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: 4112
June 2, 2021
To our shareholders:
Yuto Matsumoto
President
Hodogaya Chemical Co., Ltd.
2-4-1 Yaesu, Chuo-Ku, Tokyo

Notice of the 163rd Annual General Meeting of Shareholders
We are pleased to announce the 163rd Annual General Meeting of Shareholders of Hodogaya Chemical Co., Ltd.
(the “Company”), which will be held as indicated below.
Despite uncertainty regarding the end of the spread of the novel coronavirus disease (COVID-19), the Company has
decided to hold this meeting, taking appropriate measures beforehand to avoid infection.
We encourage shareholders to exercise your voting rights prior to the meeting in writing or by Smart Vote or theinternet. Regardless of your own state of health, you are urged to refrain from attending the meeting.
Please read the attached Reference Documents for the General Meeting of Shareholders and exercise your voting
rights by 5:45 p.m. on Wednesday, June 23, 2021 (JST).
1. Date and Time: Thursday, June 24, 2021 at 10:00 a.m. (Reception starts at 9:00 a.m.)
2. Venue:
Main hall, 2nd floor, The Industry Club of Japan
1-4-6 Marunouchi, Chiyoda-Ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 163rd fiscal year (from April 1, 2020
to March 31, 2021), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Committee
2. The Non-consolidated Financial Statements for the 163rd fiscal year (from April 1, 2020 to March 31, 2021)
Matters to be resolved:
Proposal No. 1
Amendments to the Articles of Incorporation
Proposal No. 2
Election of Three Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Four Directors Who Are Audit & Supervisory Committee Members
Proposal No. 4
Election of Two Substitute Directors Who Are Audit & Supervisory Committee Members- If you attend the meeting in person, please submit the enclosed voting form at the reception of the meeting. In addition, you arekindly requested to bring this notice to the meeting.

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Guide to the Exercise of Voting Rights
Attending the meeting in person
Please bring the enclosed voting form and submit it to the reception desk on the day of the meeting.
Date and Time: Thursday, June 24, 2021, at 10:00 a.m. (JST)
Venue: Main hall, 2nd floor, The Industry Club of Japan
Exercise of voting rights by mail (in writing)
Please indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form to
the Company. If you submit this without indicating your approval or disapproval for each proposal, it will beconsidered that you indicated your approval.
* Please use the enclosed “Voting form writing protection sticker.”
Deadline for Exercising Voting Rights: Received by 5:45 p.m. on Wednesday, June 23, 2021 (JST).
Exercise of voting rights by Smart Vote or the internet
Please access the website (https://soukai.mizuho-tb.co.jp/) via a smartphone or computer, and enter your vote of
approval or disapproval of each proposal by using the login ID and temporary password shown on the enclosed
voting form and following on-screen instructions. Please refer page 6. (Only available in Japanese version)
Deadline for Exercising Voting Rights: All data entry to be completed no later than 5:45 p.m. on Wednesday, June23, 2021 (JST).
* If you exercise your voting right in duplicate both by mail (in writing) and via the internet, etc., the Company will
only deem your exercise via the internet, etc. valid.
* If you exercise your voting rights via the internet, etc. more than once, the last exercise shall be deemed to be valid.

-2-Notice regarding measures to prevent the spread of the novel coronavirus disease (COVID-19)<Notice and request to our shareholders>● To prevent the spread of the novel coronavirus disease (COVID-19), considering the health and safety of ourshareholders as our highest priority, the Company recommends that you exercise your voting rights prior to themeeting in writing or by Smart Vote or the internet, and refrain from attending the meeting.
Please exercise your voting rights so that your vote is received by 5:45 p.m. on Wednesday, June 23, 2021 (JST)Please refer page 6 of the Notice of the Annual General Meeting of Shareholders. (Only available in Japanese version)● To reduce the risk of infection from contact, the Company will not hold a gathering for shareholders’ discussion
after this year’s meeting and will not provide gifts to attendants. Thank you for your understanding.
● Shareholders who plan to attend the meeting in person should pay close attention to their physical conditions up to
the date of the meeting. If you have any cold symptoms or are not feeling well, the Company strongly recommends
that you refrain from attending the meeting.
<Notice and request to our shareholders attending the meeting>● On the day of the meeting, shareholders attending the meeting will be requested to undergo body temperature
measurement tests at the entrance of the venue.
You may be requested to refrain from attending the meeting, if you have a fever or are in poor physical conditions.
● We kindly ask for your cooperation to wear a medical mask during the meeting and use alcohol disinfectant at thevenue.
● At the meeting, considering the safety of our shareholders as our highest priority, the Company has limited thenumber of attendees to observe social distancing. Therefore, please be aware that even shareholders who come to thevenue may not be allowed to enter once that limit is reached.
<Our measures>● Officers and staff members will wear a medical mask.
● Officers and staff members will participate the meeting, after undergoing body temperature measurement tests andconfirming their body conditions at the day of the meeting.
If any circumstances necessitating amendments to the operation of the meeting, notification of those amendments
are provided by posting them on the Company’s website. http://www.hodogaya.co.jp/english/-3-

Reference Documents for General Meeting of Shareholders
Proposal No. 1

Amendments to the Articles of Incorporation

1. Reason for the proposal
The Company will relocate its head office as part of efforts to improve management efficiency and implement
new workstyle reforms of the Group.
Accordingly, the Company wishes to change the location of the head office in Article 3 of the current Articles ofIncorporation.
Moreover, this amendment is to come into effect on the date of the relocation of the head office, to be determinedby a meeting of the Board of Directors to be held before the 164th Annual General Meeting of Shareholders
scheduled to be held in 2022, and a provision to that effect shall be established in the supplementary provision.
After the effective date of the relocation of the head office, this supplementary provision shall be deleted.
2. Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amended parts.)
Proposed Amendments

Current Articles of Incorporation(Head Office)
Article 3
The head office of the Company shall be established in Chuoku, Tokyo.
(Newly established)(Head Office)
Article 3
The head office of the Company shall be located in Minato-ku,
Tokyo.
Supplementary Provision(Effective date of amendment to Article 3 of the Articles ofIncorporation)
Article 1
The amendment to Article 3 of the Articles of Incorporation is
to come into effect on the date of the relocation of the head
office, to be determined by a meeting of the Board of Directors
to be held before the 164th Annual General Meeting of
Shareholders scheduled to be held in 2022. This article shall bedeleted after the effective date of the relocation of the head
office.

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Proposal No. 2

Election of Three Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all three Directors (excluding Directors who are Audit & Supervisory Committee Members)
will expire at the conclusion of this meeting.
Therefore, the Company proposes the election of three Directors (excluding Directors who are Audit & Supervisory
Committee Members).
Moreover, this proposal has been considered by the Audit & Supervisory Committee, but they have expressed no
opinion.
Candidates for Director (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

Name(Date of birth)
Yuto Matsumoto(November 19, 1960)
Reelection
Tenure as Director (At theconclusion of this meeting)
6 years

1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
June 2004
Apr. 2010
Apr. 2012
Apr. 2013

Apr. 2014
Attendance at the Board of
Directors Meetings during fiscal
June 20152020
Nov. 201616/16 times

Joined the Company
Director and President of HODOGAYACHEMICAL (U.S.A.), INC.
General Manager of Color & Imaging Materials
Division of the Company
General Manager of Imaging Materials
Division
General Manager of Business Promotion
Division
Executive Officer and General Manager ofBusiness Promotion Division
Director and Managing Executive Officer
Representative Director, President and CEO(current position)

Number of theCompany’s shares
owned

7,500 shares

Reasons for nomination as candidate for Director
After joining the Company in April 1983, he worked in the Research & Development Department, has engaged inoperations of sales department including overseas business, and became Representative Director and President of theCompany in November 2016. He has extensive experience and knowledge and has been appropriately fulfilling his
duties. Therefore, the Company judges that he is qualified as Director of the Company.
Apr. 1981
Joined the Company
Kaoru Kasahara(July 18, 1956)
Apr. 2009
General Manager of Research PlanningManagement Department
Reelection
Apr. 2010
Executive Officer and General Manager ofResearch & Development Department
Tenure as Director (At theApr. 2015
Executive Officer and Deputy Supervisingconclusion of this meeting)*
Manager of Research & Development
4,600 shares
1 year
Department

2

June 2015
Director and Managing Executive Officer
Attendance at the Board ofJan. 2018
Managing Executive Officer
Directors Meetings during fiscal Nov. 2019
Senior Managing Executive Officer
2020
June 2020
Director and Senior Managing Executive(For meetings after the Director
Officer
took office)(current position)
13/13 times
Reasons for nomination as candidate for Director
Since joining the Company in April 1981, he has engaged in operations of the research & development and production
departments. Currently, he has extensive experience and knowledge for supervising the Research & Development
Department and Production Department of the Group, and has been appropriately fulfilling his duties. Therefore, theCompany judges he is qualified as Director of the Company.
* The period from June 2015 to December 2017 in which he served as Director is not included.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
June 2002

Eiichi Sunada(June 24, 1951)
Reelection
Tenure as Director (At theconclusion of this meeting)
6 years
3

*
*
*

*

Apr. 2004
June 2005
July 2006
June 2008

Apr. 2011

Attendance at the Board ofJune 2014
Directors Meetings during fiscal
2020
June 2015
16/16 times
Jan. 2018

General Manager of Legal & Intellectual
Property Department of the Company
General Manager of Compliance Department
Executive Officer and General Manager ofCompliance Department
Executive Officer and General Manager ofBusiness Innovation Department
Executive Officer, General Manager of Internal
Control Department and General Manager of IT
Planning & Administration Department
Managing Executive Officer and General
Manager of Internal Control Department
Managing Executive Officer and General
Manager of Legal Department
Director and Managing Executive Officer
Director and Senior Managing Executive
Officer(current position)

Number of theCompany’s shares
owned

4,600 shares

Reasons for nomination as candidate for Director
Since joining the Company in June 2002, he has engaged in operations of Legal, Internal Control, Internal Auditors and
IT Departments of the Group. He has extensive experience and knowledge for supervising the Corporate Planning,
Legal, and Internal Auditors Departments, and has been appropriately fulfilling his duties. Therefore, the Company
judges he is qualified as Director of the Company.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated on page 36 and 37 of this notice. (Only available inJapanese version)
The Company has entered into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act
with each of the candidates.
Under the indemnification agreement, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
If each of the candidate is reelected, the Company plans to renew the aforementioned indemnification agreement with each of them.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured intheir capacity as an officer of the Company, and the premiums for the insured are fully borne by the Company.
If each candidate is reelected, the Company plans to include every such candidate as an insured in the aforementioned insurance
policy.
The Company plans to renew the aforementioned insurance policy on December 1, 2021, which will be during every such candidate’s
term of office.

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Proposal No. 3

Election of Four Directors Who Are Audit & Supervisory Committee Members

The terms of office of all four Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this meeting.
Therefore, the Company proposes the election of four Directors who are Audit & Supervisory Committee Members.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Satoshi Ebisui(September 25, 1949)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1973
June 1997
June 2000

Reelection
June 2002
Tenure as Director (At theconclusion of this meeting)
21 years1

June 2008
Attendance at the Board ofJune 2010
Directors Meetings during fiscal
2020
June 2015
16/16 times

Joined the Company
General Manager of Corporate Planning
Department
Director and Assistant Deputy General
Manager of Business Division
Managing Director, General Manager ofBusiness Division, General Manager of Resin
Materials Division and General Manager ofChemicals Division
Senior Managing Director
Director and Senior Managing Executive
Officer
Director (Full-time Audit & Supervisory
Committee Member)(current position)

Number of theCompany’s shares
owned

8,300 shares

Reasons for nomination as candidate for Director
Since joining the Company in April 1973, he has widely engaged in operations of Planning & Sales Department.
Currently, he has extensive experience and knowledge as Director who is an Audit & Supervisory Committee Member,and has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as Director who is an
Audit & Supervisory Committee Member.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1975

2

Number of theCompany’s shares
ownedJoined Ministry of International Trade andIndustry (currently Ministry of Economy, Tradeand Industry)
June 1995
Counsellor, Director-General’s Secretariat of
National Land Agency
May 1997
Attached to Minister’s Secretariat of Ministry
Shuji Katoof International Trade and Industry(January 10, 1953)
Dec. 1997
Senior Economist of International Economic
Policy Study Group
Reelection
May 1999
Commissioner
Candidate for outside Director
Special Visiting Researcher of Japan Industrial
Independent Officer
Location Center
Dec. 2001
Joined BICCAMERA INC.
1,600 shares
Tenure as outside Director (AtRepresentative Director and President of Future
the conclusion of this meeting)
Ecology Co., Ltd.
8 years
Nov. 2003
Director of BICCAMERA INC.
Feb.
2010
Director, CSRO and Manager of Internal
Attendance at the Board ofControl OfficeDirectors Meetings during fiscal
June
2013
OutsideAudit & Supervisory Board Member of
2020
KOBAYASHI
YOKO CO., LTD. (currently
16/16 times
outside Director (Audit and Supervisory
Committee Member))Outside Director of the Company
June 2015
Outside Director (Audit & Supervisory
Committee Member)(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles
He has cultivated a wide range of business experience at government agencies, and also has extensive knowledge andexperience as management. In June 2015, he assumed the office of Director who is an Audit & Supervisory Committee
Member. Since then, he has been appropriately fulfilling his duties. Therefore, the Company judges he is qualified as
Director who is an Audit & Supervisory Committee Member.
The Company expects he will utilize his experience in trade and industry administration, international business, andcorporate management, and fulfill his role of supervising Directors who have been charged with deciding the basic
management direction of the Company and executing operations.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.

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Candidate
No.

Name
(Date of birth)
Nobuhiro Yamamoto(February 22, 1956)

Apr. 1979
June 2007

Reelection
Candidate for outside Director
Independent Officer

June 2009

Tenure as outside Director (Atthe conclusion of this meeting)
6 years3.

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

Oct. 2010
June 2012
June 2015

Joined The Norinchukin Bank
General Manager of Procedures & Operations
Planning Division
Director and General Manager of Panning
Control Department of The Cooperative
Servicing Co., Ltd.
Director and General Manager of Business
Operations Department
Managing Director
Outside Director (Audit & Supervisory
Committee Member) of the Company(current position)

Number of theCompany’s shares
owned

1,000 shares

Attendance at the Board of
Directors Meetings during fiscal
2020
16/16 times
Reasons for nomination as candidate for outside Director and overview of expected roles
Since assuming office of Director who is an Audit & Supervisory Committee Member in June 2015, he has beenutilizing his wide range of experience and knowledge accumulated over many years for the business activities of theCompany. It is expected that he will continue to appropriately fulfill his duties. Therefore, the Company judges he isqualified as Director who is an Audit & Supervisory Committee Member.
The Company expects he will utilize his experience in risk management and his insight regarding finance andaccounting and fulfill his role of supervising Directors who have been charged with deciding the basic management
direction of the Company and executing operations.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.
He comes from a financial institution that is a major loan provider for the Company, but 12 years have passed since heretired from the said financial institution in May 2009. Therefore, the Company has determined that there are noconcerns over his independence.

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Candidate
No.

Name
(Date of birth)

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

*
*
*

*

*

*

Number of theCompany’s shares
ownedJoined Ministry of Agriculture, Forestry and
Fisheries (MAFF)
July 2009
Deputy Director-General for Management
Improvement
Bureau and Policy Evaluation
Masaki SakaiAug. 2011
Director-General, International Affairs(May 27, 1956)
Department, Minister’s Secretariat
Apr. 2013
Director-General, Statistics Department,
Reelection
Minister’s Secretariat
Candidate for outside Director
Apr. 2014
Ambassador Extraordinary and Plenipotentiary
Independent Officer
to the Federated States of Micronesia andRepublic of Marshall Islands
200 shares
Tenure as outside Director (Atthe conclusion of this meeting) Aug. 2016
Advisor for Sompo Japan Nipponkoa Insurance
2 yearsInc.
Dec. 2018
Retired from Sompo Japan Nipponkoa
Attendance at the Board of
Insurance Inc.
Directors Meetings during fiscal June 2019
Executive Director and Secretary General of2020
4.
Steady Supply of Fishery Products Promotion
16/16 times
Foundation
June 2019
Outside Director (Audit & Supervisory
Committee Member) of the Company(current position)
Reasons for nomination as candidate for outside Director and overview of expected roles
The Company expects he will utilize his extensive knowledge and experience, both that gained since his appointment asa Director who is an Audit & Supervisory Committee Member in June 2019, and that cultivated both in Japan andoverseas through his business activities over many years at government ministries, and that he will appropriately fulfill
his duties for the Company. Therefore, the Company judges he is qualified as Director who is an Audit & Supervisory
Committee Member.
The Company expects he will utilize his experience in agriculture, forestry and fishery administration and international
business, and fulfill his role of supervising Directors who have been charged with deciding the basic management
direction of the Company and executing operations.
Furthermore, the Company has submitted notification to Tokyo Stock Exchange that he has been appointed as anindependent officer as provided for by the aforementioned exchange. If he is elected as Director who is an Audit &Supervisory Committee Member, the Company plans for his appointment as an independent officer to continue.
There is no special interest between any of the candidates and the Company.
The responsibilities of each candidate at the end of the fiscal year are stated on page 36 of this notice. (Only available in Japaneseversion)Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has concluded an agreement with eachcandidate to limit liability for damages stipulated in Article 423, paragraph (1) of the Act.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws andregulations.
If the reelection of each candidate is approved, the Company plans to renew the aforementioned limited liability agreement with eachof them.
The Company has entered into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act
with each of the candidates.
Under the indemnification agreement, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
If each of the candidates is reelected, the Company plans to renew the aforementioned indemnification agreement with each of them.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured in
his/her capacity as an officer of the Company, and the premiums for the insured are fully borne by the Company.
If each candidate is reelected, the Company plans to include every such candidate as an insured in the aforementioned insurance
policy.
The Company plans to renew the aforementioned insurance policy on December 1, 2021, which will be during every such candidate’s
term of office.
Shuji Kato, Nobuhiro Yamamoto and Masaki Sakai are candidates for outside Director.

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Proposal No. 4

Election of Two Substitute Directors Who Are Audit & Supervisory Committee Members

The Company requests approval for the election of two substitute Directors who are Audit & Supervisory Committee
Members to be ready to fill a vacant position should the number of Directors who are Audit & Supervisory Committee
Members fall below the number required by the laws and regulations.
The Company proposes the election of Shinichi Matsuno as a substitute for Director who is an Audit & Supervisory
Committee Member (excluding outside Director) and the election of Yuji Yamashita as a substitute for outside
Director who is an Audit & Supervisory Committee Member.
In addition, the consent of the Audit & Supervisory Committee has been obtained for this proposal.
Candidates for substitute Director who is an Audit & Supervisory Committee Member are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
June 2002
Apr. 2009

1

Number of theCompany’s shares
ownedJoined the Company
General Manager of Purchasing Department
General Manager of Corporate Planning
Department
Apr. 2011
Executive Officer and General Manager ofCorporate Planning Department
Shinichi Matsuno
Apr. 2012
Executive Officer and General Manager of(March 8, 1959)
Koriyama Plant
6,183 shares
Apr. 2015
Executive Officer and Deputy Supervising
Candidate for Director
Manager of Production Department(Substitute)June 2015
Director and Managing Executive Officer
Jan. 2018
Executive Officer
Director and Chairman of Hodogaya
Construction Products Co., Ltd.
Apr. 2020
President of KATSURA SANGYO CO., LTD.
(current position)
Reasons for nomination as candidate for substitute Director
He joined the Company in April 1981 and has a wide range of business experience and knowledge at the Company andGroup companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.

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Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
June 2005
Apr. 2007

*
*

*

*

Number of theCompany’s shares
ownedJoined The Norinchukin Bank
Hiroshima Branch Manager
General Manager of Head Office Business
Service Division
Apr. 2008
Audit & Supervisory Board Member of
Yuji Yamashita
NOCHU INFORMATION SYSTEM CO.,(July 15, 1956)
LTD.
0 shares
June 2011
Managing Director, Management Committee of
Candidate for outside Director
Coop building(Substitute)June 2011
Part-time Audit & Supervisory Board Member
Independent Officerof Co-op Chemical Co., Ltd.
June 2015
Full-time Audit & Supervisory Board Memberof Rasa Industries, Ltd.
June
2019
Retiredfrom Rasa Industries, Ltd.
2
(current position)
Reasons for nomination as candidate for substitute outside Director and overview of expected roles
He has a wide range of business experience and knowledge accumulated over many years at financial institutions andoperating companies. It is expected that he can take advantage of these for the business activities of the Company andappropriately fulfill his duties. Therefore, the Company judges he is qualified as substitute Director who is an Audit &Supervisory Committee Member.
The Company expects he will utilize his business experience at a financial institution and his experience as an auditor invarious industries, and fulfill his role of supervising Directors who have been charged with deciding the basic
management direction of the Company and executing operations.
He comes from a financial institution that is a major loan provider for the Company, but 13 years have passed since heresigned from the said financial institution in March 2008. Therefore, the Company has determined that there are noconcerns over his independence.
Furthermore, if he is appointed as substitute Director who is an Audit & Supervisory Committee Member, the Company
intends to register him as independent officer specified by Tokyo Stock Exchange.
There is no special interest between any of the candidates and the Company.
If Shinichi Matsuno and Yuji Yamashita are elected as Directors who are Audit & Supervisory Committee Members, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, the Company plans to enter into limited liability agreement
respectively to limit their liability for damages under Article 423, paragraph (1) of the Companies Act.
The maximum amount of liability for damages under this agreement is the minimum liability amount provided for under laws andregulations.
If Shinichi Matsuno and Yuji Yamashita are elected as Directors who are Audit & Supervisory Committee Members, the Company
plans to enter into an indemnification agreement as provided for in Article 430-2, paragraph (1) of the Companies Act with each ofthem.
Under the indemnification agreement, the Company shall provide compensation for costs incurred under item (i) of the same
paragraph, and losses incurred under item (ii) of the same paragraph, to the extent permitted by laws and regulations.
The Company has entered into a directors and officers liability insurance policy (D&O insurance policy), under which all Directors
are insureds, as provided for in Article 430-3, paragraph (1) of the Companies Act with an insurance Company.
This insurance policy covers the damages payable and such costs as related litigation expenses incurred by the insured from claims
for damages against the insured during the insurance period arising from acts (including nonfeasance) carried out by the insured intheir capacity as an officer of the Company that the insured is liable for, and the premiums for the insured are fully borne by theCompany.
If Shinichi Matsuno and Yuji Yamashita are elected as Directors who are Audit & Supervisory Committee Members, the Company
plans to include them as insureds in the aforementioned insurance policy.

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