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. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities Code: 6317
June 4, 2024
(Date of commencement of measures for electronic provision: May 30, 2024)
To Shareholders with Voting Rights:
Yuji Kitagawa
Representative Director & Chairman
and President and Executive Officer
Kitagawa Corporation
77-1, Motomachi, Fuchu-shi, Hiroshima,
Japan

Notice of the 114th Annual General Meeting of Shareholders
We cordially announce that the 114th Annual General Meeting of Shareholders of Kitagawa Corporation (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, measures for electronic provision have been taken for
information contained in the reference documents for the general meeting of shareholders, etc. (matters to beprovided electronically) and the matters to be provided electronically are posted as “Notice of the 114th Annual
General Meeting of Shareholders” on the Company’s website on the internet. Please access the Company’s
website indicated below and review the notice.
The Company’s website: https://www.kiw.co.jp/ir/meeting.html
In addition to the above, the information is also available on the Tokyo Stock Exchange (TSE) website on theinternet.
TSE website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the website above, enter the Company’s name “Kitagawa Corporation” in the “Issue name(company name)” field or the Company’s securities code “6317” in the “Code” field and click “Search,” select“Basic information,” then “Documents for public inspection/PR information,” click the “Click here for access”
button below “Notice of General Shareholders Meeting/Informational Materials for a General Shareholders
Meeting,” and select “Notice of the 114th Annual General Meeting of Shareholders.”
If you are not attending the meeting in person, you may otherwise exercise your voting rights in writing or
via the internet. Please review the Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights in accordance with the Guidance for Exercise of Voting Rights (pages 3 and 4 in Japaneseversion) no later than 4:50 p.m. on Thursday, June 20, 2024, Japan time.
1. Date and Time:

Friday, June 21, 2024 at 10:00 a.m. Japan time

2. Place:445-1, Motomachi, Fuchu-shi, Hiroshima, Japan
Hall of Fuchu Chamber of Commerce and Industry

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements and Accounting Auditors’
and Audit and Supervisory Committee’s Reports on Consolidated Financial
Statements for the 114th term (from April 1, 2023 until March 31, 2024)
2. Non-consolidated Financial Statements for the 114th term (from April 1, 2023
-1-

until March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Proposal 3:
Election of Three (3) Directors who are Audit and Supervisory Committee
Members- When you attend the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk. Also,
please bring this Notice with you as a reference for the meeting.
- For this year’s General Meeting of Shareholders, documents including matters to be provided electronically will be sent
to all shareholders with voting rights, regardless whether they requested the paper copy. In accordance with theapplicable laws and regulations and the provisions of Article 16 of the Company’s Articles of Incorporation, such
documents do not include the following matters. The Accounting Auditor and the Audit and Supervisory Committee
have audited the documents subject to audit including the following:(i) “Systems for Ensuring the Appropriateness of Operations and Status of Implementation of Those Systems” of theBusiness Report(ii) Notes to the Consolidated Financial Statements(iii) Notes to the Non-consolidated Financial Statements- If any changes are made to the matters to be provided electronically, matters before correction and matters after
correction will be posted on the Company’s website and the Tokyo Stock Exchange’s website on the internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal and Reference Matters:
Proposal 1: Appropriation of Surplus
The Company regards returning profits to shareholders as one of its business priorities, with a basic policyof continuing to pay stable dividends with a target consolidated dividend payout ratio of 30% while increasing
retained earnings for future business expansion and enriched financial strength.
As a result of the examination based on this policy, after comprehensively considering the financial results
for the fiscal year under review and the severe business environment, the Company proposes a year-end dividendof 40 Japanese yen per share for the fiscal year under review as below.
Matters regarding year-end dividend(1) Type of dividend property
Cash(2) Matters regarding the assignment of the dividend property and the total amount
40 Japanese yen per common share of the Company
Total amount: 369,218,440 Japanese yen(3) Date on which appropriation of surplus takes effectJune 24, 2024
(Reference) Dividend history
111th term
(April 2020 toMarch 2021)

112th term
(April 2021 toMarch 2022)

113th term
(April 2022 toMarch 2023)

114th term
(April 2023 toMarch 2024)

Annual dividends
20 Japanese yen
50 Japanese yen
30 Japanese yen
40 Japanese yen
per share
Dividend payout
76.5%
29.1%
ratio (consolidated)
Note: Annual dividends per share for the 114th term (fiscal year under review) is the amount assuming that this
proposal is approved as originally proposed.

-3-

Proposal 2: Election of Five (5) Directors (excluding Directors who are Audit and Supervisory Committee
Members)
Among the five (5) Directors (excluding Directors who are Audit and Supervisory Committee Members)
elected at the 113th Annual General Meeting of Shareholders, Mr. Hiroo Monden resigned from the office of
Director on March 31, 2024 and the terms of office of all the four (4) incumbent Directors (excluding Directors
who are Audit and Supervisory Committee Members) will expire at the conclusion of this Annual General
Meeting of Shareholders. Accordingly, the election of five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members), including two (2) Outside Directors, is proposed.
The Audit and Supervisory Committee examined this proposal but did not express any opinion.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members) are
as follows:
No.

Current positions and responsibilities at theCompany

Attendance at
the Board of
Directors

Male

Representative Director & Chairman andPresident and Executive Officer,
General Manager of Development Division

14/14(100%)

Male

Representative Director & Vice Chairman andExecutive Officer,
General Manager of Business Management
Division

14/14(100%)

Name

1

Yuji
Kitagawa

2

Hiroshi
Kitagawa

Reappointment

3

Kimio
Okano

New appointment Male

Full-time Advisor

4

MisakoNishikawa

Reappointment
OutsideFemaleIndependent

Director

14/14(100%)

5

Yasuhiro
Sugiguchi

Reappointment
OutsideIndependent

Director

11/11(100%)

Reappointment

Male

-

Note: The attendance record of Mr. Yasuhiro Sugiguchi since his appointment as a Director on June 23, 2023 is stated.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Sep. 1983
Jun. 1991
Apr. 1995
Apr. 1997
Apr. 1999
Apr. 2001
Apr. 2016

1

Joined the Company
Director
Managing Director
Senior Managing Director
Representative Senior Managing Director
Yuji Kitagawa
Representative Director & President(April 1, 1957)
Representative Director & President, General Manager ofMachine Tool Accessories Division
Reappointment
Representative Director & Chairman and President
Apr. 2018
Male
Representative Director & Chairman and President, General
Apr. 2022
136,680
Manager of Development Division
Representative Director & Chairman and President andAttendance at Board Jun. 2022
Executive Officer, General Manager of Development Divisionof Directors meeting:(to present)
14/14 meetings(Significant concurrent positions)(100%)
Representative Director & Chairman of KITAGAWA REIKI CO., LTD.
Representative Director & Chairman of KITAGAWA MACHINERYCORPORATION
Representative Director & Chairman of Cable Joy CO., LTD.
Chairman of the Fuchu Chamber of Commerce and Industry[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Yuji Kitagawa has held important positions at the Company. He is currently Representative
Director & Chairman and President and Executive Officer, General Manager of Development Division and has led the Group
with his strong leadership, and has abundant experience at the Company, expertise in overall management in the
manufacturing industry, and knowledge about global business management and operation. The Company therefore
renominates him as a candidate for Director.
Apr. 1981
Jun. 1993
Apr. 1997
Apr. 2001
Apr. 20092

Number ofshares of theCompany held

Joined the Company
Director
Managing Director
Representative Senior Managing Director
Representative Director, Vice President & Executive Officer,
General Manager of Tokyo Sales Division
Representative Director & Vice President
Apr. 2010
Hiroshi Kitagawa Jun. 2012
Representative Director & Vice President(December 12, 1958)
Seconded as Representative Director & President of
KITAGAWA MEXICO, S.A. DE C.V.
Reappointment
Representative Director & Vice President, General Manager ofApr. 2015
Male
Synthetic Materials Division
20,459Seconded as Representative Director & President of
KITAGAWA MEXICO, S.A. DE C.V.
Attendance at Board
Representative Director & Vice President, General Manager ofof Directors meeting: Apr. 2017
Synthetic Materials Division
14/14 meetings
Representative Director & Vice Chairman, President ofApr. 2018(100%)
Kitagawa Material Technology Company
Apr. 2021
Representative Director & Vice Chairman, General Manager ofBusiness Management DivisionJun. 2022
Representative Director & Vice Chairman and Executive Officer,
General Manager of Business Management Division (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Since joining the Company, Mr. Hiroshi Kitagawa has held important positions as President of Kitagawa Material Technology
Company and President of the Mexican subsidiaries. He is currently serving as Representative Director & Vice Chairman andExecutive Officer, General Manager of Business Management Division and has abundant experience at the Company,
expertise in overall management in the manufacturing industry, and knowledge about global business management andoperation. The Company therefore renominates him as a candidate for Director.

-5-

No.

Name
(Date of birth)
Apr. 1986
Apr. 2012
Apr. 2017
Apr. 2019
Jun. 2021
Jun. 2022

Number ofshares of theCompany held

Joined The Hiroshima Bank, Ltd.
General Manager of Fuchu Branch
Executive Officer, General Manager of Fukuyama Sales Division
Managing Executive Officer
New appointment
Director and Managing Executive Officer
Male
Representative Director and Chairman of Shimanami Servicer
Co., Ltd.
Part-time advisor of the Company
Attendance at Board Apr. 2023
Full-time advisor (to present)of Directors meeting: May 2024
(Significant concurrent positions)
None[Reason for nomination as a candidate for Director]
Mr. Kimio Okano has abundant experience and knowledge gained at financial institutions. In his current position as an Advisorof the Company, he has provided advice and suggestions to the management team from an objective and neutral point of view.
The Company expects that he will strengthen the Company’s management structure with a view to achievement of theCompany’s long-term business plan Plus Decade 2031 and he is judged to be capable of greatly contributing to the Group’s
sustainable development and further enhancement of corporate value. The Company therefore nominates him as a new
candidate for Director. If he is elected as Director, he is scheduled to be appointed Representative Director & President andExecutive Officer at the Board of Directors meeting after this Annual General Meeting of Shareholders.
Kimio Okano(January 12, 1963)

3

Past experience, positions and responsibilities at the Company
and significant concurrent positions

-6-

No.

Name
(Date of birth)
Misako Nishikawa(October 11, 1967)
Reappointment
FemaleOutsideIndependent

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Jun. 1994
Joined Chugoku Productivity CenterFeb. 2016
General Manager (to present)
Jun. 2021
Director of the Company (to present)(Significant concurrent positions)
None

Attendance at Boardof Directors meeting:
14/14 meetings(100%)

4

Number ofshares of theCompany held

394

Term of office as
Outside Director:
3 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Ms. Misako Nishikawa has conducted thorough research on human resource development and organizational revitalization at
Chugoku Productivity Center and is currently engaged as an expert advisor of organizational revitalization in the humanresource development and quality management field. Based on her expertise mentioned above, the Company expects that she
will present advice and suggestions to the management team from an objective and neutral viewpoint and contribute to theenhancement of the Company’s management quality even though she does not have prior experience of direct involvement incorporate management. She is judged to be capable of contributing to strengthening the efficiency of the Board of Directors’decision-making and supervisory functions from a standpoint independent from the management team. The Company
therefore renominates her as a candidate for Outside Director.
[Matters regarding independence]
Since she satisfies the Company’s independence criteria, the Company believes that she has independence.
She executes business at Chugoku Productivity Center. Although the Company is a member of the Chugoku Management
Quality Council at the Center, where newly appointed managers of the Company attend management quality programs every
year, the transaction amount is less than 2% of the annual average net sales of the most recent three business years of theCenter. Therefore, the Company judges that the amount does not affect the Company’s independence criteria.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Apr. 1979

5

Number ofshares of theCompany held

Joined Itoman Co., Ltd. (currently NIPPON STEEL TRADINGCORPORATION)
Executive Officer, Sumikin Bussan Corporation (currently
Yasuhiro Sugiguchi Jun. 2008
NIPPON STEEL TRADING CORPORATION)(March 12, 1957)
Jun. 2011
Executive Officer, Sumikin Bussan Corporation (currently
Reappointment
NIPPON STEEL TRADING CORPORATION)
MalePresident and Representative Director, SUMIKIN BUSSAN
OutsideMATEX CO., LTD. (currently NIPPON STEEL TRADING
Independent
MATEX CO., LTD.)
Oct. 2013
Executive Officer, NIPPON STEEL TRADING
Attendance at Board
CORPORATION
of Directors meeting:President and Representative Director, NIPPON STEEL &188
11/11 meetings
SUMIKIN BUSSAN MATEX CO., LTD. (currently NIPPON(100%)STEEL TRADING MATEX CO., LTD.)
Apr. 2015
Managing Executive Officer, NIPPON STEEL TRADING
Term of office as
CORPORATION
Outside Director:
Jun. 2016
Director, Managing Executive Officer, NIPPON STEEL
1 year (at the
TRADING CORPORATION
conclusion of thisJun. 2021
Advisor, NIPPON STEEL TRADING CORPORATION
General Meeting of Aug. 2022
Part-time Advisor of the Company
Shareholders)Jun. 2023
Director (to present)(Significant concurrent positions)
None[Reason for nomination as a candidate for Outside Director and outline of expected roles]
Mr. Yasuhiro Sugiguchi has abundant experience and knowledge gained through corporate management and has provided
advice and suggestions to the management team from an objective and neutral point of view, and the Company expects that
he will contribute to the enhancement of the Company’s corporate value. He is judged to be capable of contributing tostrengthening the efficiency of the Board of Directors’ decision-making and supervisory functions from a standpoint
independent from the management team. The Company therefore renominates him as a candidate for Outside Director.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He served as Director of NIPPON STEEL TRADING CORPORATION, Representative Director of its subsidiary, and otherkey positions, and retired from his position as Advisor of NIPPON STEEL TRADING CORPORATION in June 2022.
Although the Company purchases steel products (materials) from said company, the transaction amount is less than 2% of theannual average net sales of the most recent three business years of said company. Therefore, the Company judges that theamount does not affect the Company’s independence criteria.
In addition, said company owns only 1.0% of the total outstanding shares of the Company and time has passed since hisretirement from said company. Therefore, the intention of said company does not affect the Company, as well as to his
independence.

Notes: 1. There are no special interests between each candidate and the Company.
2. The numbers of shares in the Company held by each candidate are as of March 31, 2024. They include shares indirectly
held through the Directors’ shareholding association (any fraction less than one share has been rounded down).
3. Ms. Misako Nishikawa and Mr. Yasuhiro Sugiguchi are candidates for Outside Directors.
The Company has registered Ms. Misako Nishikawa and Mr. Yasuhiro Sugiguchi as Independent Directors with the Tokyo
Stock Exchange in accordance with the rules of said Exchange. If the reelection of these two candidates is approved, theCompany plans to continue to appoint them as Independent Directors.
4. Mr. Yasuhiro Sugiguchi has served as an officer who is not an executive (non-executive director) of KITAGAWAMEXICO, S.A. DE C.V., a subsidiary of the Company, and of KITAGAWA-NORTHTECH INC., one of the specified
associated service providers of the Company (excluding subsidiaries of the Company), in the past 10 years.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded agreements with Ms. Misako
Nishikawa and Mr. Yasuhiro Sugiguchi to limit their liability for damages under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to said agreements is the amount provided for in Article 425,
Paragraph 1 of the Companies Act. If the reelection of Ms. Misako Nishikawa and Mr. Yasuhiro Sugiguchi is approved,
the Company plans to continue said agreements with them.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages to be borne by the insured that may arise-8-

from the insured directors and officers assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability; provided, however, there are certain exemptions. For example,
any damage caused as a result of knowingly engaging in conduct that is in violation of laws and regulations shall not becovered. Candidates that are elected to assume the office of Director will be insured under said agreement.
The Company plans to renew said agreement under the same terms and conditions at the time of the next renewal.

-9-Proposal 3:

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

The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this Annual General Meeting of Shareholders. Accordingly, the election of three (3)Directors who are Audit and Supervisory Committee Members is proposed.
The nomination of the candidates for Directors who are Audit and Supervisory Committee Members has
been subject to deliberation by the Board of Directors of which Outside Directors constitute the majority. The
Audit and Supervisory Committee has given its consent for the submission of this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
No.

Name

Current positions at the Company

1

TakeshiNogamiReappointment
OutsideIndependent

Male

2

Junji
KaiharaReappointment
OutsideIndependent

Male

3

KosukeTaira

Reappointment
OutsideIndependent

Male

Attendance at
the Board of
Directors

Director (Standing Audit and Supervisory

14/14(100%)

Director (Audit and Supervisory Committee

Member)

13/14
(93%)

Director (Audit and Supervisory Committee
Member)

13/14
(93%)

Committee Member)- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Takeshi Nogami
Apr. 1987(December 23, 1964) Apr. 2015
Apr. 2017
Reappointment
Apr. 2018
Male
Apr. 2020
OutsideJun. 2020
Independent
Jun. 2022

Joined The Hiroshima Bank, Ltd.
General Manager in charge of Eastern Area Headquarters
General Manager of Banking Business Planning Division
General Manager of Retail Loan Division
Belonging to Personnel & General Affairs Division
Standing Corporate Auditor of the Company
Director (Standing Audit and Supervisory Committee Member)(to present)
Attendance at Board (Significant concurrent positions)of Directors meeting: None
14/14 meetings(100%)

1

Number ofshares of theCompany held

979

Term of office as
Outside Director:
2 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Takeshi Nogami has abundant experience cultivated at a financial institution and considerable knowledge of finance andaccounting and has provided advice and suggestions to the management team from an objective and neutral point of view, andthe Company expects that he will contribute to strengthening audit and supervisory functions over the Company’s
management. He is judged to be capable of contributing to strengthening the efficiency of the Board of Directors’ decisionmaking and audit and supervisory functions from a standpoint independent from the management team. The Company
therefore renominates him as a candidate for Outside Director who is an Audit and Supervisory Committee Member.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He was an executive of The Hiroshima Bank, Ltd. Although the said bank is the Company’s main bank, the transaction amount
does not affect his independence. In addition, the said bank owns only 4.6% of the total outstanding shares of the Company.
Therefore, the intention of the said bank does not affect the Company, as well as to his independence.

- 11 -

No.

Name(Date of birth)
Junji Kaihara(August 11, 1949)

Past experience, positions and responsibilities at the Company
and significant concurrent positions

Joined Kaihara Textile Mills Ltd. (currently Kaihara
Corporation)
Sep. 1991
Director & Vice President
Reappointment
Apr. 2003
Representative Director & President
Male
May 2014
Representative Director & Vice Chairman
OutsideJun. 2018
Corporate Auditor of the Company
Independent
Jun. 2022
Director (Audit and Supervisory Committee Member) (topresent)
Attendance at Board Jun. 2023
Representative Director & Chairman of Kaihara Corporation (toof Directors meeting:present)
13/14 meetings(Significant concurrent positions)(93%)
Representative Director & Chairman of Kaihara Corporation

2

Jul. 1974

Number ofshares of theCompany held

446

Term of office as
Outside Director:
2 years (at theconclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Junji Kaihara has abundant experience and knowledge cultivated in corporate management and has provided advice andsuggestions to the management team from an objective and neutral point of view, and the Company expects that he willcontribute to strengthening audit and supervisory functions over the Company’s management. He is judged to be capable ofcontributing to strengthening the efficiency of the Board of Directors’ decision-making and audit and supervisory functions
from a standpoint independent from the management team. The Company therefore renominates him as a candidate for Outside
Director who is an Audit and Supervisory Committee Member.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He is serving as Representative Director & Chairman of Kaihara Corporation. The Company does not have business
relationship with the said company.

- 12 -

No.

Name(Date of birth)
Kosuke Taira(June 6, 1954)

3

Past experience, positions and responsibilities at the Company
and significant concurrent positions
Mar. 1985

Number ofshares of theCompany held

Graduated from the Matsushita Institute of Government andManagement
Apr. 1986
Member of Hiroshima Prefectural Assembly
Reappointment
Jan. 1987
Director of KURODARUMA CO., LTD. (to present)
MaleJul. 1997
Audit Committee Member, Hiroshima Prefecture
OutsideMar. 2008
Board Chairman and President of Hiroshima Prefectural School
Independent
Lunch Association
Apr. 2013
Board Chairman of Hiroshima Prefectural School Lunch
Attendance at Board
Association (to present)of Directors meeting: Jun. 2019
Corporate Auditor of the Company
387
13/14 meetings
Jun. 2022
Director (Audit and Supervisory Committee Member) (to(93%)
present)
Jul. 2022
Representative Director of Japan School Lunch Promotion
Term of office as
Association (to present)
Outside Director:(Significant concurrent positions)
2 years (at theRepresentative Director of Japan School Lunch Promotion Association
conclusion of this
General Meeting of
Shareholders)[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member
and outline of expected roles]
Mr. Kosuke Taira has abundant operational experience and knowledge cultivated in corporate management and important
positions at various organizations and has provided advice and suggestions to the management team from an objective andneutral point of view, and the Company expects that he will contribute to strengthening audit and supervisory functions over
the Company’s management. He is judged to be capable of contributing to strengthening the efficiency of the Board of
Directors’ decision-making and audit and supervisory functions from a standpoint independent from the management team.
The Company therefore renominates him as a candidate for Outside Director who is an Audit and Supervisory Committee
Member.
[Matters regarding independence]
Since he satisfies the Company’s independence criteria, the Company believes that he has independence.
He is serving as Director of KURODARUMA CO., LTD., Board Chairman of Hiroshima Prefectural School Lunch
Association, and Representative Director of Japan School Lunch Promotion Association. The Company does not havebusiness relationship with the said company and associations.

Notes: 1. There are no special interests between each candidate and the Company.
2. The numbers of shares in the Company held by each candidate through the Directors’ shareholding association are as ofMarch 31, 2024 (any fraction less than one share has been rounded down).
3. Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira are candidates for Outside Directors.
The Company has designated Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira as Independent Directors andregistered them with the Tokyo Stock Exchange in accordance with the rules of said Exchange. If the reelection of thesethree candidates is approved, the Company plans to continue to appoint them as Independent Directors.
4. Mr. Takeshi Nogami concurrently serves as an auditor of the Company's subsidiaries, KITAGAWA REIKI CO., LTD,
KITAGAWA MACHINERY CORPORATION, AileLinX Inc., and Kitagawa Gress Tech Co.,Ltd.
5. Pursuant to Article 427, Paragraph 1 of the Companies Act, the Company has concluded agreements with Messrs. Takeshi
Nogami, Junji Kaihara, and Kosuke Taira to limit their liability for damages under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to said agreements is the amount provided for in Article 425,
Paragraph 1 of the Companies Act. If the reelection of Messrs. Takeshi Nogami, Junji Kaihara, and Kosuke Taira isapproved, the Company plans to continue said agreements with them.
6. The Company has concluded a directors and officers liability insurance agreement provided for in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages to be borne by the insured that may arise
from the insured directors and officers assuming liability in connection with the execution of their duties or throughreceiving claims pertaining to the pursuit of such liability; provided, however, there are certain exemptions. For example,
any damage caused as a result of knowingly engaging in conduct that is in violation of laws and regulations shall not becovered. Candidates that are elected to assume the office of Director will be insured under said agreement.
The Company plans to renew said agreement under the same terms and conditions at the time of the next renewal.

- 13 -

- 14 -

Reference: Skills Matrix of the Candidates for Director
The table below shows the composition of the Board of Directors and the main expertise and experience of the Directors should
Proposals 2 and 3 be approved and resolved by this Annual General Meeting of Shareholders as proposed.

Category

Directors(excluding
Directors who
are Audit andSupervisory
Committee
Members)

Corporate
Management

Sales/
MarketingGlobalExperience

Yuji
Kitagawa●●

Hiroshi
Kitagawa

●

●

Kimio
Okano

●

●

●

●

●

Name

MisakoNishikawa
Yasuhiro
Sugiguchi

Directors who
are Audit andSupervisory
Committee
Members●●

Finance &Accounting

Production/
Technology

●

●

●

●

●

●

TakeshiNogami
Junji
KaiharaLegal/
Compliance●●

Kosuke
Taira

●

●
●

●

●

* The table above is not an exhaustive indication of the knowledge, experience, and abilities of the candidates for Director.

- 15 -

●

●
●

●

●

HR
Development/& Diversity●●

(References)[Independence criteria for Outside Officers]

The Company deems Outside Officers lack independence if they fall under any of the items below.
1. An executive of the Company and the affiliates of the Company (hereinafter collectively referred to as “theGroup”) (Note 1)
2. A party who deems the Group as its major transaction partner, or its executive (Note 2)
3. A party who is the major transaction partner of the Group, or its executive (Note 3)
4. A major shareholder of the Company (a party that directly or indirectly owns 10% or more of total voting
rights), or its executive
5. A party that is directly or indirectly owned by the Group for 10% or more of its total voting rights, or its
executive
6. An employee of the auditing firm which is the Accounting Auditor of the Group
7. A consultant, accounting expert or legal expert who receives 10 million Japanese yen or more of cash orother property other than the officer remuneration from the Group for the past three business years
8. A spouse or close relative within the second degree of relationship, or a family member living together withthe significant person (Note 4) who falls under any of items 1 through 7
Note 1:
Note 2:
Note 3:Note 4:“Executive” refers to executives as provided in Article 2, Paragraph 3, Item 6 of the Regulation for
Enforcement of the Companies Act, which includes not only executive directors but also employees,
but excludes Corporate Auditors.
“A party who deems the Group as its major transaction partner” refers to a party who received
payment from the Group for the amount of 2% or more of annual average net sales of the most recent
three business years of such party.
“A party who is the major transaction partner of the Group” refers to a party who paid the Group forthe amount of 2% or more of annual average net sales of the most recent three business years of theGroup.
“Significant person” refers to director (excluding outside director), executive officer, managing
director of each company and transaction partner, certified public accountant belonging to an auditing
firm, and attorney belonging to a law firm.

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