, the following skills matrix indicates the knowledge, experience, and abilities of Directors
and Auditors.

Name

Director

AuditorHiroshi Yamaguchi
Toshio Nakama
Shoichiro
Kashiwabara
Yuji Ueda
Shinichi Miyauchi
Nobuhiro Iida
Mitsuru Fujii
Shinji Takahashi
Koichi Nakahito
Takashi Uchino
Hajime Saito
Miwako Ando
Koji Tanaka
Toru Yukimura
Hidekazu Tanaka
Sumihito Okawa
Takashi Suetsuna
Shoichi Muto

CorpoESG / Financerate
Com- /Accountmanagepliance ing
ment
●
●

●
●

●

●

●

Human
Sales /
resourMarces andketing
labor

●

●

●

●

●

●
●
●
●
●

●

●
●
●
●

●
●
●
●

●
●
●

●
●

●
●
●

●

●

●
●

●
●

●
●

●

●

Overseas
Business
●

●
●
●
●
●
●

●
●

●
●

●
●
●

●
●

●

●
●
●

●

●

- 14 -

●

●

●
●
●

●

Technology
development
/DX /
IT
●

OperaNewtion and PurBusichasingmanness
agement

●
●

●

●
●
●

[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- 15 -