Summary Translation
This is a summary translation of the original notice in Japanese. The Japanese original notice is official and this summary
is for your reference and convenience only. Toshiba Tec does not guarantee the accuracy of this summary.

Securities Code (in Japan): 6588
June 6, 2024
Date of commencement of electronic provision measures: May 29, 2024

Hironobu NISHIKORI
Representative Director
President and Chief Executive Officer

TOSHIBA TEC CORPORATION
1-11-1, Osaki, Shinagawa-ku,
Tokyo, Japan

Convocation Notice of the Ordinary General Meeting of Shareholders
for the 99th Fiscal Year
Dear Shareholders:
Notice is hereby given that the Ordinary General Meeting of Shareholders of Toshiba Tec
Corporation (the “Company”) for the 99th fiscal year will be held as described below.
In convening this meeting, the Company has taken electronic provision measures for information
contained in the Reference Materials for the Ordinary General Meeting of Shareholders, etc. (the“matters subject to electronic provision measures”), and has posted this information entitled“Convocation Notice of the Ordinary General Meeting of Shareholders for the 99th Fiscal Year” on
its website on the Internet. Please access the website to review the information.
The Company website: https://www.toshibatec.com/release/
In addition to the website above, the Company has also posted the matters subject to electronic
provision measures on the website of Tokyo Stock Exchange (TSE). If you are not able to accessthe matters subject to electronic provision measures on the Company website, please access thefollowing TSE website (Listed Company Search). On this website, please input the issue name(company name) or securities code and click on “Search” to find search results. Then, click on “Basic
information” and the “Documents for public inspection/PR information” tab to find “[Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders Meeting]” in the “Filed
information available for public inspection” section.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are not attending the meeting, you can exercise your voting rights either in writing or via theInternet. After reviewing the Reference Materials for the Ordinary General Meeting of Shareholders
annexed hereto, please exercise your voting rights by 5:00 p.m., Thursday, June 27, 2024 (Japan
Standard Time).
Page 1

・Regarding Internet live streaming service
The Meeting will be live streamed via the Internet. Please review “Notice of Internet Live Streaming Service” on page
4 for viewing directions, etc.

1. Date and Time:

Friday, June 28, 2024 at 10:00 a.m. (Japan Standard Time)(Reception starts at 9:00 a.m.)

2. Place:

The Company’s Osaki OfficeOval Court Osaki Mark East, 2-17-2, Higashi Gotanda, Shinagawaku, Tokyo, Japan
3. Agenda for the Meeting:Subject for Report: Business Report, Consolidated Financial Statements and NonConsolidated Financial Statements for the 99th Fiscal Year (from
April 1, 2023 to March 31, 2024), and Audit Reports for theConsolidated Financial Statements of the Certified Public Accountant
and the Audit & Supervisory Board
Subject for Resolutions:First Proposal:
Election of eleven (11) Directors
Second Proposal: Election of two (2) Audit & Supervisory Board Members
Third Proposal:
Election of one (1) Substitute Outside Audit & Supervisory Board
Member▶ Among the matters subject to electronic provision measures, the “Notes to Consolidated Financial
Statements” of the Consolidated Financial Statements and “Notes to Non-Consolidated Financial
Statements” of the Non-Consolidated Financial Statements will not be included in the paper copy
to be sent to shareholders who have requested it, in accordance with laws and regulations and the
Articles of Incorporation. In addition, Audit & Supervisory Board Members and the Certified Public
Accountant audit the documents subject to audit including the above mentioned matters.
▶ The Company will send to shareholders who have not requested the paper copy the copies of theReference Materials for the Ordinary General Meeting of Shareholders, parts of Business Report,
Consolidated Financial Statements, and the audit reports, along with the Convocation Notice.
Please note that the numbering and reference page numbers specified in the copies are the sameas those specified in the matters subject to electronic provision measures.
▶ If any revisions to the matters subject to electronic provision measures arise, a notice to that effectand the matters before and after the revision will be posted on the Company website and the TSE
website specified on page 1.
Payment of the Year-End Dividend for the 99th Fiscal Year
Pursuant to a resolution of the Board of Directors meeting held May 10, 2024, the Company has decided to pay a
year-end dividend of 25 yen per share (tax included) for the 99th fiscal year, commencing on June 7, 2024.
Therefore, we ask that eligible shareholders take the enclosed year-end dividend receipt to the nearest JAPAN POSTBANK Co., Ltd. or post office during the payment period (June 7, 2024 through July 31, 2024) to claim the above yearend dividends.
As for shareholders who have designated a method for transfer of dividends, payment procedures have been
conducted separately.

Page 2

For shareholders attending this General Meeting of Shareholders
Please submit the enclosed Voting Rights Exercise Form to the reception desk. (Your seal is not
required to be affixed to the form.)
In addition, please bring this Convocation Notice as reference material.

For shareholders exercising voting rights in writing or via the Internet
Voting deadline 5:00 p.m., Thursday, June 27, 2024 (Japan Standard Time)

Exercising voting rights in writing
Please exercise your voting rights by sending back the enclosed Voting Rights Exercise Form
indicating your approval or disapproval of the proposals such that it arrives at the Company by theabove voting deadline.
If neither approval nor disapproval of the proposals is indicated, it shall be deemed a vote of
approval.

Exercising voting rights via the Internet
Please exercise your voting rights via the Internet (by computer or smartphone) to indicate yourapproval or disapproval of the proposals by the above voting deadline.

If you exercise your voting rights both by mail and through the Internet, whichever exercise of voting rights reaches theCompany last will be treated as effective; if both reach the Company on the same day, the exercise of the voting rights
through the Internet will be treated as effective. If you exercise voting rights several times through the Internet, or exercise
voting rights through both the computer and smartphone, the most recent exercise of voting rights will be treated as
effective.
For institutional investors
The “Electronic Voting Platform” (also known as the “TSE Platform”) is available for institutional investors who have appliedin advance to use the platform in place of the above Internet-based exercising of voting rights.

Page 3

Notice of Internet Live Streaming Service
The video and audio of this General Meeting of Shareholders will be live streamed over the Internet, limited only to ourshareholders. We encourage you to take advantage of this service, as it allows viewing the meeting from home without
prior registration.
Note that you will not be able to participate in the resolutions of the meeting on the day through the live streaming service.
Please exercise your voting rights in advance and watch the live streaming.
Date and time

10:00 a.m., Friday, June 28, 2024 (Japan Standard Time)(The live streaming website can be accessed around 9:30 a.m., 30 minutes before the starting time.)(1) The live streaming page may be accessed from the Company website. Enter the below URL or
scan the QR code on your computer or smartphone and access the page about information
regarding shareholders’ meetings on the Company website.

How to view

URL: https://www.toshibatec.co.jp/company/ir/stock/meeting.html(2) After accessing the live streaming site, enter the following password when the screen to enter suchinformation appears.
(3) Follow the on-screen guidance and you will be able to view live stream.
・Viewing of the live stream is limited only to shareholders.
・Please refrain from filming, recording, archiving the live stream, or making any of the above public
such as posting on social media.
・Please note that there may be viewing problems such as video and audio disruptions or interruptionsin the live stream due to system failures, Internet communication settings and other factors. We

Precautions
when viewing

appreciate your understanding.
・Depending on your device or Internet settings, you may not be able to watch the live streaming
service.
・Shareholders are asked to bear the connection fees, etc. that may incur for viewing the Internet live
stream.
・Please note that there is a possibility that we may not be able to conduct the live streaming service
due to unavoidable circumstances. In such case, we will notify our shareholders on the Company
website (https://www.toshibatec.co.jp/).

For shareholders
attending themeetingin person

・We plan on only filming the area around the officers’ seats and on-screen images in considerationof the privacy of our shareholders. However, shareholders may be filmed unavoidably. We
appreciate your understanding.

* “QR code” is a registered trademark of DENSO WAVE INCORPORATED.

Page 4Reference Materials for the Ordinary General Meeting of Shareholders
First Proposal: Election of eleven (11) Directors
The terms of office of the current eleven (11) Directors will expire at the conclusion of this Ordinary
General Meeting of Shareholders. Therefore, the Company proposes to elect the following eleven(11) Directors.
The candidates for Directors are as follows.

No.

Name

Positions and responsibilities at the Company

1

Hironobu
NISHIKORI

Reappointment

2

MasamiUCHIYAMA

Reappointment

3

Masashi
YUZAWA

Reappointment

4

YasukiOHNISHI

Reappointment

5

Junichi TAKEI Reappointment

6

Naofumi TANI Reappointment

Representative Director
President and Chief Executive
Officer,Member, Nomination Committee
and Member, Compensation
Committee
Director,
Executive Vice President;
Assistant to the President,
Responsible for Corporate
Strategic Planning,
Responsible for Corporate IT &Information Systems, andResponsible for Corporate
Strategic Production &Procurement
Director,
Senior Vice President,
Assistant to the President,
Responsible for New Business,
Responsible for Corporate
Overseas Business, andResponsible for Global
Management Innovation
Director,
Senior Vice President, andManaging Director, Retail
Solutions Business Group
Director,
Senior Vice President,
Responsible for Legal Service,
Chief Risk ComplianceManagement Officer (CRO),
General Manager, Corporate
Management Transformation
Promotion Group,
Corporate Marketing Officer,
Member, Nomination Committee,
and Member, Compensation
Committee
Director,
Senior Vice President,
Chief Finance Officer (CFO),
Responsible for Internal Control
Promotion, andGeneral Manager, Corporate
Finance & Accounting Group

Page 5

Years in office asAttendanceDirectorrecord at Board(at theof Directors
conclusion of thisMeetings
General Meeting(FY2023)of Shareholders)

4 years100%(18/18)

6 years

94%(17/18)

1 year93%(14/15)

1 year100%(15/15)

5 years100%(18/18)

1 year100%(15/15)

No.

Name

Positions and responsibilities at the Company

7

Takamasa
MIHARA

Reappointment

8

MichioKUWAHARA

Reappointment

Years in office asAttendanceDirectorrecord at Board(at theof Directors
conclusion of thisMeetings
General Meeting(FY2023)of Shareholders)

Director

3 years100%(18/18)

Candidate for
OutsideDirector

Outside Director
Chairperson, Special Committee
and Chairperson, Nomination
Committee

8 years100%(18/18)Outside Director
Member, Special Committee,
Member, Nomination Committee,
and Member, Compensation
Committee

4 years100%(18/18)Outside Audit & Supervisory
Board Member——(Note)——

9

Miho AOKI

Reappointment

Candidate for
OutsideDirector

10

Yoshihiro
UMEHA

New
appointment

Candidate for
OutsideDirector

11

Mitsuhiro
NAGAHAMA

New
appointment

Candidate for
OutsideDirector—(Note) Mr. Yoshihiro UMEHA attended all (100%) of the 18 meetings of the Board of Directors held in FY2023 as an Outside Audit & Supervisory
Board Member.

Page 6

Candidate No.
1

Reappointment

Hironobu NISHIKORI

Date of birthAugust 2, 1956

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1980
Joined Fujitsu Limited
December 2006 Corporate Vice President,
President, Storage Products Business Unit of Fujitsu Limited
October 2009
Joined Toshiba Corporation,
Assistant to President and Chief Executive Officer, Digital Media
Network Company (in-house company) of Toshiba Corporation
April 2010
General Manager, HDD Business Division, Storage ProductsCompany (in-house company) of Toshiba Corporation
June 2010
Executive Officer, Corporate Vice President of Toshiba Corporation
Years in office as
June 2012
Executive Officer, Corporate Senior Vice President of Toshiba
Director
Corporation
4 years(at the conclusion of October 2013
President and Chief Executive Officer, Cloud & Solutions Company
this General(in-house company) of Toshiba Corporation
Meeting ofApril 2015
President and Chief Executive Officer, Industrial ICT Solutions
Shareholders)Company (in-house company) of Toshiba Corporation
Executive Officer, Corporate Executive Vice President of Toshiba
Attendance Record June 2017
Corporation
at the Board of
July
2017
Responsible
for Digital Solutions Business of Toshiba Corporation,
Directors meetings
Director and President and CEO of Toshiba Digital Solutions(FY2023)
Corporation
100% (18/18
meetings)
April 2020
Senior Executive Vice President, Assistant to the President of theCompany
Number ofJune 2020
Representative Director, President and Chief Executive Officer ofCompany’s
the Company (To date)shares owned by
December 2021 Member, Nomination Committee,
the candidate
Member, Compensation Committee of the Company (To date)
12,178 shares
Reasons for nomination as a candidate for Director
Mr. Hironobu NISHIKORI has served as the officer and the head of Digital-related
division at Toshiba Corporation and its group companies. He currently exercises strong
leadership as Representative Director, President and Chief Executive Officer of theCompany, leading various measures based on the Mid-term Business Plan. As such, hepossesses extensive experience and high-level insight, etc. as a manager, includinginternational business experience.
He was nominated as a candidate for Director based on the expectation that he iscapable of making strategic decisions aimed at enhancing the Company’s corporate
value and appropriately supervising the execution of business operations by utilizing his
experience and insight, etc.

Page 7

Candidate No.
2

Reappointment

Masami UCHIYAMA

Date of birthJanuary 13, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1984
Joined the Company
January 2012
Technology Executive, System Solutions Business Group of theCompany
April 2014
General Manager, Chubu Main Branch of System Solutions Business
Years in office asGroup of the Company
Director
July 2015
Vice President of the Company
6 years
Chief Marketing Executive,(at the conclusion April 2017
General Manager, Domestic Sales Promotion Management Divisionof this Generalof Retail Solutions Business Group of the Company
Meeting of
Shareholders)April 2018
Managing Director, Retail Solutions Business Group of the Company
June 2018
Director, Senior Vice President of the Company
Attendance Record
April
2020
Director,
Executive Vice President, Assistant to the President of theat the Board ofCompany(To date)
Directors meetings(FY2023)
April 2022
Responsible for Corporate Strategic Planning, Responsible for94% (17/18
Corporate Strategic Production & Procurement of the Company (Tomeetings)
date)
June 2023
Responsible for Corporate IT & Information Systems (To date),
Number of
Corporate Chief Sustainability Officer of the Company
Company’s
shares owned by
Reasons for nomination as a candidate for Director
the candidate
10,181 shares
Mr. Masami UCHIYAMA has served as the head of the Retail Solutions-related division(Note 8)of the Company. He currently serves as Director and Executive Vice President of theCompany in charge of Corporate Strategic Planning, Corporate IT & Information Systems,
and Corporate Strategic Production & Procurement of the Company. As such, hepossesses extensive experience and high-level insight, etc. as a manager.
He was nominated as a candidate for Director based on the expectation that he is capableof making strategic decisions aimed at enhancing the Company's corporate value andappropriately supervising the execution of business operations by utilizing his experienceand insight, etc.

Page 8

Candidate No.
3

Reappointment

Masashi YUZAWA

Date of birth
October 3, 1960

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1983
Joined Fujitsu Limited
December 2006 General Project Manager, Storage Products Business Unit of Fujitsu
Limited
October 2009
Joined Toshiba Storage Device Corporation
April 2011
Joined Toshiba Corporation
General Manager, Enterprise Storage Systems Sales Promotion
Department, HDD Business Division of Toshiba Corporation
Joined Toshiba Digital Solutions Corporation
Years in office as July 2017
General Manager, Corporate Planning Department of Toshiba Digital
Director
Solutions Corporation
1 yearDirector, General Manager, Corporate Planning Department of(at the conclusion January 2020
Toshiba Digital Solutions Corporationof this General
Meeting ofJuly 2020
Joined the Company
Shareholders)
Director, Assistant to Representative Director, President and Chief
Executive Officer of the Company
Attendance Record
April 2021
Senior Vice President, Assistant to the President, Responsible forat the Board of
Corporate Overseas Business of the Company (To date)Directors meetings
April 2021
Deputy Managing Director, Retail Solutions Business Group(FY2023)(Responsible for Overseas Business) of the Company
93% (14/15
meetings)
June 2023
Director of the Company (To date)
October 2023
Responsible for Global Management Innovation of the Company (ToNumber ofdate)
Company’s
Responsible for New Business of the Company (To date)shares owned by April 2024
the candidate
3,220 shares

Reasons for nomination as a candidate for Director
Mr. Masashi YUZAWA has served as the head of Toshiba Corporation's Digital-related
division, the Director of its group company, and the General Manager of its Corporate
Planning Department. He currently serves as Director, Senior Vice President in charge of
Global Management Innovation and New Business of the Company. As such, hepossesses extensive experience and high-level insight as a manager, includinginternational business experience.
He was nominated as a candidate for Director based on the expectation that he is capableof making strategic decisions aimed at enhancing the Company’s corporate value andappropriately supervising the execution of business operations by utilizing his experienceand insight, etc.

Page 9

Candidate No.
4

Reappointment

Yasuki OHNISHI

Date of birth
April 25, 1964

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1987
Joined the Company
October 2012
General Manager, Tokyo Specialty Sales Office, Tokyo Main Branch of
System Solutions Business Group of the Company
Years in office as
Director
April 2016
Deputy General Manager, Tokyo Main Branch, Retail Solutions
1 yearBusiness Group of the Company(at the conclusion April 2018
General Manager, Kansai Main Branch, Retail Solutions Businessof this General
Group of the Company
Meeting ofJune 2019
Vice President of the Company
Shareholders)April 2020
General Manager, Products Marketing Division, Retail Solutions
Business Group of the Company
Attendance Record
at the Board of
April 2021
Deputy Managing Director, Retail Solutions Business Group of the
Directors meetings
Company(FY2023)
April 2022
Senior Vice President, Managing Director, Retail Solutions Business
100% (15/15
Group of the Company (To date)meetings)
June 2023
Director of the Company (To date)
Number ofCompany’s
Reasons for nomination as a candidate for Director
shares owned by
Mr. Yasuki OHNISHI has served as the head of the Retail Solutions-related division of thethe candidate
Company. He currently serves as Director and Senior Vice President, and Managing
4,968 shares
Director of Retail Solutions Business Group of the Company. As such, he possesses(Note 8)extensive experience and high-level insight as a manager.
He was nominated as a candidate for Director based on the expectation that he is capableof making strategic decisions aimed at enhancing the Company’s corporate value andappropriately supervising the execution of business operations by utilizing his experienceand insight, etc.

Page 10

Candidate No.
5

Reappointment

Junichi TAKEI

Date of birth
September 30, 1962

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1987
Joined the Company
January 2012
Senior Manager, Strategic Planning Division of System Solutions
Business Group of the Company
April 2012
Senior Manager, Planning Division No.1 of Corporate Strategic
Planning Group of the Company
April 2016
Assistant General Manager, Overseas Retail Solutions BusinessGroup of the Company
Years in office as
Director
June 2018
Vice President, Responsible for Corporate IT & Information Systems,
5 years
and General Manager, Corporate Planning Department of the(at the conclusion
Companyof this General
June 2018
Corporate Marketing Officer of the Company (To date)Meeting ofJune 2019
Director of the Company (To date)
Shareholders)April 2022
General Manager, Corporate Strategic Digital Transformation Group
Attendance Recordof the Company
at the Board of
April 2023
Senior Vice President of the Company (To date)Directors meetings
June 2023
Responsible for Administration(FY2023)
June
2023
Responsible for Legal Service, Chief Risk Compliance Management
100% (18/18
Officer(CRO), Member, Nomination Committee, Member,meetings)
Compensation Committee of the Company (To date)
Number of
April 2024
General Manager of Corporate Management Transformation
Company’s
Promotion Group of the Company (To date)shares owned by
the candidate
Reasons for nomination as a candidate for Director
5,834 shares(Note 8)Mr. Junichi TAKEI has served as the head of Retail Solutions-related division andCorporate Planning Department of the Company, and as Vice President in charge ofCorporate IT & Information Systems of the Company. He currently serves as Director,
Senior Vice President, Chief Risk Compliance Management Officer (CRO), andCorporate Marketing Officer of the Company, and is responsible for legal service andcorporate management transformation promotion. As such, he possesses extensive
experience and high level of insight as a manager.
He was nominated as a candidate for Director based on the expectation that he iscapable of making strategic decisions aimed at enhancing the Company’s corporate
value and appropriately supervising the execution of business operations by utilizing his
experience, and insight, etc.

Page 11

Candidate No.
6

Reappointment

Naofumi TANI

Date of birthAugust 19, 1964

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1987
Joined Toshiba Corporation
April 2015
Chief Financial Officer, Social Infrastructure Systems Company ofToshiba Corporation
July 2017
Director of Toshiba Infrastructure Systems & Solutions Corporation
Years in office as
June 2019
General Manager, Financial & Cash Management Division of Toshiba
Director
Corporation
1 yearExecutive Officer, Corporate Vice President, Vice President of(at the conclusion June 2021
Strategy Committee Room of Toshiba Corporationof this General
Meeting ofJune 2022
Senior Vice President and Director, Assistant to President and Chief
Shareholders)
Executive Officer, Representative Director; General Manager,
Finance & Accounting Division; General Manager, IFRS & Internal
Attendance Record
Control Promotion Division of Toshiba Plant Systems & Services
at the Board of
Corporation
Directors meetings
June 2023
Director, Senior Vice President, Chief Finance Officer (CFO),(FY2023)
Responsible for Internal Control Promotion, and General Manager of
100% (15/15
Corporate Finance & Accounting Group of the Company (To date)meetings)
Number ofCompany’s
shares owned by
the candidate
744 shares

Reasons for nomination as a candidate for Director
Mr. Naofumi TANI has served as the officer and the head of finance and accounting
divisions of Toshiba Corporation and its group companies. He currently serves as
Director, Senior Vice President, Chief Finance Officer of the Company in charge offinance and promotion of internal control systems. As such, he possesses extensive
experience and high-level insight as a manager, including international businessexperience.
He was nominated as a candidate for Director based on the expectation that he iscapable of making strategic decisions aimed at enhancing the Company's corporate
value and appropriately supervising the execution of business operations by utilizing his
experience, and insight, etc.

Page 12

Candidate No.
7

Reappointment

Takamasa MIHARA

Date of birthAugust 14, 1967

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1991
Joined Toshiba Corporation
September 2007 Administrative Manager of Toshiba Asia Pacific Pte. Ltd. (Singapore)
June 2010
Group Manager, Employee Relations & Work Force Planning Group,
Human Resources and Administration Division of Toshiba Corporation
July 2016
Group Manager, Human Resources Management Group, Human
Resources and Administration Division of Toshiba Corporation
April 2020
General Manager, Human Resources Management Department 1,
Human Resources and Administration Division of Toshiba Corporation
Years in office as
August 2020
General Manager, Governance Organization Project Team, Human
Director
Resourcesand Administration Division of Toshiba Corporation
3 years(at the conclusion April 2021
Executive Officer, Corporate Vice President, Vice President, Humanof this General
Resources and Administration Division of Toshiba Corporation
Meeting ofApril 2021
General Executive, Human Resources and Administration Division of
Shareholders)Toshiba Corporation (To date)
General Executive, Sustainability Promotion Division of Toshiba
Attendance Record June 2021
Corporation
at the Board of
Director of the Company (To date)Directors meetings June 2021
(FY2023)
March 2022
General Executive, Corporate Communications Division of Toshiba
100% (18/18
Corporation (To date)meetings)
June 2022
Executive Officer, Corporate Senior Vice President of Toshiba
Corporation
Number ofDecember 2023 Corporate Officer, Corporate Senior Vice President, Internal Audit
Company’s
Division of Toshiba Corporation (To date)shares owned by
the candidate– shares
Reasons for nomination as a candidate for Director
Mr. Takamasa MIHARA has served as the Executive Officer and the head of humanresources and general affairs related divisions of Toshiba Corporation. He currently
serves as Corporate Officer, Corporate Senior Vice President of Toshiba Corporation,
responsible for human resources and general affairs, corporate communications, andinternal audit, while also serving as Director of the Company. As such, he possesses
extensive experience and high-level insight as a manager, including international
business experience.
He was nominated as a candidate for Director based on the expectation that he is capableof making strategic decisions aimed at enhancing the Company's corporate value andappropriately supervising the execution of business operations by utilizing his experience,and insight, etc.

Page 13

Reappointment

Candidate No.
8

Candidate for
OutsideDirector

Michio KUWAHARA

Date of birth
October 24, 1948

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1972
Joined Marubeni Corporation
April 2002
Corporate Vice President of Marubeni Corporation
April 2004
Corporate Senior Vice President of Marubeni Corporation
April 2006
Corporate Executive Vice President of Marubeni Corporation
April 2008
Senior Executive Vice President of Marubeni Corporation
June 2008
Representative Director, Senior Executive Vice President of Marubeni
Corporation
Years in office as
May 2010
Representative Director, President and Chief Executive Officer of The
Director
Daiei,
Inc. (Until May 2013)
8 years
April
2016
Auditorof Tokyo University of Foreign Studies(at the conclusionof this General
July 2016
Outside Director of the Company (To date)Meeting of
February 2017 Chairperson, Nomination & Compensation Advisory Committee of the
Shareholders)Company
March
2020
Outside Director of Katakura Industries Co., Ltd. (To date)
Attendance Record
at the Board of
December 2021 Chairperson, Special Committee, Chairperson, Nomination Committee
Directors meetingsof the Company (To date)(FY2023)
100% (18/18
Reasons for nomination as a candidate for Outside Director and outline ofmeetings)
expected roles
Mr. Michio KUWAHARA has served as the Representative Director, Senior Executive Vice
Number of
President of Marubeni Corporation and the Representative Director, President and Chief
Company’s
shares owned by Executive Officer of the Daiei, Inc. He currently serves as Chairperson of Special
Committee and Nomination Committee of the Company as Outside Director of thethe candidate
Company, and makes decisions for the Company and supervises the Company's– sharesbusiness execution from an independent and objective standpoint. As such, he possesses
extensive experience and high-level insight as a manager, including international
business experience.
He was nominated as a candidate for Outside Director based on the expectation that heis capable of making strategic decisions aimed at enhancing the Company's corporate
value and appropriately supervising the execution of business operations from an
independent and objective standpoint by utilizing his experience, and insight, etc., and bycontinuing to serve as the Chairperson of Special Committee and Nomination Committeeof the Company.
He meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 14

Reappointment

Candidate No.
9

Candidate for
OutsideDirector

Miho AOKI

Date of birth
April 12, 1961

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1983
Joined Boston Consulting Group (Until July 1985)
June 1987
Completed Harvard University Graduate School of Business (MBA)August 1987
Associate of Salomon Brothers Inc.
January 1990
Director of Pfizer Inc.
September
General Manager of Estee Lauder Group of Companies Japan
1995
June 2001
Vice President of Deloitte Tohmatsu Consulting Co., Ltd. (currently,
ABeam Consulting Ltd.)
July 2005
Representative Director of Esquel Japan Limited
March 2008
Executive Vice President of Amway Japan LLC. (Until July 2010)
Years in office as April 2017
Part-time Lecturer, Department of Food Safety and Management of
Director
Showa Women’s University
4 years
Specially Appointed Associate Professor, Department of Food Safety(at the conclusion April 2019and Management of Showa Women’s Universityof this General
April 2020
Associate Professor, Department of Food Safety and Management of
Meeting ofShowa Women’s University (To date)
Shareholders)June 2020
Outside Director of Hitachi Transport System, Ltd. (currently,
Attendance Record
LOGISTEED, Ltd.) (To date)at the Board ofJune 2020
Outside Director of the Company (To date)Directors meetings
December 2021 Member, Special Committee, Member, Nomination Committee,(FY2023)
Member, Compensation Committee of the Company (To date)
100% (18/18
meetings)
Number ofCompany’s
shares owned by
the candidate– shares

Reasons for nomination as a candidate for Outside Director and outline of
expected roles
Ms. Miho AOKI has served as the Director of Pfizer Inc., the Vice President of Deloitte
Tohmatsu Consulting Co., Ltd. (currently, ABeam Consulting Ltd.), and theRepresentative Director of Esquel Japan Limited. She currently serves as the Member ofSpecial Committee, Nomination Committee, and Compensation Committee of theCompany as the Outside Director of the Company, and makes decisions for the Company
and supervises the Company's business execution from an independent and objective
standpoint. She possesses extensive experience and high-level insight as a manager,
including international business experience. Additionally, she has experience as the
Associate Professor of Department of Food Safety and Management of Showa Women’s
University.
She was nominated as a candidate for Outside Director based on the expectation that she
is capable of making strategic decisions aimed at enhancing the Company's corporate
value and appropriately supervising the execution of business operations from an
independent and objective standpoint by utilizing her experience, and insight, etc., and byserving as the Chairperson of Compensation Committee and the Member of Special
Committee of the Company.
She meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 15

Candidate No.
10

Number ofCompany’s
shares owned by
the candidate– sharesNew
appointment
Candidate for
OutsideDirector

Yoshihiro UMEHA

Date of birth
March 15, 1955

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
Joined Mitsubishi Chemical Industries Limited (currently, Mitsubishi
April 1977
Chemical Corporation)
General Manager, Carbon Chemicals Management Division of
May 2005
Mitsubishi Chemical Corporation
June 2008
Executive Officer of Mitsubishi Chemical Corporation
April 2012
Director, Managing Executive Officer of Mitsubishi Chemical
Corporation
June 2015
Director, Member of the Audit Committee of Mitsubishi Chemical
Holdings Corporation (currently, Mitsubishi Chemical Group
Corporation)
June 2016
Director, Chairperson of the Audit Committee of Mitsubishi Chemical
Holdings Corporation (until June 2019)
April 2020
Visiting Professor, Graduate School of Economics of Senshu
University (To date)June 2020
Outside Audit & Supervisory Board Member of the Company (To date)Reasons for nomination as a candidate for Outside Director and outline of
expected roles
Mr. Yoshihiro UMEHA has served as the Director, Managing Executive Officer of
Mitsubishi Chemical Corporation and Director, Chairperson of the Audit Committee ofMitsubishi Chemical Holdings Corporation (currently, Mitsubishi Chemical Group
Corporation). He currently serves as the Outside Audit & Supervisory Board Member of
the Company and supervises the Company's business execution from an independentand objective standpoint. He possesses extensive experience as a member of the audit
committee and audit & supervisory board member in addition to extensive experience andhigh-level insight as a manager, including international business experience. Additionally,
he has experience as the Visiting Professor of Graduate School of Economics, Senshu
University.
He was nominated as a candidate for Outside Director based on the expectation that heis capable of making strategic decisions aimed at enhancing the Company's corporate
value and appropriately supervising the execution of business operations from an
independent and objective standpoint by utilizing his experience, and insight, etc., and byserving as the Member of Special Committee, Nomination Committee, and Compensation
Committee of the Company.
He meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 16

New
appointment

Candidate No.
11

Number ofCompany’s
shares owned by
the candidate– shares

Candidate for
OutsideDirector

Mitsuhiro NAGAHAMA

Date of birth
October 24, 1953

Career Highlights, Positions, Responsibilities and Significant Concurrent
Positions
April 1976
Joined The Fuji Bank, Ltd.
April 2002
Head of US Sales Department 2, Mizuho Corporate Bank, Ltd.
(currently, Mizuho Bank, Ltd.)March 2003
Executive Officer of Mizuho Corporate Bank, Ltd.
April 2005
Senior Executive Officer of Mizuho Corporate Bank, Ltd.
April 2010
Deputy President of Mizuho Corporate Bank, Ltd. (until March 2013)
April 2013
Chairman of the Board of Mizuho Securities Co., Ltd.
April 2013
Chairman of the Board of Mizuho Securities USA Inc.
April 2015
Adviser of Mizuho Securities Co., Ltd. (until March 2020)
June 2015
Outside Audit & Supervisory Board Member of Azbil Corporation
March 2018
Outside Member of Audit & Supervisory Board of Kuraray Co., Ltd.
(To date)
March 2019
External Director of Tokyo Tatemono Co., Ltd. (until March 2021)
June 2019
Outside Director of Azbil Corporation (To date)June 2020
Outside Director of NSK Ltd. (scheduled to resign in June 2024)
Reasons for nomination as a candidate for Outside Director and outline of
expected roles
Mr. Mitsuhiro NAGAHAMA has served as Deputy President and Head of the Americas ofMizuho Corporate Bank, Ltd. (currently, Mizuho Bank, Ltd.), Chairman of the Board of
Mizuho Securities Co., Ltd., and Chairman of the Board of Mizuho Securities USA Inc. As
such, he possesses extensive experience and high-level insight as a manager, includinginternational business experience.
He was nominated as a candidate for Outside Director based on the expectation that heis capable of making strategic decisions aimed at enhancing the Company's corporate
value and appropriately supervising the execution of business operations from an
independent and objective standpoint by utilizing his experience, and insight, etc., and byserving as the Member of Special Committee, Nomination Committee, and Compensation
Committee of the Company.
He meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 17

Notes: 1. There is no special interest between any of candidates and the Company.
2. The candidates’ positions and areas of responsibilities at the Company’s parent
company, Toshiba Corporation, and its subsidiaries are included in the “Career
Highlights, Positions, Responsibilities and Significant Concurrent Positions” column.
3. The Company has entered into liability limitation agreements with Mr. Michio
KUWAHARA and Ms. Miho AOKI to limit their liability for damages as stipulated in Article
423, Paragraph 1 of the Companies Act to the minimum liability amount stipulated in
Article 425, Paragraph 1 of said Act. If their reappointments as Outside Director areapproved, the Company plans to continue said agreements with the candidates.
4. Mr. Yoshihiro UMEHA is currently the Outside Audit & Supervisory Board Member of theCompany, and will retire from the position of Audit & Supervisory Board Member at theconclusion of this Ordinary General Meeting of Shareholders due to expiration of his
term of office. His term of office as the Audit & Supervisory Board Member will be four(4) years at the conclusion of this Ordinary General Meeting of Shareholders.
5. The Company has entered into a liability limitation agreement with Mr. Yoshihiro UMEHA
to limit his liability as the Outside Audit & Supervisory Board Member for damages as
stipulated in Article 423, Paragraph 1 of the Companies Act to the minimum liability
amount stipulated in Article 425, Paragraph 1 of said Act. If the appointment of Mr.
UMEHA as Outside Director is approved at this Ordinary General Meeting of
Shareholders, the Company plans to enter into a new similar liability limitationagreement with Mr. UMEHA to limit his liability as an Outside Director. If the appointmentof Mr. Mitsuhiro NAGAHAMA as Outside Director is approved at this Ordinary General
Meeting of Shareholders, the Company will enter into the similar liability limitationagreement with him.
6. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the appointments of each candidate
are approved at this Ordinary General Meeting of Shareholders, each candidate will be
included as the insured in said insurance agreement. The Company plans to renew said
insurance agreement with generally the same contents at the time of the next renewal.
7. The Company has submitted to the Tokyo Stock Exchange notification of Mr. Michio
KUWAHARA, Ms. Miho AOKI, and Mr. Yoshihiro UMEHA as independent officers asprescribed by the provisions of said Exchange. If the appointments of each candidate
are approved at this Ordinary General Meeting of Shareholders, their appointments as
independent officers will continue. If the appointment of Mr. Mitsuhiro NAGAHAMA as
Outside Director is approved at this Ordinary General Meeting of Shareholders, theCompany plans to submit him to the Tokyo Stock Exchange as an independent officer
as set forth by the said Exchange.
8. The candidates own share acquisition rights in the form of stock options.

Page 18

Second Proposal: Election of two (2) Audit & Supervisory Board Members
The term of the current Audit & Supervisory Board Member, Mr. Kouki TOMISAWA and Outside
Audit & Supervisory Board Member, Mr. Yoshihiro UMEHA will expire at the conclusion of thisOrdinary General Meeting of Shareholders. Therefore, the Company proposes to elect thefollowing two (2) Audit & Supervisory Board Members.
The Company has already obtained the consent of the Audit & Supervisory Board for this
proposal.
The candidates for Audit & Supervisory Board Members are as follows.

Candidate No.
1

Number ofCompany’s
shares owned by
the candidate
200 sharesNewappointment

Ichiro SAKAMOTO

Date of birth
April 17, 1964

Career Highlights, Positions and Significant Concurrent Positions
April 1987
Joined Toshiba Corporation
May 2011
Group General Manager, Finance & Accounting Division Group (incharge of Administration II), Social Infrastructure Systems Companyof Toshiba Corporation
May 2014
Westinghouse Electric Company LLC
May 2015
Group General Manager, Corporate Audit Division Group (in chargeof Corporate Audit I) of Toshiba Corporation
May 2017
Toshiba (China) Co., Ltd.
February 2018 Group General Manager, Strategic Planning Division Group (incharge of Group Management) of Toshiba Corporation
April 2020
General Manager in charge of Parts & Materials Business
Management, Group Management Division of Toshiba Corporation
August 2020
Joined the Company. General Manager Attendant, Corporate Audit
Group of the Company
January 2021
General Manager, Corporate Audit Group of the Company
April 2022
General Manager, Corporate Audit Group of the Company
May 2024
Expert, Corporate Audit Group of the Company (To date)Reasons for nomination as a candidate for Audit & Supervisory Board Member
Mr. Ichiro SAKAMOTO has served as the head of the finance & accounting division,
corporate audit division, and strategic planning division of Toshiba Corporation and its
group companies, as well as the General Manager of Corporate Audit Group of theCompany. As such, he possesses extensive experience and high-level insight, includinginternational business experience as well as considerable knowledge of finance andaccounting matters.
He was nominated as a candidate for Audit & Supervisory Board Member based on the
expectation that he is capable of appropriately auditing the Company’s businessexecutions, etc. by utilizing his experience, and insight, etc.

Page 19

Candidate No.
2

Number ofCompany’s
shares owned by
the candidate– sharesNew
appointment
Candidate for
Outside Audit &Supervisory
Board Member

Kunio KAWA

Date of birth
July 16, 1955

Career Highlights, Positions and Significant Concurrent Positions
November 1990 Joined Mitsubishi Gas Chemical Company, Inc.
June 2006
General Manager, Finance Department, Finance & Accounting Centerof Mitsubishi Gas Chemical Company, Inc.
June 2009
Executive Officer of Mitsubishi Gas Chemical Company, Inc.
June 2012
Director, Managing Executive Officer of Mitsubishi Gas Chemical
Company, Inc.
April 2015
Director, Senior Managing Executive Officer of Mitsubishi Gas
Chemical Company, Inc.
June 2015
Representative Director, Senior Managing Executive Officer of
Mitsubishi Gas Chemical Company, Inc.
April 2018
Director of Mitsubishi Gas Chemical Company, Inc.
June 2018
Audit & Supervisory Board Member (Fulltime) of Mitsubishi Gas
Chemical Company, Inc. (until June 2020)
June 2020
Special Director of Mitsubishi Gas Chemical Company, Inc.
June 2020
Audit & Supervisory Board Member (Fulltime) of Mitsubishi
Engineering-Plastics Corporation (until June 2022)
June 2021
Specially Appointed Director of Mitsubishi Gas Chemical Company,
Inc.
June 2022
Advisor of Mitsubishi Gas Chemical Company, Inc. (To date)June 2022
Outside Audit & Supervisory Board Member of NSD Co., Ltd. (Todate)
Reasons for nomination as a candidate for Outside Audit & Supervisory Board
Member and outline of expected roles
Mr. Kunio KAWA has served as the Representative Director, Senior Managing Executive
Officer and the Audit & Supervisory Board Member (Fulltime) of Mitsubishi Gas Chemical
Company, Inc. As such, he possesses extensive experience and high-level insight as amanager as well as a wealth of auditing experience as a corporate auditor.
He was nominated as a candidate for Outside Audit & Supervisory Board Member basedon the expectation that he is capable of appropriately auditing the Company's businessexecution from an independent and objective standpoint by utilizing his experience, andinsight, etc.
He meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 20

Notes: 1. There is no special interest between each candidate and the Company.
2. The candidates’ positions and areas of responsibilities at the Company’s parent
company, Toshiba Corporation, and its subsidiaries are included in the “Career
Highlights, Positions, and Significant Concurrent Positions” column.
3. If the appointment of Mr. Kunio KAWA as Outside Audit & Supervisory Board Member isapproved at this Ordinary General Meeting of Shareholders, the Company plans to enter
into a liability limitation agreement with him to limit his liability for damages as stipulated
in Article 423, Paragraph 1 of the Companies Act to the minimum liability amountstipulated in Article 425, Paragraph 1 of said Act.
4. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance period
due to an act committed by the insured. If the appointments of Mr. Ichiro SAKAMOTO as
Audit & Supervisory Board Member and Mr. Kunio KAWA as Outside Audit & Supervisory
Board Member are approved at this Ordinary General Meeting of Shareholders, they will
be included as the insured in the said insurance agreement. The Company plans torenew said insurance agreement with generally the same contents at the time of the next
renewal.
5. If the appointment of Mr. Kunio KAWA as Outside Audit & Supervisory Board Member isapproved at this Ordinary General Meeting of Shareholders, the Company plans tosubmit him to the Tokyo Stock Exchange as an independent officer as set forth by thesaid Exchange.

Page 21

Third Proposal: Election of one (1) Substitute Outside Audit & Supervisory Board Member
The term of the current Substitute Outside Audit & Supervisory Board Member, Mr. Tsuyoshi
SAGAYA will expire at the beginning of this Ordinary General Meeting of Shareholders.
Therefore, in order to fill in without delay any future vacancy in Outside Audit & Supervisory
Board Members pursuant to laws and regulations, the Company proposes to elect the following
one (1) Substitute Outside Audit & Supervisory Board Member.
The Company has already obtained the consent of the Audit & Supervisory Board for this
proposal.
The candidate for Substitute Outside Audit & Supervisory Board Member is as follows.

Reappointment

Number ofCompany’s
shares owned by
the candidate– shares

Candidate for
SubstituteOutside Audit &Supervisory
Board Member

Tsuyoshi SAGAYA

Date of birth
September 6, 1973

Career Highlights, Positions and Significant Concurrent Positions
October 2001
Registered as Attorney at Law (To date)
October 2001
Joined Tokiwa Law Office
January 2004
Joined Oh-Ebashi LPC & Partners
October 2007
Joined Tokiwa-Law Office
January 2010
Established Sagaya Law Office
Managing Director of Sagaya Law Office (To date)June 2016
Substitute Outside Audit & Supervisory Board Member of theCompany (To date)February 2020 Outside Audit & Supervisory Board Member of Succeed Co., Ltd.
(To date)
Reasons for nomination as a candidate for Substitute Outside Audit &Supervisory Board Member
Although Mr. Tsuyoshi SAGAYA has no direct experience in corporate management, hepossesses extensive experience and high-level insight, etc. as an attorney at law, andcurrently serves as an outside audit & supervisory board member of another listedcompany. As such, he has extensive auditing experience as a corporate auditor.
He was nominated as a candidate for Substitute Outside Audit & Supervisory Board
Member based on the expectation that he is capable of appropriately auditing theCompany's business execution from an independent and objective standpoint by
utilizing his experience, and insight, etc.
He meets the independence criteria set forth by the Tokyo Stock Exchange and theCompany.

Page 22

Notes: 1. There is no special interest between Mr. Tsuyoshi SAGAYA and the Company.
2. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Board Member is approved at this Ordinary General Meeting of Shareholders, andshould the occasion arise where he is appointed Outside Audit & Supervisory Board
Member, the Company plans to enter into a liability limitation agreement with him to limit
his liability for damages as stipulated in Article 423, Paragraph 1 of the Companies Act
to the minimum liability amount stipulated in Article 425, Paragraph 1 of said Act.
3. The Company has entered into a directors and officers liability insurance agreement withan insurance company as stipulated in Article 430-3, Paragraph 1 of the Companies Act
to cover damage incurred by the insured (legal damages and litigation expenses) as aresult of a claim for damages being made against the insured during the insurance
period due to an act committed by the insured. If the reappointment of Mr. Tsuyoshi
SAGAYA as Substitute Outside Audit & Supervisory Board Member is approved at thisOrdinary General Meeting of Shareholders, and should the occasion arise where he isappointed Outside Audit & Supervisory Board Member, he will be included as the insured
in the said insurance agreement. The Company plans to renew said insurance
agreement with generally the same contents at the time of the next renewal.
4. If the reappointment of Mr. Tsuyoshi SAGAYA as Substitute Outside Audit & Supervisory
Board Member is approved at this Ordinary General Meeting of Shareholders, andshould the occasion arise where he is appointed Outside Audit & Supervisory Board
Member, the Company plans to submit to the Tokyo Stock Exchange notification of his
appointment as an independent officer as prescribed by provisions of said Exchange.

Page 23(Reference) Principal areas of expertise and experience of Directors and Audit & Supervisory Board
Members (skills matrix)
The composition of Directors and Audit & Supervisory Board Members in the event that the first andsecond proposals are approved as originally proposed at this Ordinary General Meeting of
Shareholders, and the principal areas of expertise and experience of each person are as follows.

Principal areas of expertise and experience
Name

GenderPosition

Directors

Representative
Director
President andChief Executive
Officer
Director
Executive Vice
President
Director
Senior Vice
President
Director
Senior Vice
President
Director
Senior Vice
President
Director
Senior Vice
President

Corporate
management

Risk /
Compliance●●

Accounting/ AuditGlobalexperience

Committees to beappointed(★: Appointed as
Chairperson)

IT technology /SpecialDX
Committee

Nomination
Committee

Compensation
Committee

●

●

●

●

Audit & Supervisory Board
Members

Hironobu
NISHIKORI

Male

MasamiUCHIYAMA

Male

Masashi
YUZAWAMale

YasukiOHNISHIMale

Junichi
TAKEI

Male

NaofumiTANI

Male

Takamasa
MIHARA

Male

Director●

MichioKUWAHARA

Male

Outside Director

●

●

●

★

Miho
AOKI

FemaleOutside Director

●

●

●

●

Yoshihiro
UMEHA

Male

Outside Director

●

●

●

●

●

●

Mitsuhiro
NAGAHAMA

Male

Outside Director

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

NaohiroYAMAGUCHI

Male

IchiroSAKAMOTO

Male

KanakoOSAWA

Female

Kunio
KAWA

Male

Audit &
Supervisory
Board Member
Audit &
Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

●

●

●

●

●

●
●

●
●

●

●

●

●

●
●

●

●
●

Note: The above matrix does not reflect the entirety of insight and experience of each candidate.

Page 24★
★

(Reference)

Independence Criteria for Outside Officers
In addition to the independence criteria established by financial instruments exchanges on which
the Company is listed, the Board of Directors will judge any persons falling under any of thefollowing items to lack independence.
1. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company in which theCompany currently holds 10% or more of the voting rights.
2. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company that currently
holds 10% or more of the voting rights of the Company.
3. The Outside Officer currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whosetransactions with the Company in any of the past three fiscal years totaled a monetary amountexceeding 2% of the consolidated net sales of that company or the Company.
4. The Outside Officer currently is or at any point in the past three years has been a director(excluding outside director), audit & supervisory board member (excluding outside audit &supervisory board member), executive officer, or employee of a financial institution from which
the Company currently borrows funds equal to 2% or more of its total assets.
5. The Outside Officer has in any of the past three fiscal years received compensation other thandirector compensation exceeding 10 million yen from the Company as a law, accounting, ortax expert or consultant; or an organization to which the Outside Director belongs has in anyof the past three fiscal years received from the Company compensation as a law, accounting,or tax expert or consultant exceeding 2% of the annual revenue of that organization.
6. In any of the past three fiscal years, the Company has made contributions exceeding 10 million
yen to the Outside Officer or to a corporation to which the Outside Officer currently belongs orat any point in the past three years has belonged as an officer that executes business or as an
employee.
7. The Outside Director currently belongs or at any point in the past three years has belonged asa director (excluding outside director), audit & supervisory board member (excluding outside
audit & supervisory board member), executive officer, or employee to a company whose
outside officers currently include any persons with experience as an officer of the Company
that executed business.
8. The Outside Director currently is or at any point in the past three years has been a
representative officer, officer, or employee of the current accounting auditor or an accounting
auditor in the past five fiscal years of the Company.
Note: Outside Directors and Outside Audit & Supervisory Board Members are collectively called“Outside Officers.”- End -

Page 25