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.

(Stock Code 6513)
June 10, 2024
(Date of commencement of electronic provision measures: June 3, 2024)
To Shareholders with Voting Rights:
Hideki Inaba
President
Origin Company, Limited
3-3-27 Sakawa, Sakura-ku, Saitama-shi, Saitama

NOTICE OF
THE 123rd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 123rd Annual General Meeting of Shareholders of Origin Company, Limited (the“Company”) will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following websites of the Internet under “Notice of the 123rd Annual
General Meeting of Shareholders.”
The Company website:
https://www.origin.co.jp/en/ir/shares/meeting/
The information is also available on the following website.
Tokyo Stock Exchange (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
To view the information, please access the TSE website above, input the Company’s name “Origin Company”
or the securities code “6513” and click “Search,” and then click “Basic information” and “Documents for public
inspection/PR information” in this order.
If you are unable to attend the meeting, you can exercise your voting rights in advance in writing or by
the Internet. Please review the Reference Documents for the General Meeting of Shareholders in thematters subject to the electronic provision measures, and exercise your voting rights no later than 5:00
p.m. on Wednesday, June 26, 2024, Japan time.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

4F, TOIRO, Saitama Super Arena located at 8 Shintoshin, Chuo-ku, Saitama-shi,
Saitama, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
123rd Fiscal Year (April 1, 2023 - March 31, 2024) and results of audits by
the Accounting Auditor and Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of 5 Directors (excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of 3 Directors who are Audit and Supervisory Committee Members
Proposal 4:
Election of 1 Substitute Director Who Is an Audit and Supervisory Committee
Member[Matters decided on the convocation of the General Meeting of Shareholders]• Shareholders who are not physically present at the meeting can exercise their voting rights in writingor via electromagnetic methods (the Internet, etc.).
• If there is no indication of approval or disapproval on the Voting Rights Exercise Form, it shall beconsidered as an indication of approval.
• If voting rights are exercised multiple times both via the Internet and in writing with the Voting Rights
Exercise Form, the voting via the Internet shall prevail. If voting rights are exercised more than once
via the Internet, the voting rights last exercised shall be treated as effective.

•••

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception
desk.
This Notice does not include the Notes to Consolidated Financial Statements and Notes to Nonconsolidated Financial Statements in accordance with provisions of laws and regulations as well as
Article 16, Paragraph 2 of the Company’s Articles of Incorporation. (Those Notes are posted on theabovementioned websites.)Should the matters subject to the electronic provision measures require revisions, the revised versions
will be posted on the abovementioned websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company views returns to shareholders as an important managerial issue, with its basic policy of
paying stable and continuous dividends in accordance with performance, while striving for the stable growthof internal reserves and funds for the allocation of profit per share.
Considering the above dividend policy as well as the Company’s performance and so on, an ordinary
dividend of 15 yen per share is proposed for the year-end dividend.
1. Type of dividend property
Cash
2. Matters regarding allotment of dividend property to shareholders and total amount thereof
Amount per common share of the Company:
15 yenTotal amount:
84,885,945 yen
3. Effective date of dividends of surplus
June 28, 2024

-3-

Proposal 2:

Election of 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members)

The terms of office of all 5 Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same applies hereinafter in this proposal) will expire at the conclusion of this year’s Annual
General Meeting of Shareholders. Accordingly, the election of 5 Directors is proposed.
The candidates for Director have been determined at a meeting of the Board of Directors following a
recommendation by the Nomination and Remuneration Committee. Based on the status of duty execution andperformance of each candidate in the current fiscal year, the Audit and Supervisory Committee has expressed
the opinion that all candidates are suitable for Directors of the Company.
The candidates are as follows:
No.
1
2

Name
Kazuhiro Seo
Hideki Inaba

GenderMale
Male[Reappointment][Reappointment]

3

Yoshio Sato

Male

[Reappointment]

4

Yoshihiko Naito

Male[Reappointment]

5

Tatsuko Koike

Female[Reappointment][Outside][Independent]-4-

Current positions at the Company
ChairmanPresident
Director and Senior Executive
Officer
Director and Senior Executive
Officer
Director (Outside)

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company, and significant
concurrent positions
April 1978
May 2002
June 2003
April 2006
July 2007

1

2

Number ofshares of theCompany held

Joined the Company
Head of Technology Department, Equipment Division
Supervisor, Electronics Division
Head of General Affairs Department, Administration Division
Deputy General Manager and Head of General Affairs
Kazuhiro Seo
Department, Administration Division
June 2008
Director
March 28, 1955
April 2009
General Manager, Electronics Division(69 years old)
29,400
May 2010
General Manager, Electronics Division; Head of Eco-Eco
Promotion Office[Reappointment]
June 2010
Executive Officer; General Manager, Electronics Division; Headof Eco-Eco Promotion Office
June 2012
President
June 2023
Chairman, CCO, CISO (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Kazuhiro Seo had engaged in operations of the technology development department for power equipment of theCompany. After assuming the post of Director, he has been serving as President of the Company since June 2012, andChairman, CCO, and CISO since June 2023. As we deemed that he is qualified to be the leader of the vision for enhancing
the Group’s mid- and long-term corporate value with his extensive experience and knowledge as a corporate manager, wehave nominated him as a candidate for Director.
April 1987
Joined the Company
June 2012
General Manager of Power Device Department, Electronics
Division
April 2016
General Manager of Control Department, Components Division
Hideki Inaba
April 2019
General Manager of Osaka Branch
June 2019
Executive Officer; General Manager of Osaka Branch
August 4, 1964
April 2021
Executive Officer; General Manager, Components Division(59 years old)
4,600
June 2021
Director, Senior Executive Officer, General Manager,
Components Division[Reappointment]
June 2022
Director, Managing Executive Officer, General Manager,
Components Division
June 2023
President, CEO (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Hideki Inaba had accumulated experience centered in the semiconductor and precision mechanism departments since
he joined the Company. After assuming the post of Director in June 2021, he has been serving as President and CEO sinceJune 2023. As we deemed that he is qualified to strengthen the Group’s mid- and long-term business foundation based on
his track record of contributing to the development of the Company’s business, we have nominated him as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company, and significant
concurrent positions

Number ofshares of theCompany held

April 1989
November 2013

3

Joined the Fuji Bank, Limited
General Manager, Ikebukuro-Nishiguchi Branch, Mizuho Bank,
Ltd.
April 2017
General Manager, Osaka Branch
Yoshio Sato
April 2020
General Manager for Global Talent Planning and Management
Department
February 19, 1966 June 2020
Joined the Company(58 years old)
June 2020
Executive Officer; In charge of Accounting
3,000
April 2021
Executive Officer; Head of Corporate Planning Headquarters[Reappointment]
June 2021
Director, Senior Executive Officer, CSO, Head of Corporate
Planning Headquarters
June 2023
Director, Senior Executive Officer; General Manager,
Electronics Division (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Drawing on his extensive experience and knowledge in the financial institution, Mr. Yoshio Sato has led the management
strategy department after serving in the accounting department, and has been serving as Director since June 2021. At
present, he focuses on business development as General Manager of the Electronics Division, performing duties in bothmanagement control and business operations. As we deemed that he can continue contributing to the Company’ssustainable growth and to enhancing corporate value, we have nominated him as a candidate for Director.
April 1987
Joined the Company
June 2012
August 2015
June 20184

Yoshihiko Naito

June 2021

August 31, 1964
(59 years old)

April 2022

Head of System Sales Department, Mechatronics Division
Head of System Production Management Department,
Mechatronics Division
Executive Officer, General Manager, Mechatronics Division,
Head of Sales Department

Senior Executive Officer, General Manager, Mechatronics
Division, Quality Supervisor, Head of Management
Department

2,200
Senior Executive Officer; General Manager, Mechatronics
Division; Quality Supervisor, Mechatronics Division
June 2022
Director and Senior Executive Officer; General Manager,[Reappointment]
Mechatronics Division; Quality Supervisor, Mechatronics
Division; Head of Technical Head Office
June 2023
Director and Senior Executive Officer, CTO; General Manager
of R&D Headquarters; Head of R&D Planning Office; Head ofTechnical Head Office (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is not an Audit and Supervisory Committee Member]
Mr. Yoshihiko Naito had been engaged in technological development for various products as an engineer for many years,
and has contributed through the Mechatronics Division after gaining practical experience in sales and manufacturing
management. He has been serving as Director since June 2022, and currently, as General Manager of R&D Headquarters,
he leads the Company’s overall research & development, and is also in charge of human resources and general affairs basedon his multifaceted business experience. As we deemed that he can continue contributing to the Company’s sustainablegrowth and to enhancing corporate value, we have nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company, and significant
concurrent positions

Number ofshares of theCompany held

April 1980

5

Joined Ehime Broadcasting Corp. (currently Ehime
Broadcasting Co., Ltd.)
October 1981
Freelance announcer
January 2011
Registered as an Attorney-at-law (Daini Tokyo Bar Association)
January 2011
Joined Ginza Sogo Law Office (to present)
July 2018
Substitute Outside Audit & Supervisory Board Member,
Tatsuko Koike
AZEARTH Corporation (to present)
November 21, 1957 June 2019
Outside Director, the Company (to present)(66 years old)
June 2021
Outside Director who is Audit and Supervisory Committee
1,200
Member, MIURA CO., LTD. (to present)[Reappointment]
June 2022
Outside Audit & Supervisory Board Member, Sumitomo Riko
[Outside]Company Limited (to present)[Independent][Significant concurrent positions]
Attorney-at-law, Ginza Sogo Law Office
Civil Arbitrator, Tokyo District Court
Outside Director who is an Audit and Supervisory Committee Member, MIURA CO.,LTD.
Outside Audit & Supervisory Board Member, Sumitomo Riko Company Limited[Reason for nomination as a candidate for Outside Director who is not an Audit and Supervisory Committee Member andexpected role]
Ms. Tatsuko Koike has considerable knowledge in legal affairs as an attorney-at-law, as well as experience and extensive
insight cultivated as an announcer. As we deemed that she can utilize such expensive experience to provide supervision andadvice on the execution of duties by the Company’s Directors, we have renominated her as a candidate for Outside
Director.
(Notes) 1. There are no special interests between the candidates for Director and the Company.
2. Ms. Tatsuko Koike is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of the Ordinancefor Enforcement of the Companies Act.
3. At the conclusion of this Annual General Meeting, Ms. Tatsuko Koike will have served as Outside Director of theCompany for five years.
4. Ms. Tatsuko Koike is a candidate for Part-Time Director.
5. The Company has entered into an agreement with Ms. Tatsuko Koike to limit her liability for damages pursuant to
Article 423, Paragraph 1 of the Companies Act. If this proposal is approved, the Company intends to continue theagreement with Ms. Tatsuko Koike regarding liability pursuant to Article 423, Paragraph 1 of the Companies Act,
whereby the maximum amount of liability is the amount stipulated by laws and regulations.
6. The Company has registered Outside Director Ms. Tatsuko Koike as an Independent Director at the Tokyo Stock
Exchange, Inc., which the Company is listed on. If this proposal is approved and resolved, the Company intends tocontinue to register her as an Independent Director.
7. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors (excluding Directors who are
Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members.
The Company plans to renew the agreement in November 2024.
If the election of each candidate in this proposal is approved and resolved, they will be included in the insured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not impairedby excluding the damages of officers themselves who engaged in bribery or other criminal acts or
intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

-7-

Proposal 3:

Election of 3 Directors who are Audit and Supervisory Committee Members

The terms of office of all 3 Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this year’s Annual General Meeting of Shareholders. Accordingly, the election of 3 Directors
who are Audit and Supervisory Committee Members is proposed.
The Audit and Supervisory Committee has given its approval to the submission of this proposal.
The candidates are as follows:
No.

Name

Gender1

Kohei Miyauchi

Male

2

Ikuo Chiyonobe

Male

3

Hisashi Hirasawa

Male[Reappointment][Reappointment][Outside][Independent][New appointment][Outside][Independent]-8-

Current positions at the Company
Director who is Full-Time Audit andSupervisory Committee Member
Director who is Audit and Supervisory
Committee Member (Outside)

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company, and significant
concurrent positions
April 1985
April 2006
July 2009
July 2013

1

2

Number ofshares of theCompany held

Joined the Company
Deputy General Manager, Nagoya Sales Office
Head of Sales Department, Paint Division
Deputy General Manager of Chemitronics Division, and General
Kohei Miyauchi
Manager of Nagoya Branch
June 2014
Executive Officer, Deputy General Manager of Chemitronics
February 24, 1962 (62Division, and General Manager of Nagoya Branchyears old)
2,300
June 2015
Executive Officer, Deputy General Manager of Chemitronics
Division,[Reappointment]
and President, Origin Eason Paint Co., Ltd.
April 2019
Executive Officer, General Manager of Nagoya Branch
June 2022
Director who is Full-Time Audit and Supervisory Committee
Member (to present)[Significant concurrent positions]
None[Reason for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
Mr. Kohei Miyauchi has extensive experience in global corporate management and marketing from a wide range ofbusiness experience through his responsibilities as a manager of bases in Japan and overseas. As he has extensive
experience and knowledge to conduct appropriate audits of decision-making in the Company’s management and business
operations, we have renominated him as a candidate for Director who is an Audit and Supervisory Committee Member.
April 1985
Joined Nippon Fire & Marine Insurance Co., Ltd.
August 2009
Director, Executive Officer, General Manager, Office of Group
CEO, Sompo 24 Insurance Company Limited
April 2013
Director, Executive Vice President, General Manager, Office ofGroup CEO, Sompo 24 Insurance Company Limited
April 2014
Director, Executive Vice President, General Manager, Office ofGroup CEO, General Manager, Human Capital/General Affairs
Ikuo Chiyonobe
Department, Sompo 24 Insurance Company Limited
Executive Officer, General Manager, Mie Branch, Sompo Japan
November 17, 1962 April 2015
(61 years old)
Nipponkoa Insurance Inc.
800
March 2018
President, Hilton Hotel Service
June 2021
Outside Director, Chuo-Nittochi Group Co., Ltd. (to present)[Reappointment]
Outside Director, Chuo-Nittochi Co., Ltd. (to present)[Outside][Independent]
June 2022
Outside Director, Joyo Total Service Co., Ltd. (to present)
June 2022
Director who is Audit and Supervisory Committee Member, theCompany (Outside) (to present)[Significant concurrent positions]
Outside Director, Chuo-Nittochi Group Co., Ltd.
Outside Director, Chuo-Nittochi Co., Ltd.
Outside Director, Joyo Total Service Co., Ltd.
[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member, andexpected role]
Mr. Ikuo Chiyonobe had made a lot of achievements at non-life insurance companies, and been active as a manager ofcorporate planning for many years. He also has a good record in the human resource and general affairs fields. Expecting
him to be active at the Company while concurrently serving as an outside director at the other companies, we haverenominated him as a candidate for Outside Director.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company, and significant
concurrent positions

Number ofshares of theCompany held

April 1981
April 1991

3

Joined Yasuda Life Insurance Company
General Manager, International Investment Division, Yasuda
Life Insurance Company
January 2004
Head of Corporate Sales Dept. No. 4, General Corporate Dept.
Hisashi Hirasawa
No. 3, Meiji Yasuda General Insurance
April 2007
Head of Fund Operations Department, Yasuda Enterprise
November 10, 1958
Development Co., Ltd.
(65 years old)
June 2017
Representative Director and Senior Managing Executive Officer,–
Yasuda Enterprise Development Co., Ltd.
[New appointment]
September 2018 Deliberator, Securities Investment Department, Meiji Yasuda[Outside]Life Insurance Company[Independent]
April 2019
Full-time Audit & Supervisory Board Member, OKI CrosstechCo., Ltd.
[Significant concurrent positions]
None[Reason for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee Member, andexpected role]
Mr. Hisashi Hirasawa has experienced operations of finance, funds, and securities investment, etc. at life insurancecompanies, and has extensive knowledge and reliable skills. As we deemed that he can utilize them in auditing andsupervision of all aspects of the Company’s management, we have newly nominated him as a candidate for Director who is
an Audit and Supervisory Committee Member (Outside).
(Notes) 1. There are no special interests between the candidates for Directors who are Audit and Supervisory Committee Members
and the Company.
2. Mr. Ikuo Chiyonobe and Mr. Hisashi Hirasawa are candidates for Outside Director.
3. At the conclusion of this Annual General Meeting, Mr. Ikuo Chiyonobe will have served as Outside Director of theCompany for two years.
4. The Company has entered into an agreement with Mr. Kohei Miyauchi and Mr. Ikuo Chiyonobe to limit their liability
for damages pursuant to Article 423, Paragraph 1 of the Companies Act. If this proposal is approved, the Company
intends to continue the agreement with Mr. Kohei Miyauchi and Mr. Ikuo Chiyonobe regarding liability pursuant to
Article 423, Paragraph 1 of the Companies Act, whereby the maximum amount of liability is the amount stipulated bylaws and regulations.
Furthermore, if the election of Mr. Hisashi Hirasawa is approved, the Company intends to enter into an agreement withthe same contents as mentioned above, with him.
5. The Company has registered Outside Director Mr. Ikuo Chiyonobe as an Independent Director at the Tokyo Stock
Exchange, which the Company is listed on. If this proposal is approved and resolved, the Company intends to continue
to register him as an Independent Director.
Mr. Hisashi Hirasawa is a candidate for Independent Director as stipulated by the Tokyo Stock Exchange.
6. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurance company, as
stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors (excluding Directors who are
Audit and Supervisory Committee Members) and Directors who are Audit and Supervisory Committee Members. The
Company plans to renew the agreement in November 2024.
If the election of each candidate in this proposal is approved and resolved, they will be included in the insured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the executionof his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not impaired by
excluding the damages of officers themselves who engaged in bribery or other criminal acts or intentionallycommitted illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

- 10 -

(Reference)
Officers’ structure and skill matrix in the case of approval of Proposal 2 and Proposal 3
If Proposal 2 and Proposal 3 are approved, composition of the Board of Directors and expertise of each
officer will be stated below:[Composition of the Board of Directors] Skill Matrix of Directors of the Company
Committee

GeneralManagement

Business skills and experience〇〇

Yoshio Sato

Director〇〇

Yoshihiko

Director

〇

〇

Audit

Naito
Tatsuko Koike

Director

Kohei

Audit &

MiyauchiSupervisory

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇

〇

〇

〇

Outside〇Committee

Internal control/Audit

〇

Legal
affairs/Compliance/GovernanceDirector

Finance/Accounting/Tax affairs

Hideki Inaba

Production/Quality
management〇

R&D/Technology〇

Sales/Marketing

General Management

Director

Position

GlobalNomination and Remuneration

Kazuhiro Seo

Name

Functional skills andexperience

〇

〇

〇
〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Member
Ikuo

Audit &

Chiyonobe

Supervisory
Committee

Outside〇〇〇Outside〇〇〇MemberHisashi

Audit &

Hirasawa

Supervisory
Committee〇

MemberNote) The above table is not an exhaustive account of the knowledge and experience possessed by each candidate for
Directors, but just indicates their primary skills.

- 11 -

Proposal 4:

Election of 1 Substitute Director Who Is an Audit and Supervisory Committee Member

In order to prepare for cases where the number of Audit and Supervisory Committee Members falls belowthat required by laws and regulations, the election of 1 substitute Director who is an Audit and Supervisory
Committee Member is proposed.
The effect of this election may be rescinded by a resolution of the Board of Directors with the consent of
the Audit and Supervisory Committee, only prior to the assumption of office.
The Audit and Supervisory Committee has given its approval to the submission of this proposal.
Name(Date of birth)
Kengo Tsuji
February 4, 1979
(45 years old)
[Outside][Independent]

Past experience, positions and responsibilities in the Company, and significant
concurrent positions
December 2010 Registered as an Attorney-at-law (Daini Tokyo Bar Association)
December 2010 Joined Ohe Tadashi & Yutaka Tanaka Legal Office
March 2021
Attorney-at-law, Ohe/Tanaka/Oya Legal Office (to present)
June 2023
Director, Community Bank Tokyokosei (to present)[Significant concurrent positions]
Attorney-at-law, Ohe/Tanaka/Oya Legal Office;Director, Community Bank Tokyokosei

Number ofshares of theCompany held–

[Reason for nomination as a candidate for Substitute Outside Director who is an Audit and Supervisory Committee
Member, and expected role]
Mr. Kengo Tsuji has expert knowledge and extensive practical experience as an attorney-at-law, in addition to serving as adirector of a financial institution. As we deemed that he can be expected to conduct appropriate audits of the Company’s
management from an objective standpoint by utilizing his experience and legal knowledge accumulated through hisachievements, we propose to elect him as a candidate for a substitute Outside Director who is an Audit and Supervisory
Committee Member.

(Notes) 1. There are no special interests between Mr. Kengo Tsuji and the Company.
2. Mr. Kengo Tsuji is a candidate for Substitute Outside Director. If his election is approved and resolved in
the proposal and he takes office, the Company will register him as an Independent Director at the Tokyo
Stock Exchange, Inc.
3. If Mr. Kengo Tsuji takes office as Outside Director, the Company will enter into an agreement limiting
liability stipulated in Article 427, Paragraph 1 of the Companies Act with him.
Under this agreement, the maximum amount of liability is the amount stipulated by laws and regulations.
4. Outline of Directors and Officers Liability Insurance Agreement
The Company has entered into a directors and officers liability insurance agreement with an insurancecompany, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, that insures Directors(excluding Directors who are Audit and Supervisory Committee Members) and Directors who are Audit
and Supervisory Committee Members. The Company plans to renew the agreement in November 2024.
If the election of Mr. Kengo Tsuji in this proposal is approved and resolved, he will be included in theinsured.
(1) Outline of events subject to coverage
The agreement will cover damages that may arise due to the insured officers assuming liability for the
execution of his or her duties or receiving a claim related to the pursuit of such liability.
However, measures are taken so that the properness of the performance of duties by officers is not
impaired by excluding the damages of officers themselves who engaged in bribery or other criminal
acts or intentionally committed illegal acts from the scope of compensation.
(2) Insurance premiums
The insurance premiums are fully borne by the Company.

- 12 -