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: 3708)
June 2, 2022
To Our Shareholders
Yuji Matsuda, President and Chief Executive Officer
Tokushu Tokai Paper Co., Ltd.
4379 Mukaijima-cho, Shimada-shi, Shizuoka, JAPAN

Notice of the 15th Annual General Meeting of Shareholders
It is a pleasure to inform you that the 15th Annual General Meeting of Shareholders of Tokushu Tokai Paper Co.,
Ltd. (the “Company”) will be held as indicated below.
You may exercise your voting rights in writing (postal mail) or via the internet in lieu of attending the meeting inperson. Please review the attached Reference Documents for the General Meeting of Shareholders, and exercise
your voting rights by 5:40 p.m. on Thursday, June 23, 2022 (JST).
1. Date and Time: Friday, June 24, 2022, at 10:00 a.m. (JST) (Reception will open at 9:15 a.m.)
2. Venue:
Concert Hall Shizuoka AOI, 7th Floor Auditorium
1-9, Kurogane-cho, Aoi-ku, Shizuoka-shi, Shizuoka Prefecture
Please be aware that there will be no gifts for shareholders who attend the General Meeting of
Shareholders in person.
In addition, shareholders who attend the meeting in person may be requested to cooperate inpreventive measures against the spread of the novel coronavirus infection.
Thank you for your understanding.
3. Meeting Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 15th fiscal year (April 1, 2021 to March
31, 2022) and Audit Results of Consolidated Financial Statements by Financial Auditor and the Audit &Supervisory Board
2. Non-consolidated Financial Statements for the 15th fiscal year (April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Amendment to the Articles of Incorporation
Proposal No. 3
Election of Nine Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
Proposal No. 5
Election of Two Substitute Audit & Supervisory Board Members-

When you attend the meeting in person, please submit the Voting Form enclosed herewith to the reception desk at thevenue.
- The following matters are posted on the Company’s website on the internet (https://www.tt-paper.co.jp/) and therefore
not included in this notice, following the provisions of laws and regulations and Article 16 of the Company’s Articles
of Incorporation.
(i) Systems for ensuring the properness of business activities and outline of the operation of the systems(ii) Consolidated Statement of Changes in Equity(iii) Notes to Consolidated Financial Statements(iv) Statement of Changes in Equity(v) Notes to Non-consolidated Financial Statements
Please note that the documents that have been audited by the Audit & Supervisory Board Members and the Financial
Auditor in the course of preparing the Audit Report or Accounting Audit Report are each document posted on the
Company’s website as well as each document attached to this notice.
- Any corrections made to the Reference Documents for the General Meeting of Shareholders, the Business Report, theNon-consolidated Financial Statements, and the Consolidated Financial Statements shall be posted on the Company’s
website on the internet (https://www.tt-paper.co.jp/).

-1-

- Measures against the novel coronavirus infection- We recommend that shareholders exercise their voting rights in advance in writing (postal mail) or via the internet asmuch as possible, and that those who are not in good health and those who are anxious about attending the General
Meeting of Shareholders do not attend.
- We ask shareholders to confirm the infection status and their physical condition as of the date of the General Meetingof Shareholders before visiting the venue, and cooperate in preventive measures against infection such as wearing amask and using alcohol disinfectant. Please note that shareholders who are suspected of being in poor health may berefused entry to the venue.
- From the viewpoint of preventing the spread of infection, we may reduce the time of this meeting, for example, byomitting the detailed explanation of matters to be reported and proposals at this meeting.
- If there is a major change in the operation of the General Meeting of Shareholders due to future circumstances, wewill post it on the Company’s website (https://www.tt-paper.co.jp/).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1

Appropriation of Surplus

Year-end dividends
The Group regards the return of profit to its shareholders as an important management theme and maintains a basic
policy of paying stable dividends aiming for a dividend payout ratio of 30% while giving comprehensive
consideration to factors, including strengthening the financial base for the future business environment and returning
profit by way of purchasing its own shares.
The Company has given consideration to matters including the business performance of the fiscal year and futurebusiness development, and it proposes to pay fiscal year-end dividends as follows. Accordingly, the annual dividend
including the interim dividend will be ¥120 per share.
(1)
(2)
(3)

Type of dividend property
Cash
Allotment of dividend property to shareholders and the aggregate amount¥70 per common share of the Company, Total payment: ¥858,499,320
Effective date of dividends of surplus
June 27, 2022

-3-

Proposal No. 2
1.

2.

Amendment to the Articles of Incorporation

Reasons for the proposal
Following the enforcement of the revised stipulations stipulated in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) on September 1, 2022, thesystem for electronic provision of informational materials for general meetings of shareholders will be
introduced. Accordingly, the Company proposes the following amendments to the Articles of Incorporation.
(1) In accordance with the revised Companies Act which obligates companies to set forth electronic provision
measures for information that constitutes the content of reference documents for the general meeting ofshareholders, etc., Article 16, Paragraph 1 (Measures for Electronic Provision, Etc.) shall be newly
established.
(2) Article 16, Paragraph 2 (Measures for Electronic Provision, Etc.) of the proposed amendments establishes
stipulations to limit the scope of the items to be recorded in the paper-based documents that are provided
to shareholders who request provision of documents, among items for which measures are taken forproviding information that constitutes the content of reference documents for the general meeting ofshareholders, etc. in electronic format, to the extent required by the Ministry of Justice Order.
(3) Following the introduction of the system for electronic provision of informational materials for general
meetings of shareholders, the provisions of Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for General Meetings of Shareholders) of the current Articles of Incorporation will
no longer be necessary, and these shall be deleted.
(4) Supplementary provisions shall be established concerning the validity of the new establishments anddeletions above. These supplementary provisions shall be deleted after the predetermined period has
elapsed.
Details of amendments
The details of the proposed amendments to the Articles of Incorporation are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation

Proposed Amendments

Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for General Meetings ofShareholders)
The Company may, when convening a general meeting ofshareholders, deem that it has provided information toshareholders pertaining to items to be described or indicated in
the Reference Documents for the General Meeting of
Shareholders, Business Report, Non-consolidated Financial
Statements, and Consolidated Financial Statements, bydisclosing such information through the internet in accordancewith the provisions provided in the Ministry of Justice Order.
<Newly established><Deleted>

Article 16 (Measures for Electronic Provision, Etc.)
1. The Company shall, when convening a general meeting ofshareholders, provide information that constitutes thecontent of reference documents for the general meeting ofshareholders, etc., electronically
2. Among the items to be provided electronically, theCompany may choose not to include all or part of the items
stipulated in the Ministry of Justice Order in the paper-based
documents to be sent to shareholders who have requested itby the record date for voting rights.

<Newly established>(Supplementary Provisions)
Article 1<Newly established>(Transitional Measures Concerning Electronic
Provision of Informational Materials for General
Meetings of Shareholders)

1. The deletion of Article 16 (Internet Disclosure and Deemed
Provision of Reference Documents for General Meetings ofShareholders) in the pre-amended Articles of Incorporationand the establishment of Article 16 (Measures for Electronic
Provision, Etc.) in the amended Articles of Incorporation
shall take effect from September 1, 2022.

-4-

Current Articles of Incorporation

Proposed Amendments
2. Notwithstanding the provision of the preceding paragraph,
Article 16 (Internet Disclosure and Deemed Provision ofReference Documents for General Meetings ofShareholders) of the pre-amended Articles of Incorporation
shall remain valid for general meetings of shareholders held
on a date within six months from September 1, 2022.
3. This Article shall be deleted on the date after six months
have elapsed since September 1, 2022 or the date after threemonths have elapsed since the date of the general meeting ofshareholders in the preceding paragraph, whichever is later.

-5-

Proposal No. 3

Election of Nine Directors

At the conclusion of this General Meeting of Shareholders, the terms of office of all nine Directors will expire.
Therefore, the Company proposes the election of nine Directors.
The candidates for Director are as follows.
Mr. Takashi Nagasaka, currently serving as an outside Audit & Supervisory Board Member, will resign from his
position as an Audit & Supervisory Board Member of the Company at the conclusion of this meeting.
Candidate
No.
1

Name

Position and responsibility
in the Company

Attributes

Attendance at Boardof Directors Meetings

Yuji Matsuda

President and Chief Executive Officer

Re-election

12/12

2

Katsuhiro Watanabe

Director, Executive Officer, General
Manager of the Households Products
Business Headquarter, and in charge of
Package DivisionRe-election

12/12

3

Toyohisa Mouri

Director, Executive Officer, and General
Manager of the Fiblic Project DivisionRe-election

12/12

4

Hiroyuki Onuma

Director, Executive Officer, and General
Manager of the Specialty Materials
Business Headquarter

Re-election

12/12

5

Michiaki Sano

Director, Executive Officer, and General
Manager of the Corporate Planning
Division

Re-election

12/12

12/12

6

Kyoko Kanazawa

Outside Director

Re-election
OutsideIndependent
Female7

Akira Isogai

Outside Director

Re-election
OutsideIndependent

12/12

8

Takashi Nagasaka

Outside Audit & Supervisory Board
MemberNew election
OutsideIndependent

12/12

9

Yuzo Ishikawa

New election
OutsideIndependent–-6-

CandidateNo.

1

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Mar. 1985
Joined Tokushu Paper Mfg. Co., Ltd.
Mar. 2006
Trustee, Deputy General Manager of the Sales
Division, and Manager of the Sales Planning
Department
President and CEO of Tokushu Paper Trading
Co., Ltd. (currently TT TRADING CO., LTD.)
Jun. 2009
Executive Officer of the Company
Yuji Matsuda
Executive Officer and General Manager of the(June 10, 1962)
Sales Development Division of Tokushu Paper
Mfg. Co., Ltd.
Re-election
Jun. 2011
Director, Deputy Head of the Specialty
3,946 shares
Materials Business Group, and General
Number of years in office: 11
Manager of the Sales Development Division ofyears
the Company
Jun. 2012
Director, Deputy Head of the Comprehensive
Attendance at Board ofDevelopment Center, General Manager of the
Directors Meetings 12/12
Research and Development Division, andGeneral Manager of the Overseas Business
Promotion Department
Jun. 2014
Director, Managing Executive Officer, andHead of Specialty Materials Business Group
Apr. 2016
President and Chief Executive Officer (current
position)[Reasons for nomination as candidate for Director]
Mr. Matsuda has a wealth of knowledge and experience in research and development and sales in the Specialty
Materials Business, and has successively held positions such as the head of related sectors, Head of a Business Group,and President of a Group company. Six years have passed since he took office as President and Chief Executive Officerof the Company, and he has been responsible for management in line with our corporate identity “Technology & Trust”
with an aim to be a company trusted by stakeholders. During his term of office, he has achieved record-highconsolidated ordinary income three times, and is expected to make a significant contribution to enhancing corporate
value. Accordingly, we propose his re-election as a Director.
Name(Date of birth)-7-

Candidate
No.

2

3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1983
Joined Canon Inc.
Apr. 1999
Joined Tokai Pulp & Paper Co., Ltd.
Jun. 2010
Executive Officer, Manager of Shimada Mill in
Industrial Materials Business Group, andGeneral Manager of Pulp & Power Departmentof the Company
Jul. 2013
Managing Director and General Manager of the
Corporate Planning Department of the
Katsuhiro Watanabe
President Office(October 6, 1960)
Jun. 2014
Director, Executive Officer, and Head of theComprehensive Development Center
Re-election
Apr. 2016
Director, Executive Officer, and CEO of
800 shares
Number of years in office: 8
Industrial Materials Company
years
Jul. 2017
Director, Executive Officer, and COO of
Household Products Company
Attendance at Board ofJun. 2018
Director, Executive Officer, and CEO of
Directors Meetings 12/12
Household Products Company
President of TRY-FU CO., LTD. (current
position)
Apr. 2020
Director, Executive Officer, and General
Manager of the Households Products Business
Headquarter of the Company (current position)
Jul. 2021
In charge of Package Division (current
position)[Reasons for nomination as candidate for Director]
Mr. Watanabe has a wealth of knowledge and experience in the fields of production technology and paper
manufacturing and processing. He has successively held executive positions in the Industrial Materials Business and theHouseholds Products Business Headquarter. He gained his extensive insight and experience in management as hecurrently serves as President of TRY-FU CO., LTD., a major subsidiary that handles paper towels and laminates. He is
expected to leverage his achievements and experience and demonstrate his leadership in making a significant
contribution to the enhancement of corporate value. Accordingly, we propose his re-election as a Director.
Mar. 1991
Joined Tokushu Paper Mfg. Co., Ltd.
Mar. 2006
Trustee and Manager of the Specialty
Functional Paper Department
Apr. 2007
Executive Officer, Manager of Mishima Mill in
Toyohisa Mouri
the Production Division(June 21, 1966)
Jun. 2010
Executive Officer, General Manager of the
Research and Development Division of theRe-election
Comprehensive Development Center, and Head
1,146 sharesof Basic Research Laboratories of the Company
Number of years in office: 8Jun. 2014
Director, Executive Officer, and General
yearsManager of the Fiblic Project Division
Jul. 2017
Director, Executive Officer, Deputy Manager ofAttendance at Board of
New Business Promotion Office, and General
Directors Meetings 12/12
Manager of the Fiblic Project Division
Apr. 2020
Director, Executive Officer, and General
Manager of the Fiblic Project Division (current
position)[Reasons for nomination as candidate for Director]
Mr. Mouri has a wealth of knowledge and experience in the field of research and development, as well as experienceand knowledge in management as he served as the head of the research sector and Mill Manager in the Specialty
Materials Business. His efforts in establishing new businesses associated with the development of new high-functional
sheets have led to the commercialization of FIBLIC, a separator for lithium-ion rechargeable batteries. He is therefore
expected to lead the development of FIBLIC into one of the Company’s main businesses in the future. Accordingly, we
propose his re-election as a Director.
Name(Date of birth)-8-

Candidate
No.

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Mar. 1987
Joined Tokushu Paper Mfg. Co., Ltd.
Jul. 2013
General Manager of the Sales Division ofSpecialty Materials Business Group of theCompany
Hiroyuki Onuma
Jun. 2014
Executive Officer and General Manager of the(February 23, 1965)
Sales Division of Specialty Materials BusinessGroupRe-election
Apr. 2016
Executive Officer and CEO of Specialty
673 shares
Materials Company
Number of years in office: 6Jun. 2016
Director, Executive Officer, and CEO ofyears
Specialty Materials Company
Apr.
2020
Director, Executive Officer, Deputy General
Attendance at Board ofManagerof the Specialty Materials BusinessDirectors Meetings 12/12
Headquarter, and Head of Core Business Center
Jul. 2021
Director, Executive Officer, and General
Manager of the Specialty Materials Business
Headquarter (current position)[Reasons for nomination as candidate for Director]
Mr. Onuma has a wealth of sales experience and knowledge in the Specialty Materials Business, as well as experienceand knowledge in management as he currently serves as a manager of the entire business including development andmanufacturing of the Specialty Materials Business. As he has promoted the reinforcement of core businesses andworked on measures that reinforce both production and sales, he is expected to make a significant contribution toenhancing corporate value. Accordingly, we propose his re-election as a Director.
Name(Date of birth)-9-

Candidate
No.

5

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1989
Joined Daishowa Paper Manufacturing Co.,Ltd.
Dec. 2004
Joined Tokushu Paper Mfg. Co., Ltd.
Jun. 2010
Executive Officer and Manager of Mishima
Mill in Specialty Materials Business Group of
the Company
Jun. 2014
Executive Officer and General Manager of the
Corporate Planning Division of the President
OfficeJun. 2015
Executive Officer, Deputy Head of Industrial
Materials Business Group, and Manager of
Shimada Mill
Michiaki Sano
Jun. 2016
Director, Executive Officer, COO of Industrial(January 31, 1966)
Materials Company, Manager of Shimada Mill,
General Manager of Minami Alps Business of
Re-election
the Corporate Planning & Administration
Office300 shares
Number of years in office: 6
Oct. 2016
Director, Executive Officer, General Manager
years
of Minami Alps Business of the Corporate
Planning & Administration OfficeAttendance at Board ofPresident of Shin Tokai Paper Co., Ltd.
Directors Meetings 12/12
Jul. 2017
Director, Executive Officer, CEO of Industrial
Materials Company, and General Manager of
Minami Alps Business of the President Officeof the Company
Jun. 2019
Director, Executive Officer, and CEO of
Industrial Materials Company
Apr. 2020
Director, Executive Officer, General Managerof the Industrial Materials Business
Headquarter, and in charge of Resource Reuse
DivisionJul. 2021
Director, Executive Officer, and General
Manager of the Corporate Planning Division(current position)[Reasons for nomination as candidate for Director]
Mr. Sano has extensive knowledge and experience in the fields of production technology and paper manufacturing andprocessing, and has contributed greatly to improving production and quality, including serving as a Mill Manager of theSpecialty Materials Business and Industrial Materials Business and as President of Shin Tokai Paper Co. Ltd., whichhandles containerboard and kraft paper. He is therefore expected to leverage his knowledge, experience, andmanagement skills to make a significant contribution to enhancing corporate value. Accordingly, we propose his reelection as a Director.
Name(Date of birth)- 10 -

Candidate
No.

6

7

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1989
Joined Fuji Research Institute Ltd.
Kyoko Kanazawa
Apr. 2000
Registered as an attorney at law(October 11, 1965)
Joined Kazama & Hata Law Offices (currently
Hata & Co. Law Offices)Re-election(current position)
OutsideJun. 2017
Outside Director of Asahi Holdings, Inc. (Audit
Independentand Supervisory Committee Member) (current
200 shares
Femaleposition)
Jun. 2018
Outside Director of the Company
Number of years in office: 4(current position)
years[Significant concurrent positions outside the Company]
Attorney at law
Attendance at Board of
Outside Director of Asahi Holdings, Inc. (Audit and Supervisory
Directors Meetings 12/12
Committee Member)[Reasons for nomination as candidate for outside Director and overview of expected roles]
Ms. Kanazawa has advanced knowledge and insight as an attorney at law, as well as experience through her
involvement in corporate management as an outside officer. Based on her specialized knowledge and experience, she
has given advice and recommendations as an independent outside Director. She is expected to monitor theappropriateness and adequacy of important decision-making by the Board of Directors from an independent standpoint,
and proactively provide opinions and recommendations to promote the enhancement of governance. Accordingly, we
propose her re-election as an outside Director.
Sept. 1985
Doctoral Research Fellow of the Chemistry
Akira Isogai
Department of The Institute of Paper Chemistry(October 19, 1954)
Sept. 1986
Hired at the Faculty of Agriculture of theRe-election
University of Tokyo
OutsideMay 2003
Professor at Graduate School of Agricultural
Independentand Life Sciences–
Apr. 2020
Special Professor (current position)
Number of years in office: 2Jun. 2020
Outside Director of the Company (current
years
position)[Significant concurrent positions outside the Company]
Attendance at Board ofSpecial Professor at the University of Tokyo
Directors Meetings 12/12[Reasons for nomination as candidate for outside Director and overview of expected roles]
Mr. Isogai has been involved in research and development related to cellulose and paper at universities, and has a highlevel of expertise. In recent years, he has established a manufacturing method for cellulose nanofibers (CNF), and hisachievements have attracted attention from all over the world and he has won many prestigious awards. Although he
has not been involved in corporate management in the past, he provides advice and recommendations based on his
knowledge, and has appropriately carried out duties as an outside Director.
He is therefore expected to continue to proactively provide opinions and recommendations from an independent
standpoint to promote the enhancement of the governance system. Accordingly, we propose his re-election as an outside
Director.
Name(Date of birth)- 11 -

Candidate
No.

8

9

Notes:

1
2
3

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompany (Significant concurrent positions outside theownedCompany)
Apr. 1979
Joined Chuo Audit Corporation
Jun. 1981
Registered as a certified public accountant
Jul. 1998
Senior Partner of Chuo Audit Corporation
May 2005
General Manager, Audit Department of Chuo
Aoyama Audit Corporation
Aug. 2007
Managing Director of Ernst & Young
ShinNihon (currently Ernst & Young
Takashi Nagasaka
ShinNihon LLC)
(January 13, 1957)
Aug. 2010
Senior Partner
Jun. 2019
Representative of Nagasaka Takashi Certified
New election
Public Accountant Office (current position)
OutsideOutside Director of Contec Co., Ltd. (current
Independent
position)–
Outside Audit & Supervisory Board Member of
Number of years in office: 3
the Company (current position)
years
Jan. 2020
Outside Director of PARK24 CO., LTD.
(current position)
Attendance at Board ofMay
2020
OutsideDirector of AEON Financial Service
Directors Meetings 12/12
Co., Ltd. (current position)[Significant concurrent positions outside the Company]
Representative of Nagasaka Takashi Certified Public
Accountant OfficeOutside Director of Contec Co., Ltd.
Outside Director of PARK24 CO., LTD.
Outside Director of AEON Financial Service Co., Ltd.
[Reasons for nomination as candidate for outside Director and overview of expected roles]
Mr. Nagasaka has advanced knowledge and insight as a certified public accountant as well as experience through his
involvement in corporate management as an outside officer. Until now, he has given advice and recommendations basedon his specialized knowledge and experience from his position as an outside Audit & Supervisory Board Member. We
propose his election as an outside Director in the expectation that he can monitor management and proactively provide
opinions and recommendations to promote the enhancement of governance from his position as an outside Director.
Sept. 1985
Joined DDI CORPORATION (currently KDDI
CORPORATION)
Jun. 2016
Executive Vice President, Representative
Yuzo Ishikawa
Director of KDDI CORPORATION(October 19, 1956)
Jun. 2019
Chairman of the Board, Representative Director–of JCOM Co., Ltd.
New election
OutsideJun. 2020
President, Representative Director
Independent
Apr. 2022
Special Advisor (current position)[Significant concurrent positions outside the Company]
Special Advisor of JCOM Co., Ltd.
[Reasons for nomination as candidate for outside Director and overview of expected roles]
Mr. Ishikawa has vast and extensive experience, knowledge, and insight in all aspects of corporate management as hehas successively held positions such as a representative director of KDDI CORPORATION and JCOM Co., Ltd. He is
therefore expected to not only supervise the decision-making of important matters and business execution in the
Company’s group management, but also make recommendations to the Board of Directors based on his wealth ofexperience. We have determined that he is capable of adequately fulfilling his roles to achieve sustainable growth for
the Company, and accordingly, propose his election as an outside Director.
There is no special interest between any of the candidates and the Company.
Ms. Kanazawa, Mr. Isogai, Mr. Nagasaka, and Mr. Ishikawa are candidates for outside Director.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith Ms. Kanazawa, Mr. Isogai, and Mr. Nagasaka to limit their liability for damages under Article 423, paragraph (1) of
the said Act. The maximum amount of liability for damages based on this agreement is ¥1 million or the amount stipulated
in Article 425, paragraph (1) of the Companies Act, whichever is higher. If the re-election of Ms. Kanazawa and Mr. Isogai
and the election of Mr. Nagasaka are approved at this General Meeting of Shareholders, the Company plans to renew theName(Date of birth)- 12 -

4

5

agreement with them. If the election of Mr. Ishikawa is approved, the Company also plans to enter into such agreementwith him under the same terms and conditions.
The Company has entered into a directors and officers liability insurance agreement with an insurance company. If the reelection and election of each candidate are approved, each candidate will be included in the insured of this agreement.
The Company plans to renew the insurance agreement at the next renewal under the same terms and conditions.
The Company has submitted notification to Tokyo Stock Exchange, Inc. that Ms. Kanazawa, Mr. Isogai, and Mr. Nagasaka
satisfy requirements for an independent officer as provided for by the exchange and the Company. If the re-election andelection of each candidate are approved, the Company plans for their designation as independent officers to continue. If
the election of Mr. Ishikawa is approved, the Company also plans to submit notification to the exchange concerning his
designation as an independent officer.

- 13 -

Significant experience and expertise of candidates for Directors
Corporate
management

GlobalYuji Matsuda●●

Katsuhiro Watanabe●

Toyohisa Mouri●

Hiroyuki Onuma●

Michiaki Sano

●

Name

Kyoko Kanazawa

Research and Sales and Manufacturing Finance anddevelopment marketing and technology accounting
●

●
●

●

●
●
●

●

Akira Isogai●●

Takashi Nagasaka
Yuzo Ishikawa

Legalaffairs●●●●

Note: The table above does not indicate all of the experiences and expertise possessed by each candidate.

- 14 -

Proposal No. 4

Election of One Audit & Supervisory Board Member

As Audit & Supervisory Board Member Takashi Nagasaka will resign at the conclusion of this meeting, the Company
proposes the election of one Audit & Supervisory Board Member.
Mr. Naoto Higaki will be elected as a substitute for Audit & Supervisory Board Member Takashi Nagasaka, and his
term of office shall be until the expiration of the retiring Audit & Supervisory Board Member in accordance with the
Articles of Incorporation of the Company.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 2002
Apr. 2008

Number of theCompany’s shares
owned

Attorney at law (current position)
Established Higaki General Law Office (current position)
Lecturer at Tsukuba Law School (part-time) (current–
position)
Naoto Higaki(December 11, 1968)[Significant concurrent positions outside the Company]
Attorney at law
New election[Reasons for nomination as candidate for outside Audit & Supervisory Board Member]
OutsideBased on the experience and knowledge he has cultivated as an attorney at law, Mr. Higaki is
Independent
expected to deliver stricter audits on legality in Directors’ execution of duties. Furthermore, wehave determined that he is capable of adequately contributing to the enhancement of theCompany’s compliance and monitoring function in terms of the legality in business execution.
Accordingly, we propose his election as an outside Audit & Supervisory Board Member.
Notes: 1 There is no special interest between the candidate and the Company.
2 Mr. Higaki is a candidate for outside Audit & Supervisory Board Member.
3 If the election of Mr. Higaki is approved, the Company plans to enter into an agreement with him, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, to limit his liability for damages under Article 423,
paragraph (1) of the said Act. The maximum amount of liability for damages based on this agreement is ¥1 million or theamount stipulated in Article 425, paragraph (1) of the Companies Act, whichever is higher.
4 The Company has entered into a directors and officers liability insurance agreement with an insurance company. If theelection of Mr. Higaki is approved, he will be included in the insured of this agreement. The Company plans to renew theinsurance agreement at the next renewal under the same terms and conditions.
5 Mr. Higaki satisfies requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. and theCompany. If the election of Mr. Higaki is approved, the Company plans to submit notification to the exchange concerning
his designation as an independent officer.

- 15 -

Proposal No. 5

Election of Two Substitute Audit & Supervisory Board Members

The Company requests approval for the election of two substitute Audit & Supervisory Board Members to be readyto fill a vacant position should the number of Audit & Supervisory Board Members fall below the number requiredby laws and regulations.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for substitute Audit & Supervisory Board Member are as follows: The Company proposes theelection of Mr. Hitoshi Suzuki as a substitute Audit & Supervisory Board Member for Mr. Minoru Kawai serving
as an Audit & Supervisory Board Member; and Mr. Hiroaki Himeno as a substitute Audit & Supervisory Board
Member for Mr. Naoto Higaki, provided that Proposal No. 4 is approved as proposed.
Candidate
No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Jun. 2015

1

2

Notes:

1
2
3

4

5

Number of theCompany’s shares
ownedJoined Tokai Pulp & Paper Co., Ltd.
Acting General Manager of the Accounting &Budgeting Department of the Finance & IR
Hitoshi Suzuki
600 shares
Office of the Company(June 20, 1962)
Jun. 2016
General Manager of the Accounting &Budgeting Department of the Finance & IR
Office (current position)[Reasons for nomination as candidate for substitute Audit & Supervisory Board Member]
Mr. Suzuki is responsible for the accounting and finance sector, has a wealth of knowledge and experience inaccounting and tax affairs, and is in a position where he always grasps the management status of each Group company
through operations. Accordingly, we have determined that he is capable of appropriately executing duties as an Audit &Supervisory Board Member, and propose his election as a substitute Audit & Supervisory Board Member.
Nov. 2000
Attorney at law (current position)
Apr. 2018
Professor, Faculty of Business Sciences at
Hiroaki Himeno
University of Tsukuba (current position)(August 4, 1964)–
Apr. 2019
Lecturer, Law School at Meiji University
Outside(current position)
Independent[Significant concurrent positions outside the Company]
Attorney at law[Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member]
Having judged that based on the experience and knowledge that Mr. Himeno has cultivated as an attorney at law, he iscapable of ensuring soundness of corporate management and adequately contributing to the enhancement of theCompany’s compliance and monitoring function in terms of the legality in business execution, we propose his election
as a substitute Audit & Supervisory Board Member. Although he has not been involved in company management in thepast, for the above reasons, we have determined that he is capable of appropriately performing his duties as an outside
Audit & Supervisory Board Member.
There is no special interest between each candidate and the Company.
Mr. Himeno is a candidate for substitute outside Audit & Supervisory Board Member.
If the election of Mr. Suzuki and Mr. Himeno is approved, the Company plans to enter into an agreement with them,pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, to limit their liabilities for damages under
Article 423, paragraph (1) of the said Act. The maximum amount of liability for damages based on this agreement is ¥1
million or the amount stipulated in Article 425, paragraph (1) of the Companies Act, whichever is higher.
The Company has entered into a directors and officers liability insurance agreement with an insurance company. If eachcandidate became Audit & Supervisory Board Members, they will be included in the insured of this agreement. The
Company plans to renew the insurance agreement at the next renewal under the same terms and conditions.
Mr. Himeno satisfies requirements for an independent officer as provided for by Tokyo Stock Exchange, Inc. and theCompany. If he became an Audit & Supervisory Board Member, the Company plans to submit notification to the exchange
concerning his designation as an independent officer.

- 16 -

Independence Standards for Independent Outside Officers
In the independence standards for the Company’s independent outside officers, it is set out that they shall not fallunder the following criteria.
1. Persons who currently execute business at the Company and its subsidiaries (hereinafter the “Group”) or havedone so in the last ten years
2. Persons who belong to or execute business at a company, etc. (in case of a subsidiary, it is limited to an importantone) that is a major shareholder of the Company
3. Persons who belong to or execute business at a company, etc. that is a main business partner of the Group
4. Persons who belong to or execute business at a company, etc. whose main business partner is the Group5. Consultants, attorneys at law, certified public accountants, or certified public tax accountants who receive a large
amount of money or other property other than executive remuneration from the Group
6. Persons who receive a large amount of donations from the Group or who are executives belonging to anorganization that receives a large amount of donations from the Group
7. Spouses or relatives within the second degree of kinship of persons who execute business at the Group
8. Notwithstanding any of the preceding paragraphs, persons who cause a conflict of interest with the Company

Notes: 12345“Persons who execute business” shall mean Executive Director, Executive Officer, General Manager or above,or any other person equivalent thereto.
“A major shareholder” shall mean a person or an entity that directly or indirectly holds 10% or more of theCompany’s total voting rights.
“A main business partner” shall mean a business partner with which payments of 2% or more of consolidated
net sales were made to or from the Group over the past three years.
“A large amount of money or other property” shall mean that the total value of money and property is ¥10
million or more per year on average over the past three years, and in the case of an organization, it exceeds
2% of consolidated net sales.
“A large amount of donations” shall mean donations worth more than ¥10 million per year on average overthe past three years.

- 17 -