Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 3103)
June 7, 2022
To our shareholders:Shuji Ueno,
Representative Director and President

UNITIKA LTD.
4-1-3 Kyutaro-machi, Chuo-ku, Osaka

Notice of the 212th Annual General Meeting of Shareholders
Notice is hereby given that the 212th Annual General Meeting of Shareholders (the “Meeting”) of UNITIKA
LTD. (the “Company”) will be held as set forth below.
From the perspective of preventing the spread of the novel coronavirus disease (COVID-19), we ask
you to refrain from attending the Meeting at the venue on the date of the Meeting. We also recommend
you to exercise your voting rights in advance in writing or via the internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise
your voting rights before Tuesday, June 28, 2022, at 6:00 p.m. (JST).
[Exercise of voting rights via postal mail]Please indicate your approval or disapproval of the proposals on the enclosed voting form, and return it sothat your vote is received by the aforementioned exercise deadline.
[Exercise of voting rights via the internet]
Please access the website for the exercise of voting rights (https://evote.tr.mufg.jp/) designated by theCompany, then input your approval or disapproval of the proposals by the aforementioned exercise deadline(in Japanese only).
1. Date and Time:

Wednesday, June 29, 2022, at 10:00 a.m. (JST) (Doors open at 9:00 a.m.)

2. Venue:

2-5-8 Bingo-machi, Chuo-ku, Osaka
Large meeting room, New building 7F, Nihon mengyo Club (Mengyo Kaikan)

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 212th
fiscal year (from April 1, 2021 to March 31, 2022), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit &Supervisory Board
2. The Non-consolidated Financial Statements for the 212th fiscal year (from April
1, 2021 to March 31, 2022)
Matters to be resolved
Proposal No. 1: Appropriation of Surplus
Proposal No. 2: Partial Amendments to the Articles of Incorporation
Proposal No. 3: Election of Eight (8) Directors
Proposal No. 4: Election of One (1) Audit & Supervisory Board Member
Proposal No. 5: Election of One (1) Substitute Audit & Supervisory Board Member-1-4. Matters relating to Exercise of Voting Rights(1) Please note that your voting via the internet shall prevail, if you exercise your voting rights both via
postal mail and via the internet.
(2) If you exercise your voting rights more than once via the internet, only the last vote shall be deemed
effective.
<Requests to Shareholders>
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The management of the Meeting may be significantly changed depending on changes in the situation of
the spread of the COVID-19, announcements by the government or other bodies, etc. up to the date of
the Meeting. We would therefore ask that you check for information regarding this on the Company’s
website (https://www.unitika.co.jp/ir/stockholders/).
It would be greatly appreciated if you could consider infection preventive measures to take to protect
yourself and other people near you, such as using alcohol disinfectant and wearing a mask, when you
come to the venue. Please note that if you do not wear a mask, you will not be permitted to attend theMeeting.
If you are found to have a fever through measuring your body temperature prior to the registration and/or
look unwell at the venue, our staff may ask you to refrain from attending the Meeting.
Our officers and staff will wear masks at the venue.
Of the documents to be provided with this notice, the “Systems for Ensuring the Propriety of Business
Activities,” the “Consolidated Statement of Changes in Equity,” the “Notes to the Consolidated
Financial Statements,” the “Statement of Changes in Equity” and the “Notes to the Non-consolidated
Financial Statements” are not provided because they have been posted on the Company’s website(https://www.unitika.co.jp/ir/stockholders/) (in Japanese only), pursuant to the provisions of laws andregulations and the Company’s Articles of Incorporation. The Business Report audited by the Audit &Supervisory Board Members, the Consolidated Financial Statements and the Non-consolidated
Financial Statements that were audited by Financial Auditor and the Audit & Supervisory Board
Members consist of the documents stated in the documents attached to this notice, as well as the“Systems for Ensuring the Propriety of Business Activities,” the “Consolidated Statement of Changes
in Equity,” the “Notes to the Consolidated Financial Statements,” the “Statement of Changes in Equity”
and the “Notes to the Non-consolidated Financial Statements” posted on the Company’s website (inJapanese only).
When you attend the Meeting in person, you are kindly requested to present the enclosed voting form
at the reception.
If any changes are made to items in the Business Report, Consolidated Financial Statements, Nonconsolidated Financial Statements and the Reference Documents for the General Meeting of
Shareholders,suchchangeswillbepostedontheCompany’s
website(https://www.unitika.co.jp/ir/stockholders/) (in Japanese only).

-2-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:
Appropriation of Surplus
Although the Group is strengthening the foundation toward the growth stage in accordance with its MediumTerm Management Plan titled G-STEP30 1st, which was announced in May 2020, taking into consideration
changes in the business environment during the fiscal year under review and the financial position at the end
thereof, the Company has regretfully made the decision not to pay dividends for common shares. Dividends
will be paid for preferred shares according to the calculation method prescribed at the time of issuance.
The payment of dividends for preferred shares will be carried out as follows, with other retained earnings as
the source.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amounti)
Class A shares¥12,000 per share
Total amount: ¥260,880,000ii) Class B shares¥23,740 per share
Total amount: ¥41,568,740(3) Effective date of dividends of surplus
June 30, 2022

-3-

Proposal No. 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for Proposal(1) Since the revised provisions provided for in a proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September
1, 2022, the Company proposes to make the following changes in preparation for the introduction of
the system for providing informational materials for the general meeting of shareholders in electronic
format.
i) Article 16, paragraph 1 in “Proposed amendments” below will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents forthe general meeting of shareholders, etc. in electronic format.
ii) Article 16, paragraph 2 in “Proposed amendments” below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
iii) Since the provisions for Disclosure of Reference Documents, etc. of General Meeting of
Shareholders and Deemed Furnishing (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
iv) Accompanying the aforementioned new establishment and deletion, supplementary provisions
regarding the effective date, etc. will be established.
(2) The content of the advance notice regarding Diverse Exercise will be amended to accommodate
notification via the Internet.
2. Details of Amendments
Details of the amendments are as follows:(Underlining denotes amendment)
Current Articles of Incorporation
Proposed amendments
Article 16 (Disclosure of Reference Documents,(Deleted)etc. of General Meeting of Shareholders andDeemed Furnishing)
The Company may, in convening the general
meeting of shareholders, be deemed to havefurnished to shareholders by disclosing in themethod of using the Internet the matters to beentered or represented in the reference documentsof general meeting of shareholders, business
report, accounting documents and consolidated
statements in accordance with the Ordinance ofthe Ministry of Justice.
(Newly established)
Article 16 (Measures for Providing Information inElectronic Format, Etc.)
1. When the Company convenes a general
meeting of shareholders, it shall take measuresfor providing information that constitutes thecontent of reference documents for the general
meeting of shareholders, etc. in electronic
format.
2. Of items for which the measures for providing
information in electronic format will be taken,
the Company may exclude all or some ofthose items designated by the Ministry ofJustice Order from statements in the paperbased documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.

-4-Current Articles of Incorporation
Proposed amendments
Article 19 (Diverse Exercise of Voting Rights)
Article 19 (Diverse Exercise of Voting Rights)
If shareholders exercise their voting rights in a
If shareholders exercise their voting rights in adiverse manner, they must notify the Company atdiverse manner, they must notify the Company inleast three days before the date of the general
writing at least three days before the date of themeeting of shareholders that they will exercise
general meeting of shareholders that they will
the voting rights in a non-unified manner and theexercise the voting rights in a non-unified mannerreasons for such exercise. However, theand the reasons for such exercise. However, theCompany may refuse diverse exercise of voting
Company may refuse diverse exercise of voting
rights if the shareholders are not holding sharesrights if the shareholders are not holding sharesfor others.
for others.
(Newly established)
Supplementary Provision(Transitional Measures Regarding Measures for
Providing Information in Electronic Format)
1. The deletion of Article 16 (Internet Disclosure
and Deemed Provision of Reference
Documents for the General Meeting of
Shareholders, Etc.) in the pre-amended
Articles of Incorporation and theestablishment of the new Article 16 (Measuresfor Providing Information in Electronic
Format, etc.) in the amended Articles ofIncorporation shall be effective from the dateof enforcement of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter referred to as the “Date of
Enforcement”).
2. Notwithstanding the provision of thepreceding paragraph, Article 16 of the Articles
of Incorporation (Internet Disclosure andDeemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any general
meeting of shareholders held on a date within
six months from the Date of Enforcement.
3. These Supplementary Provisions shall bedeleted on the date when six months haveelapsed from the Date of Enforcement or threemonths have elapsed from the date of thegeneral meeting of shareholders in thepreceding paragraph, whichever is later.

-5-

Proposal No. 3:
Election of Eight (8) Directors
At the conclusion of this meeting, the terms of office of eight Directors will expire. Therefore, the Company
proposes the election of eight Directors (including three outside Directors).
The candidates for Director are as follows:
Candidate
No.

1

2

3

4

5

6

7

8

Name

Hiroyuki Shime
Reelection

Shuji Ueno
Reelection

Eiji Sumi
Reelection

Masakazu Kitano
Reelection

Tsunetoshi Matsuda
Reelection

Minoru Furukawa
Reelection Outside Independent

Michihiko Ota
Reelection Outside Independent

Noriko Ishikawa
Reelection Outside Independent

Position and responsibility in the
Company

Attendance at Board of
Directors meetings

Representative Director Chairman

100% (16/16)

Representative Director andPresident, Chief Executive Officer
Audit office

100% (16/16)

Director, Managing Executive
Officer
General Manager of
Administration Division

100% (16/16)

Director, Senior Executive Officer
General Manager of Technology
Development Division andGeneral Manager of Production

100% (13/13)

Director, Senior Executive Officer
General Manager of Polymers
SectorGlobal Business Promotion
Division
Based in Tokyo Office

100% (13/13)

Outside Director

100% (16/16)

Outside Director

93% (15/16)

Outside Director

100% (13/13)

Note: The attendance of Board of Directors meetings of three Directors Masakazu Kitano, Tsunetoshi
Matsuda and Noriko Ishikawa is based on the number of the said meetings held since their appointment
on June 29, 2021.

-6-

Candidate
No.

Name
(Date of birth)

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

Hiroyuki Shime(February 10, 1952)

1

Joined the Company

June 2008

Director, Senior Executive Officer

July 2012

Director, Managing Executive Officer

June 2014

Representative Director and President, Chief
Executive Officer

June 2019

Representative Director Chairman(incumbent)

Reelection

Number of theCompany’s
shares owned

48,802

Reasons for nomination as candidate for Director
Hiroyuki Shime had been Representative Director and President since June 2014 and has been Representative
Director Chairman since June 2019. He has a wealth of experience and knowledge regarding the business andcorporate management of the UNITIKA Group (the “Group”). As Chairman of the Board of Directors, he haspromoted the strengthening of an effective governance system and has contributed to the sustainable growth of
the Group and the enhancement of corporate value.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to continue to fulfill important roles in management and supervision of business execution in order to enhance
the Group’s corporate value.
Apr. 1983

Shuji Ueno
(December 8, 1957)
Reelection
2

Joined the Company

June 2012

Director, Executive Officer

July 2012

Director, Senior Executive Officer

Apr. 2015

Director, Managing Executive Officer

June 2015

Representative Director, Managing Executive
OfficerJune 2019

Representative Director and President, Chief
Executive Officer (incumbent)

30,061[Current Responsibility]
Audit office
Reasons for nomination as candidate for Director
Shuji Ueno has held important positions in research and development, corporate planning, etc., and has promoted
portfolio reform as Representative Director and Managing Executive Officer since June 2015. He worked withstrong leadership in formulating and executing the Medium-Term Management Plan as Representative Director
and President since June 2019 and has contributed to improving the corporate value of the Group.
The Company rates his past performance highly, and has nominated him as a candidate for reelection because it
expects him to continue to fulfill important roles in problem solving such as steady execution of the MediumTerm Management Plan and increasing the corporate value of the Group.

-7-

Candidate
No.

Name
(Date of birth)

Eiji Sumi(August 27, 1961)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984

Joined The Sanwa Bank, Limited (currently
MUFG Bank, Ltd.)

June 2013

Executive Officer, Managing Director Head of
Global Compliance Division of the Bank ofTokyo-Mitsubishi UFJ, Ltd. (currently MUFG
Bank, Ltd.) and Executive Officer, Managing
Director of Global Compliance Division of
Mitsubishi UFJ Financial Group

June 2015

Director and Senior Managing Executive
Officer of Mitsubishi UFJ Research andConsulting Co., Ltd.

Apr. 2020

Advisor of the Company (Full-time)

June 2020

Director, Managing Executive Officer(incumbent)

Reelection
3

Number of theCompany’s
shares owned

3,171[Current Responsibility]
General Manager of Administration Division
Reasons for nomination as candidate for Director
In addition to his specialized knowledge and business experience in financial organizations, Eiji Sumi also has
extensive knowledge and experience acquired by serving as a director of a think-tank consulting firm. Since June
2020, he has overseen the Administration Division as a Director, Managing Executive Officer of the Company
and contributed to improving the corporate value of the Group, including strengthening the financial structure
and information security systems.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to continue to fulfill important roles in solving problems for the Group.
Masakazu Kitano(March 17, 1960)
Reelection

4

Joined the Company

June 2021

Director, Senior Executive Officer(incumbent)[Current Responsibility]
General Manager of Technology Development Division andGeneral Manager of Production

12,240Reasons for nomination as candidate for Director
Masakazu Kitano has a wide range of knowledge and experience in manufacturing and research & development
for the Group, and has held key positions including General Manager of Technology Development Division as
well as president of a major group company. Since June 2021, he has contributed to improving the corporate valueof the Group and fulfilled important responsibilities in research and development as Director, Senior Executive
Officer.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to continue to fulfill important roles to strengthen research and development and production technology for
the Group.
Tsunetoshi Matsuda(April 23, 1961)
Reelection

5

Apr. 1985

Apr. 1986

Joined the Company

June 2021

Director, Senior Executive Officer(incumbent)[Current Responsibility]
General Manager of Polymers Sector
Global Business Promotion Division, Based in Tokyo Office

13,416

Reasons for nomination as candidate for Director
Tsunetoshi Matsuda has a wide range of knowledge and experience in the business of the Group and has held key
positions including General Manager of Research & Development Center and General Manager of Polymers
Sector. Since June 2021, he has contributed to improving the corporate value of the Group and fulfilled important
responsibilities in global promotion while improving profitability of Polymers Sector as Director, Senior
Executive Officer.
The Company rates his performance highly and has nominated him as a candidate for reelection because it expects
him to continue to fulfill important roles to operate and strengthen the business of the Group.

-8-

Candidate
No.

Name
(Date of birth)

Minoru Furukawa(June 13, 1943)
Reelection
OutsideIndependent
6

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1966

Joined Hitachi Zosen Corporation

Apr. 2005

Representative Director, President of Hitachi
Zosen Corporation

June 2010

Representative Director, Chairman andPresident of Hitachi Zosen Corporation

Apr. 2013

Representative Director, Chairman and Chief
Executive Officer of Hitachi Zosen
Corporation

Apr. 2016

Representative Director, Chairman of Hitachi
Zosen Corporation

June 2016

Outside Director of the Senshu Ikeda Bank,
Ltd.

Apr. 2017

Director, Advisor of Hitachi Zosen
Corporation

June 2017

Outside Director of Senshu Ikeda Holdings,
Inc. (incumbent)

June 2017

Non-Executive Director of the Senshu Ikeda
Bank, Ltd. (incumbent)

June 2017

Outside Director of the Company (incumbent)

June 2018

Outside Director of OKK CORPORATION(incumbent)

Number of theCompany’s
shares owned

13,177[Significant concurrent positions outside the Company]
Outside Director of Senshu Ikeda Holdings, Inc.
Non-Executive Director of the Senshu Ikeda Bank, Ltd.
Outside Director of OKK CORPORATION
Reasons for nomination as candidate for outside Director and outline of expected role
Minoru Furukawa has extensive experience and advanced knowledge backed by his past achievements including
demonstrating excellent management skill over many years as the representative director of a listed company,
past performance as outside director and outside audit & supervisory board member in other companies, andserving in key positions in the Osaka Chamber of Commerce and Industry and the Kansai Economic Federation.
The Company has nominated him as a candidate for reelection because it expects him to fulfill important roles inincreasing the corporate value of the Group by providing management supervision and recommendations to the
management of the Company as an outside Director by leveraging his past experience and knowledge in the
aforementioned fields.

-9-Candidate
No.

Name
(Date of birth)

Michihiko Ota(December 8, 1952)
Reelection
OutsideIndependent
7

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

Joined Marubeni Corporation

Apr. 2012

Senior Executive Vice President of Marubeni
Corporation

Apr. 2013

Senior Executive Vice President, Regional
COO for ASEAN, Regional CEO for East
Asia, Regional COO for Southwest Asia of
Marubeni Corporation
Managing Director, Marubeni ASEAN Pte.
Ltd.

June 2014

Senior Executive Vice President of Marubeni
Corporation

Apr. 2015

Vice Chairman of Marubeni Corporation

June 2016

Outside Board Member of XEBIOHOLDINGS CO., LTD. (incumbent)

June 2017

Outside Corporate Auditor of SAISONAUTOMOBILE&FIRE INSURANCE CO.,LTD

Mar. 2018

Outside Director of OYO Corporation

June 2019

Outside Director of the Company (incumbent)

Number of theCompany’s
shares owned

4,635[Significant concurrent positions outside the Company]
Outside Board Member of XEBIO HOLDINGS CO., LTD.
Reasons for nomination as candidate for outside Director and outline of expected role
Michihiko Ota has held key positions such as a representative director of a listed company and possesses past
performance as outside director and outside audit & supervisory board member in other companies. He hasadvanced knowledge in global business cultivated in trading companies and experience regarding corporate
management.
The Company has nominated him as a candidate for reelection because it expects him to fulfill important roles inincreasing the corporate value of the Group by providing management supervision and recommendations to the
management of the Company as an outside Director by leveraging his past experience and knowledge in the
aforementioned fields.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2010

Associate Professor, the Department of
Economics, Faculty of Economics of KONAN
University

Apr. 2016

Professor, the Department of Economics,
Faculty of Economics of KONAN University(incumbent)

June 2021

Outside Director of the Company (incumbent)

Noriko Ishikawa(April 26, 1971)(Name as shown on thefamily register: Noriko Ito)
Reelection
OutsideIndependent
8

Number of theCompany’s
shares owned

2,752[Significant concurrent positions outside the Company]
Professor, the Department of Economics, Faculty of
Economics of KONAN University

Reasons for nomination as candidate for outside Director and outline of expected role
Noriko Ishikawa has been engaged in university education for many years and has been Professor in the
Department of Economics, Faculty of Economics of KONAN University since April 2016. She has advanced
knowledge about regional policies such as social contribution, and has contributed to management supervision
including proposals for the Company’s sustainability initiatives.
Although she does not have experience in corporate management other than functioning as an outside officer, theCompany has nominated her as a candidate for reelection because it expects her to fulfill an important role inincreasing the corporate value of the Group by providing management supervision and recommendations to the
management of the Company as an outside Director by leveraging her past experience and knowledge in the
aforementioned fields.
Notes:

1. All of the Company’s shares owned by each candidate are common shares.
2. The number of the Company’s shares owned includes each candidate’s shareholding under the officer stock
ownership association.
3. There are no special interests between each candidate and the Company.
4. Minoru Furukawa, Michihiko Ota and Noriko Ishikawa are candidates for outside Director.
5. The period of office of Minoru Furukawa as outside Director will be five years, and of Michihiko Ota as outside
Director will be three years, and of Noriko Ishikawa as outside Director will be one year at the close of this meeting.
6. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company has entered into alimited liability agreement with Minoru Furukawa, Michihiko Ota and Noriko Ishikawa to limit the liability fordamages under Article 423, paragraph 1 of the Act. The maximum liability amount under the said agreement shallbe an amount provided for by Article 425, paragraph 1 of the Companies Act. If their reelections are approved, theCompany plans to renew this agreement with them.
7. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This policy covers the insured’s losses and suchcosts as court expenses incurred from claims for damages arising from an act (including nonfeasance) carried out
by the insured including the Company’s Directors. (However, in order to ensure that appropriateness of theinsureds’ execution of duties would not be impaired, this policy does not apply to damages and other losses arisingfrom an act committed by the insureds if they are aware that such act would violate laws and regulations.) If thecandidates are elected and assume office as Director, they will be included as insureds in the said insurance policy.
In addition, the Company plans to renew the policy with details of the same degree at the time of next renewal.
8. The Company has submitted notification to Tokyo Stock Exchange, Inc. that Minoru Furukawa, Michihiko Ota
and Noriko Ishikawa have been designated as independent officers as provided for by the aforementioned exchange.

- 11 -

Reference: If Proposal No. 3 is approved per the original draft, the composition of directors will be as follows:
Skills and Experience
Name

Position in the Company

Type

Representative Director
Chairman
Representative Director
Shuji Ueno
and President
Executive Officer
Director
Eiji Sumi
Managing Executive
Officer
Director
Masakazu Kitano
Senior Executive Officer
Hiroyuki Shime

Tsunetoshi
MatsudaCorporate
Management
Sales
Corporate
Marketing
Planning●

Director

Michihiko Ota

Director

Noriko Ishikawa

Director

Legal
Risk Management

R&D
Manufacturing●

Global

●
●

●

●

●
●

●
OutsideIndependent
OutsideIndependent
OutsideIndependent●

Sustainability
Personnel and Human
Resources
Development●●

Director
Senior Executive Officer

Minoru Furukawa

Finance
Accounting

●
●

●

●
●
●
●

●
●

Note: The above list does not represent all the skills and experience of the directors.

- 12 -

Proposal No. 4
Election of One (1) Audit & Supervisory Board Member
At the conclusion of this meeting, the term of office of Audit & Supervisory Board Member Mitsuhiro
Morikawa will expire. Therefore, the Company proposes the election of one Audit & Supervisory Board
Member.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Apr. 1985

Joined the Company

May 2009

General Manager of Environment System
Design & Construction Department,
Environment & Engineering Division

June 2010

General Manager of Environment
Engineering Department, Environment &Engineering Division

July 2012

General Manager of Corporate Control
Department, Corporate Planning Division

Shigeru Sugisawa(August 7, 1961)

Apr. 2015

Deputy General Manager of Corporate
Planning Department, Corporate Planning
DivisionNew

Apr. 2017

General Manager of Corporate Planning
Department, Corporate Planning Division

Apr. 2020

Executive Officer, General Manager ofCorporate Planning Department

July 2020

Executive Officer, General Manager ofCorporate Management Division andGeneral Manager of Legal Affairs Office

July 2021

Executive Officer, General Manager ofCorporate Management Division

Apr. 2022

Advisor (Full-time) (incumbent)

Number of theCompany’s shares
owned

7,735

Reasons for nomination as candidate for Audit & Supervisory Board Member
Shigeru Sugisawa has a wide range of knowledge and experience in the Group’s business as General Manager of the Corporate
Planning Department and General Manager of Corporate Management Division for the Company, as well as holding theposition of Executive Officer since April 2020.
The Company has nominated him as a candidate because it expects him to accurately perform audit work for all aspects ofmanagement, business sectors, and the administration division, based on his abundant experience and knowledge.
Notes:

1. All of the Company’s shares owned by the candidate are common shares.
2. The number of the Company’s shares owned includes the candidate’s shareholding under the officer stock
ownership association.
3. There are no special interests between the candidate and the Company.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This policy covers the insured’s losses and suchcosts as court expenses incurred from claims for damages arising from an act (including nonfeasance) carried out
by the insured including the Company’s Audit & Supervising Board Members. (However, in order to ensure thatappropriateness of the insureds’ execution of duties would not be impaired, this policy does not apply to damages
and other losses arising from an act committed by the insureds if they are aware that such act would violate laws
and regulations.) If the candidate is elected and assumes office as Audit & Supervising Board Member, he will be
included as an insured in the said insurance policy. In addition, the Company plans to renew the policy with detailsof the same degree at the time of next renewal.

- 13 -

Proposal No. 5:
Election of One (1) Substitute Audit & Supervisory Board Member
The Company proposes the election of one substitute Audit & Supervisory Board Member, in preparation fora case where the number of the Company’s Audit & Supervisory Board Members falls short of the number
required by laws and regulations.
The Company has obtained the consent of the Audit & Supervisory Board for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Jiro Kobayashi(June 4, 1945)
OutsideIndependent

Career summary and position in the Company, andsignificant concurrent positions outside the Company
Apr. 1974

Number of theCompany’s shares
ownedRegistered as attorney at law (incumbent)[Significant concurrent positions outside the Company]
President of Kobayashi Law Office200

Reasons for nomination as candidate for substitute outside Audit & Supervisory Board Member
Jiro Kobayashi has a wealth of legal knowledge that he has built up as an attorney at law over many years. He does not haveexperience in corporate management, but he has sufficient knowledge including his thorough knowledge of corporate legal
affairs as an attorney.
The Company has nominated him as a candidate because it expects him to perform the duties of an outside Audit &Supervisory Board Member appropriately by leveraging his past experience and knowledge.
Notes:

1. All of the Company’s shares owned by the candidate are common shares.
2. There are no special interests between the candidate and the Company.
3. Jiro Kobayashi is a candidate for substitute outside Audit & Supervisory Board Member. He satisfies therequirements for an independent officer as provided for by Tokyo Stock Exchange, Inc.
4. Pursuant to the provisions of Article 427, paragraph 1 of the Companies Act, the Company will enter into a limited
liability agreement with Jiro Kobayashi to limit the liability for damages under Article 423, paragraph 1 of the Act
in the event he assumes the office of outside Audit & Supervisory Board Member. The maximum liability amountunder the said agreement shall be an amount provided for by Article 425, paragraph 1 of the Companies Act.
5. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph 1 of the Companies Act with an insurance company. This policy covers the insured’s losses and suchcosts as court expenses incurred from claims for damages arising from an act (including nonfeasance) carried out
by the insured including the Company’s Audit & Supervising Board Members. (However, in order to ensure thatappropriateness of the insureds’ execution of duties would not be impaired, this policy does not apply to damages
and other losses arising from an act committed by the insureds if they are aware that such act would violate laws
and regulations.) If Jiro Kobayashi is elected and assumes office as Audit & Supervising Board Member, he will
be included as an insured in the said insurance policy. In addition, the Company plans to renew the policy withdetails of the same degree at the time of next renewal.

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