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: 7483
June 12, 2023
To our shareholders:
Masayuki Nomura
President
DOSHISHA CO., LTD.
1-5-5 Higashi-Shinsaibashi, Chuo-ku, Osaka

NOTICE OF THE 47TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby notify you that the 47th Ordinary General Meeting of Shareholders of DOSHISHA CO., LTD. (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders, etc.
(matters for which measures for providing information in electronic format are to be taken) in electronic
format, and has posted the information on the Company’s website. Please access the website below to view the
information.
The Company’s website:
https://www.doshisha.co.jp/lp/generalmeeting/ (in Japanese)
In addition to the Company’s website, the Electronic Provision Measures Matters are also posted on the website of
the Tokyo Stock Exchange (TSE) shown below.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “DOSHISHA” in “Issue name (company
name)” or the Company’s securities code “7483” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational Materials
for a General Shareholders Meeting].”)
In view of maintaining fairness between shareholders who attend the General Meeting of Shareholders and those forwhich attendance is difficult, the Company has stopped providing gifts for shareholders in attendance. We would
greatly appreciate your understanding.
Additionally, if you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc.,
or in writing (postal mail). Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights no later than 5:30 p.m. on Wednesday, June 28, 2023 (Japan
Standard Time).
1. Date and Time: Thursday, June 29, 2023 at 10:00 a.m. (Japan Standard Time)(Reception will open at 9:00 a.m.)
2. Place:
DOSHISHA CO., LTD. Osaka Head Office, 11th Floor
1-5-5 Higashi-Shinsaibashi, Chuo-ku, Osaka
3. Agenda:
Matters to be reported:
1. Business Report and Consolidated Financial Statements for the 47th Term (from April 1, 2022 to March 31,2023), as well as the results of the audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board-1-2. Non-Consolidated Financial Statements for the 47th Term (from April 1, 2022 to March 31, 2023)
Matters to be resolved:
Proposal 1:
Appropriation of surplus
Proposal 2:
Partial amendments to the Articles of Incorporation
Proposal 3:
Election of eight (8) Directors
Proposal 4:
Election of three (3) Audit & Supervisory Board Members- If attending the meeting in person, please present the voting form at the reception desk.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items before
and after the revisions will be posted on the Company’s aforementioned website and the TSE website.
- For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject to measuresfor electronic provision, in accordance with the provisions of laws and regulations and Article 16 of the Articles of Incorporation of
the Company, the following items are not provided in the paper-based documents delivered.
(1) “Systems for Ensuring the Properness of Business Activities” in the Business Report(2) “Outline of the Operation of Internal Control System” in the Business Report(3) “Consolidated Statement of Changes in Equity” in the Consolidated Financial Statements(4) “Notes to the Consolidated Financial Statements” in the Consolidated Financial Statements(5) “Statement of Changes in Equity” in the Financial Statements(6) “Notes to the Non-consolidated Financial Statements” in the Financial Statements
As a result, the Business Report, the Consolidated Financial Statements and the Financial Statements included in this document area subset of the documents audited by the Accounting Auditor in preparing the Financial Audit Report and the Audit & Supervisory
Board Members in preparing the Audit Report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of surplus

Having identified the appropriate return of profits to shareholders as its most important management policy, theCompany has made it its basic policy to, while bearing in mind the need to maintain a proactive and stable dividend,also consider the need to maintain internal reserves to fund further business expansion and to strengthen the corporate
structure so that it can respond to changes in the business environment, as well as the need for a compensation systemthat reflects employee performance.
Taking into account factors such as future business expansion, the Company proposes the year-end dividends for the
47th Term and other appropriation of surplus as follows:
1. Matters related to year-end dividends(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥35 per common share of the Company
Total amount of dividends: ¥1,194,934,335
Note that the Company paid an interim dividend of ¥30 per share, bringing the dividend for the entire fiscal
year to ¥65 per share.
(3) Effective date of distribution of dividends of surplus
June 30, 2023
2. Matters related to other appropriation of surplus(1) Item of surplus to be increased and amount of increase thereof
General reserve: ¥3,000,000,000(2) Item of surplus to be decreased and amount of decrease thereof
Retained earnings brought forward: ¥3,000,000,000-3-Proposal 2:

Partial amendments to the Articles of Incorporation

1. Reasons for proposal
The Company proposes to add a business objective to Article 2 of the current Articles of Incorporation(Objective) in order to clarify its business lineup according to the current state of its business and in preparation
for future business expansion and diversification, and to adjust the numbering of items in the Article toaccommodate the newly established item.
2. Details of the amendments
Details of the amendments are as follows:(Amended parts are underlined)
Proposed amendment

Current Articles of Incorporation(Objective)
Article 2
The objective of the Company is to engage in the following
business areas.
Items 1. through 33. (Omitted)(Newly established)(Newly established)(Newly established)(Newly established)
34. Any business incidental to any of the above(Objective)
Article 2
The objective of the Company is to engage in the following
business areas.
Items 1. through 33. (Unchanged)
34. Repair and technological direction for electronic products
35. Call center operations, management, and contracting
36. Planning, design, development, analysis, evaluation,
quality management, and consulting for electronic products
37. Sales, export, and import businesses for electronic productparts
38. Any business incidental to any of the above-4-

Proposal 3:

Election of eight (8) Directors

The term of all seven (7) Directors expires at the conclusion of this General Meeting of Shareholders.
Therefore, the Company proposes the election of eight (8) Directors, increasing the number of Directors by one (1)to enhance the management system.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Jan. 1977

1

2

Number of theCompany’s shares
owned

Established the Company
Took office as President
Apr. 2014
Chairman and Chief Executive Officer
Masaharu Nomura
1,079,583
Apr. 2021
Chairman (present position)(September 18, 1946)(Significant concurrent positions outside the Company)
Director, Doshisha Logistics Co., Ltd.
Director, Karinpia Co., Ltd.
[Reasons for nomination as candidate for Director]
As the founder of the company, with his strong leadership and determination, he has led the management of theCompany and steadily developed the Group for over 40 years since its foundation.
The Company has nominated him as a candidate to continue serving as Director due to his achievements that prove hisability and insight as an operator.
Jan. 1998
Joined the Company
June 2004
Director
Apr. 2006
Managing Director, Chief Director of PB
Division
May 2006
Chief Director of The Second Business Unit
May 2007
Senior Managing Director
May 2010
Representative Senior Managing Director,
Officer In Charge of Investor Relations &Masayuki Nomura
Public Relations
59,900(June 3, 1972)
Apr. 2011
Representative Director and Executive Vice
President, Chief Director of Sales and Officer
In Charge of Investor Relations & Public
RelationsApr. 2014
President and Chief Operating Officer
Apr. 2021
President, CEO and COO (present position)(Significant concurrent positions outside the Company)
Director, MS SHOJI KK[Reasons for nomination as candidate for Director]
He has abundant experience, achievements and insight into management, obtained through having acted in important
positions since joining the Company and serving currently as the President of the Company since April 2014.
The Company has nominated him as a candidate to continue serving as Director due to his ability, experience andinsight, required for supervising and leading the administration of business matters.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Feb. 1990
June 1995
June 2001
Nov. 2002
Dec. 2004
Mar. 2005

3

Number of theCompany’s shares
ownedJoined the Company
Director
Managing Director
Senior Managing Director
Vice President, Chief Director of PB Division
Chief Director of PB Division and Officer In
Charge of Quality Assurance
Apr. 2006
Chief Director of Sales and Officer In Chargeof Investor Relations & Public Relations
July 2006
Chief Director of Sales, Officer In Charge of
Quality Assurance, Investor Relations & Public
RelationsFeb. 2007
Chief Director of Sales, Chief Director of
Quality Assurance/Affiliated Companies
Business, and Officer In Charge of Investor
Relations & Public Relations
Toneri Kimbara
Apr. 2008
Chief Director of Sales and Officer In Charge
66,003(August 5, 1952)
of Investor Relations & Public Relations
July 2010
Chief Director of Sales
Apr. 2011
Representative Director and Executive Vice
President, Advisor to the President
May 2013
Advisor to the President and Officer In Chargeof Sales Planning
June 2014
Vice Chairman and Advisor to the Chairman
Nov. 2018
Vice President and Chief Director of Sales(present position)(Significant concurrent positions outside the Company)
President, Victoria Well Holdings Limited
President, Shanghai Comrade Trade Company
Director, Life Net Co., Ltd.
Director, Rainbow Warehouse (Shenzhen) Limited
Director, Lianyungang Brilliant Daily Products Co., Ltd.
Director, Lianyungang Brilliant Industrial Co., Ltd.
[Reasons for nomination as candidate for Director]
The Company has nominated him as a candidate to continue serving as Director due to his abundant experience,achievements and insight into management, obtained through having acted in important positions since joining theCompany and serving currently as the Representative Director of the Company since December 2004.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1994
Apr. 2012
Aug. 2013

June 2014

Takahiro Matsumoto(August 25, 1970)
4

June 2016

Apr. 2018

Apr. 2019

Joined Daiwa Bank, Ltd. (now Resona Bank,
Limited.)Joined the Company, Director of Corporate
Planning Department
Supervising Director of System Development
Department, Director of Corporate Planning
Department, and Officer In Charge of Investor
Relations & Public Relations
Executive Officer, Executive Officer In Chargeof System Development and Supervising
Director of Financial & Accounting
Department, Foreign Trade Operation
Department and Business Management
Department
Director and Executive Officer In Charge ofFinancial & Accounting, Foreign Trade
Operation and Business Management
Director and Executive Officer In Charge ofFinancial & Accounting, Foreign Trade
Operation, Business Management andInvestigation
Director and Managing Executive Officer In
Charge of Financial & Accounting, Foreign
Trade Operation and Business Management(present position)

Number of theCompany’s shares
owned

1,370

[Reasons for nomination as candidate for Director]
The Company has nominated him as a candidate to continue serving as Director due to his superior ability, experienceand insight into management, obtained through having extensive experience in the Management Department of theCompany since joining the Company and serving currently as the Director of the Company since June 2016.

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No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1994
Oct. 2001
Oct. 2006

Jan. 2007

Nov. 2009*

Apr. 2012

Nobushige Koyanagi(August 31, 1971)
5
May 2013
Feb. 2021

Apr. 2023

Joined the Company
Director of Corporate Planning Department
Director of Corporate Planning Department,
and Officer In Charge of Investor Relations &Public Relations
Executive Officer, Director of General
Corporate Planning Department, and Officer In
Charge of Investor Relations & Public
RelationsExecutive Officer, Chief of President’s Office,Director of General Corporate Planning
Department, Officer In Charge of Italy Office,and In Charge of Investor Relations & Public
RelationsExecutive Officer, Officer In Charge ofCorporate Planning, Human Resource, System
Development, and Italy Office, Chief ofPresident’s Office, Director of Human
Resource Department, and Officer In Charge ofInvestor Relations & Public Relations
Managing Executive Officer
Managing Executive Officer, Officer In Chargeof Corporate Planning, Human Affairs, and EC
Business Strategy, Chief of President’s Office,
Officer In Charge of Investor Relations &Public Relations, and Director of EC Business
Strategy Department
Managing Executive Officer, Officer In Chargeof Corporate Planning, Human Affairs, and EC
Business Development, Chief of President’s
Office, and In Charge of Investor Relations &Public Relations (present position)

Number of theCompany’s shares
owned

16,784[Reasons for nomination as candidate for Director]
The Company has nominated him as a candidate to serve as Director due to his superior ability, experience and insight
into overall management and administration, obtained through having extensive experience in the Corporate, Planning,and Management Department of the Company since joining the Company and serving currently as the Managing
Executive Officer of the Company since May 2013.

-8-

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Jan. 1972
May 1985
May 1987
May 1990

6

7Number of theCompany’s shares
ownedJoined SHIMAMURA Co., Ltd.
Director of SHIMAMURA Co., Ltd.
Outside Director
Managing Director of SHIMAMURA Co., Ltd.
13,921
Senior Managing Director of SHIMAMURA
Chohachi Goto
Co., Ltd.
(February 9, 1945)
May 2009
Resigned from SHIMAMURA Co., Ltd.
June 2015
Director of the Company (present position)[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Chohachi Goto as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and suggestions on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge obtained from the post of corporate manager for many years.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be eight (8) years.
Apr. 1966
Appointed Police Officer with Osaka
Prefectural PoliceMar. 2001
Chief of Fuse Police Station
Mar. 2002
Head of Criminal Administration Division,
Criminal Investigation Department
Mar. 2003
Head of Inspection Office, Police
Administration Department
Mar. 2004
Chief of Minami Police Station
Outside Director
Mar. 2005
Head of Osaka City Police Department andHead of Organized Crime Division, Osaka
14,254Prefectural Police
Noriaki Kumamoto(November 9, 1947)
Jan. 2006
Head of Criminal Investigation Department,
Osaka Prefectural Police Headquarters
Mar. 2008
Resigned as Police Officer with Osaka
Prefectural Police
Apr. 2008
Head of Osaka Office of the Japan Safe Driving
CenterMar. 2010
Resigned as Head of Osaka Office of the Japan
Safe Driving Center
June 2015
Director of the Company (present position)[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Noriaki Kumamoto as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and advice on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge obtained from serving as Head of Criminal Investigation Department, Osaka Prefectural Police
Headquarters and Head of Organized Crime Division, Osaka Prefectural Police.
The Company has nominated him as a candidate to continue serving as Outside Director, because the Company has
judged that, based on his extensive experience at the police, he can properly perform the duties of an Outside Director,
although he has no direct experience of managing any private enterprises other than as an Outside Director.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be eight (8) years.

-9-

Name
(Date of birth)

No.

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1977

8

Notes:

1.
2.
3.
4.

5.

6.

Number of theCompany’s shares
ownedJoined The Sumitomo Bank, Limited (nowSumitomo Mitsui Banking Corporation)
May 2005
Executive Officer of Sumitomo Mitsui Banking
Corporation
May 2008
Senior Managing Officer of Kansai Urban
Banking Corporation (now Kansai Mirai Bank,
Limited)June 2008
Senior Managing Director and Senior
Managing Officer of Kansai Urban Banking
Corporation
June 2011
Senior Managing Officer of The Royal Hotel,
Outside Director
Limited3,338
Keiji Takamasu
June 2012
Representative Director and Vice President of(March 2, 1953)
The Royal Hotel, Limited
Mar. 2015
Representative Director and Vice President of
The Royal Hotel, Limited, and Representative
Director and President of RIHGA Royal Hotel
Hiroshima, Limited, and Representative
Director and President of RIHGA Royal Hotel
Kokura, Limited
June 2017
Resigned from The Royal Hotel, Limited
June 2018
Director of the Company (present position)(Significant concurrent positions outside the Company)
Director and Chairman, iBNet Co., Ltd.
[Reasons for nomination as candidate for Outside Director and outline of roles expected]
The Company has nominated Keiji Takamasu as a candidate for Outside Director since the Company expects him tocontinue serving as Outside Director and to provide the Company with his valuable opinions and suggestions on the
management of the Company, and the appropriate direction for business execution from an independent standpoint for
the enhancement of a mid- and long-term shareholder value and corporate value based on his abundant experience andextensive knowledge on finance and corporate management obtained from key posts of financial institutions and hotelmanagement companies for many years.
[Tenure as Outside Director]
At the conclusion of this meeting, his tenure as an Outside Director of the Company will be five (5) years.
New candidates for Director are indicated by an asterisk (*).
The Company engages in transactions such as goods procurement with Victoria Well Holdings Limited, the company
where candidate for Director Toneri Kimbara serves as President.
There is no special interest between any of the other candidates and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act. The insureds are directors, audit & supervisory board
members, executive officers, management level personnel of the Company and officers dispatched outside the Company
and do not bear the premiums. The insurance policy covers legal damages and court costs and other officer’s expenses
that may be incurred by the insured. If each of the candidates is elected, each of them will become insured under the policy.
Chohachi Goto, Noriaki Kumamoto and Keiji Takamasu are candidates for Outside Director. Pursuant to the Company’s
Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company has concluded limited liability
agreements with them to limit their liability, provided that they have acted in good faith and without gross negligence, tothe extent defined by the laws and regulations. If each of their elections is approved, the Company plans to retain theselimited liability agreements with each of them.
The Company has designated Chohachi Goto, Noriaki Kumamoto and Keiji Takamasu as Independent Officers inaccordance with the rules of the Tokyo Stock Exchange, and has registered them as such at the exchange. If each of theirelections is approved, the Company plans for their appointment as Independent Officers to continue.

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Proposal 4:

Election of three (3) Audit & Supervisory Board Members

The term of all four (4) Audit & Supervisory Board Members expires at the conclusion of this General Meeting of
Shareholders.
Therefore, the Company proposes the election of three (3) Audit & Supervisory Board Members.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
No.

Name
(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
June 2000
June 2003
Sept. 2003

1

Number of theCompany’s shares
ownedJoined the Company
Director
Officer In Charge of Financial & Accounting,Business Management and Foreign Trade
Operation, and Supervising Director of
Financial & Accounting Department
Sept. 2004
Officer In Charge of Financial & Accounting,Business Management, Foreign Trade
Operation, General Affairs and Tokyo Offices
Dec. 2006
Officer In Charge of Financial & Accounting,Business Management and Foreign Trade
Operation, and Supervising Director of
Financial & Accounting Department andBusiness Management Department
June 2008
Officer In Charge of Financial & Accounting,Business Management and Foreign Trade
Operation, and Supervising Director of
Toshihiro Fujimoto
Business Management Department
41,091(January 25, 1951)
July 2008
Officer In Charge of Financial & Accounting
and Foreign Trade Operation
Apr. 2010
Managing Director
Apr. 2011
Director and Managing Executive Officer
Feb. 2014
Executive Officer In Charge of Financial &Accounting, Foreign Trade Operation andBusiness Management
June 2016
Full-time Audit & Supervisory Board Member(present position)(Significant concurrent positions outside the Company)
Audit & Supervisory Board Member, Doshisha Logistics Co.,Ltd.
Audit & Supervisory Board Member, Karinpia Co., Ltd.
Audit & Supervisory Board Member, Orion Co., Ltd.
Supervisor, Lianyungang Brilliant Daily Products Co., Ltd.
Supervisor, Lianyungang Brilliant Industrial Co., Ltd.
Supervisor, Rainbow Warehouse (Shenzhen) Limited[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Since joining the Company, he has extensive experience in various sections including the Financial & Accounting
Department, and has contributed to boosting corporate value in business management, finance and accounting as
Managing Director.
The Company has nominated him as a candidate to continue serving as an Audit & Supervisory Board Member due tohis abundant knowledge and insight regarding the overall corporate management, sincere personality, and highdiscernment and ability.

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No.

Name(Date of birth)

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1963
July 1992

2

Number of theCompany’s shares
ownedJoined Osaka Regional Taxation Bureau
Deputy District Director of Higashiyodogawa
Tax Office
July 1997
District Director of Tanabe Tax Office
July 1998
Appeals Judge, Second Department of Osaka
Regional Tax Tribunal
July 1999
Chief Internal Inspector Dispatched to Osaka
July 2001
Assistant Manager, First Taxation Departmentof Osaka Regional Taxation Bureau
OutsideJuly 2002
General Manager, Second Examination Group
2,533
Tadashi Edoof Osaka Regional Taxation Bureau(September 16, 1944)
Aug. 2003
Established Edo Tadashi Certified Tax
Accountant Office (present position)
Aug. 2006
Outside Audit & Supervisory Board Member,
Toyo Tanso Co., Ltd.
June 2015
Audit & Supervisory Board Member of theCompany (present position)(Significant concurrent positions outside the Company)
Certified tax accountant (Representative of Tadashi Edo
Certified Tax Accountant Office)[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
The Company has nominated him as a candidate to continue serving as Outside Audit & Supervisory Board Member
because the Company has judged that he will be able to enhance the monitoring function of corporate management
leveraging his expertise as a tax accountant and years of experience in tax and accounting.
He has never in the past been directly involved in the management of a company other than as an outside Audit &Supervisory Board Member. However, based on the above reasons, the Company has judged that he has sufficientinsight on the corporate auditing and will appropriately fulfill his duties as an outside Audit & Supervisory Board
Member.
[Tenure as Audit & Supervisory Board Member]
At the conclusion of this meeting, his tenure as an Audit & Supervisory Board Member of the Company will be eight(8) years.

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Name(Date of birth)

No.

Career summary and position in the Company(Significant concurrent positions outside the Company)
Apr. 1975
July 1997

3

Notes:

1.
2.
3.

4.

5.
6.

Number of theCompany’s shares
ownedJoined National Tax Agency
Chief of Finance Office, Finance Department ofWest Japan Railway Company
July 2001
Professor of Education Department II of
National Tax College
July 2003
District Director of Maizuru Tax Office
July 2008
Commissioner’s Secretariat of the National Tax
Agency, Assigned to Osaka, and General
Manager of Management Supervisor’s Office
July 2011
District Director of Amagasaki Tax Office
July 2012
General Manager, Second Taxation Department*of Osaka Regional Taxation Bureau
Outside0
Sept. 2013
Established Suzuka Yoshio Certified Tax
Yoshio Suzuka
Accountant Office (present position)(October 28, 1952)
June 2014
Corporate Auditor of HURXLEYCORPORATION (present position)
June 2015
Outside Audit & Supervisory Board Member,
GUNZE LIMITED
Aug. 2019
Outside Auditor of Tatsumi Shokai Co., Ltd.
(present position)(Significant concurrent positions outside the Company)
Certified tax accountant (Representative of Suzuka Yoshio
Certified Tax Accountant Office)Corporate Auditor of HURXLEY CORPORATION
Outside Auditor of Tatsumi Shokai Co., Ltd.
[Reasons for nomination as candidate for Outside Audit & Supervisory Board Member]
The Company has nominated him as a candidate to serve as Outside Audit & Supervisory Board Member because theCompany has judged that he will be able to enhance the monitoring function of corporate management from an
independent and objective perspective by leveraging his expertise as a tax accountant and years of experience in tax andaccounting developed at organizations such as the National Tax Agency. He has never in the past been directly involvedin the management of a company other than as an outside Audit & Supervisory Board Member. However, based on theabove reasons, the Company has judged that he has sufficient insight on the corporate auditing and will appropriately
fulfill his duties as an outside Audit & Supervisory Board Member.
New candidates for Audit & Supervisory Board Member are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
The Company has entered into a directors and officers liability insurance contract with an insurance company, asprescribed in Article 430-3, Paragraph 1 of the Companies Act. The insureds are directors, audit & supervisory board
members, executive officers, management level personnel of the Company and officers dispatched outside the Company
and do not bear the premiums. The insurance policy covers legal damages and court costs and other officer’s expenses
that may be incurred by the insured. If each of the candidates is elected, each of them will become insured under the policy.
The Company has designated Tadashi Edo as Independent Officer in accordance with the rules of the Tokyo Stock
Exchange, and has registered him as such at the exchange. If his election is approved, the Company plans for his
appointment as Independent Officer to continue.
Yoshio Suzuka satisfies the requirements of an Independent Officer in accordance with the rules of the Tokyo Stock
Exchange, and if his election is approved, the Company plans for his appointment as Independent Officer.
Tadashi Edo and Yoshio Suzuka are candidates for Outside Audit & Supervisory Board Member. Pursuant to theCompany’s Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act, the Company has concluded alimited liability agreement with Tadashi Edo to limit his liability, provided that he has acted in good faith and withoutgross negligence, to the extent defined by the laws and regulations. If his election is approved, the Company plans to retain
this limited liability agreement with him. Additionally, if the election of Yoshio Suzuka is approved, the Company plansto enter into an identical limited liability agreement with him as well.

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■Skill matrix for Directors and Audit & Supervisory Board Members after this General Meeting of Shareholders
Name

Inside/outsidePosition

InsideInsideInsideChairmanPresident
Vice President

InsideDirector

Masaharu Nomura
Masayuki Nomura
Toneri Kimbara
Takahiro
MatsumotoNobushige
Koyanagi
Chohachi Goto
Noriaki Kumamoto
Keiji Takamasu

InsideDirector

OutsideOutsideOutsideToshihiro Fujimoto

InsideTadashi Edo

Outside

Yoshio Suzuka

OutsideDirector
Director
Director
Full-time Audit& Supervisory
Board Member
Audit &
Supervisory
Board Member
Audit &
Supervisory
Board Member*

Expected ability, experience and knowledge
Product
Corporate
Finance and Legal affairs
development
Sales
management
Risk
accounting
Quality
MarketingBusinessmanagement
Tax
controlstrategy
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

●

●

The above skill matrix shows items particularly expected to each officer, not all knowledge and experience each of them possesses.

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