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: 2607)
May 31, 2019
To Shareholders with Voting Rights:
Hiroshi Shimizu
President and CEO
FUJI OIL HOLDINGS INC.
1 Sumiyoshi-cho, Izumisano-shi, Osaka, Japan(Headquarters: Daibiru Honkan Building, 3-6-32,
Nakanoshima, Kita-ku, Osaka-shi, Osaka, Japan)

NOTICE OF THE 91ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 91st Ordinary General Meeting of Shareholders of FUJI OIL HOLDINGS
INC. (the “Company”). The Meeting will be held as described below.
If you are unable to attend the Meeting, you may exercise your voting rights in writing or by electromagnetic
means such as the Internet. Please review the accompanying Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:40 p.m. on Wednesday, June 19, 2019 (JST).
1. Date and Time: Thursday, June 20, 2019 at 10:00 a.m. (JST)
2. Venue:
Naniwa, 8th floor of Swissotel Nankai Osaka
5-1-60, Namba, Chuo-ku, Osaka-shi, Osaka, Japan(Please note that the meeting will be held at a different venue than the previous meeting.)
3. Agenda of the Meeting:
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 91st Fiscal Term (from April 1, 2018 to March
31, 2019) and results of audits by the Accounting Auditor and the Audit and Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the 91st Fiscal Term (from April 1, 2018 to March 31, 2019)
Proposals to be resolved:
Proposal No. 1:
Distribution of Surplus
Proposal No. 2:
Partial amendments to the Articles of Incorporation
Proposal No. 3:
Election of Ten (10) Directors
Proposal No. 4:
Election of One (1) Audit and Supervisory Board Member
Proposal No. 5:
Election of One (1) Substitute Audit and Supervisory Board Member- When attending the Meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk of the venue on the dayof the Meeting. Also, please bring this Notice as reference documents for the Meeting.
- As for the documents attached to the Notice of the 91st Ordinary General Meeting of Shareholders, “Notes to Consolidated
Financial Statements” and “Notes to Non-Consolidated Financial Statements” are posted on the internet website of the Company(https://www.fujioilholdings.com) in accordance with laws and regulations as well as the provisions of Article 13 of the Company’s
Articles of Incorporation, and therefore are not provided in the documents attached to the Notice of the 91st Ordinary General
Meeting of Shareholders. The documents attached to the Notice of the 91st Ordinary General Meeting of Shareholders and the
documents posted on the internet website of the Company were subject to auditing for the preparation of the audit report by the
Audit and Supervisory Board Members and the accounting audit report by the Accounting Auditor.
- If any revisions are made to the Reference Documents for the General Meeting of Shareholders, Business Report, the Consolidated
Financial Statements and Non-consolidated Financial Statements, they will be posted on the Company’s website(https://www.fujioilholdings.com).

-1-

Reference Documents for the General Meeting of Shareholders
Proposal No. 1:

Distribution of Surplus

Based on the policy of targeting a dividend payout ratio of 30-40%, the Company has positioned maintaining
internal reserves necessary for future business development in the sustainable growth process while paying out
stable dividends as its important shareholder return policy. Additionally, the Company considers ROE (Return on
Equity) to be a key management indicator and has been engaged in business activities targeting an ROE of 10% in
FY2020. In an effort to proactively return its profits to shareholders, the Company proposes to distribute year-end
dividends for the 91st Fiscal Term, as detailed below.
(1) Type of dividend property
Cash(2) Matters concerning the allotment of dividend property and the total amount thereof
25 yen per share of common stock of the Company
Total amount of dividends: 2,148,943,450 yen(3) Effective date of the dividends from surplus
June 21, 2019-2-

Proposal No. 2:

Partial amendments to the Articles of Incorporation

1. Reasons for amendments(1) In order to make it easier to read public notices and to streamline the process of making publicannouncements, and to take account of the increased use of the Internet, the Company is changing its
method of making public announcements from the Nihon Keizai Shimbun to electronic notification. The
amendment also sets forth measures to be taken if electronic notification is not possible.
(2) With regard to the exercise of voting rights by proxy at the General Meeting of Shareholders, additional
provisions are set forth concerning the number of proxy voters.
2. Details of amendments
The details of the amendments are outlined as follows.
(The amended sections are underlined)
Proposed amendments(Method of Giving Public Notices)
Article 4
The public notices of the Company shall be given by electronic
public notice. However, if it is not possible to make a publicannouncement by electronic public notice due to an accident orother unavoidable circumstances, the public notice shall be
posted in the Nihon Keizai Shimbun.
(Exercise of Voting Rights by Proxy)(Exercise of Voting Rights by Proxy)
Article 15
Article 15(1) A shareholder may exercise his/her voting right by a proxy (1) A shareholder may exercise his/her voting right by one
who is also a shareholder having voting rights in theproxy who is also a shareholder having voting rights in the
Company.
Company.
(2) (Omitted)(2) (Unchanged)
Current Articles of Incorporation(Method of Giving Public Notices)
Article 4
The public notices of the Company shall be given in the Nihon
Keizai Shimbun.

-3-

Proposal No. 3:

Election of Ten (10) Directors

The terms of office of all nine (9) Directors will expire at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes to elect ten (10) Directors, increasing one (1) Director in order to strengthen
the management system.
The candidates for Directors are as follows.
Name(Date of birth)No.

Hiroshi Shimizu(July 1, 1953)
Mikio Sakai(October 6, 1959)

1

Reelected

2

Reelected

3

Reelected

Tomoki Matsumoto(December 20, 1960)

4

Reelected

Tatsuji Omori(April 28, 1960)

5

Reelected

Takehiko Sumiya(July 16, 1958)

6

Reelected

Takashi Kadota(April 2, 1959)

7

Reelected

Haruyasu Kida
(April 17, 1960)

Current positions and responsibilities in the
Company
President and CEO
Chief Executive Officer (CEO)Director
Senior Executive Officer
Director
Senior Executive Officer, Chief Financial Officer(CFO)
Director
Senior Executive Officer
Director
Senior Executive Officer, Chief Administrative
Officer (CAO)
Director
Senior Executive Officer, Chief “ESG” Officer(C“ESG”O)
Director
Senior Executive Officer, Chief Technology
Officer (CTO)

Reelected
Kazuhiro Mishina
OutsideDirector
8(September 23, 1959)
Independent
DirectorReelected
Yuko Ueno
OutsideDirector
9(July 7, 1954)
Independent
Director
Newly elected
Hidenori Nishi
Outside–10(January 6, 1951)
Independent
Director
Note: The name on the family registry of Yuko Ueno is Yuko Misaka.

-4-Years ofservice(at theconclusion of
the Meeting)
15 years and 0month
4 years and 0month
4 years and 0month
2 year and 0month
2 years and 0month
1 year and 0month
1 year and 0month
6 years and 0month

1 year and 0
month

–

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1977
Oct. 1994

1

Number of sharesof the Company
held

Joined the Company
Head of Development Office, Retail Business
Department, Soy Protein Sales Division
Oct. 1999
General Manager of New Ingredients Business
Department and General Manager of New
Ingredients Sales Department
Hiroshi Shimizu
July 2001
General Manager of Specialty & Functional(July 1, 1953)
Food Ingredients Business Department
Reelected
June 2004
Director
Attendance at the Board of
38,500 shares
Directors meetings:
Apr. 2006
Chairman & President of Fuji Oil (Zhang Jia
20/20 (100%)Gang) Co., Ltd.
Years of service (at the
Chairman & President of Fuji Oil (Zhang Jia
conclusion of the Meeting):
Gang Free Trade Zone) Co., Ltd.
15 years and 0 monthDec. 2007
Vice Chairman & President of Fuji Oil(Beijing) Technology Trading Co., Ltd.
Apr. 2009Managing Director of the Company
Apr. 2012
Senior Managing Director
Apr. 2013
President and CEO (to present)
Oct. 2015
Chief Executive Officer (CEO) (to present)[Reason for nomination as a candidate for Director]
Mr. Hiroshi Shimizu was appointed Director in June 2004 and has acted as President and CEO since April 2013. During
the transition to a pure holding company in October 2015, he directed the reform of management system andconstructed the foundation for realizing the improvement of corporate value by sustainable growth of the Group,
through transferring authority to regional headquarters and strengthening overall governance functions in the Group.
The Company expects Mr. Shimizu to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.

-5-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1983
Apr. 2001

2

3

Number of sharesof the Company
held

Joined the Company
Head of Management Office, Soya Farm
Division
Apr. 2002
General Manager of Soya Farm Sales
Department, Soya Farm Division
Oct. 2004
General Manager of Specialty & Functional
Food Ingredients Sales Department, Specialty& Functional Food Ingredients Business
Division
Mikio Sakai
Apr. 2009
Chairman & President of Fuji Oil (Beijing)(October 6, 1959)
Technology Trading Co., Ltd.
Reelected
Apr. 2010
Chairman & President of Fuji Oil (Zhang Jia
Attendance at the Board ofGang) Co., Ltd.
14,800 shares
Directors meetings:
Chairman & President of Fuji Oil (Zhang Jia
20/20 (100%)Gang Free Trade Zone) Co., Ltd.
Years of service (at theconclusion of the Meeting):
June 2012
President of FUJI VEGETABLE OIL INC.
4 years and 0 month
Apr. 2013
Executive Officer of the Company
June 2015
Director (to present)
Apr. 2016
Managing Executive Officer
Chief Strategy Officer (CSO)
Apr. 2019
Senior Executive Officer (to present)
Chairman of BLOMMER CHOCOLATE
COMPANY (to present)[Major concurrent position]
Chairman of BLOMMER CHOCOLATE COMPANY[Reason for nomination as a candidate for Director]
Mr. Mikio Sakai has experience as President of important subsidiaries of the Group in regions such as China andAmerica and was appointed Director in June 2015. Since April 2019 after serving as Chief Strategy Officer, he hastaken the lead in the international business by making full use of his business execution and management capabilities as
Chairman of BLOMMER CHOCOLATE COMPANY which is the core of the chocolate business in North America.
The Company expects Mr. Sakai to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.
Apr. 1985
Joined the Company
Apr. 2008
Head of Planning Office, Corporate Planning
Tomoki Matsumoto
Department(December 20, 1960)
Oct. 2010
General Manager of Corporate Planning
Reelected
Department, Corporate Planning Division
Attendance at the Board ofApr. 2013
Executive Officer
9,600 shares
Directors meetings:
June 2015
Director (to present)
20/20 (100%)
Oct. 2015
Chief Financial Officer (CFO) (to present)
Years of service (at theApr. 2016
Managing Executive Officer
conclusion of the Meeting):
Apr. 2019
Senior Executive Officer (to present)
4 years and 0 month[Major concurrent position]
Director of FUJI OIL CO., LTD.
[Reason for nomination as a candidate for Director]
Mr. Tomoki Matsumoto has a wealth of business experience mainly in finance, accounting and corporate planning andhe was appointed Director in June 2015. He has worked as Chief Financial Officer since October 2015 when the
Company made the transition to a pure holding company structure and contributed to the proactive disclosure of theCompany information.
The Company expects Mr. Matsumoto to be able to further contribute to the improvement of corporate value of theGroup based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a
candidate for Director.

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1983
Apr. 2004

4

5

Number of sharesof the Company
held

Joined the Company
President of Shandong Longteng Fuji
Foodstuffs Co., Ltd.
Apr. 2008
General Manager of Soy Protein Foods
Marketing Department III, Soy Protein Foods
Division, Soy Protein, Processed Foods
Company of the Company
Tatsuji Omori
Apr. 2013
Head of Office I, Marketing & Sales Division I,(April 28, 1960)
Sales Division
Reelected
Apr. 2014
Executive Officer
Attendance at the Board ofApr. 2014
General Manager of Marketing & Sales
10,700 shares
Directors meetings:
Division II, Sales Division
20/20 (100%)Years of service (at theApr. 2015
General Manager of Emulsification &conclusion of the Meeting):
Fermented Food Division, Operation Division
2 years and 0 month
Apr. 2017
Executive Officer
Chief Operations Officer (COO)
President of FUJI OIL CO., LTD. (to present)
June 2017
Director (to present)
Apr. 2019
Senior Executive Officer (to present)[Major concurrent position]
President of FUJI OIL CO., LTD.
[Reason for nomination as a candidate for Director]
Following many years of experience working in the Sales Department, Mr. Tatsuji Omori served as President of aGroup subsidiary in China and General Manager. Since April 2017, he has taken the lead in domestic business bymaking full use of his business execution and management capabilities as President of FUJI OIL CO., LTD., which isthe core of the Group companies.
The Company expects Mr. Omori to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.
Apr. 1983
Joined the Company
Apr. 2007
Head of Marketing Department, Tokyo IV,
Marketing Headquarters
Takehiko Sumiya
Apr. 2009
Director of Toraku Foods Co., Ltd.
(July 16, 1958)
Apr. 2011
President of Toraku Foods Co., Ltd.
Reelected
Apr. 2014
Executive Officer of the Company
Attendance at the Board ofApr. 2017
Chief Marketing Officer (CMO)
13,000 shares
Directors meetings:
June 2017
Director (to present)
20/20 (100%)
Apr. 2019
Chief Administrative Officer (CAO) (toYears of service (at thepresent)
conclusion of the Meeting):
Senior Executive Officer (to present)
2 years and 0 monthPresident of Toraku Foods Co., Ltd. (to present)[Major concurrent position]
President of Toraku Foods Co., Ltd.
[Reason for nomination as a candidate for Director]
Following his experience working in sales planning and at the Sales Department, etc., Mr. Takehiko Sumiya served as
President of a domestic Group company over many years. From April 2017, he was in charge of marketing strategy for
the Group as Chief Marketing Officer of the Company. Since April 2019, he has held the position of Chief
Administrative Officer.
The Company expects Mr. Sumiya to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.

-7-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1985
Apr. 2015

6

7

Number of sharesof the Company
held

Joined the Company
Executive Officer
Takashi Kadota
General Manager of Engineering Development(April 2, 1959)
Department, Production Control Division
Reelected
Apr. 2016
Executive Officer, Division General Manager
Attendance at the Board ofof Engineering Development Division of FUJI
4,800 shares
Directors meetings:
OIL CO., LTD.
20/20 (100%)
Apr. 2017
Executive Officer of the Company
Years of service (at theApr. 2018
Chief Quality Officer (CQO)
conclusion of the Meeting):
June 2018
Director (to present)
1 year and 0 month
Apr. 2019
Chief “ESG” Officer (C”ESG”O) (to present)
Senior Executive Officer (to present)[Reason for nomination as a candidate for Director]
Mr. Takashi Kadota has worked in the engineering development department for a long period of time, has been
responsible for overseeing safety, quality, and production, and has spent time living in the United States and China.
From April 2018, he was in charge of safety, quality, and environmental strategies for the Group as Chief Quality
Officer of the Company. Since April 2019, he is responsible for promoting ESG management as Chief “ESG” Officer.
The Company expects Mr. Kadota to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.
Apr. 1985
Joined the Company
Apr. 2005
General Manager of Oils and Fats Development
Department, R&D Institute, Research &Development Headquarters
Haruyasu Kida
Apr. 2012
Head of Food Science Research Institute,(April 17, 1960)
Research and Development Division
Reelected
Apr. 2013
Executive Officer
Attendance at the Board ofApr. 2015
General Manager of Oils and Fats Division,
5,700 shares
Directors meetings:
Operation Division
20/20 (100%)Years of service (at theApr. 2016
Executive Officer, General Manager of R&D
conclusion of the Meeting):
Division of FUJI OIL CO., LTD.
1 year and 0 month
Apr. 2017
Executive Officer of the Company
Apr. 2018
Chief Technology Officer (CTO) (to present)
June 2018
Director (to present)
Apr. 2019
Senior Executive Officer (to present)[Reason for nomination as a candidate for Director]
Following his extensive experience working in research and development, Mr. Haruyasu Kida served as General
Manager of the Oils and Fats Division, and he has managed the operations of the Oils and Fats Business globally. Since
April 2018, he has been in charge of promoting research and development strategy and technology management for theGroup as Chief Technology Officer of the Company.
The Company expects Mr. Kida to be able to further contribute to the improvement of corporate value of the Group
based on his experience and the reasons listed above, etc., and therefore, it continues to nominate him as a candidate for
Director.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
Sept. 1989
Oct. 1995

8

Number of sharesof the Company
heldAssistant Professor at Harvard Business School
Assistant Professor at Center for Investigationof Advanced Science and Technology, Japan
Advanced Institute of Science and Technology
Apr. 1997
Assistant Professor at School of Knowledge
Kazuhiro Mishina
Science, Japan Advanced Institute of Science(September 23, 1959)
and Technology
Reelected
Oct. 2002
Assistant Professor at Graduate School of
OutsideBusiness Administration, Kobe University
Independent Director
Oct. 2004
Professor at Graduate School of Business0 shares
Attendance at the Board of
Administration, Kobe University (to present)
Directors meetings:
20/20 (100%)
June 2012
Independent Director of NICHIREI
Years of service (at the
CORPORATION
conclusion of the Meeting):
June 2013
Outside Director of the Company (to present)
6 years and 0 month
June 2016
Independent Director of the Board of Nippon
Paint Holdings Co., Ltd.
[Major concurrent position]
Professor at Graduate School of Business Administration, Kobe
University[Reason for nomination as a candidate for Outside Director]
Mr. Kazuhiro Mishina has been an academic who has years of experience in the forefront of corporate economic
research such as corporate strategies and theory of corporate managers.
He has not directly engaged in corporate management, but he works as an outside director at multiple companies andhas highly specialized knowledge along with a wealth of experience.
The Board of Directors of the Company expects Mr. Mishina to be able to properly execute duties as Outside Director
due to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for Outside Director.
[Matters concerning independence]
The Company has designated Mr. Kazuhiro Mishina as independent director/auditor under the provisions of the Tokyo
Stock Exchange, and has notified the Tokyo Stock Exchange to that effect. In the event that Mr. Mishina is reelected, hewill continue to serve as independent director/auditor.

-9-

No.

Name
(Date of birth)

Past experience, positions and responsibilities in the Company
May 1981
Aug. 1990

9

Number of sharesof the Company
held

Established World Design Corporation
President and CEO of Marketing Dynamics
Laboratory Co., Ltd.
Apr. 2004
Auditor of National University Corporation
Yuko Ueno
Nara Women’s University(Yuko Misaka)June 2006
Outside Director of GUNZE LIMITED(July 7, 1954)
Apr. 2009
Visiting Professor of Faculty of Agriculture,
Reelected
Ehime University
OutsideIndependent Director
Sept. 2010
President and CEO of Ueno Distribution
0 shares
Attendance at the Board ofStrategy Laboratory Co., Ltd. (to present)
Directors meetings:
June 2014
Director of Incorporated Educational Institution
16/16 (100%)
Osaka Sangyo University
Years of service (at theJune 2016
Councilor of Incorporated Educational
conclusion of the Meeting):
Institution Kobe Shoin Women’s University
1 year and 0 month
June 2018
Outside Director of the Company (to present)[Major concurrent position]
President and CEO of Ueno Distribution Strategy LaboratoryCo., Ltd.
[Reason for nomination as a candidate for Outside Director]
Ms. Yuko Ueno has worked as a marketing consultant for many years, and has provided consultation to many
companies and local government agencies, etc.
In addition, she is involved in corporate management as a manager, works as an outside director for a listed company,and has a wealth of experience as well as an advanced level of insight.
The Board of Directors of the Company expects Ms. Ueno to be able to properly execute duties as Outside Director due
to the above mentioned reasons, and therefore, it has decided to nominate her as a candidate for Outside Director.
[Matters concerning independence]
The Company has designated Ms. Yuko Ueno as independent director/auditor under the provisions of the Tokyo Stock
Exchange, and has notified the Tokyo Stock Exchange to that effect. In the event that Ms. Ueno is reelected, she willcontinue to serve as independent director/auditor.

- 10 -

No.

Name(Date of birth)

Past experience, positions and responsibilities in the Company
Apr. 1975
Nov. 2002

Number of sharesof the Company
held

Joined Kagome Co., Ltd.
Director, Beverages Business Unit of Kagome
Co., Ltd.
June 2005
Director & Managing Executive Officer,
General Manager of Tokyo Sales Office,Kagome Co., Ltd.
June 2008
Director & Senior managing Executive Officer,
Head of Administration Department, Kagome
Co., Ltd.
Hidenori Nishi
Apr. 2009
President & Representative Director, Kagome(January 6, 1951)
Co., Ltd.
0 shares
Newly elected
OutsideJan. 2014
Representative Director and Chairman,
Independent Director
Kagome Co., Ltd.
June 2014
Outside Director, NAGASE & CO., LTD. (topresent)
Mar. 2016
Representative Director and Chairman,
Kagome Co., Ltd.
Mar. 2018
Stepped down as Representative Director andChairman, Kagome Co., Ltd.
[Major concurrent position]
Outside Director, NAGASE & CO., LTD.
[Reason for nomination as a candidate for Outside Director]
Mr. Hidenori Nishi has worked for many years in a global food products business and has abundant experience as a10
corporate manager, a deep knowledge of marketing, and a high level of insight into the food industry, the Company’s
core business area.
He also works as an outside director at a listed company. The Company believes that he will be able to use his many
years of management experience to strengthen the oversight of the Company’s business operations and further improvethe effectiveness of the Board of Directors.
The Board of Directors of the Company expects Mr. Nishi to be able to properly execute duties as Outside Director due
to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for Outside Director.
[Matters concerning independence]In the event that Mr. Nishi assumes the office of Director, the Company will designate him as independent
director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock Exchange to that effect.
Kagome Co., Ltd., at which Mr. Nishi served as President & Representative Director and Representative Director andChairman, has engaged in food product development activities and has a business relationship with the Company and
Mr. Nishi. The transaction amount in respect of this relationship is minimal (less than 0.1% of consolidated sales).
The Board of Directors confirms that Mr. Nishi meets the requirements for Outside Directors under the Companies Act
and the requirements for independent director/auditor under the provisions of the Tokyo Stock Exchange, and that there
are no obstacles or issues that would prevent him from carrying out his duties as an Outside Director of the Company.
[Matters of special mention]
During the period that Mr. Nishi served as an Outside Director at Dynapac Co., Ltd. in June and September 2012,
Dynapac was suspected of antitrust violations regarding transactions of cardboard boxes and cardboard sheets.
Following an on-site inspection by the Japan Fair Trade Commission, Dynapac received a Cease and Desist Order and a
Surcharge Payment Order from the Commission for violation of Article 3 of the Antimonopoly Act in June 2014. Afterconfirming the facts of this violation, he fulfilled his responsibilities and made recommendations for thoroughcompliance with antitrust laws and prevention of a recurrence.
[Matters of special mention concerning candidates for Director]- Policies and processes for selecting candidates for Director
Based on the “Fuji Oil Group Management Philosophy,” the Company has a policy to select as Director candidates people who
embody those values at a high level, possess rich real-world experience and great ability, are insightful, and can be expected tocontribute to the further development of the Group. In accordance with this policy, after receiving a report from the Nomination
and Compensation Advisory Committee, the Board of Directors determined such candidates.
- Special interests with the Company
There are no special interests between the candidates and the Company.
- Matters concerning candidates for Outside Director
Of the candidates for Director, Mr. Kazuhiro Mishina, Ms. Yuko Ueno and Mr. Hidenori Nishi are candidates for Outside Directorof the Company.

- 11 -

-

Outline of limited liability agreement with candidates for Outside Director
The Company has entered into a limited liability agreement with Mr. Kazuhiro Mishina and Ms. Yuko Ueno, in accordance withthe provisions of Article 427, Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit of liability fordamages under the agreement is the minimum amount of liability set forth in Article 425, Paragraph 1 of the Companies Act, when
the Outside Directors perform his/her duties in good faith and without gross negligence. If the reelection of Mr. Kazuhiro Mishina
and Ms. Yuko Ueno is approved, the Company intends to extend the limited liability agreements with them on the same terms andconditions. If the election of Mr. Hidenori Nishi is approved, the Company plans to enter into the same limited liability agreementwith him.

- 12 -

Proposal No. 4:

Election of One (1) Audit and Supervisory Board Member

At the conclusion of this General Meeting of Shareholders, the term of office of Audit and Supervisory Board
Member Mr. Minoru Matsumoto will expire. Accordingly, the Company proposes to elect one (1) new Audit andSupervisory Board Member.
The consent of the Audit and Supervisory Board has been obtained with respect to this proposal.
The candidate for Audit and Supervisory Board Member is as follows.
Name(Date of birth)

Past experience, positions in the Company
Apr. 1971
Apr. 1975

Number of sharesof the Company
held

Joined IWATSU ELECTRIC CO., LTD
Joined YAMAMOTO OIL COMPANY LTD. (Current JFE
Shoji Oil Co., Ltd.)
Oct. 1985
Joined Asahishinwa Accounting Audit Corporation (current
KPMG AZSA LLC)
June 2003
Senior Partner at Asahi and Co. (current KPMG AZSA LLC)
Apr. 2004
President and Representative Director, AZSA Sustainability
Co., Ltd. (concurrent position) (current KPMG AZSA
Ryuta Uozumi
Sustainability Co., Ltd.)(February 24, 1948)
June 2010
Stepped down from AZSA Audit Corporation (current
0 shares
Newly elected
KPMG AZSA LLC)
OutsideJuly 2010
Representative of Ryuta Uozumi Certified Public
Independent Auditor
Accountant Office (to present)
June 2013
Stepped down from KPMG AZSA Sustainability Co., Ltd.
July 2013
Representative of Uozumi Sustainability Research Institute(to present)
June 2018
Outside Audit and Supervisory Board Member, Maruichi
Steel Tube Ltd. (to present)[Major concurrent position]
Outside Audit and Supervisory Board Member, Maruichi Steel Tube Ltd.
[Reason for nomination as a candidate for Outside Audit and Supervisory Board Member]
Mr. Ryuta Uozumi has a wealth of expertise and knowledge as a Certified Public Accountant and has many years of experience inaudit work at a major audit corporation. He also has a high level of insight and experience in sustainability issue, including
environmental accounting.
The Board of Directors of the Company expects Mr. Uozumi to be able to properly execute his duties as Outside Audit andSupervisory Board Member due to the above mentioned reasons, and therefore it has decided to nominate him as a candidate for
Outside Audit and Supervisory Board Member.
[Matters concerning independence]In the event that Mr. Ryuta Uozumi assumes the office of Audit and Supervisory Board Member, the Company will designate him as
independent director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock Exchange to that effect.
[Matters of special mention concerning candidates for Audit and Supervisory Board Member]- Matters concerning a candidate for Outside Audit and Supervisory Board Member
Mr. Ryuta Uozumi is a candidate for Outside Audit and Supervisory Board Member.
- Outline of limited liability agreement with a candidate for Outside Audit and Supervisory Board Member
In the event that Mr. Ryuta Uozumi is elected as Outside Audit and Supervisory Board Member by approval and resolution of this
proposal, the Company intends to enter into a limited liability agreement with him, in accordance with the provisions of Article 427,
Paragraph 1 of the Companies Act and the Articles of Incorporation. The limit of liability for damages under the agreement is theminimum amount of liability set forth in Article 425, Paragraph 1 of the Companies Act, when the Audit and Supervisory Board
Member performs his duties in good faith and without gross negligence.
- Special interests with the Company
There are no special interests between Mr. Ryuta Uozumi and the Company.

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Proposal No. 5:

Election of One (1) Substitute Audit and Supervisory Board Member

To prepare for the contingency that the number of Outside Audit and Supervisory Board Members falls below thenumber of Audit and Supervisory Board Members stipulated by laws and regulations, the Company proposes toelect one (1) Substitute Audit and Supervisory Board Member. The appointment of a Substitute Outside Audit andSupervisory Board Member shall be conditional upon the number of Outside Audit and Supervisory Board
Members falling below the number of Audit and Supervisory Board Members stipulated by laws and regulations,and the resolution of this proposal shall be effective until the opening of the first Ordinary General Meeting of
Shareholders to be held after this resolution. However, the effectiveness of the election under this proposal may becancelled by the resolution of the Board of Directors, provided such cancellation is made prior to the assumption of
office and with the consent of the Audit and Supervisory Board. The consent of the Audit and Supervisory Board
has been obtained with respect to this proposal. The candidate for Substitute Audit and Supervisory Board Member
is as follows.
Name(Date of birth)

Past experience, positions in the Company
Apr. 1986

Number of sharesof the Company
heldRegistered as a lawyer
Joined Daiichi Law Office (current Daiichi Law Office,
P.C.)
June 2000
Outside Corporate Auditor of SHINYEI KAISHA
June 2015
Outside Director of SHINYEI KAISHA
Tadashi Fukuda
Outside Auditor of EXEDY Corporation (to present)(March 4, 1953)
Mar. 2016
Representative Partner of Daiichi Law Office, P.C. (to0 shares
Reelected
present)
OutsideJune 2016
Outside Corporate Auditor of Mitsubishi Tanabe Pharma
Independent Auditor
Corporation (to present)[Major concurrent positions]Representative Partner of Daiichi Law Office, P.C.
Outside Auditor of EXEDY Corporation
Outside Corporate Auditor of Mitsubishi Tanabe Pharma Corporation[Reason for nomination as a candidate for Substitute Outside Audit and Supervisory Board Member]
Mr. Tadashi Fukuda is a corporate law specialist with specialized knowledge as a lawyer. He works as an outside director andoutside auditor at multiple companies and has a wealth of experience as well as an advanced level of insight.
The Board of Directors of the Company expects Mr. Fukuda to be able to properly execute duties as Outside Audit and Supervisory
Board Member due to the above mentioned reasons, and therefore, it has decided to nominate him as a candidate for SubstituteOutside Audit and Supervisory Board Member.
[Matters concerning independence]In the event that Mr. Tadashi Fukuda assumes the office of Outside Audit and Supervisory Board Member, the Company intends todesignate him as independent director/auditor under the provisions of the Tokyo Stock Exchange, and notify the Tokyo Stock
Exchange to that effect.
[Matters of special mention concerning candidate for Substitute Audit and Supervisory Board Member]- Matters concerning a candidate for Substitute Outside Audit and Supervisory Board Member
Mr. Tadashi Fukuda is a candidate for Substitute Outside Audit and Supervisory Board Member.
- Outline of limited liability agreement with a candidate for Substitute Outside Audit and Supervisory Board Member
In the event that Mr. Tadashi Fukuda is elected as Substitute Outside Audit and Supervisory Board Member by approval andresolution of this proposal; and the number of Outside Audit and Supervisory Board Members falls below the number stipulated bylaw and Mr. Fukuda assumes the position of Outside Audit and Supervisory Board Member, the Company intends to enter into alimited liability agreement with him in accordance with the provisions of Article 427, Paragraph 1 of the Companies Act and the
Articles of Incorporation. The limit of liability for damages under the agreement is the minimum amount of liability set forth in
Article 425, Paragraph 1 of the Companies Act, when the Audit and Supervisory Board Member performs his duties in good faithand without gross negligence.
- Special interests with the Company
There are no special interests between Mr. Tadashi Fukuda and the Company.

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