Board of Directors and Corporate Auditors

DirectorsTeppei Nagata
President

As of August 30, 2023

April 1980
Joined the Company.
August 2012
Operating Officer
General Manager, Functional Materials
Business Headquarters
November 2016
General Manager, Corporate Planning
Department
General Manager, CSR Promotion Department
August 2017
Director
Senior Operating Officer
August 2019
General Manager, Interior Fittings Business
Headquarters
President and Representative Director,
SUMINOE Co., Ltd.
August 2021
President and Representative Director (present)
Chairman and Representative Director,
SUMINOE Co., Ltd.

Reason for appointment: Mr. Nagata has been responsible for promoting
CSR, organizing management plans, and conducting IR activities. He alsoserved as the president of a Group company that is a mainstay of the Interior
Fittings segment and has a wealth of experience in working in the Functional
Materials segment.

Hiroaki Usugi
Managing Director
Representative Director

April 1986
Joined the Company.
August 2010
General Manager, Accounting Division
August 2017
General Manager, Purchasing Department
Operating Officer
August 2019
Senior Operating Officer (present)
Deputy General Manager, Administration
Headquarters
January 2020
General Manager, Corporate Planning
Department (present)
August 2020
Director
August 2021
Managing Director and RepresentativeDirector (present)
General Manager, Administration
Headquarters (present)

Reason for appointment: As the General Manager of the Accounting
Division, Mr. Usugi was in charge of accounting as a whole. He has abundantbusiness experience in the field of accounting.

Toshiro Maruyama
Managing Director

April 1981
Joined the Company.
August 2013
Operating OfficerFebruary 2017
Department Manager, Automotive Textile
Business Headquarters
August 2017
Senior Operating Officer (present)
August 2021
Director
General Manager, Automotive Textiles
Business Headquarters (present)
President and Representative Director,
Suminoe Teijin Techno Co., Ltd. (present)CEO, Suminoe Textile of America Corporation(present)
Chairman, SPM Automotive Textile Co., Ltd.
(present)
CEO, T.C.H. Suminoe Co., Ltd. (present)
August 2023
Managing Director (present)

Reason for appointment: Mr. Maruyama has held important positions atdomestic and overseas sites in the Automotive Textiles business. Currently heis overseeing the entire business as the General Manager, leveraging his
extensive experience in the Automotive Textiles business.

65

SUMINOE GROUP Integrated Report 2023

Auditors

April 1977
Opened Nishikawa & Nomura Law Office (nowNomura & Partners). (present)
June 2015
Outside Director, MKSystem Corporation(present)
September 2015
Outside Auditor, JTEC Corporation (present)
June 2016
Outside Director, Audit and Supervisory
Committee Member, ALINCO INCORPORATED(present)
August 2018
Outside Director of the Company (present)

April 1982
Joined the Company.
August 2013
Operating Officer
August 2018
Representative Director, Suminoe Techno Co.,
Ltd. (present)
General Manager, Development Department(present)
August 2019
Senior Operating Officer (present)
August 2021
Director (present)

Eiichiro Kimura

Kohei Nomura

Kiyokazu Ichikawa

Director

Outside Director

Full-time Corporate
AuditorIndependent Director
Reason for appointment: Mr. Kimura has been appointed as General
Manager of the Development Department and as Representative Director ofa Group company that plays a pivotal role in the department. He has been incharge of all aspects of technology and production. He has plenty of businessexperience in the fields of production technology and technologicaldevelopment.

Norihisa Murase
Director

April 1983
Joined the Company.
June 2007
Manager, Sales Department, Kinki Block,
SUMINOE Co., Ltd.
July 2007
General Manager, Kinki Block, SUMINOE Co.,Ltd.
August 2020
Operating Officer
August 2021
Senior Operating Officer (present)
Deputy General Manager, Interior Fittings
Business Headquarters
President and Representative Director,
SUMINOE Co., Ltd. (present)
Department Manager, Sales Department,SUMINOE Co., Ltd.
August 2022
Director (present)
General Manager, Interior Fittings Business
Headquarters (present)

Reason for appointment: Mr. Murase has been serving as President andRepresentative Director of a Group company that is at the core of the Interior
Fittings segment. He has extensive business experience in this businesssegment.

Haruo Shimizu
Outside Director
Independent Director

February 1970
Joined Daikin Mfg. Co., Ltd. (current ExedyCorporation)
June 1994
Director, Daikin Mfg. Co., Ltd.
June 2006
President and Chief Executive Officer, ExedyCorporation
April 2015
Chairman, Exedy Corporation
June 2016
Corporate Advisor, Exedy Corporation
Outside Director (in charge of AuditCommittee), Bando Chemical Industries, Ltd.
(present)
August 2016
Outside Director, Suminoe Textile Co., Ltd.
(present)
June 2019
Outside Director, Ashimori Industry Co., Ltd.
(present)

Expected roles: As CEO of Exedy Corporation, Mr. Shimizu has developed awealth of experience and broad insight. We hope that he will capitalize on
these assets to give us valuable opinions and suggestions that will contributeto further improvement of the Company’s corporate governance.

Expected roles: Mr. Nomura has extensive legal knowledge that he has
accumulated for many years as a lawyer. He is expected to appropriately
perform his duties as our outside director from an objective standpoint,
making effective use of his excellent insight and wide-ranging experiencebased on his achievements as an outside director and auditor of othercompanies.

Yumiko OidaOctober 1994
Joined Asahi & Co. (now KPMG AZSA LLC).
April 1998
Registered as a certified public accountant.
August 2008
Director, BRAIN Co., Ltd. (present)
November 2008
Registered as a licensed tax accountant.
June 2019
Outside Director, Audit and Supervisory
Committee Member, SHOEI CORPORATION(present)
June 2020
Outside Director, COTA CO., LTD.
August 2021
Outside Director of the Company (present)

Outside DirectorApril 1982
Joined the Company.
February 2004
General Manager in charge of Production inNara
September 2013
Director, T.C.H Suminoe Co., Ltd.
August 2018
Operating Officer
EVP, Suminoe Textile of America Corporation
January 2020
General manager, Quality Assurance
Department
Manager, Technical Center
August 2020
Full-time Corporate Auditor (present)

Reason for appointment: Mr. Ichikawa has many years of experience inproduction management at the Group’s flagship factory. He has also ample
knowledge acquired through his experience in managing and supervisingmajor overseas Group companies.

Atsuhiro Sonoda
Outside Corporate
AuditorIndependent Director

As of August 30, 2023

April 1988
Joined Takashimaya Co., Ltd.
March 2009
Transferred to Takashimaya Space Create Co., Ltd.
March 2011
Deputy Department Manager, General Affairs
Department, Takashimaya Space Create Co., Ltd.
March 2016
Manager of Accounting, Accounting Department,
Takashimaya Space Create Co., Ltd.
September 2016
Assistant Manager of Finance, Financial Department,
Planning Division, Takashimaya Co., Ltd.
October 2018
Manager of Finance, Financial Department,
Planning Division, Takashimaya Co., Ltd.
March 2019
Deputy Manager, Financial Department, PlanningDivision, Takashimaya Co., Ltd.
August 2019
Outside Corporate Auditor of the Company (present)
February 2023
Registered as a licensed tax accountant
March 2023
Operating Officer and Manager, Financial Department,
Planning Division, Takashimaya Co., Ltd. (present)

Expected roles: As a certified public accountant and a licensed tax accountant, Ms. Oida has built up abundant knowledge and expertise in accounting
and tax affairs for many years. Based on her experience in managing othercompanies and her wide-ranging insight, she is expected to contribute tofurther enhancement of the Company’s corporate governance.

Expected roles: Mr. Sonoda has professional expertise and abundant
experience in corporate management that he has developed while working
in the fields of general affairs as well as accounting and financial affairs. We
expect that he will capitalize on his background for reinforcement of theCompany’s auditing system.

April 1992
Joined Takashimaya Co., Ltd.
February 2013
General Manager, Luxury Brand Business,
Jewelry and Watch Division, Merchandising
Headquarters, Takashimaya Co., Ltd.
March 2015
General Manager, New Business Development
Group, Sales and Business OperationDepartment, Headquarters, Takashimaya Co.,Ltd.
March 2018
General Manager, Sales Operation andMerchandising, Takashimaya Singapore Ltd.
March 2020
Director, General Manager, Sales Operationand Merchandising, Takashimaya Singapore
Ltd.
March 2023
Operating Officer , Deputy General Manager,
Merchandising Headquarters, Takashimaya
Co., Ltd.(present)
August 2023
Outside Director of the Company (present)

May 1991
Joined Marubeni Corporation.
April 2013
Deputy General Manager, Fashion Apparel
Department No2, Marubeni Corporation
April 2014
General Manager, Functional Materials
Department, Marubeni Corporation
April 2017
General Manager, Functional Textile
Department, Marubeni Corporation
June 2020
President and Representative Director,
Marubeni Intex Co., Ltd. (present)
August 2020
Outside Corporate Auditor of the Company(present)

Yuko Shibuya
Outside Director

Expected roles: We expect that Ms. Shibuya will help the Company further
improve its corporate governance, based on a vast amount of experience she
has accumulated while serving as an executive officer at Takashimaya Co.,Ltd.

Takafumi Katayama
Outside CorporateAuditor

Expected roles: What we expect of Mr. Katayama is to help reinforce theCompany’s auditing system, drawing on his rich experience and insights that
he has cultivated at Marubeni Corporation regarding the textiles business.

SUMINOE GROUP Integrated Report 2023

66

Eleven-year Consolidated Financial Summary

Each FY ended May 31

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Net sales (Million yen)

81,873

88,21991,182

97,52996,03897,872

98,61791,51279,702

81,713

94,828Operating income (Million yen)

1,921

2,809

3,101

2,553

1,297

2,247

3,118

1,557

1,049

110

1,294

2.3

3.2

3.4

2.6

1.4

2.3

3.2

1.7

1.3

0.1

1.4

Ordinary income (Million yen)

2,291

3,401

3,729

2,8831,364

2,358

2,956

1,323

1,211

950

1,575

Profit attributable to owners of parent (Million yen)

1,045

1,968

1,815

245

26

1,083

467

142

409

281

320

EBITDA (Million yen)

3,224

4,449

4,964

4,447

2,917

3,973

4,888

3,588

3,028

2,026

3,524

Cash flows from operating activities (Million yen)

3,837

4,479

3,701

1,453

983

3,519

4,760

5,901

4,167

375

1,803

Cash flows from investing activities (Million yen)

-1,676-1,221-1,231-3,211-2,170-244-1,448-1,536-754-1,191-2,834

Free cash flow (Million yen)

2,160

3,257

2,470

-1,757-1,186

3,274

3,311

4,365

3,413

-816

-1,030Cash flows from financing activities (Million yen)

-2,048-895-2,756

119

354

-843

-4,964-1,702-3,174-2,074-52

Total assets (Million yen)

79,90185,841

90,12686,87890,254

92,182

87,97586,272

83,66984,801

88,151

Interest-bearing debts (Million yen)

15,483

15,501

15,134

16,95918,946

19,396

18,54820,184

18,68918,99921,280Shareholders’ equity (Million yen)

19,597

21,552

22,86022,614

22,111

22,664

20,56018,641

18,87819,711

19,458

24.5

25.1

25.4

26.0

24.5

24.6

23.4

21.6

22.6

23.2

22.1

Profit per share (EPS) (Yen)

13.85

26.09

24.07

3.25

3.50

143.66

65.36

21.88

64.84

44.44

50.55

Book-value per share (Yen)

385.46409.77466.15441.61441.23

4,515.26

4,469.04

4,438.11

4,438.67

4,470.49

4,549.75

5

6

6

7

7

―

70

50

35

70

55

36.1

23.0

24.9

215.4

―

48.7

107.1

228.5

54.0

157.5

108.8

Ratio of profit to equity (ROE) (%)

3.8

6.6

5.5

0.7

0.1

3.2

1.4

0.5

1.5

1.0

1.1

Capital expenditure*2 (Million yen)

1,571

1,502

1,422

820

2,722

1,171

1,617

3,516

2,677

4,636

2,441

Depreciation (Million yen)

1,302

1,640

1,862

1,893

1,620

1,725

1,769

2,030

1,979

1,915

2,229

R&D expenses (Million yen)

405

371

380

348

289

268

254

1,117

948

984

1,073

2,401

2,554

2,604

2,786

2,830

2,850

2,899

2,822

2,724

2,640

2,779

Operating results

Operating margin (%)

Cash flows

Financial position

Shareholders’ equity ratio (%)
Per share data*1

Annual dividend per share (Yen)
Payout ratio (%)
Other data

Number of employees*1 The Company consolidated its common shares at a ratio of 10 shares to 1 share, effective December 1, 2017. Considering the impact of the share consolidation, the value of the annual dividend
per share for the fiscal year ended in May 2018 is omitted.
*2 Capital expenditure for the fiscal year ended May 2020 and later includes not only property, plant and equipment, intangible assets, and investments but also an increase in leased assets owing
to the application of IFRS 16 “Leases.”67

SUMINOE GROUP Integrated Report 2023

SUMINOE GROUP Integrated Report 2023

68

Corporate Summary and Investor Relations

Operation Sites of the SUMINOE GROUP

Group companies in Japan (head offices)❶ Suminoe Textile Co., Ltd. (Osaka City)❷ SUMINOE Co., Ltd. (Osaka City)

Overseas Group companies

Planning and sales of interior products, mainly carpets and curtains❸ RUNON CO., LTD. (Tokyo)

China

Planning and sales of interior products, mainly wallpapers❶ SPM Automotive Textile Co., Ltd. Guangzhou❹ Suminoe Logistics Co., Ltd. (Ikoma-gun, Nara Prefecture)❷ Suzhou Suminoe Koide Automotive Accessories Co., Ltd.

Product storage, handling, processing, and delivery❸ Suzhou Suminoe Textiles Co., Ltd.

❺ Suminoe Works Co., Ltd. (Tokyo)❹ Suminoe Textile Shanghai Co., Ltd.

Installation of interior products

India❻ Kansai Laboratory Co., Ltd. (Matsubara City, Osaka Prefecture)1112❺ Suminoe Teijin Techno Krishna India Pvt. Ltd.

Testing and inspection services❼ Suminoe Teijin Techno Co., Ltd. (Osaka City)2 3 4Vietnam❻ Suminoe Textile Vietnam Co., Ltd.

516Thailand

Production and sales of automotive textiles, mainly seat covering materials❽ Marunaka Souei Co., Ltd. (Osaka City)
Wholesale of traffic facility textiles

13❾ Suminoe Techno Co., Ltd.

78

❼ Suminoe Koide (Thailand) Co., Ltd.
❽ T.C.H. Suminoe Co., Ltd.

Production and processing of carpets, continuous fiber spinning (including recycling),and production and processing of needle punch carpets
Shiga Factory (Koka City, Shiga Prefecture)
Nara Factory (Ikoma-gun, Nara Prefecture)

Offices/Factories of Suminoe Textile Co., Ltd.
1 Head Office (Osaka City)■Indonesia

10 TANGO TEXTILE Co., Ltd. (Kyotango City, Kyoto Prefecture)●

2 Tokyo Branch (Tokyo)■❾ PT. Sinar Suminoe Indonesia

9 10

10 PT. Suminoe Surya Techno●

Production and sales of plush hand-woven curtains, hand-woven carpets and hooked rugs, and other rugs

11 Teijin Tecloth Ltd. (Inazawa City, Aichi Prefecture)●

3 Nara Factory (Ikoma-gun, Nara Prefecture)■

Production and sales of automotive seat covering materials, chair upholstery fabrics, and clothing textiles

4 Shiga Factory (Koka City, Shiga Prefecture)■United States
11 Suminoe Textile of America Corporation●12 Bondtex, Inc.
●

5 Kyoto Traditional Art and Craft Factory (Kyoto City)■Mexico13 Suminoe Textile de Mexico, S.A. de C.V.
●

9 Hiroshima Sales Office (Hiroshima City)■

6 East Tokyo Sales Office (Wako City, Saitama Prefecture)■
7 West Tokyo Sales Office (Isehara City, Kanagawa Prefecture)■
8 Nagoya Sales Office (Nagoya City, Aichi Prefecture)
■

5❾ 4❶
❷
❼
❽
14
16

Automotive Textiles

Traffic Facilities

Functional Materials

9Arts and Crafts Textiles

1

617●
12●
11●

13 Sewing Hyogo Co., Ltd. (Tamba City, Hyogo Prefecture)●Sewing and processing of fabric products

12●

10●
13●Dyeing and finishing of automotive seat covering materials and interior fabrics
Head Office (Ichinomiya City, Aichi Prefecture)
Ishikawa Factory (Nomi City, Ishikawa Prefecture)

14 INTEC CO., LTD. (Osaka City)●

10 Fukuoka Sales Office (Fukuoka City)■

10Interior Fittings

12 Owari Seisen Co., Ltd.
●15 2
❸❺●

Development, design and sales of test equipment and measuring instruments

15 CPO Co., Ltd. (Tokyo)●

Interior design, construction and supervision,
manufacture and sale of custom-made furniture

16 PRETERIOR-TEXTILE Inc. (Osaka City)●❻Interior finish work and sales of interior options❹❾
317 Seki Textile Co., Ltd. (Seki City, Gifu Prefecture)●Production and sales of automotive textiles and traffic facilities textiles

87

Sales offices of each business segment●Interior Fittings●Automotive Textiles●Traffic Facilities●Functional Materials●SUMINOE SHOWROOM

Corporate Summary (As of May 31, 2023)

69

Shareholder Distribution

Company Name

Suminoe Textile Co., Ltd.

Fiscal year end

May 31 each year

Head Office

11-20, Minami-Semba 3-Chome, Chuo-ku,
Osaka 542-8504, Japan

Annual General Meetingof Shareholders

Late August each year

Founded1883

Share unit number

100 sharesIncorporated

December 25, 1913
Suminoe Textile Joint-Stock Company

Stock listings
MarketTokyo Stock Exchange, Prime

Securities code

3501

Shareholder registryadministrator

Mizuho Trust & Banking Co., Ltd.

Accounting auditor

KPMG AZSA LLC

Organizationalchange

December 26, 1930
Suminoe Textile Co., Ltd.

Capital¥9,554,000,000

Number of
employees

260 (Consolidated group companies: 2,779)

URL

https://suminoe.co.jp/en/

Number of
consolidated
subsidiaries

29

Number ofequity-method
affiliates

2

SUMINOE GROUP Integrated Report 2023

Individuals and others

50.93%

Major Shareholders
Financial institutions

17.76%

Financial instruments
business operators

0.48%

Other corporations

28.20%
Foreign investors(individuals)

0.02%

Foreign investors(excluding individuals)

2.61%

Stock Information
Authorized shares

30,000,000

Issued shares

7,682,162

Number of shareholders

8,645

Name

Number of shares Percentage of total(Thousands) shares outstanding (%)

Takashimaya Company, Limited

924

14.58

Nippon Life Insurance Company

476

7.52

Marubeni Corporation

366

5.78

Hayashi Telempu Holdings Corporation

233

3.67

The Master Trust Bank of Japan, Ltd.
(Trust account)

221

3.50

The Master Trust Bank of Japan, Ltd. (as trusteefor Retirement Benefit Trust of UNITIKA LTD.)

178

2.82

Suminoe Textile Employee’s Association

162

2.56

Suminoe Textile Kyoeikai

159

2.52

Toray Industries, Inc.

129

2.05

Meiji Yasuda Life Insurance Company

115

1.82

*1. Fractions of less than 1,000 were disregarded in the numbers of shares held.
*2. Suminoe Textile Co., Ltd. has treasury stock (1,338,540 shares) but is not includedin the above list of major shareholders.
Treasury stock is excluded from the calculation of the percentages of share ownership.
SUMINOE GROUP Integrated Report 2023

70