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

Securities Code: 7942
June 9, 2022
To Our Shareholders:
Tomohiko Okubo, President and Representative Director
JSP Corporation
3-4-2 Marunouchi, Chiyoda-ku, Tokyo

Notice of the 64th Annual General Meeting of Shareholders
We would like to notify you that JSP Corporation (the “Company”) will hold its 64th Annual General Meeting of
Shareholders as follows.
If you are not attending the Meeting on the date, you may exercise your voting rights by either of thefollowing methods. Please examine the Reference Documents for the General Meeting of Shareholders below,
and exercise your voting rights.
[In case of exercising your voting rights in writing]
Please indicate your approval or disapproval of the proposals on the enclosed Voting Rights Exercise Formand return it so that it arrives no later than 5:30 p.m. on Tuesday, June 28, 2022 (JST).
[In case of exercising your voting rights by electromagnetic means (via the Internet)]
Please access the voting website designated by the Company (https://evote.tr.mufg.jp/) and follow the onscreen instructions to enter your approval or disapproval of the proposals by 5:30 p.m. on Tuesday, June 28,2022 (JST).
If you exercise your voting rights both by the Voting Rights Exercise Form and by electromagnetic means(via the Internet), the exercise of voting rights by electromagnetic means (via the Internet, etc.) shall bedeemed valid. If you exercise your voting rights more than once by electromagnetic means (such as via theInternet, etc.), the last exercise of voting rights shall be deemed effective.
1. Date and Time: Wednesday, June 29, 2022 at 10:00 a.m. (JST) (the reception starts at 9:00 a.m.)
2. Venue:
Conference Room of the Company Head Office (Shin Nisseki Bldg., 5th Floor)
3-4-2 Marunouchi, Chiyoda-ku, Tokyo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Board for the 64th Fiscal Year (from
April 1, 2021 to March 31, 2022).
2. Non-consolidated Financial Statements for the 64th Fiscal Year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of 12 Directors
Proposal No. 3
Revision of Remuneration Amount for Directors-1-1. If you are attending the Meeting on the date, please submit the enclosed Voting Rights Exercise Form at the reception of the Meetingvenue.
2. Of the documents to be provided in this Notice of Convocation, the following items are posted on the Company’s website inJapanese (https://www.co-jsp.co.jp/)in accordance with laws and regulations and Article 14 of the Company’s Articles ofIncorporation
Reference:
Englishhttps://www.co-jsp.co.jp/english/(1) Systems to ensure the appropriateness of Business Report and the status of operation of such systems(2) Notes to Consolidated Financial Statements(3) Notes to Non-consolidated Financial Statements
3. If there is a need to correct the stated matters in the Reference Documents for the General Meeting of Shareholders, Business
Report, Non-consolidated Financial Statements and Consolidated Financial Statements, they will be posted on the Company
website in Japanese (https://www.co-jsp.co.jp/).
Reference:
Englishhttps://www.co-jsp.co.jp/english/
There will be no gifts to shareholders attending the General Meeting of Shareholders. We would appreciate your understanding.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal
Since 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 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in preparation for the
introduction of the system for providing informational materials for the general meeting of shareholders inelectronic format.
(1) Article 14, paragraph (1) in “Proposed amendments” below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for the general
meeting of shareholders, etc. in electronic format.
(2) Article 14, paragraph (2) in “Proposed amendments” below will establish the provision to limit the scopeof the items to be stated in the paper-based documents to be delivered to shareholders who requested thedelivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc. (Article 14 of the current Articles of Incorporation) will no longer
be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementary provisions
regarding the effective date, etc. will be established.
2. Details of the amendments
The details of the amendments are as follows:(Underlined parts indicate amendments.)
Current Articles of Incorporation

Proposed amendments

Article 14. (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
If the Company discloses information concerning theconvocation of a general meeting of shareholders that is to be(Deleted)stated or indicated in the reference documents for the general
meeting for shareholders, business report, financial statements
and/or consolidated financial statements through the Internet inaccordance with the provisions prescribed by the Ordinance ofthe Ministry of Justice, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)

Article 14. (Measures, Etc. for Providing Information inElectronic Format)
1.

When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.

2.

Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ordinance of the Ministry of Justicefrom statements in the paper-based documents to bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

-3-Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary Provisions)
Article 1. (Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
1.

The deletion of Article 14 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 14 (Measures, Etc. for Providing
Information in Electronic Format) in the amended Articles
of Incorporation shall be effective from the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).

2.

Notwithstanding the provisions of the preceding
paragraph, Article 14 of the pre-amended Articles ofIncorporation 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 be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-4-

<Reference>
The system for providing information in electronic format is a system under which informational materials for thegeneral meeting of shareholders can be provided to shareholders by posting them on a website such as theCompany’s website and notifying shareholders in writing of the website address and other relevant information.
Since the system for providing information in electronic format is mandatory for listed companies, the system will
be applied to the Company beginning with the next annual general meeting of shareholders scheduled to be held in
June 2023.
Conceptual image of the system for providing information in electronic format-5-Proposal No. 2

Election of 12 Directors

At the conclusion of this meeting, the terms of office of all 11 Directors will expire. In that regard, the Company
proposes the election of 12 Directors, increasing the number of Directors by one to enhance the management
system.
The candidates for Directors are as follows.
Attendance at
Candidate
No.

Name

Current position and responsibility in the Company

Attributes

Board ofDirectors
meetings

1

Yukio Sakai

Chairman and Representative Director

Re-election

2

Tomohiko Okubo

President and Representative Director

Re-election

3

Koichi Wakabayashi

Director
Executive Vice President in charge of Extrusion

Re-election

Business Division and Corporate Planning Division
Director
4

Yasuo Oikawa

Senior Executive Officer in charge of Bead

Re-election

Business Division and Global Business Division100%(16/16 times)
100%(12/12 times)
100%(16/16 times)
100%(16/16 times)

Director
5

Hisao Tokoro

Senior Executive Officer, General Manager of New
Business Development Division and MA

Re-election

100%(16/16 times)

Promotion
Director
6

Kosuke Uchida

Executive Officer, General Manager of General &Personnel Affairs Division, in charge of Internal

Re-election

100%(16/16 times)

Audit Department
Director
7

Yasushi Komori

Executive Officer, General Manager of Finance &Re-election

100%(12/12 times)

Accounting Division and Accounting Department
Director
8

Yoshikazu Shima

Executive Officer, in charge of Research &Re-election

Development DivisionRe-election
9

Kazufumi Yanaga

Director

OutsideIndependentRe-election10

Hisashi Shinozuka

100%(12/12 times)

Director

OutsideIndependent100%(16/16 times)
100%(16/16 times)

Re-election
11

Takayuki Ikeda

Director

OutsideIndependent100%(12/12 times)

New election
12

Kiyoshi Itou-

OutsideIndependentRe-election

Candidate for Director to be re-elected

New election
OutsideCandidate for Director to be newly elected
Candidate for Outside Director

Independent

Independent officer as defined by the securities exchange and others-6--Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
June 2005
June 2006

June 2009
Re-election
Yukio Sakai(November 14, 1953)

1

Attendance at Board of
Directors meetings
16/16 times

June 2010
June 2011
June 2012
June 2014

Apr. 2015
June 2015
June 2016
June 2021

Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
Plant Manager of Mizushima Plant
Executive Officer, General Manager ofPlanning & Development Division of Aromatic
Chemicals Company, and General Manager ofAromatic Division I of Aromatic Chemicals
Company
Audit & Supervisory Board member of theCompany
Executive Officer and General Manager ofAromatic Division I of Aromatic Chemicals
Company of MITSUBISHI GAS CHEMICALCOMPANY, INC.
Executive Officer and President of Aromatic
Chemicals Company
Director, Managing Executive Officer, andPresident of Aromatic Chemicals Company
Director, Managing Executive Officer, andPresident of Natural Gas Chemicals Company
Representative Director, Senior Managing
Executive Officer, and President of Natural Gas
Chemicals Company
Representative Director
Adviser to the Company
Vice President, Representative Director, andAssistant to the President
President and Representative Director
Chairman and Representative Director (current
position)

Number of theCompany’s shares
owned

16,040Reasons for nomination as candidate for Director
Yukio Sakai has abundant achievements and experience, having served in important positions at MITSUBISHI GASCHEMICAL COMPANY, INC., our parent company, including the position of Representative Director assumed in
2014. In addition, he has been involved in management of the Company as Audit & Supervisory Board member foreight years since 2006, Vice President and Representative Director since 2015, and President and Representative
Director since 2016. We have nominated him as candidate for Director, because he is expected to strengthen theeffectiveness of the decision-making and supervisory function of the Board of Directors by utilizing such achievements
and experience as a management executive.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
June 2001

June 2006

June 2009
June 2010
Oct. 2014

Apr. 2015
Re-election
Tomohiko Okubo(April 26, 1961)

2

Attendance at Board of
Directors meetings
12/12 times

Apr. 2016

Nov. 2018

Apr. 2019

June 2019

Apr. 2020

Apr. 2021
June 2021

Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
Manager of Sales & Marketing Department of
Aromatic Division II of Aromatic Chemicals
Company
General Manager of Management Division ofMizushima Plant of Aromatic Chemicals
Company
General Manager of Corporate
Communications Division
Manager of Marketing Department of Methanol
Division of Natural Gas Chemicals Company
Manager of Business Development Departmentof Methanol Division of Natural Gas Chemicals
Company
General Manager of Methanol Division andManager of Business Development Departmentof Methanol Division of Natural Gas Chemicals
Company
Executive Officer, General Manager ofMethanol Division and Manager of Business
Development Department of Methanol Divisionof Natural Gas Chemicals Company
Executive Officer and General Manager ofMethanol Division of Natural Gas Chemicals
Company
Managing Executive Officer in charge of
Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Director, Managing Executive Officer in chargeof Administrative Management of LNG Project
Team, and President of Natural Gas Chemicals
Company
Director, Managing Executive Officer in chargeof Administrative Management of LNG Project
Team, and in charge of Basic Chemicals
Business Sector
Director
President and Representative Director of theCompany (current position)

Number of theCompany’s shares
owned

2,784

Reasons for nomination as candidate for Director
Tomohiko Okubo has abundant experience and knowledge in business operations and corporate management, having
served in important positions at MITSUBISHI GAS CHEMICAL COMPANY, INC., our parent company, including theposition of Director assumed in 2019. We have nominated him as candidate for Director, because he is expected tostrengthen the effectiveness of the decision-making and supervisory function of the Board of Directors by utilizing suchachievements and experience.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 2001
June 2004
Apr. 2010
June 2010

June 2012
Re-election

3

Koichi Wakabayashi(July 28, 1957)

June 2014

Attendance at Board of
Directors meetings
16/16 times

June 2015

Apr. 2018
June 2018
Apr. 2021

June 2021

Joined the Company
Leader of Production Technology Group ofIndustrial Materials Company
Manager of Industrial Materials Department of
Living and Industrial Materials Company
Manager of Living and Industrial Materials
Business Department of Business Division I
Executive Officer and Manager of Living andIndustrial Materials Business Department of
Business Division I
Director, Executive Officer, and Manager of
Living and Industrial Materials Business
Department of Business Division I
Director, Senior Executive Officer, andManager of Living and Industrial Materials
Business Department of Business Division I
Director, Senior Executive Officer, General
Manager of Business Division I, and Manager
of Living and Industrial Materials Business
Department
Director, Senior Executive Officer, and General
Manager of Business Division I
Director, Senior Managing Executive Officer,
and General Manager of Business Division I
Director and Senior Managing Executive
Officer in charge of Extrusion Business
Division
Director and Executive Vice President in chargeof Extrusion Business Division and Corporate
Planning Division (current position)

Number of theCompany’s shares
owned

13,100Reasons for nomination as candidate for Director
Koichi Wakabayashi has abundant achievements and experience in the overall management, being well versed inbusiness management of the extrusion business sector as the supervisory manager of the said sector. We have nominatedhim as candidate for Director, because he is expected to strengthen the effectiveness of the decision-making andsupervisory function of the Board of Directors by utilizing such achievements and experience.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Feb. 1986
Feb. 1996
Apr. 2001
Apr. 2002
Apr. 2006
Apr. 2010
June 2010
June 2011

June 2012
Re-election
Yasuo Oikawa(January 26, 1958)
Apr. 2013

4

Attendance at Board of
Directors meetings
16/16 times

June 2014

June 2017
June 2018
June 2020

Apr. 2021

Joined the Company
Temporarily transferred to ARCO/JSP (current
JSP International LLC)
Vice President of JSP International S.A.R.L.
Leader of Overseas Business Group ofOverseas Business Division of the Company
Director and President of JSP Foam Products
PTE. LTD.
Manager of Overseas Department of Advanced
Materials Company of the Company
Manager of New Business Promotion Office
Executive Officer and Manager of New
Business Promotion Office
Executive Officer, General Manager ofResearch & Development Division, andManager of New Business Promotion OfficeDirector, Executive Officer, General Manager
of Research & Development Division, Manager
of New Business Development Office, and in
charge of Intellectual Property Business
Division
Director, Executive Officer, General Manager
of Research & Development Division, andManager of New Business Development OfficeDirector, Senior Executive Officer, General
Manager of Research & Development Division,and Manager of New Business Development
OfficeDirector, Senior Executive Officer, and Deputy
General Manager of Business Division II
Director, Senior Managing Executive Officer,
and General Manager of Business Division II
Director, Senior Managing Executive Officer,
General Manager of Business Division II, andin charge of Overseas Business Division
Director and Senior Executive Officer in chargeof Bead Business Division and Global Business
Division (current position)

Number of theCompany’s shares
owned

12,777Significant concurrent positions outside the Company
Director and Chairman of JSP International Group LTD.
Representative Director of KOSPA CORPORATION
Reasons for nomination as candidate for Director
Yasuo Oikawa has abundant achievements and experience in overall management as the supervisory manager of theBead Business Division. In addition, he is also well versed in research and development, new business development andoverseas business management. We have nominated him as candidate for Director, because he is expected to strengthen
the effectiveness of the decision-making and supervisory function of the Board of Directors by utilizing suchachievements and experience.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Jan. 1989
Apr. 2001
Apr. 2002

Apr. 2009
Apr. 2012
Re-election
Hisao Tokoro(July 9, 1958)

5

Attendance at Board of
Directors meetings
16/16 times

June 2013

June 2014

June 2016

June 2018

June 2019

Joined the Company
Temporarily transferred to ARCO/JSP (current
JSP International LLC)
Leader of Production Technology Group of
Advanced Materials Company of the Company
Plant Manager of Kanuma No. 2 Plant andLeader of Production Technology Group of
Advanced Materials Company
Plant Manager of Yokkaichi No. 2 Plant
Deputy Manager of Advanced Materials Sales
Division and Manager of Development
Department of Business Division II
Executive Officer and Deputy Manager ofAdvanced Materials Sales Division of Business
Division II
Executive Officer and Deputy Manager ofAdvanced Materials Sales Division of Business
Division II, and in charge of Overseas Business
Department
Executive Officer and Deputy Manager ofAdvanced Materials Sales Division of Business
Division II, and in charge of Special
Applications Sales Departments I and II
Senior Executive Officer and General Manager
of New Business Development Division and
MA Promotion
Director, Senior Executive Officer and General
Manager of New Business Development
Division and MA Promotion (current position)

Number of theCompany’s shares
owned

11,434

Reasons for nomination as candidate for Director
Hisao Tokoro has abundant achievements and experience in overall management as the supervisory manager of the new
business development sector. In addition, he is also well versed in business management of the bead business. We havenominated him as candidate for Director, because he is expected to strengthen the effectiveness of the decision-making
and supervisory function of the Board of Directors by utilizing such achievements and experience.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
Apr. 2008

June 2009

June 2016
Re-election
Kosuke Uchida(June 20, 1960)

6

Attendance at Board of
Directors meetings
16/16 times

June 2017

June 2018

Apr. 2021

June 2021

7

Joined the Company
Manager of General Affairs Department andSecretary Group of Corporate Management
DivisionManager of General Affairs Department andSecretary Group of General & Personnel
Affairs Division
Executive Officer and Manager of General
Affairs Department and Secretary Group ofGeneral & Personnel Affairs Division
Executive Officer, Manager of General Affairs
Department of General & Personnel Affairs
Division, and in charge of Internal Control
Department (current Internal Audit Department)
Director, Executive Officer, and in charge ofCorporate Planning Department and Internal
Audit Department
Director, Executive Officer, General Manager
of Corporate Planning Division, and in chargeof Internal Audit Department
Director, Executive Officer, General Manager
of General & Personnel Affairs Division, and in
charge of Internal Audit Department (current
position)

Number of theCompany’s shares
owned

11,506

Reasons for nomination as candidate for Director
Kosuke Uchida has served in important positions in corporate planning, internal control and other sectors besides thegeneral affairs sector, as well as having been involved in strengthening corporate governance. We have nominated him
as candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such achievements and experience.
Jan. 2005
Joined the Company
Re-election
Apr. 2010
Manager of Accounting Department of Finance& Accounting Division
Yasushi Komori
June 2019
Executive Officer, and General Manager of(July 22, 1963)
4,265
Finance & Accounting Division andAccounting Department
Attendance at Board ofJune 2021
Director, Executive Officer and General
Directors meetings
Manager of Finance & Accounting Division
12/12 times
and Accounting Department (current position)
Reasons for nomination as candidate for Director
Yasushi Komori has been in charge of the finance and accounting sector for a long time, strengthening the managementbase of our Group from the aspect of corporate accounting. We have nominated him as candidate for Director, because
he is expected to strengthen the effectiveness of the decision-making and supervisory function of the Board of Directors
by utilizing such achievements and experience.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1988
June 2009

June 2013
Re-election

Apr. 2016

Yoshikazu Shima(January 21, 1964)

8

Attendance at Board of
Directors meetings
12/12 times

Apr. 2017
Apr. 2020

Apr. 2021
June 2021

9

Joined MITSUBISHI GAS CHEMICALCOMPANY, INC.
General Manager of Research & Technology
Division of Niigata Plant of Natural Gas
Chemicals Company
General Manager of Niigata ResearchLaboratory of Natural Gas Chemicals Company
General Manager of Niigata ResearchLaboratory of Natural Gas Chemicals Company
and General Manager of Biotechnology R&D
Center of Niigata Research Laboratory of
Natural Gas Chemicals Company
General Manager of Research & Development
Division
Executive Officer and General Manager ofResearch & Development Department ofResearch & Development Division
Specially Appointed Executive (current
position)
Director and Executive Officer in charge of
Research and Development Division of theCompany (current position)

Number of theCompany’s shares
owned

724

Reasons for nomination as candidate for Director
Yoshikazu Shima has abundant knowledge and experience in the chemical industry, having served in important
positions at MITSUBISHI GAS CHEMICAL COMPANY, INC., our parent company. We have nominated him as
candidate for Director, because he is expected to strengthen the effectiveness of the decision-making and supervisory
function of the Board of Directors by utilizing such knowledge and experience for our management.
Apr. 1974
Joined Mitsubishi Metal Corporation (current
Mitsubishi Materials Corporation)
Apr. 1998
Deputy General Manager of General Affairs
Dept.
Oct. 1998
Deputy General Manager of Human Resources
Dept.
Feb.
2002
Temporarily transferred to Sumitomo
Re-election
Mitsubishi Silicon Corp. (current SUMCO
OutsideCorporation)
Independent
Apr. 2005
Executive Officer and Head of Planning Officeof SUMCO Corporation
Kazufumi Yanaga
609
Apr. 2006
Director and Managing Executive Officer(March 7, 1952)
Apr. 2009
Director and Senior Managing Executive
Attendance at Board of
Officer
Directors meetings
Apr. 2012
Full-time Adviser
16/16 times
May 2013
Director and Vice President of Diasalt
Corporation
Apr. 2014
President and Representative Director
Apr. 2016
Director and Counsellor
Apr. 2017
Counsellor
June 2019
Outside Director of the Company (current
position)
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Kazufumi Yanaga as candidate for Outside Director because he has abundant achievements andexperience in the overall management, having been involved in corporate management for a long time.
We expect that he will utilize the above abundant achievements and experience for recommendations and advice at themeetings of the Board of Directors and continue to contribute mainly to strengthening corporate governance as the
Chairperson of the voluntary Nominating Advisory Board, Remuneration Advisory Board and Governance Advisory
Board.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Oct. 1991

10

Number of theCompany’s shares
ownedJoined Komatsu Ltd.
General Manager of Istanbul Office ofInternational Division
July 1997
Vice President of Komatsu Latin-America
Corp.
May 2005
General Manager of The Americas & European
Business of Construction & Mining Equipment
Re-election
Marketing Division of Komatsu Ltd.
OutsideApr. 2007
President and COO of Komatsu America Corp.
Independent
Apr. 2012
Senior Executive Officer and President ofConstruction Equipment Marketing Division of
Hisashi Shinozuka
Komatsu Ltd.
1,276
(July 16, 1954)
June 2013
Director, Senior Executive Officer andPresident of Construction Equipment Marketing
Attendance at Board of
Division
Directors meetings
Apr. 2016
Director, Senior Executive Officer, and16/16 times
President of Construction Equipment Marketing
Division
June 2017
Adviser (current position)
June 2020
Outside Audit & Supervisory Board Member of
NITTO KOHKI CO., LTD. (current position)
Outside Director of the Company (current
position)
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Hisashi Shinozuka as candidate for Outside Director because he has abundant experience anddiscernment as a management executive, having served as president and in other positions of local subsidiaries ofcompanies that engage in business globally.
We expect that he will utilize the above abundant experience, etc. to contribute to ensuring the reasonableness andappropriateness of our decision-making, mainly with advice on overseas business expansion and recommendations onimportant personnel affairs and remunerations for officers as a member of the voluntary Nominating Advisory Board,
Remuneration Advisory Board and Governance Advisory Board, and protection of minority shareholders’ interests
among others.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1981
Apr. 200711

Re-election
OutsideIndependent

Apr. 2010

Takayuki Ikeda(September 15, 1957)

June 2014

Attendance at Board of
Directors meetings
12/12 times

June 2011

June 2020
June 2021

Number of theCompany’s shares
ownedJoined Toshiba Corporation
General Manager of Storage Device Business
Division
General Manager of Corporate Innovation
Division
Senior Vice President and Director of Toshiba
Tec Corporation
President, Chief Executive Officer, and Chief
Risk Compliance Management Officer (CRO)Counsellor (current position)
Outside Director of the Company (current
position)

Significant concurrent positions outside the Company
Chairman of Japan Business Machine and Information System
Industries Association
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Takayuki Ikeda as candidate for Outside Director because he has abundant experience anddiscernment for overall management, having served for a long time as president of a company that engages in businessglobally.
We expect that he will utilize the above abundant experience, etc. to contribute to ensuring the reasonableness andappropriateness of our decision-making, mainly with advice on strengthening the management base andrecommendations on important personnel affairs and remunerations for officers as a member of the voluntary
Nominating Advisory Board, Remuneration Advisory Board and Governance Advisory Board, and protection ofminority shareholders’ interests among others.

- 15 -

0Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Apr. 2000

Number of theCompany’s shares
ownedJoined Kurita Water Industries Ltd.
General Manager of Legal Department of
Administration Division
June 2003
General Manager of Personnel and Labor
Relations Department of Administration
Division
June 2007
Executive Officer in charge of Personnel andNew election
Legal, and General Manager of Personnel andOutsideLabor Relations Department of Administration
Independent
Division
June 2009
Director and Executive General Manager ofKiyoshi Itou
Administrative Division
500(March 8, 1956)
June 2013
Managing Director and Executive General
Manager of Corporate Planning Division
Attendance at Board of
Apr.
2016
Managing Director and Executive General
Directors meetings
12
Manager of Administrative Division
Apr. 2018
Executive Senior Managing Director,
Representative Director, and Executive General
Manager of Corporate Planning Division
Apr. 2019
Executive Senior Managing Director,
Representative Director, and Executive General
Manager of Corporate Planning and Control
Division
Reasons for nomination as candidate for Outside Director and summary of expected roles
We have nominated Kiyoshi Itou as candidate for Outside Director because he has abundant achievements andexperience in the overall management, having been involved in corporate management for a long time.
We expect that he will utilize the above abundant achievements and experience to contribute to ensuring thereasonableness and appropriateness of our decision-making, mainly with advice on strengthening the management baseand recommendations on important personnel affairs and remunerations for officers as a member of the voluntary
Nominating Advisory Committee, Remuneration Advisory Board and Governance Advisory Board, and protection ofminority shareholders’ interests among others.
Notes: 1. There is no special interest between any of the candidates and the Company.
2. The section of the above “Career summary, position and responsibility in the Company, and significant concurrent
positions outside the Company” for Yukio Sakai, Tomohiko Okubo and Yoshikazu Shima includes a description of thepositions and responsibilities as persons who execute business at MITSUBISHI GAS CHEMICAL COMPANY, INC.,
our parent company, at present and in the past decade.
3. Kazufumi Yanaga, Hisashi Shinozuka and Takayuki Ikeda are candidates for Outside Director as defined in Article 2,paragraph (3), item (vii) of the Regulations for Enforcement of the Companies Act. The Company has submitted
notification to Tokyo Stock Exchange, Inc. that Kazufumi Yanaga, Hisashi Shinozuka and Takayuki Ikeda have been
designated as independent officers as provided for by the aforementioned exchange. If they are elected in the originalform of this proposal, they will continue to be independent officers. In addition, if Kiyoshi Itou is elected in the originalform of this proposal, he will become a new independent officer.
4. The Company has entered into a limited liability agreement with Kazufumi Yanaga, Hisashi Shinozuka and Takayuki
Ikeda to limit their liability under Article 423, paragraph (1) of the Companies Act to an amount as provided for by
Article 425, paragraph (1) of the same Act. If their re-election is approved, the Company plans to renew the above
limited liability agreement with each one of them. If Kiyoshi Itou is elected, the Company plans to enter into the same
limited liability agreement with him.
5. Kazufumi Yanaga, Hisashi Shinozuka and Takayuki Ikeda are currently Outside Directors of the Company, and at theconclusion of this Annual General Meeting of Shareholders, their tenure will have been three years for Kazufumi
Yanaga, two years for Mr. Hisashi Shinozuka and one year for Takayuki Ikeda.
6. The Company has concluded a directors’ and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, paragraph (1) of the Companies Act, and it insures officers (Directors, Audit & Supervisory
Board members, Executive Officers, etc.), including those of subsidiaries. Such insurance agreement will cover damages
and litigation costs that the insured would have to bear in the event of a claim from a shareholder, third party, or otherparty. However, damages caused by criminal acts, etc. committed by the insured are not covered. If the candidates areelected as Directors and assume their positions, they will become the insured of the insurance agreement.

- 16 -

<Reference>
Expertise and experience of Directors (skills matrix) *This is expected after this General Meeting of Shareholders
Based on the recognition that the most important management issue is to continue sustainable business growth and increase corporate
value, the Company has adopted the corporate philosophy of “Creatively and Actively Contribute to Society,” and aims for the
management to earn the trust and satisfaction of all stakeholders as a globally competitive company that places emphasis on safety andenvironmental responsiveness.
The Company has also identified seven areas in which the Board of Directors should prepare for the realization of “A Global
Company for Global Society,” which is the aspiration set forth in the Company’s long-term vision “VISION2027,” which lays out thelong-term direction of the Company.
In addition, in order to improve the effectiveness of the Board of Directors, the Company has listed below the areas in which weparticularly expect individual Directors and Audit & Supervisory Board members to perform.

Name

Business
Administration& GlobalManagement

Business
Strategy &Marketing

Yukio Sakai○○

Tomohiko Okubo

○

○

○

Yasuo Oikawa
Hisao Tokoro

Koichi

ESG(Environment,
Society,
Governance)

Personnel
Finance &Accounting

Affairs &Development

R&D

of HumanResources

Production
Technology &Quality
Control

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

○

Wakabayashi

Directors○

Kosuke Uchida
Yasushi Komori○○

Yoshikazu Shima

Audit &

○

○
○

○

○

Hisashi Shinozuka

○

○

○

Takayuki Ikeda

○

○

○

Kiyoshi Itou〇

Makoto Ogawa

○

○

○
○

○

〇
○

○

○

Kazufumi Yanaga

Supervisory Yoshiaki Sawada
Board
Hideki Honda
members

○

○
○
〇

○

〇
○

○

○

○

○

○

○

○

Katsuhiko Tanabe
Up to four areas of expectation for each person are listed.
The above list does not represent all the knowledge and experience possessed by each person.

- 17 -

Criteria for Independence of Outside Directors and Outside Audit & Supervisory Board Members
An Outside Director or Outside Audit & Supervisory Board member of the Company shall be deemed not to be
independent if any of the following items applies to him/her.
1.

The spouse or a relative within the second degree of kinship of the Outside Director or Outside Audit &Supervisory Board member is currently or has been in the past three years, a Director, Audit & Supervisory
Board member, Executive Officer, Operating Officer or Manager of a company belonging to the corporategroup consisting of the parent company or subsidiaries of the parent company of the Company.

2.

The Outside Director or Outside Audit & Supervisory Board member is a director, corporate auditor, executive
officer, executive director, manager or other employee of a business partner, etc. or a corporation if thebusiness partner, etc. is a corporation that falls under any of the following.
1)

Business partners that have paid on average 2% or more of the Company’s annual consolidated net sales
to the corporate group consisting of the Company and its subsidiaries (the “the Group”) over the past
three years.
2) Suppliers that have received, on average, 2% or more of their annual consolidated net sales from theGroup over the past three years.
3) Lenders to whom the Group currently owes an amount equivalent to 2% or more of the Company’s total
consolidated assets.
3. The Outside Director or Outside Audit & Supervisory Board member is a lawyer, certified public accountant,
tax accountant, or other consultant who has received on average annual remuneration of 10 million yen or
more from the Group over the past three years (or from an organization if the person receiving the
remuneration is a member of such organization), other than remuneration as a Director or Audit & Supervisory
Board member.
4.

The Outside Director or Outside Audit & Supervisory Board member is a shareholder (or if the shareholder isa corporation, a director, corporate auditor, executive officer, executive director, or manager or other employeeof the corporation) holding 10% or more of the voting rights of the Company.

Corporate Governance of the Company
1. Basic policy
(1)

(2)
(3)
(4)

(5)

The Company has adopted a “Company with an Audit & Supervisory Board system” where the Board of
Directors makes decisions on the most important matters of the Company and strives to create anenvironment for appropriate management judgment in such decision-making.
The Company shall respect the rights and positions of all stakeholders and strive to cooperate with themappropriately.
The Company shall strive to ensure transparency to all stakeholders through appropriate information
disclosure.
As a “Company with an Audit & Supervisory Board,” the Company shall appoint independent outside
directors and auditors and ensure sound management practices by monitoring management in line with
the Company.
The Company shall engage in constructive dialogue with shareholders.

- 18 -

2.

Corporate governance system

The Company shall select to be a company with Audit & Supervisory Board, and through the establishment ofcorporate governance appropriate for the Company, it has put in place a system that allows the Board of Directors
to make the best decisions based on fair judgment and to properly fulfill its function of supervising the execution ofduties by the Directors. (Conceptual image of the corporate governance system is shown below)

General Meeting of Shareholders
Appointment/Dismissal

Appointment/Dismissal

Appointment/Dismissal

ReportBoard of Directors
11 Directors(including 3 Outside Directors)
Consult
Selection andRemoval,Supervision

Accounting Auditor
Audit & Supervisory Board
4 Audit & Supervisory Board
members (including 2 Outside
Cooperation
Audit & Supervisory Board
members)
Audit

Audit

ReportNominating Advisory Board
Remuneration Advisory
Board
Governance Advisory Board
Consult

ReportCooperation

Audit

President & Representative Director
Directives and Supervision
ReportManagement
Committee

Executive Officers Meeting

Internal Audit
Department

Business Divisions

Administrative Divisions

Audit

ReportReportRisk and Compliance
Committee

Guidance andSupervision

ReportCooperation

Group Companies* As a whistleblower system, the Company has establishedan external contact point for reporting.

The Board of Directors meets once a month in principle to deliberate and decide on matters stipulated by law and
the Articles of Incorporation as well as important management matters, and to supervise the execution of business
operations. In addition, as a supplement to the Board of Directors, a management committee consisting ofRepresentative Directors, Senior Executive Officers and above meets once a month in principle to discuss
important management matters in advance. Furthermore, the Company has adopted an executive officer system as
the business execution system. The Executive Officers Meeting, consisting of executive Directors and Executive- 19 -

Officers, meets twice a month in principle to discuss important management matters and to improve the efficiencyof business execution.
As for the compliance system, the Risk and Compliance Committee, chaired by the Director and General Managerof the General & Personnel Affairs Division, meets once a month in principle to manage compliance and risks of
the Group across the board and play a role in supporting management decisions for appropriate risk-taking by the
Board of Directors.
Three committees (Nominating Advisory Committee, Remuneration Advisory Board, and Governance Advisory
Board) have been established as voluntary advisory organizations to the Board of Directors to further strengthen
governance.
(1)

(2)

(3)

3.

Nominating Advisory Board
The Company’s Nominating Advisory Board is chaired by the top independent Outside Director andconsists of a majority of independent Outside Directors. In selecting candidates for Directors and Audit &Supervisory Board members, the Board selects suitable candidates who are able to fulfill their duties andresponsibilities, have the experience, knowledge, and abilities necessary to create medium- to long-term
corporate value, and are suitable for the position, and reports to the President & Representative Director.
Remuneration Advisory Board
The Company’s Remuneration Advisory Board is chaired by the top independent Outside Director and iscomposed of a majority of independent Outside Directors. The Board reports to the President &Representative Director on the remuneration of each Director, taking into consideration the overallbusiness environment, business conditions, performance, financial condition, and the contribution of eachindividual.
Governance Advisory Board
The Governance Advisory Board of the Company consists of at least three independent Outside Directors.
The purpose of this committee is to ensure fairness, transparency, and objectivity in transactions between
the Company and the parent company group, thereby appropriately protecting the interests of minority
shareholders and enhancing corporate governance, and it deliberates and reports on transactions with theparent company group in response to inquiries from the Board of Directors

Evaluation of Board of Directors’ effectiveness

The Company conducts an annual questionnaire on the members of the Board of Directors to assess theeffectiveness of the Board of Directors. The Board of Directors analyzes and evaluates the results of thequestionnaire and the opinions of the independent Outside Directors and Outside Audit & Supervisory Board
members with respect thereto.
For a summary of the most recent evaluation of the effectiveness of the Board of Directors, please refer to the
Corporate Governance Report, [Supplemental Principle 4-11-3 Analysis and Evaluation of the Overall
Effectiveness of the Board of Directors].
https://www.co-jsp.co.jp/sustainability/g/g_system.html

4.

Information Provision and Support System for Directors and Audit & Supervisory Board Members

The Company shall establish a support system to ensure that Directors and Audit & Supervisory Board members
have access to the information necessary to effectively fulfill their roles and responsibilities.
(1)(2)

The secretariat of the Board of Directors shall collect and provide information as necessary for Directors
and Audit & Supervisory Board members to perform their duties.
Audit & Supervisory Board members may request the appointment of employees to assist them in theiraudit duties, and when such employees assist them in their audit duties, they shall not be subject to thedirection and orders of Directors, etc.

- 20 -

Proposal No. 3
Revision of Remuneration Amount for Directors
The Company’s remuneration for Directors was approved at the 58th Annual General Meeting of Shareholders heldon June 29, 2016, with the total amount of remuneration for Directors not exceeding 400 million yen (including 30
million yen for Outside Directors), and has been approved to this day.
In order to strengthen the supervisory function of the Board of Directors, the Company increased the number of
Outside Directors by one at the 63rd Annual General Meeting of Shareholders held on June 29, 2021, and further
proposed the increase of one Outside Director in “Proposal 2: Election of 12 Directors” at this General Meeting of
Shareholders. In addition, taking into consideration that the responsibilities and expected roles of Outside Directors
will increase more and more in the future, the Company proposes that the amount of remuneration for Directors
remain unchanged at the current level of up to 400 million yen per year, of which the portion for Outside Directors
will be revised to up to 50 million yen per year. As in the past, the amount of remuneration for Directors does notinclude the amount of employee salaries for Directors who concurrently serve as employees.
This proposal was decided by the Board of Directors based on the report of the voluntary Remuneration Advisory
Board, while comprehensively considering the Company’s business scale, executive compensation system and its
payment level, the current number of executives, and future trends, and is deemed appropriate.
In addition, the Company’s policy for determining the details of remuneration, etc. for each individual Director isas described on page 43 of the Business Report.
Currently, there are 11 Directors (including three Outside Directors), but if Proposal 2 is approved as proposed,
there will be 12 Directors (including four Outside Directors)- 21 -