Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
(Securities Code 7242)
June 10, 2020
To Shareholders with Voting Rights:
Masao Ono
Representative Director,
President Executive Officer
KYB Corporation
World Trade Center Bldg.,
2-4-1, Hamamatsu-cho,Minato-ku, TokyoNOTICE OF
THE 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 98th Ordinary General Meeting of Shareholders of KYB Corporation(the “Company”) will be held for the purposes as described below.
Recently, the government and prefectural governors have made requests to refrain from going out, in orderto prevent the spread of COVID-19. After careful deliberation in response to this situation, we have decided tohold this General Meeting of Shareholders by implementing appropriate measures to prevent infection.
With a view to preventing the spread of infection, we kindly request our shareholders to consider refraining
from attending the meeting in person and choose instead to exercise their voting rights preliminarily in writingor via the Internet, etc. We appreciate your understanding and cooperation.
Please exercise your voting rights by 5:15 p.m. on Wednesday, June 24, 2020 (Japan time), after taking thetime to consult the attached reference documents for the General Meeting of Shareholders.
1. Date and Time:Thursday, June 25, 2020 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japantime)

2. Place:

Hamamatsucho Convention Hall, 5th Floor Main Hall
Nippon Life Hamamatsucho Crea Tower, 2-3-1, Hamamatsu-cho, Minato-ku,
Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
98th Fiscal Year (April 1, 2019 - March 31, 2020) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 98th Fiscal Year
(April 1, 2019 - March 31, 2020)
Proposals to be resolved:
Election of seven (7) Members of the Board of Directors
Proposal 1:
Election of four (4) Audit & Supervisory Board Members
Proposal 2:
Election of one (1) Substitute Audit & Supervisory Board Member
Proposal 3:
4. Exercise of voting rights:
If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote placed-1-via the Internet will be counted.
If you vote multiple times via the Internet, only the last vote will be counted.

-------------------------------------------------------------------------------------------------------------------------------------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For the purpose of saving resources, please bring this NOTICE OF THE 98TH ORDINARY GENERALMEETING OF SHAREHOLDERS to the meeting.
We do not prepare gifts for shareholders attending the meeting. We appreciate your understanding.

- The following items have been posted on the Company’s website (https://www.kyb.co.jp/) in accordance with laws
and regulations and the provisions of Article 15 of the Articles of Incorporation of the Company and are accordingly
not included in this NOTICE OF THE 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS.
・Status of Accounting Auditor
・Consolidated Statements of Changes in Equity; Notes to the Consolidated Financial Statements
・Statements of Changes in Equity; Notes to the Non-consolidated Financial Statements
The Consolidated Financial Statements and the Non-consolidated Financial Statements included in this
NOTICE OF THE 98TH ORDINARY GENERAL MEETING OF SHAREHOLDERS are part of theConsolidated Financial Statements and the Non-consolidated Financial Statements audited by the
Accounting Auditor and the Audit & Supervisory Board Members for the preparation of the Accounting
Audit Report and Audit & Supervisory Board’s Report.
- Any revisions to the Reference Documents for the General Meeting of Shareholders, the Business Report,
the Consolidated Financial Statements, or the Non-consolidated Financial Statements will be posted on the
Company’s website (https://www.kyb.co.jp/).
- Please note that persons who are not shareholders, such as non-shareholder proxies or persons
accompanying shareholders, are not allowed to attend the meeting.

-2-

Reference Documents for the General Meeting of Shareholders

Proposal 1: Election of seven (7) Members of the Board of Directors
The term of office of all the six (6) Members of the Board of Directors will expire at the conclusion of thismeeting. Therefore, we propose election of seven (7) Members of the Board of Directors in order to ensure
management transparency and further strengthen corporate governance.
The candidates for the Members of the Board of Directors are as follows:
List of candidates for Members of the Board of Directors
Name1

Yasusuke Nakajima(Reappointment)

Member of the Board of
Directors, Chairman

2

Masao Ono

(Reappointment)

Representative Director,
President Executive Officer

3

Takaaki Kato

(Reappointment)

Representative Director,
Executive Vice President
Executive Officer

4

Keisuke Saito(Reappointment)

Member of the Board of
Directors, Executive Vice
President Executive Officer

5

Rokurou Tsuruta

6Shuhei Shiozawa

7

Masakazu Sakata

Attributes

Current positions in the
CompanyNo.

(Candidate forMember of the Board(Reappointment) of Directors(Outside))(Independent Officer)(Candidate forMember of the Board(Reappointment) of Directors(Outside))(Independent Officer)(Candidate forMember of the Board(New appointment) of Directors(Outside))(Independent Officer)-3-

Attendanceof themeetings ofthe Board of
Directors
100%(17/17)100%(17/17)100%(17/17)100%(17/17)

Member of the Board of
Directors (Outside)(17/17)

Member of the Board of
Directors (Outside)(17/17)

100%

100%

-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
April 2005
June 2005

April 2007

June 2009
June 2010
June 2011

April 2012
Yasusuke Nakajima(November 2, 1955)(Reappointment)

1

April 2014

Term of office as a
Member of the Board June 2015of Directors: 15 years June 2018
Attendance of theJanuary 2019
meetings of the Boardof Directors: (17/17)
April 2019
June 2019

Joined the Company
General Manager, Hydraulics Sales & Marketing Headquarters,
Hydraulic Components Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales & Marketing Headquarters, HydraulicComponents Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales Headquarters, Hydraulic Components
Operations
Managing Member of the Board of Directors, General
Manager, Hydraulic Components Operations
Senior Managing Member of the Board of Directors, in chargeof purchasing, general affairs and human resources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, general affairs and humanresources
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, HydraulicComponents Operations
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div.
Representative Director, President Executive Officer
Representative Director, Chairman, President Executive
Officer
Representative Director, Chairman, President Executive
Officer, General Manager in charge of Seismic
Isolation/Mitigation Correspondence Operations
Representative Director, Chairman, in charge of Seismic
Isolation/Mitigation Correspondence Operations
Member of the Board of Directors, Chairman, in charge ofSeismic Isolation/Mitigation Correspondence (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has deep knowledge and a wealth of experience in corporate management. He has
steadily promoted management reforms such as reinforced corporate governance andquality management in the Group and structural reforms on the global level. He has
endeavored for early settlement of the problem of seismic isolation/mitigation oil
dampers for buildings. We expect that he will continue to make efforts to restore
public trust of the Group. Consequently, we reappoint him as a candidate for Memberof the Board of Directors.
[Significant concurrent positions]
None

-4-

Number ofshares of theCompany held

5,000

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
January 2004
April 2005
June 2006
June 2008
April 2012
April 2014
April 2016
April 2017
June 2017

Masao Ono
(November 7, 1956)(Reappointment)

2

Term of office as a
Member of the Boardof Directors: 3 years
Attendance of themeetings of the Boardof Directors: (17/17)

April 2018

June 2018

January 2019

April 2019

Joined the Company
General Manager, Operations Planning Dept., Automotive
Devices Business Div.
General Manager, Operations Planning Dept., Automotive
Components Operations
General Manager, Purchasing Dept.
General Manager, Purchasing Div.
Executive Officer, General Manager, Purchasing Div.
Managing Executive Officer, General Manager, Purchasing Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of CSR, General Manager, Corporate Planning Div.
Senior Managing Executive Officer, in charge of purchasing, incharge of audit, General Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, in charge of audit, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of purchasing, General Manager, Corporate
Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in charge of Special Purpose Vehicles Div.,
domestic affiliate companies and purchasing, General Manager,
Corporate Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in charge of global business strategy, Aircraft
Components Div., domestic affiliate companies and purchasing,
General Manager, Corporate Planning Div.
Representative Director, President Executive Officer (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has strongly promoted the accomplishment of important tasks of the Company,
including reinforcement of the business base, thorough implementation of recurrence
prevention measures for the incidents such as nonconforming of seismic
isolation/mitigation oil dampers for buildings, and reform of the corporate culture,with a wealth of knowledge and experience in the business and operation of theCompany. We expect that he will restore public trust of the whole Company andsecure profit with his strong leadership in the new mid-term management plan
beginning in this fiscal year. Consequently, we reappoint him as a candidate forMember of the Board of Directors.
[Significant concurrent positions]
None

-5-

Number ofshares of theCompany held

2,400

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1980
March 2005
April 2008
April 2009
April 2011
April 2013
June 2014
April 2015

Takaaki Kato
(June 12, 1957)(Reappointment)

3

June 2015

April 2016
Term of office as a
Member of the Board
April 2017of Directors: 5 years
Attendance of themeetings of the Boardof Directors: (17/17)

June 2017

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
General Manager, Hong Kong Branch, Mizuho Corporate Bank,
Ltd. (present Mizuho Bank, Ltd.)
Executive Officer, Mizuho Securities Co., Ltd.
Managing Executive Officer, Mizuho Securities Co., Ltd.
Managing Executive Officer, Mizuho Securities Co., Ltd. andChairman, Mizuho Securities Asia Limited
Joined the Company, Managing Executive Officer, Deputy
General Manager, Finance & Accounting Div.
Managing Executive Officer, General Manager, Finance &Accounting Div.
Senior Managing Executive Officer, General Manager, Finance& Accounting Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of audit, in charge of CSR, General Manager,
Finance & Accounting Div., General Manager, Corporate
Planning Div., and CFO
Member of the Board of Directors, Senior Managing Executive
Officer, and CFO
Member of the Board of Directors, Senior Managing Executive
Officer, and CFO
Representative Director, Executive Vice President Executive
Officer, and CFO (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has deep knowledge of finance, accounting, and IR, and has promoted IR activities
on a global basis based on a wealth of international experience and insight he has
acquired and cultivated while working in financial institutions. Financial
reinforcement of the Company to prepare for the loss caused by the problem ofseismic isolation/mitigation oil dampers for buildings is an important task for the time
being. We expect that his knowledge and achievements will be indispensable for
initiating repeated dialogues with investors through IR activities in an effort to restore
public trust and for increasing the corporate value for medium and long terms.
Consequently, we reappoint him as a candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-6-

Number ofshares of theCompany held

1,900

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
August 2002
September 2005

July 2007

July 2008
July 2009

September 2010
June 2011

April 2014
Keisuke Saito(August 18, 1959)(Reappointment)

4

January 2016

Term of office as a
Member of the Board April 2017of Directors: 9 years
April 2018
Attendance of themeetings of the Boardof Directors: (17/17)
January 2019

June 2019

Joined the Ministry of International Trade and Industry (present
Ministry of Economy, Trade and Industry)
General Manager, Beijing Office, Japan-China Economic
Association
Director, Industrial Revitalization Division, Economic andIndustrial Policy Bureau, Ministry of Economy, Trade andIndustry
Director, Industrial Science and Technology Policy Division,
Industrial Science and Technology Policy and Environment
Bureau, Ministry of Economy, Trade and Industry
Director, Finance Division, Minister’s Secretariat, Ministry of
Economy, Trade and Industry
Director-General for Energy Conservation and Renewable
Energy Department, Agency for Natural Resources and Energy,
Ministry of Economy, Trade and Industry
Special Adviser of the Company
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Engineering Div. and General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of legal affairs and information technology
administration, General Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Information Technology Administration, incharge of Aircraft Components Div., General Manager,
Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in charge of Aircraft Components Div., General
Manager, Hydraulic Components Operations
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Hydraulic Components Operationsand General Manager, Aircraft Components Div.
Member of the Board of Directors, Senior Managing Executive
Officer, General Manager, Seismic Isolation/Mitigation
Correspondence Operations
Member of the Board of Directors, Executive Vice President
Executive Officer, General Manager, Seismic
Isolation/Mitigation Correspondence Operations (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has diverse experience and a rich human network gained while working in the
Ministry of Economy, Trade and Industry and deep knowledge cultivated in the
Company in the areas of engineering, research and development. In the last fiscal
year, he demonstrated leadership as a responsible person for settling the problem ofseismic isolation/mitigation oil dampers for buildings. He has an appropriate
judgment and ability to act, and we expect that he is a qualified person to accomplish
the conformation of the dampers. Consequently, we reappoint him as a candidate forMember of the Board of Directors.
[Significant concurrent positions]
None

-7-

Number ofshares of theCompany held

3,000

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1970
April 2005
July 2006
June 2007
September 2007
June 2012
June 2015

5

Number ofshares of theCompany held

Prosecutor, Tokyo District Public Prosecutors Office
Superintending Prosecutor, Nagoya High Public Prosecutors
OfficeRegistered as an attorney (Daini Tokyo Bar Association)
Outside Director, TEIKOKU PISTON RING CO., LTD. (present
TPR Co., Ltd.) (current position)
Outside Audit & Supervisory Board Member, J. FRONTRETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Financial Group,
Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Outside Director, J. FRONT RETAILING Co., Ltd.
Outside Corporate Auditor, Sumitomo Mitsui Banking
Corporation

Rokurou Tsuruta
May 2017(June 16, 1943)
June 2017(Reappointment)(Candidate forMember of the Board[Reasons for proposing him as a candidate for Member of the Board of Directorsof Directors(Outside)](Outside))
In consideration of his expertise and experience as an attorney, we expect him to(Candidate forcontinue giving us useful advices to strengthen the internal control, compliance, etc.
Independent Officer)of the Company. Consequently, we reappoint him as a candidate for Member of theBoard of Directors (Outside). Although he has not participated in corporate
Term of office as amanagement other than as an outside director or outside audit & supervisory board
Member of the Board
member, we judge that he will duly perform his duties as a Member of the Board ofof Directors (Outside):
Directors (Outside) for the abovementioned reasons.
5 years[Significant concurrent positions]
Attendance of the
Attorney and representative, Tsuruta Rokurou Law Officemeetings of the Board
Outside Director, TPR Co., Ltd.
of Directors: (17/17)[Other remarks]
During his service as a Member of the Board of Directors (Outside), details of the actsof charging by the Company based on inappropriate man-hour recording with respect
to defense equipment for the Ministry of Defense came to light. He was not aware ofthose acts before they came to light, but had customarily made recommendations
regarding the importance of legal compliance and internal control on various
occasions such as the Board of Directors’ meetings of the Company. After those facts
came to light, he has performed his duties appropriately in the cause investigation,
preparation of recurrence prevention measures, and promotion and enhancement ofcompliance.

-8-

600

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1981
April 1987
April 1991
April 1994
January 2001
October 2005
March 2012
June 2016
June 2017

6

Number ofshares of theCompany held

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Visiting researcher, Institut d'Etudes Politiques de Paris
Professor, Faculty of Economics, Keio University
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
(current position)
Member of the Board of Directors (Outside) of the Company(current position)
Independent Director (Audit & Supervisory Committee
member), Ahresty Corporation (current position)
Professor Emeritus, Keio University (current position)
President, Tokyo International University (current position)

Shuhei Shiozawa(September 19, 1955) April 2019
April 2019
(Reappointment)(Candidate forMember of the Board [Reasons for proposing him as a candidate for Member of the Board of Directors(Outside)]of Directors
We expect him to give us useful opinions and recommendations on finance and CSR(Outside))of the Company based on a wealth of knowledge and insight as a specialist in(Candidate for
Independent Officer) economics. Consequently, we reappoint him as a candidate for Member of the Boardof Directors (Outside). Although he has not participated in corporate management
Term of office as a other than as an outside director, we judge that he will duly perform his duties as a
Member of the Board Member of the Board of Directors (Outside) for the above mentioned reasons.
of Directors (Outside):[Significant concurrent positions]
4 years
President, Tokyo International University
Attendance of the Professor Emeritus, Keio University
meetings of the Board Member of the Board of Directors (Outside), Kenedix, Inc.
of Directors: (17/17) Independent Director (Audit & Supervisory Committee member), Ahresty Corporation[Other remarks]
During his service as a Member of the Board of Directors (Outside), details of the actsof charging by the Company based on inappropriate man-hour recording with respect
to defense equipment for the Ministry of Defense came to light. He was not aware ofthose acts before they came to light, but had customarily made recommendations
regarding the importance of legal compliance and internal control on various
occasions such as the Board of Directors’ meetings of the Company. After those facts
came to light, he has performed his duties appropriately in the cause investigation,
preparation of recurrence prevention measures, and promotion and enhancement ofcompliance.

-9-

400

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
April 2007
April 2010
June 2011
June 2015

7

Number ofshares of theCompany held

Joined Fuji Xerox Co., Ltd.
General Manager, Public Relations and Advertisement Dept.,
Fuji Xerox Co., Ltd.
Senior Vice President, Fuji Xerox Advanced Technology Co.,Ltd.
Senior Vice President and Director, Fuji Xerox Advanced
Technology Co., Ltd.
Executive Vice President, Fuji Xerox Information Systems Co.,Ltd.
President and Representative Director, Fuji Xerox Advanced
Technology Co., Ltd.
Senior Adviser, Fuji Xerox Co., Ltd.

June 2017
Masakazu Sakata(August 2, 1959)(New appointment) April 2019
(Candidate forMember of the Board [Reasons for proposing him as a candidate for Member of the Board of Directors(Outside)]of Directors
He has cultivated broad knowledge and experience in mid-term management plans,(Outside))
new business development, personnel structure reform, public relations and(Candidate for
Independent Officer) advertising, etc. at Fuji Xerox Co., Ltd. We expect him to give us useful advice andguidance as a corporate manager in areas of business renovation such as work stylereforms that prioritize diversity in the Company, the promotion of IT efficiency, andproductivity improvements in back-office operations. Consequently, we appoint him
as a candidate for Member of the Board of Directors (Outside). He retired from Fuji
Xerox Co., Ltd. in February 2020.

0[Significant concurrent positions]
None(Notes)1. No conflict of interests exists between any of the above candidates and the Company.
2. The Company has designated Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa, candidates, as independent officers under
the rules of the Tokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange.
If the reappointment of both Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa is approved, the Company will continue todesignate them as independent officers.
3. If the appointment of Mr. Masakazu Sakata, a candidate, is approved, the Company will designate him as an independent
officer under the rules of the Tokyo Stock Exchange and file the designation with the Tokyo Stock Exchange.
4. Liability Limitation Agreement with Members of the Board of Directors (Outside):
Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa, candidates, have each entered into an agreement with the Company tolimit their liabilities. If the reappointment of both Mr. Rokurou Tsuruta and Mr. Shuhei Shiozawa is approved, theCompany shall continue the agreement with each of them. If the appointment of Mr. Masakazu Sakata is approved, theCompany will enter into an agreement with him to limit his liability.
The outline of the agreement is as follows:・ If Mr. Rokurou Tsuruta/Mr. Shuhei Shiozawa/Mr. Masakazu Sakata becomes liable to the Company for failure to
perform his duties as a Member of the Board of Directors (Outside) after the conclusion of this agreement, themaximum amount of his liability shall be twice the value of the annual property benefits that he has received orshould receive from the Company as consideration for the execution of his duties during his term of office ascalculated by the method provided in Article 113 of the Ordinance for Enforcement of the Companies Act, and any
amount in excess of the maximum amount shall be exempted from the liability, provided that he has conducted his
duties in good faith and without gross negligence.

- 10 -

Proposal 2: Election of four (4) Audit & Supervisory Board Members
The term of office for all the four (4) Audit & Supervisory Board Members will expire at the conclusion ofthis meeting. Therefore, we propose election of four (4) Audit & Supervisory Board Members.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidates for Audit & Supervisory Board Members are as follows.
No.

Name
(Date of birth)
Tomoo Akai
(June 16, 1954)(Reappointment)
Term of office as an
Audit & Supervisory
Board Member: 9
years

1

Career summary and positions at the Company
April 1979
April 2004
April 2005
February 2006
June 2008
June 2009
June 2011

Number ofshares of theCompany held

Joined the Company
General Manager, Legal Affairs and Audit Office
General Manager, Systems and Legal Affairs Dept.
General Manager, General Affairs and Human Resources Dept.
General Manager, Human Resources Div.
General Manager, Audit Dept.
Audit & Supervisory Board Member (Full Time) (current
position)

Attendance of the [Reasons for proposing him as a candidate for Audit & Supervisory Board Member]meetings of the Audit Since he has a wealth of experience in internal audits and as an Audit & Supervisory& Supervisory Board: Board Member of a group company, we expect that he will continue to utilize such
experience for the auditing of the Company. Consequently, we reappoint him as a(22/22)
candidate for Audit & Supervisory Board Member.
Attendance of the [Significant concurrent positions]
meetings of the Board Noneof Directors: (17/17)- 11 -

1,800

No.

Name
(Date of birth)

Career summary and positions at the Company
April 1984
September 2014

Junichi Tanaka(May 9, 1961)(Reappointment)

April 2016

(Candidate for Audit& Supervisory Board
Member (Outside))(Candidate for
Independent Officer) October 2016
Term of office as an July 2017
Audit & Supervisory
Board Member: 1 year
April 20182

June 2018
Attendance of themeetings of the Audit& Supervisory Board: June 2019(17/17)

Joined The Yasuda Fire and Marine Insurance Co., Ltd. (present
Sompo Japan Insurance Inc.)
Senior Vice President, General Manager, Global Business
Planning Dept., Sompo Japan Nipponkoa Insurance Inc.
(present Sompo Japan Insurance Inc.)
Senior Vice President, General Manager, Global Business
Planning Dept., Sompo Japan Nipponkoa Holdings, Inc.
(present Sompo Holdings, Inc.)
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Japan Nipponkoa
Insurance Inc.
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Japan Nipponkoa
Holdings, Inc.
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Holdings, Inc.
Executive Vice President, Sompo Japan Nipponkoa Insurance
Inc.
Executive Vice President, Sompo Holdings, Inc.
CEO of Overseas Insurance Business, Executive Vice President,
Sompo Holdings, Inc.
CEO of Overseas Insurance Business, Director, Executive Vice
President, Sompo Holdings, Inc.
Audit & Supervisory Board Member (Full Time) of theCompany (current position)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member
Attendance of the (Outside)]
meetings of the Board We expect that he will continue giving us useful opinions and recommendations basedof Directors: (13/13) on the expertise and experience he has acquired while working in a non-life insurancecompany, mainly from the viewpoint of business operations audit. Consequently, we
appoint him as a candidate for Audit & Supervisory Board Member (Outside).
*The number ofattendance is stated He retired from his position as CEO of Overseas Insurance Business, Director,
for the meetings of the Executive Vice President, Sompo Holdings, Inc. in March 2019.
Board of Directors[Significant concurrent positions]and the Audit &NoneSupervisory Board
held on or after June
[Other remarks]
25, 2019
During his service as an Audit & Supervisory Board Member (Outside), details of theacts of charging by the Company based on inappropriate man-hour recording withrespect to defense equipment for the Ministry of Defense came to light. He was notin office when the acts was conducted, but after those facts came to light, he has
performed his duties appropriately in the cause investigation, preparation ofrecurrence prevention measures, and promotion and enhancement of compliance.

- 12 -

Number ofshares of theCompany held

0

No.

Name
(Date of birth)

Career summary and positions at the Company
April 1978
November 1999
April 2004
April 2005
June 2007
June 2009

April 2012
April 2015
3

Eiji Hisada(January 25, 1956)(New appointment)

June 2016
February 2019
May 2020

Joined the Company
General Manager, Overseas Administration Dept.
General Manager, International Headquarters
General Manager, Affiliated Business Dept., Corporate
Planning Div.
Member of the Board of Directors, General Manager, Corporate
Planning Dept., Corporate Planning Div.
Member of the Board of Directors, General Manager, Human
Resources Div. and General Manager, Gifu Human Resources
Dept.
Managing Executive Officer, General Manager, Human
Resources Div.
Managing Executive Officer, Deputy General Manager,
Corporate Planning Div. and General Manager, Corporate
Planning Dept.
Managing Executive Officer, President of KYB Europe
Headquarters GmbH (present KYB Europe GmbH)Managing Executive Officer, in charge of Audit and General
Manager, President Office
Managing Executive Officer, in charge of Audit (current
position)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member]
He has considerable knowledge of finance and accounting based on his experience incorporate planning, human resources and management of overseas group companies.
We expect that he will give us useful opinions and recommendations. Consequently,
we appoint him as a candidate for Audit & Supervisory Board Member.
[Significant concurrent positions]None- 13 -

Number ofshares of theCompany held

4,000

No.

Name
(Date of birth)

Career summary and positions at the Company
April 1981
January 2004
September 2004
April 2008
April 2011

July 2012
Masahiko Sagara(September 21, 1958)(New appointment) April 2014
4

Joined The Yasuda Mutual Life Insurance Company (present
Meiji Yasuda Life Insurance Company)
General Manager, Non-life Insurance Administration Office,
Coordination Dept., Meiji Yasuda Life Insurance Company
General Manager, Osaka-kita Branch, Meiji Yasuda Life
Insurance Company
General Manager, Gunma Branch, Meiji Yasuda Life Insurance
Company
General Manager, Corporate Business Planning Dept., Meiji
Yasuda Life Insurance Company
Executive Officer, General Manager, Corporate Business
Planning Dept., Meiji Yasuda Life Insurance Company
Managing Executive Officer, Meiji Yasuda Life Insurance
Company
Managing Executive Officer, General Manager, Agency
Business Div., Meiji Yasuda Life Insurance Company
Representative Director and Chairman, Meiji Yasuda General
Insurance Co., Ltd.

(Candidate for Audit April 2017
& Supervisory Board
Member (Outside)) April 2019
(Candidate for
Independent Officer)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member(Outside)]
He has acquired a practical viewpoint through his sales experience and a multifaceted
perspective through his management experience. We expect that he will give us useful
opinions in the audit to support the auditing to establish a high-quality corporate
governance system to meet the social trust. Consequently, we appoint him as a
candidate for Audit & Supervisory Board Member (Outside). He is scheduled to retire
from Meiji Yasuda General Insurance Co., Ltd. in June 2020.

Number ofshares of theCompany held

0

[Significant concurrent positions]
None(Notes)
1.
2.

3.
4.

No conflict of interests exists between any of the above candidates and the Company.
The Company has designated Mr. Junichi Tanaka, a candidate, as independent officer under the rules of the Tokyo
Stock Exchange and filed the designation with the Tokyo Stock Exchange. If his reappointment is approved, theCompany will continue to designate him as an independent officer.
If the appointment of Mr. Masahiko Sagara, a candidate, is approved, the Company will designate him as an independent
officer under the rules of the Tokyo Stock Exchange and file the designation with the Tokyo Stock Exchange.
The liability limitation agreement with candidates for Audit & Supervisory Board Members:
Mr. Tomoo Akai and Mr. Junichi Tanaka, candidates, have each entered into an agreement with the Company to limit
their liabilities. If their reappointment is approved, the Company will continue the agreements. If the appointment of Mr.
Eiji Hisada and Mr. Masahiko Sagara, candidates, is approved, the Company will enter into agreements with them tolimit their liabilities.
The outline of the agreement is as follows:・ If Mr. Tomoo Akai/Mr. Junichi Tanaka/Mr. Eiji Hisada/Mr. Masahiko Sagara becomes liable to the Company for
failure to perform his duties as an Audit & Supervisory Board Member after the conclusion of this agreement, themaximum amount of his liability shall be twice the total value of the annual property benefits that he has received orshould receive from the Company as consideration for the execution of his duties during his term of office ascalculated by the method provided in Article 113 of the Ordinance for Enforcement of the Companies Act, and any
amount in excess of the maximum amount shall be exempted from the liability, provided that he has conducted his
duties in good faith and without gross negligence.

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Proposal 3: Election of one (1) Substitute Audit & Supervisory Board Member
Mr. Atsushi Shigeta was elected as a Substitute Audit & Supervisory Board Member at the 97th Ordinary
General Meeting of Shareholders held on June 25, 2019 by its resolution effective until the commencement of
this meeting. To prepare for any case where the number of Outside Audit & Supervisory Board Members
becomes less than the number required by laws and regulations, we propose to elect one (1) Substitute Audit& Supervisory Board Member.
Such Substitute Audit & Supervisory Board Member will assume the office of Audit & Supervisory Board
Member only if the number of Outside Audit & Supervisory Board Members becomes less than the number
required by laws and regulations. His term of office shall be equal to the remaining term of office of his
predecessor.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary
April 1979
March 2006
April 2008
May 2010
May 2011
April 2013
June 2015

Atsushi Shigeta(March 31, 1957)(Candidate for
Substitute Audit &Supervisory Board
Member (Outside))

March 2016
June 2017
April 2018
June 2019

Joined The Fuji Bank, Limited (present Mizuho Bank, Ltd.)
Executive Officer and General Manager, 7th Sales Dept.,
Mizuho Corporate Bank, Ltd. (present Mizuho Bank, Ltd.)Managing Executive Officer, Mizuho Corporate Bank, Ltd.
Senior Managing Director, Tobu Department Store Co., Ltd.
Representative Director and Senior Managing Executive Officer,
Tobu Department Store Co., Ltd.
Representative Director and President, Tobu Department Store
Co., Ltd.
Representative Director and President, Tobu Hotel Management
Co., Ltd. (current position)
Part-time Audit & Supervisory Board Member, Tokyo Tatemono
Real Estate Sales Co., Ltd.
Outside Audit & Supervisory Board Member, JCU
CORPORATION
Representative Director and President, Sendai Kokusai Hotel
Co., Ltd. (current position)
External Director, JCU CORPORATION (current position)

Number ofshares of theCompany held

0

[Reasons for proposing him as a candidate for Substitute Audit & Supervisory Board
Member (Outside)]
We expect that he will give us useful opinions and recommendations to securesoundness of the auditing and corporate management of the Company based on a
wealth of experience as a long-time corporate manager. Consequently, we appoint
him as a candidate for Substitute Audit & Supervisory Board Member (Outside).
[Significant concurrent positions]Representative Director and President, Tobu Hotel Management Co., Ltd.
Representative Director and President, Sendai Kokusai Hotel Co., Ltd.
External Director, JCU CORPORATION(Notes)1. No conflict of interests exists between Mr. Atsushi Shigeta, a candidate, and the Company.
2. Mr. Atsushi Shigeta, a candidate, once served as an Executive of Mizuho Bank, Ltd., a Specified Associated Service
Provider of the Company. However, it has been ten years since he retired from the position and now he does not engage
in the business execution of the bank.
3. The liability limitation agreement with a candidate for Substitute Audit & Supervisory Board Member:
The Company has entered into an agreement with Mr. Atsushi Shigeta to limit his liability on condition that he assumes
office as Audit & Supervisory Board Member. If his election is approved, the Company will continue the agreement.
The outline of the agreement is as follows:・ If Mr. Atsushi Shigeta becomes liable to the Company for failure to perform his duties as an Audit & Supervisory
Board Member after the conclusion of this agreement, the maximum amount of his liability shall be twice the total
value of the annual property benefits that he has received or should receive from the Company as consideration for
the execution of his duties during his term of office as calculated by the method provided in Article 113 of theOrdinance for Enforcement of the Companies Act, and any amount in excess of the maximum amount shall be- 15 -

exempted from the liability, provided that he has conducted his duties in good faith and without gross negligence.

[Independence Standards for Outside Directors and Outside Audit & Supervisory Board Members]
The Company has established the independence standards for outside directors and outside Audit &Supervisory Board members based on the requirements for independent officers established by financial
instrument exchanges. Officers are deemed to lack independence if any of the following apply.
1. Persons who have work experience at the Company or its subsidiaries (KYB Group)
2. Persons who have work experience at principal lenders (Note 1) to the KYB Group3. Major shareholders (Note 2) of the Company, or their members or executives
4. Major customers (Note 3) for the KYB Group’s products and services, or their members or executives
5. Major suppliers (Note 4) of products and services to the KYB Group, or their members or executives
6. Consultants, accounting professionals, legal professionals and the like who receive annual payments orother goods in kind exceeding ¥10 million from the KYB Group, excluding officer compensation (if acorporation or other organization is the recipient and the amount received exceeds 2% of theorganization’s annual gross income, any member or executive of the organization)
7. Persons who receive donations of more than ¥10 million annually from the KYB Group (if the recipient
is a corporation or other organization, any member or executive of the organization)
8. Members or executives of corporations or other organizations that engage in the mutual dispatch of
directors or executive officers with the KYB Group
9. Persons who have work experience at an audit firm that is an accounting auditor of the KYB Group
10. Persons to whom any of 3 to 9 above are applicable over the past 10 years
11. A spouse or relative within the second degree of kinship of a person to whom any of 1 to 10 above areapplicable
12. Other persons who have special reasons that may cause a conflict of interest with the Company(Notes)1. The KYB Group’s principal lenders are financial institutions and other large creditors that the KYBGroup relies on for funding and could not readily replace.
2. Major shareholders are those that hold 10% or more of voting rights at the end of the Company’s fiscal
year, whether directly or indirectly (including rights held indirectly through a trust bank or other vehicle).
3. Major customers for the KYB Group’s products and services are those with an annual transaction
amount exceeding 2% of the KYB Group’s consolidated sales.
4. Major suppliers of products and services to the KYB Group are those with annual transaction volume
exceeding 2% of the consolidated sales of the supplier group.

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