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

Securities Code: 3526
Date of delivery: June 4, 2024
Start date of measures for electronic provision: May 30, 2024
To Our Shareholders:
Shigeyuki Washine, Representative Director andPresident
Ashimori Industry Co., Ltd.
11-61, Senrioka 7-chome, Settsu, Osaka, Japan

Notice of the 124th Annual General Meeting of Shareholders
You are hereby notified that the 124th Annual General Meeting of Shareholders of Ashimori Industry Co., Ltd. (the“Company”) will be held as described below.
When convening this General Meeting of Shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the General Meeting of Shareholders, etc. (items for whichmeasures for providing information in electronic format are to be taken) in electronic format, and posts thisinformation on the Company’s website. Please access the Company’s website by using the internet address shown
below to review the information.
The Company’s website:
https://www.ashimori.co.jp/ir/library/meeting/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the website above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the TSE website (Listed Company Search) by using the internet address shown below, enter“Ashimori Industry” in “Issue name (company name)” or the Company’s securities code “3526” 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].”
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the meeting in person, you may exercise your voting rights in writing (by post) or via theInternet, etc. Please review the reference documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Thursday, June 20, 2024 by referring to the “Information on how to exercise your voting
rights” listed on pages 3 to 4 (in Japanese only).
1. Date and Time: Friday, June 21, 2024 at 10:00 a.m. (JST) (Reception open at 9:00 a.m.)
2. Venue:First meeting room of the main building of the Company’s Head Office & Osaka Plant
11-61, Senrioka 7-chome, Settsu, Osaka, Japan
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 124th term (April 1, 2023 to March 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 124th term (April 1, 2023 to March 31, 2024)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Nine Directors
Proposal No. 3
Election of One Audit & Supervisory Board Member-1-Proposal No. 4
Proposal No. 5

Election of One Substitute Audit & Supervisory Board Member
Determination of Remuneration for Granting Restricted Shares to Directors (Excluding
Outside Directors)

 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 If revisions to the items subject to measures for electronic provision arise, the details of the revisions will be posted on the websites
described on the previous page.
 Note that, for this General Meeting of Shareholders, paper-based documents stating items subject to measures for electronic provision
will be delivered regardless of whether a request for delivery of such documents was made. Among the items subject to measures forelectronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of theCompany, the following items are not provided in the paper-based documents to be delivered.
1)“Status of share acquisition rights, etc.” and “System for ensuring the appropriateness of business and overview of theoperational status of the system” of the Business Report
2)“Consolidated statement of changes in equity” and “Notes to consolidated financial statements” of the Consolidated
Financial Statements
3)“Statement of changes in equity” and “Notes to non-consolidated financial statements” of the Non-consolidated Financial
Statements
Of the above, 1) to 3) are part of the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members when preparing the audit report. Also, 2) and 3) of the above are partof the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the Accounting Auditor when
preparing the accounting audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company recognizes the return of profit to shareholders as one of the most important matters, and our basic
policy is to pay stable dividends on an ongoing basis.
Taking into account the business performance, business environment and its internal reserves, the Company proposes
to pay year-end dividends for the fiscal year as follows:
(1)
(2)

(3)

Type of dividend property
Cash
Allotment of dividend property and aggregate amount thereof¥100 per common share of the Company
In this event, the total dividends will be ¥600,600,600.
Effective date of dividends of surplus
June 24, 2024

-3-

Proposal No. 2

Election of Nine Directors

The terms of office of the nine Directors, Mr. Shigeyuki Washine, Mr. Futoshi Makimoto, Mr. Shuichi Toriyama, Mr.
Kaoru Nagatomi, Mr. Kazuyoshi Ito, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Yasushi Okada and Mr. Takashi
Ogawa will expire at the conclusion of this meeting. Therefore, the Company proposes the election of nine Directors.
The election of candidates for Director was reported to the Advisory Board, the majority of whose members are
independent Outside Directors.
The candidates for Director are as follows:
Candidate
No.

1

Name

Hiromasa Zaitsu

Current positions and responsibilities in the GroupNew election

Advisor2

Futoshi Makimoto

Re-election

Director, Managing Executive Officer
Division Manager of the High Performance Products Business
Division, Head of Osaka Office3

Kaoru Nagatomi

Re-election

Director, Managing Executive Officer
Division Manager of Automotive Safety Systems Business DivisionRe-election

Director, Executive Officer
General Manager of PALTEM Management Group, Head of Tokyo
Office, Representative Director and President of Ashimori Engineering
Co., Ltd.

4

Kazuyoshi Ito

5

Akinori Koyama

New election

Executive Officer
General Manager of Automotive Safety Systems Engineering
Management Group, General Manager of Automotive Safety Systems
Business Management Group

6

Haruo Shimizu

Re-election(Outside)

Outside Director

7

Yasushi Okada

Re-election(Outside)

Outside Director

8

Takashi Ogawa

Re-election(Outside)

Outside Director

9Kazuyoshi Furukawa

New election(Outside)–-4-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)

Number of theCompany’s shares
owned

Apr. 1985
Jan. 2010

1

2

3

Joined Toyota Motor Corporation
General Manager of Technology Administration
Division of Toyota Motor Corporation
Hiromasa Zaitsu*
June 2013
General Manager of General Administration of
10,000(March 25, 1963)
Toyota Motor Corporation
June 2017
Corporate Officer of Toyoda Gosei Co., Ltd.
(current position)
Jan. 2024
Advisor of the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Hiromasa Zaitsu has been primarily engaged in the duties of human resources and general administration divisions
over many years at Toyota Motor Corporation and Toyoda Gosei Co., Ltd., and currently serves as an Advisor to theCompany. With his abundant work experience and broad knowledge in the automotive industry, the Company judgesthat he is a right person in view of achieving sustainable growth and medium to long term enhancement of theCompany’s corporate value, and therefore proposes his new election as Director.
Aug. 1987
Joined the Company
June 2016
President of Ashimori Engineering Co., Ltd.
June 2017
Executive Officer of the Company
Nov. 2018
General Manager of PALTEM Management
Group of the Company
Futoshi Makimoto
2,884
June 2019
Director, Managing Executive Officer and(January 26, 1959)
Division Manager of the High Performance
Products Business Division of the Company(current position)
June 2023
Head of Osaka Office of the Company (current
position)[Reasons for nomination as a candidate for Director]
Mr. Futoshi Makimoto has been supervising the management and making decisions on important matters appropriately
as Director, and has been promoting expansion/re-establishment of the production system and improvement intechnology, and striving to enhance sales and profitability as Managing Executive Officer and Division Manager of theHigh Performance Products Business Division. Based on these achievements, the Company judges that he is the right
person to sustainably enhance the Company’s corporate value, and therefore proposes his continued election as
Director.
Jan. 2019
Joined Toyoda Gosei Co., Ltd.
Project General Manager of Safety System
Technology Department of Toyoda Gosei Co.,Ltd.
June 2021
Executive Officer for Development ofAutomotive Safety Systems Business Division
Kaoru Nagatomi
of the Company
113(April 16, 1965)
Apr. 2022
Managing Executive Officer and Division
Manager of Automotive Safety Systems
Business Division of the Company (current
position)
June 2023
Director of the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Kaoru Nagatomi has been supervising the management and making decisions on important matters appropriately as
Director, and strengthening the quality assurance system as Managing Executive Officer and Division Manager ofAutomotive Safety Systems Business Division of the Company. He has been promoting the Group’s cost reduction
measures and the establishment of a cooperative system with Toyoda Gosei Co., Ltd., and has been striving to enhancesales and profitability. Based on these achievements, the Company judges that he is the right person to sustainably
enhance the Company’s corporate value, and therefore proposes his continued election as Director.

-5-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Mar. 1988
Apr. 2014

4

5

Number of theCompany’s shares
ownedJoined the Company
General Manager of PALTEM Sales
Department of the Company
June 2019
Executive Officer and General Manager of
PALTEM Management Group of the Company
Kazuyoshi Itoand Representative Director and President of
1,371(December 25, 1959)
Ashimori Engineering Co., Ltd. (current
position)
June 2021
Head of Tokyo Office of the Company (current
position)
June 2022
Director of the Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Kazuyoshi Ito has been supervising the management and making decisions on important matters appropriately as
Director, and has been striving to enhance the production and sales system and improve technology in the area ofpipeline rehabilitation as General Manager of PALTEM Management Group and Representative Director and Presidentof Ashimori Engineering Co., Ltd., which is our group company. Based on these achievements, the Company judgesthat he is the right person to sustainably enhance the Company’s corporate value, and therefore proposes his continued
election as Director.
Apr. 1988
Joined the Company
Nov. 2018
General Manager of Automotive Safety
Systems Airbag Technology of the Company(current position)
June 2019
Representative Director and President of
Ashimori Industria de Mexico, S.A. de C.V.
Akinori Koyama*
Apr. 2023
General Manager of Automotive Safety
151(April 16, 1965)
Systems Engineering Management Group of
the Company (current position)
June 2023
Executive Officer of the Company (current
position)
Apr. 2024
General Manager of Automotive Safety
Systems Business Management Group of theCompany (current position)[Reasons for nomination as a candidate for Director]
Mr. Akinori Koyama has been involved in the development and design of automotive safety systems for many years,
and has abundant experience and broad knowledge in overall automotive safety systems business through his duties. He
has also been involved in corporate management, such as serving as Representative Director and President of ouroverseas group company, and currently serves as General Manager of Automotive Safety Systems Engineering
Management Group and General Manager of Automotive Safety Systems Business Management Group. Based on theseachievements, the Company judges that he is the right person to sustainably enhance the Company’s value, andtherefore proposes his election as new Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Feb. 1970

6

7

Number of theCompany’s shares
ownedJoined Daikin Manufacturing Co., Ltd. (nowExedy Corporation)
June 2006
President & CEO of Exedy Corporation
Apr. 2015
Chairman of Exedy Corporation
June 2016
Advisor of Exedy Corporation
Haruo Shimizu
0June 2019
Outside Director of the Company (current(January 7, 1947)
position)(Significant concurrent positions outside the Company)
Outside Director (Audit & Supervisory Committee Member) of
Bando Chemical Industries, Ltd.
Outside Director of Suminoe Textile Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Haruo Shimizu has been engaged in the management of Exedy Corporation for many years, having abundant
experience and broad knowledge, and has been providing appropriate advice and supervised the Board of Directors
from an independent standpoint. In addition, he has been actively involved in strengthening the independence andobjectivity of procedures regarding the nomination and remuneration of officers and improving corporate governance asa member of the Advisory Board, which is an advisory body of the Board of Directors and the Representative Director.
Based on these achievements, the Company expects him to strengthen the decision-making and supervisory functions of
the Board of Directors, and therefore proposes his continued election as Outside Director.
Apr. 1993
Joined Toyoda Gosei Co., Ltd.
June 2020
Deputy Director of Product Development
Center of Toyoda Gosei Co., Ltd.
June 2021
Outside Director of the Company (current
position)
June 2022
Deputy Chief of SS Business Headquarters of
Toyoda Gosei Co., Ltd. (current position)
Yasushi Okada
June 2023
Corporate Officer of Toyoda Gosei Co., Ltd.
0
(July 26, 1968)(current position)
Jan. 2024
Chief of Europe and Africa Regional
Headquarters of Toyoda Gosei Co., Ltd.
(current position)(Significant concurrent positions outside the Company)
Corporate Officer, Deputy Chief of SS Business Headquarters
and Chief of Regional Headquarters in Europe and Africa of
Toyoda Gosei Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Yasushi Okada has been serving as Corporate Officer, Deputy Chief of SS Business Headquarters and Chief ofRegional Headquarters in Europe and Africa of Toyoda Gosei Co., Ltd., and is well versed in the domain of automotive
parts, particularly the safety system area. He has been supervising the Board of Directors and giving advice on our
automotive safety systems business as Outside Director. He has not been involved in the management of a company
except as an outside director. However, based on these achievements, the Company expects him to strengthen thedecision-making and supervisory functions of the Board of Directors, and therefore proposes his continued election as
Outside Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1982

8

9

Notes:

1.
2.
3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined Toyota Motor Co., Ltd. (now Toyota
Motor Corporation)
Apr. 2015
Executive Officer and Group General Manager
of AE Engineering Group of Fujitsu Ten
Limited (now DENSO TEN Limited)
Apr. 2019
Senior Executive Officer and Director of
Takashi Ogawa
DENSO TEN Limited0(August 10, 1957)
June 2023
Outside Director of the Company (current
position)
Oct. 2023
Outside Director of CENTRALENGINEERING Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Outside Director of CENTRAL ENGINEERING Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Takashi Ogawa is well versed in the domain of automotive parts from his involvement in developing electronicparts for automobiles over many years at other companies, and has been providing advice on our automotive safetysystems business and supervised the Board of Directors as Outside Director. In addition, he has been actively involvedin strengthening the independence and objectivity of procedures regarding the nomination and remuneration of officers
and improving corporate governance as a member of the Advisory Board, which is an advisory body of the Board of
Directors and the Representative Director. Based on these achievements, the Company proposes his continued election
as Outside Director.
Apr. 1980
Joined Konoike Construction Co., Ltd.
Oct. 2013
Operating Officer of Konoike Construction Co.,
Ltd.
Oct. 2018
Director and Senior Executive Officer of
Konoike Construction Co., Ltd.
Kazuyoshi Furukawa
0Oct. 2020
Director and Vice President of Konoike(August 31, 1956)
Construction Co., Ltd.
Apr. 2021
Senior Managing Director of Konoike
Construction Co., Ltd.
Mar. 2023
Standing Advisor of Konoike Construction Co.,Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Kazuyoshi Furukawa has been involved in the civil engineering business for many years at Konoike Construction
Co., Ltd., and is well versed in the civil engineering and construction industry. He also has abundant experience andbroad knowledge, having served as Director and Vice President of Konoike Construction Co., Ltd. and so forth. Basedon these achievements, the Company expects him to advise in the area of the Company’s pipeline rehabilitation andstrengthen the decision-making and supervisory functions of the Board of Directors, and therefore proposes his newelection as Outside Director.
New candidates are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Four people, Mr. Haruo Shimizu, Mr. Yasushi Okada, Mr. Takashi Ogawa and Mr. Kazuyoshi Furukawa, are candidates
for Outside Director.
Three people, Mr. Haruo Shimizu, Mr. Yasushi Okada and Mr. Takashi Ogawa, are currently Outside Directors of theCompany, and at the conclusion of this meeting, the terms of office as Outside Directors will be as follows:
Mr. Haruo Shimizu: 5 years, Mr. Yasushi Okada: 3 years and Mr. Takashi Ogawa: 1 year
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith three people, Mr. Haruo Shimizu, Mr. Yasushi Okada and Mr. Takashi Ogawa, to limit their liability for damages
under Article 423, paragraph (1) of the same Act. The limit of liability for damages under such agreements is the minimum
liability amount prescribed in Article 425, paragraph (1) of the Companies Act. If the re-election of three candidates, Mr.
Haruo Shimizu, Mr. Yasushi Okada and Mr. Takashi Ogawa is approved, the Company plans to renew these agreementswith each of them. If Mr. Kazuyoshi Furukawa assumes the office of Outside Director, the Company plans to enter into
the same agreement with him to limit his liability.
The Company has registered both Mr. Haruo Shimizu and Mr. Takashi Ogawa as independent officers as provided for by
the Tokyo Stock Exchange. If the re-election of two candidates, Mr. Haruo Shimizu and Mr. Takashi Ogawa is approved,
the Company plans to continue designating them as independent officers. If Mr. Kazuyoshi Furukawa assumes the office-8-

of Outside Director, the Company plans to designate him as an independent officer as provided for by the Tokyo Stock
Exchange.
7. Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18) (in Japanese only). If the election of the candidates for Director is approved,
they will be also covered by the insurance policy. In addition, when the policy is renewed, the Company plans to renew itwith the same terms.

-9-Proposal No. 3

Election of One Audit & Supervisory Board Member

The term of office of Mr. Hiroyuki Sakuragi will expire at the conclusion of this meeting. Therefore, the Company
proposes the election of one new Audit & Supervisory Board Member.
The term of office of the Audit & Supervisory Board Member to be elected will be until the conclusion of the Annual
General Meeting of Shareholders for the fiscal year ending March 31, 2028.
Prior consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and positions in the Company(Significant concurrent positions outside the Company)
Apr. 1988
May 2015

Number of theCompany’s shares
ownedJoined the Company
General Manager of Accounting Department of theCompany
Hiroki Kane
June 2017
General Manager of Internal Audit Office of the Company
3,547(July 24, 1964)
June 2022
General Manager of Finance Department of the Company
June 2023
General Manager of Automotive Safety Systems Business
Administration Department of the Company (current
position)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Hiroki Kane has vast experience at the Company including as General Manager of Internal Audit Office, General Manager ofFinance Department and General Manager of Automotive Safety Systems Business Administration Department, and also hasabundant knowledge of the Company’s business. Based on this abundant experience and broad knowledge, the Company judges that
he will appropriately fulfill his duties as an Audit & Supervisory Board Member, and therefore proposes his new election as Audit &Supervisory Board Member.
Notes: 1. Mr. Hiroki Kane is a new candidate.
2. There is no special interest between the candidate and the Company.
3. Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18) (in Japanese only). If the election of the candidate for Audit & Supervisory
Board Member is approved, he will be also covered by the insurance policy. In addition, when the policy is renewed, theCompany plans to renew it with the same terms.

- 10 -

[Reference] Officers’ skill matrix after the conclusion of the General Meeting of Shareholders
If Proposal No. 2 and No. 3 are approved as they are, the officers’ skill matrix will be as follows:
Legal affairs
Compliance

Human
resources
Labor
management〇〇

Position

Name

Corporate
management

Finance
Accounting

Manufacturing
Technology

Director

Hiromasa
Zaitsu〇Director

Futoshi
Makimoto〇

Director

Kaoru
Nagatomi

Director

Kazuyoshi Ito

Director

Akinori
KoyamaDirector(Outside)

Haruo
Shimizu

Director(Outside)

Yasushi
Okada

Director(Outside)

Takashi
Ogawa

〇

〇

Director(Outside)Kazuyoshi
Furukawa〇〇

Audit &
Supervisory
Board Member

Hiroki Kane〇

Audit &
Supervisory
Board Member(Outside)

Masami Oishi〇

Global

〇
〇

〇

〇
〇

〇

〇
〇

〇

〇

〇

Audit &
Supervisory
Mitsuhiro〇〇
Board Member
Morikawa(Outside)Note:
The table above does not necessarily indicate all knowledge and experience that each person has.

- 11 -

Proposal No. 4

Election of One Substitute Audit & Supervisory Board Member

The effectiveness of the election of a substitute Audit & Supervisory Board Member, Mr. Takeo Morisawa, who waselected at the 123rd Annual General Meeting of Shareholders on June 23, 2023, will expire at the commencement of
this meeting. Therefore, the Company proposes the election of one substitute Audit & Supervisory Board Member tobe ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number
required by laws and regulations pursuant to the provisions of Article 329, paragraph (3) of the Companies Act.
In addition, prior consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and positions in the Company(Significant concurrent positions outside the Company)
Apr. 1989

Number of theCompany’s shares
ownedRegistered as a lawyer
Joined Kyowa-sogo Law Office
Apr. 1995
Established Takeo Morisawa Law Office (current position)
Takeo Morisawa
0
Apr. 2024
Outside Director of Morozoff Limited (current position)(August 27, 1961)(Significant concurrent positions outside the Company)
Lawyer of Takeo Morisawa Law OfficeOutside Director of Morozoff Limited[Reasons for nomination as a candidate for substitute Outside Audit & Supervisory Board Member]
Based on his expertise and broad experience as a lawyer, the Company judges that Mr. Takeo Morisawa will appropriately fulfill his
duties as an Outside Audit & Supervisory Board Member, and therefore proposes his continued election as a substitute Outside Audit& Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Takeo Morisawa is a candidate for substitute Outside Audit & Supervisory Board Member who satisfies therequirements for an Outside Audit & Supervisory Board Member.
3. If Mr. Takeo Morisawa assumes the office of Audit & Supervisory Board Member, the Company plans, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, to enter into an agreement with him to limit his liability
for damages under Article 423, paragraph (1) of the same Act. The limit of liability for damages under such agreement is
the minimum liability amount prescribed in Article 425, paragraph (1) of the Companies Act.
4. If Mr. Takeo Morisawa assumes the office of Audit & Supervisory Board Member, the Company plans to designate him
as an independent officer as provided for by the Tokyo Stock Exchange.
5. Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18) (in Japanese only). If Mr. Takeo Morisawa assumes the office of Audit &Supervisory Board Member, he will be also covered by the insurance policy.

- 12 -

Proposal No. 5

Determination of Remuneration for Granting Restricted Shares to Directors (Excluding Outside
Directors)

The monetary remuneration amount for Company Directors was approved at the 107th Annual General Meeting of
Shareholders held on June 28, 2007 to be no more than 400 million yen per year, and at the 116th Annual General
Meeting of Shareholders held on June 24, 2016, the allotment of share acquisition rights as stock-based remuneration
stock options to Directors (excluding Outside Directors) was approved to be up to 18 million yen per year within theconventional remuneration amount for Directions.
To provide incentives to Directors for improving Company corporate value and further promoting value sharing
between Directors and shareholders, the Company requests approval to abolish the remuneration limit on stock-based
remuneration stock options and introduce a remuneration system (hereinafter referred to as “this System”) for
granting restricted shares to Company Directors (excluding Outside Directors, hereinafter referred to as “eligible
Directors”). Based on the current monetary remuneration framework for Directors, the total monetary remuneration
to be paid to eligible Directors for granting restricted shares shall be no more than 18 million yen per year, which isan amount considered appropriate based on the above objectives, and the total number of common shares of theCompany to be issued or disposed of under this System shall be limited to no more than 20,000 shares per year
(however, if after the date this proposal is approved, an event occurs that requires a stock split (including the gratis
allotment of common shares of the Company) or a reverse stock split of the common shares of the Company, othershares will be issued as restricted shares, or, if an event occurs that requires an adjustment to the total number ofcommon shares of the Company to be disposed of, the total number shall be adjusted within a reasonable range).
Additionally, the specific allocation for each eligible Director shall be determined by the Board of Directors.
To ensure that the stock remuneration system is managed and operated in an integrated and efficient way, and promote
the further sharing of value with shareholders, the Company also requests approval that when eligible Directors who
are reappointed based on Proposal No. 2 (hereinafter referred to as “reappointed eligible Directors”) waive their rightto unexercised share acquisition rights as stock-based remuneration stock options, the Company acquire these without
contribution in exchange for granting restricted shares that are equivalent to the number of shares associated with theacquisition rights waived by reappointed eligible Directors as remunerations, and that when Directors who retire at
this Annual General Meeting of Shareholders waive their right to unexercised share acquisition held as stock-based
remuneration stock options, the Company acquire these without contribution in exchange for granting shares that areequivalent to the number of shares associated with the acquisition rights waived by relevant Directors as
remunerations (hereinafter collectively referred to as the “transitional measures”).
These transitional measures convert share acquisition rights as stock-based remuneration stock options granted toreappointed eligible Directors etc. in past years into restricted shares, etc., and do not provide new additional
remuneration. However, when granting the restricted shares, etc., monetary remuneration claims will be granted toeligible appointed Directors etc. as property contributed in kind. Moreover, any unexercised share acquisition rights
held by reappointed eligible Directors, etc. will be waived. Following this waiver, such rights will not be exercised
again.
The remuneration limit for these transitional measures is different from the above remuneration limit, and the total
amount of monetary remuneration paid to reappointed eligible Directors etc. for granting restricted shares, etc. shallbe no higher than 23 million yen per year, and the total number of common shares of the Company to be issued or
disposed of under these transitional measures shall be no more than 10,000 shares per year, and will be limited to the125th fiscal year (April 1, 2024 to March 31, 2025).
Currently, there are nine Directors (including four Outside Directors), and if Proposal No. 2 is approved as drafted,
the number of Directors will be nine (including four Outside Directors).
Based on a resolution by the Company Board of Directors, eligible Directors shall pay all claims for monetary
remuneration arising from this proposal as property contributed in kind, and shall accept the issuing or disposal of
the common stock of the Company, and the amount to be paid per share shall be determined by the Board of Directors
according to the closing price of the common stock of the Company on the Tokyo Stock Exchange on the business
day preceding the date of the resolution by the Board of Directors (if trading is not completed on the said day, theclosing price of the most recent trading day prior to it) to the extent that there is no special advantage to eligible
Directors.
- 13 -

Regarding the issuing or disposing of common shares of the Company pursuant to this, the Company and eligible
Directors (limited to Company Directors and other eligible Directors in positions determined by the Company Boardof Directors as of the date of the resolution by the Company Board of Directors) shall enter into a restricted shareallotment agreement (hereinafter referred to as the “Allotment Agreement”), the contents of which are summarized
below.
(1) Eligible Directors must not transfer, use as security, or otherwise dispose of common shares of the Company(hereinafter referred to as “transfer restrictions”) allotted under this Allotment Agreement (hereinafter referred
to as the “allotted shares”), from the date that restricted shares are issued until the date on which an eligible
Director loses their position as a Company Director or other position determined by the Company Board of
Directors (hereinafter referred to as the “transfer restriction period”).
(2) If an eligible Director loses the positions mentioned in the above (1) prior to the expiration of a period
determined separately by the Company Board of Directors (hereinafter referred to as “service provision period”),
the Company will naturally acquire the allotted shares without contribution except for cases where there is ajustifiable reason approved of by the Board of Directors.
(3) The Company shall lift transfer restrictions for all allotted shares with the condition that the eligible Director
continues to be a Company Director or in another position determined by the Company Board of Directors
during the service provision period as of the time that the transfer restriction period expires. However, if aneligible Director loses the positions determined in the above (1) prior to the expiration of the service provisionperiod due to a reason approved as justifiable by the Company Board of Directors according to the provision in
the above (2), the number of allotted shares for which the transfer restrictions were lifted and the time for lifting
the transfer restrictions shall be adjusted reasonably according to the need.
(4) The Company shall naturally acquire without contribution the allotted shares for which the transfer restrictions
have not been lifted based on the provision in the above (3) at the time the transfer restriction period expires.
(5) If, during the transfer restriction period, a merger agreement where the Company is the absorbed company, astock exchange agreement where the Company becomes a wholly owned subsidiary, a stock transfer plan, orsome other matter related to organizational reorganization, etc. is approved at an Annual General Meeting of
Shareholders of the Company (however, in cases where the reorganization, etc. does not require approval at an
Annual General Meeting of Shareholders, the Company Board of Directors) based on a resolution of theCompany Board of Directors, the transfer restrictions shall be lifted for a number of allotted shares determined
to be reasonable prior to the effective date of the said organizational restructuring, etc.
(6) In the case mentioned in the above (5), the Company shall naturally acquire without contribution the allottedshares for which the transfer restrictions have been lifted at the moment just after the transfer restrictions arelifted based on the provision in the above (5).
(7) The Allotment Agreement shall contain a manifestation of intent, the notification method for the Allotment
Agreement, the amendment method for the Allotment Agreement, and other matters to be determined by the
Board of Directors.
Moreover, the Company adopted the policy for deciding the contents of remuneration, etc. for Directors by resolutionof the Board of Directors meeting held on January 28, 2021, but this policy was revised by resolution of the Boardof Directors meeting held on May 10, 2024. The summary of the contents is provided in the Business Report (pleaserefer to page 16) (in Japanese only). As stated above, the amount paid for allotted shares shall be to the extent that
there is no special advantage, and given the minimal dilution, the Company has determined that the granting of theallotted shares is appropriate.
(Reference)
The Company also plans to implement a similar system to the above for Executive Officers of the Company with thecondition that this proposal is approved.
- 14 -