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: 8051
June 3, 2024
To our shareholders:
Koji KISHIDA
Representative Director and President
YAMAZEN CORPORATION
2-3-16 Itachibori, Nishi-ku, Osaka

Notice of the 78th Annual General Meeting of Shareholders
We are pleased to announce the 78th Annual General Meeting of Shareholders of YAMAZEN CORPORATION (the“Company”), which will be held as stated below.
When convening this general meeting of shareholders, the Company takes measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) electronically and posts the items subject to measuresfor electronic provision on websites. Please access any of the following websites to check the information.
[The Company’s website]
https://www.yamazen.co.jp/ir/stock/general-meeting.html (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/8051/teiji/ (in Japanese)
In addition to posting items subject to measures for electronic provision on the websites above, the Company also
posts this information on the website of Tokyo Stock Exchange, Inc. (TSE). To access this information from the latter
website, access the TSE website (Listed Company Search) by using the internet address shown below, enter“YAMAZEN” in the issue name (company name) or the Company’s securities code “8051” in “Code,” and click“Search,” and 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].”[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are not attending the meeting, you can exercise your voting rights via the Internet or in writing (by mail).
Please consider the Reference Documents for General Meeting of Shareholders and exercise your voting rights inaccordance with the “Information on the Exercise of Voting Rights” (in Japanese only) no later than 5:30 p.m. on
Monday, June 24, 2024 (JST).
1. Date and Time: Tuesday, June 25, 2024 at 10:00 a.m. (JST) (Door opens at 9:00 a.m.)
2. Venue:
2nd floor “HINOKI” room in InterContinental Osaka, Grand Front Osaka, North Wing Tower C
3-60 Ofuka-cho, Kita-ku, Osaka(Please be aware that the venue is different from the previous meeting.)
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements for the 78th fiscal year (April 1, 2023 to March 31,2024) and results of audits by the Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the 78th fiscal year (April 1, 2023 to March 31, 2024)-1-

Matters to be resolved:
Proposal No. 1
Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal No. 2
Election of Three Directors Who Are Audit and Supervisory Committee Members
4. Matters Determined Concerning the Convocation (Information on the Exercise of Voting Rights)(1) If you exercise your voting rights in writing (by mail) and do not indicate “for” or “against” for each of the
proposals on the Voting Rights Exercise Form, it will be treated as “for.”(2) If you exercise your voting rights more than once via the Internet, etc., the last vote will be treated as thevalid vote.
(3) If you exercise your voting rights both via the Internet and in writing (by mail), we will treat your vote via
the Internet as valid, regardless of the date and time of arrival.

-

If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the matters
before and after the revisions will be posted on each website mentioned above.
For the 78th Annual General Meeting of Shareholders, we will uniformly send the documents stating the items subject to measuresfor electronic provision to all shareholders with voting rights, including shareholders who have requested the paper-based documents,
but the documents will exclude the following matters pursuant to the provisions of laws and regulations and Article 15, paragraph 2of the Company’s Articles of Incorporation. In addition, the Audit and Supervisory Committee and the Accounting Auditor haveaudited the documents to be audited, including the following items.
(i) “The Systems to Ensure the Appropriateness of Operations,” “Outline of the Operating Status of the System to Ensure theAppropriateness of Operations,” and “Basic Policy Regarding Control of the Company” in the business report(ii) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the consolidated
financial statements(iii) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the nonconsolidated financial statements

No souvenirs will be distributed to shareholders attending the General Meeting of Shareholders.
We appreciate your understanding.
Although electronic provision of informational materials for general meetings of shareholders has been introduced,
we have uniformly sent the materials in writing as before, regardless of whether or not a request for the paperbased documents to be sent to shareholders has been made, in order to avoid confusion and inconvenience for ourshareholders. We plan to transition to providing this information on our website in the future, while monitoring thesituation to determine how well such provision becomes an established practice.

-2-

Proposal No. 1

Election of Seven Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all seven Directors (excluding Directors who are Audit andSupervisory Committee Members; applicable to the rest of this proposal) will expire. Therefore, the Company
proposes the election of seven Directors, including two outside Directors.
In addition, as a result of an examination, the Audit and Supervisory Committee judged that the candidates in this
proposal are qualified.
The candidates for Director are as follows:
Candidate
No.

1

Name

Yuji NAGAO

Candidate
Attributes

GenderPosition and Responsibility in
the Company

Reelection

Male

Director, Chairman

2

Koji KISHIDA

Reelection

Male

3

Kimihisa SASAKI

Reelection

Male

4

Masamichi YAMAZOE

Reelection

Male

5

Naonori NAKAYAMA

Reelection

Male

6

7
Notes:

Representative Director,
President & CEO& President of General Sales
H.Q.
Representative Director,
Executive Vice President(In Charge of Domestic Market)& President of Tokyo Regional
H.Q.
Director, Executive Officer,
CFO & President of Corporate
Administration H.Q.
Director, Executive Officer;
President of Home Products
Division H.Q.

Attendance atYears asDirector (as of Meetings ofthe Board oftheConclusion of Directors in
FY2023
this Meeting)
13/13
10 years(100%)
6 years

13/13(100%)

4 years

13/13(100%)

6 years

13/13(100%)

2 years

13/13(100%)

Reelection
13/13
OutsideMale Outside Director
2 years
Hirohiko SUMIDA(100%)
Independent
Officer
New election
OutsideFemale–––Atsumi EGUCHI
Independent
Officer
1. In addition to the number of meetings listed under “Attendance at Board of Directors meetings” above, there were two
written resolutions deemed to have been adopted by the Board of Directors based on the provisions of Article 370 of theCompanies Act and Article 25 of the Articles of Incorporation of the Company.
2. The Company has entered into a liability insurance contract with an insurance company for officers, etc. as stipulated in
Article 430-3, paragraph 1 of the Companies Act. This insurance policy covers the costs of disputes and damages incurredby the insured due to third party lawsuits, shareholder representative lawsuits, corporate lawsuits, etc., and the Company
bears the full amount of all insurance premiums for the insured. If the candidates are elected and appointed as Directors
as proposed, all of the Directors will be insured under the insurance policy. In addition, when the policy is renewed, theCompany plans to renew the policy with the same terms.

-3-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1977
Apr. 2011
Apr. 2012

Reelection
Yuji NAGAO(December 25, 1954)

1[Years as Director (as of theconclusion of this meeting)]
10 years[Attendance at Board of
Directors meetings]
13/13 (100%)

Apr. 2013

Apr. 2014
Jun. 2014
Apr. 2015
Apr. 2016
Apr. 2017

Joined the Company
Vice President; Vice President of Housing
Equipment & Materials Division H.Q.
Vice President; Vice President of Housing
Equipment & Materials Division H.Q. andGeneral Manager in charge of Higashi Nippon
RegionSenior Vice President; President of Housing
Equipment & Materials Division H.Q. andGeneral Manager in charge of Nishi Nippon
RegionSenior Vice President; President of Housing
Equipment & Materials Division H.Q.
Director
Managing Director
Director and Executive Officer; President of
Production Equipment
Representative Director, President & CEO and
COO
Representative Director, President & CEO
Director, Chairman (to present)

Number of theCompany’s shares
owned

55,600 shares

Apr. 2020
Apr. 2023[Reasons for nomination as candidate for Director]
Yuji NAGAO has governed the Company and the Group as Representative Director and President of the Company over
the years, and contributed to the growth of the Group significantly based on his abundant experience.
Taking into account the above facts, the Company determined that he is capable of contributing to the futureenhancement of the Group’s corporate value and strengthening the supervisory function of the Board of Directors, andproposes that he again be elected as Director.
[Special interests]
There is no special interest between Yuji NAGAO and the Company.
Note: The Company has entered into an agreement with Yuji NAGAO to limit his liability for damages provided
under Article 423, paragraph 1 of the Companies Act to the amount provided by laws and regulations. If his
reelection is approved, the Company plans to maintain the aforementioned agreement with him.

-4-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1983
Apr. 2016

Oct. 2016

2

Reelection

Apr. 2018

Koji KISHIDA(September 2, 1960)

Jun. 2018
Apr. 2020[Years as Director (as of theconclusion of this meeting)]
6 years[Attendance at Board of
Directors meetings]
13/13 (100%)

Apr. 2021

Oct. 2021

Apr. 2022
Apr. 2023
Apr. 2024

Joined the Company
Corporate Officer; Vice President of Machine
Tools Division H.Q. (in charge of overseas
business), General Manager of International
Department and President of YAMAZEN(KOREA) LTD.
Corporate Officer; Vice President of Machine
Tools Division H.Q. (in charge of overseas
business) and President of YAMAZEN(KOREA) LTD.
Executive Officer; President of Production
Equipment Business H.Q.
Director
Director and Executive Officer; Vice Presidentof General Sales H.Q. (in charge of overseas
business) and General Manager of theInternational Department, Machine Tools
Division H.Q.
Director and Executive Officer; Vice Presidentof General Sales H.Q. (in charge of overseas
business); President of Total Factory Solutions
Division H.Q. and General Manager of theInternational Department, Machine Tools
Division H.Q.
Director and Executive Officer; Vice Presidentof General Sales H.Q. (in charge of overseas
business)
Director, Executive Officer
Representative Director, President & CEO
Representative Director, President & CEO& President of General Sales H.Q. (to present)

Number of theCompany’s shares
owned

27,200 shares[Reasons for nomination as candidate for Director]
Currently, Koji KISHIDA governs the Company and the Group as Representative Director and President of theCompany, and exhibits strong leadership with a global perspective and sensibility cultivated through his many years ofexperience stationed overseas based on his abundant experience.
Taking into account the above facts, the Company determined that he is capable of further promoting efforts to realize
the Group’s vision and contributing to the sustainable growth of the Group and further enhancement of the Group’s
corporate value, and proposes that he again be elected as Director.
[Special interests]
There is no special interest between Koji KISHIDA and the Company.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 20133

Reelection

Apr. 2015
Apr. 2016
Apr. 2017

Kimihisa SASAKI(January 25, 1957)

Jun. 2017
Apr. 2018[Years as Director (as of theconclusion of this meeting)]
4 years[Attendance at Board of
Directors meetings]
13/13 (100%)

Jun. 2019
Apr. 2020
Jun. 2020
Apr. 2021
Apr. 2024

Joined the Company
Vice President; Vice President of Osaka
Regional H.Q.
Senior Vice President
Corporate Officer
Executive Officer; President of Osaka Regional
H.Q.
Director
Director and Executive Officer; President of
Osaka Regional H.Q.
Resigned as Director
Executive Officer
Executive Officer; President of General Sales
H.Q.
Director
Representative Director
Representative Director,
Executive Vice President(In Charge of Domestic Market)& President of Tokyo Regional H.Q. (topresent)

Number of theCompany’s shares
owned

26,300 shares[Reasons for nomination as candidate for Director]
Kimihisa SASAKI possesses abundant experience and a broad insight gained through his services as Executive Vice
President in charge of domestic market, and in directing the management of the Tokyo Regional H.Q. as a supervisor.
He currently serves as Representative Director of the Company.
Taking into account the above facts, the Company determined that he is capable of contributing to the futureenhancement of the Group’s corporate value, and proposes that he again be elected as Director.
[Special interests]
There is no special interest between Kimihisa SASAKI and the Company.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1982
Apr. 2015
Apr. 2016

Reelection
Masamichi YAMAZOE(March 10, 1960)

4[Years as Director (as of theconclusion of this meeting)]
6 years[Attendance at Board of
Directors meetings]
13/13 (100%)

Apr. 2017

Nov. 2017
Apr. 2018
Jun. 2018
Apr. 2020

Oct. 2021

Joined the Company
Vice President; General Manager of Legal &Credit Department of Administration H.Q.
Corporate Officer; General Manager ofInternational Administration Department of
Administration H.Q.
Corporate Officer; Vice President of
Administration H.Q. and General Manager ofInternational Administration Department
Corporate Officer; President of Administration
H.Q.
Executive Officer; CFO
Director
Director and Executive Officer; CIO, Presidentof Corporate Planning H.Q. and CFO, Presidentof Administration H.Q.
Director and Executive Officer; CIO & CFO,
President of Corporate Administration H.Q. (topresent)
Director, Executive Officer, CFO (to present)

Number of theCompany’s shares
owned

25,800 shares

Apr. 2024[Reasons for nomination as candidate for Director]
Masamichi YAMAZOE possesses abundant experience and broad insight gained through his services as a supervisor ofdomestic and overseas legal affairs sections and current responsibility as a supervisor of the Corporate Administration
H.Q.
Taking into account the above facts, the Company determined that he is capable of contributing to the futureenhancement of the Group’s corporate value, and proposes that he again be elected as Director.
[Special interests]
There is no special interest between Masamichi YAMAZOE and the Company.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1987
Apr. 2015

Reelection
Naonori NAKAYAMA(June 11, 1962)

5[Years as Director (as of theconclusion of this meeting)]
2 years[Attendance at Board of
Directors meetings]
13/13 (100%)

Apr. 2016

Oct. 2017

Apr. 2018
Apr. 2021
Apr. 2022

Joined the Company
Vice President; General Manager of Sales
Division, Home Products Division H.Q.
Corporate Officer; Vice President of Home
Products Division H.Q. and General Manager
of Sales DivisionCorporate Officer; Vice President of Home
Products Division H.Q. (in charge of sales) and
General Manager of Sales Division 2
Corporate Officer; President of Home Products
Division H.Q. (to present)
Executive Officer
Executive Officer (to present) (Japanese title
changed; English title unchanged)
Director (to present)

Number of theCompany’s shares
owned

9,900 shares

Jun. 2022[Reasons for nomination as candidate for Director]
Naonori NAKAYAMA serves as the person responsible for the Home Products Division H.Q., contributes significantly
to the development of the business, and has abundant experience and broad insight of the consumer goods-related
business.
Taking into account the above facts, the Company determined that he is capable of providing sound advice on thegeneral management of the Company and contributing to the future enhancement of the Group’s corporate value, andproposes that he again be elected as Director.
[Special interests]
There is no special interest between Naonori NAKAYAMA and the Company.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 1991
Jan. 2003

6

Number of theCompany’s shares
ownedJoined Mitsubishi Corporation
General Manager of Strategic IT Planning andSolution Business Unit, Living Essentials
Group
Apr. 2008
CIO of Living Essentials GroupFeb. 2011
Joined Toyo Kohan Co., Ltd.
Apr. 2011
Executive Officer, Chief and General Manager
Reelectionof President’s officeOutsideApr. 2012
Executive Officer, Chief of Strategic Planning
Independent Officer
Division and General Manager of Business
Development Dept.
Hirohiko SUMIDA
Jun. 2012
Director(August 21, 1956)
0 shares
Apr. 2013
Director and Executive Officer, Chief of[Years as Director (as of theStrategic Planning Divisionconclusion of this meeting)]
Jun. 2014
Representative Director and President
2 years
Jun. 2014
Corporate Officer of Toyo Seikan Group[Attendance at Board of
Holdings, Ltd.
Directors meetings]
Jun. 2018
Director, Toyo Kohan Co., Ltd. (resigned in
13/13 (100%)
March 2022)
Jun. 2018
Executive Vice President and Director, Toyo
Seikan Group Holdings, Ltd. (resigned in June
2022)
Jun. 2022
Outside Director of the Company (to present)(Significant concurrent positions outside the Company)
Not applicable[Reasons for nomination as candidate for outside Director and overview of expected roles]
Hirohiko SUMIDA possesses keen insight and abundant experience gained through his service as a representative
director and president at another company, in addition to extensive knowledge of IT. The Company determines that it
can be expected that his pertinent advice on matters concerning the overall management of the Company will improvethe effectiveness of the decision-making and supervisory functions of the Board of Directors, and further enhance
corporate governance for the Group, and proposes that he again be elected as outside Director of the Company.
[Special interests]
There is no special interest between Hirohiko SUMIDA and the Company.
Notes: 1. Hirohiko SUMIDA is a candidate for outside Director. Furthermore, he satisfies the requirements for an
independent officer as provided for by the Tokyo Stock Exchange, and the Company has submitted
notification to the aforementioned exchange concerning his appointment as an independent officer. If his
reelection is approved, the Company plans for his designation as an independent officer to continue.
2. Hirohiko SUMIDA is currently an outside Director of the Company, and at the conclusion of this meeting,his tenure will have been two years.
3. The Company has entered into an agreement with Hirohiko SUMIDA to limit his liability for damages
provided under Article 423, paragraph 1 of the Companies Act to the amount provided by laws andregulations. If his reelection is approved, the Company plans to maintain the aforementioned agreementwith him.

-9-Candidate
No.

Name
(Date of birth)

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

New election
OutsideIndependent Officer

Apr. 2013

Apr. 2016
Atsumi EGUCHI(October 2, 1957)[Years as Director (as of theconclusion of this meeting)]–

Nov. 2017

Mar. 2018

7

Number of theCompany’s shares
ownedJoined Suntory Spirits Ltd. (currently Suntory
Holdings Limited)
Head of Public Relations, Suntory Holdings
LimitedSenior General Manager of Business
Development Department, Suntory Global
Innovation Center Ltd.
Assistant to Executive Officer in charge of
R&D, in charge of Public Relations (Full-time
General Manager), Suntory Holdings Limited(resigned in October 2017)
Joined Ezaki Glico Co., Ltd.
Director, Manager of Corporate
Communication
Executive Officer (resigned in December 2022)

0 shares(Significant concurrent positions outside the Company)
Outside Director of Nissui Corporation[Reasons for nomination as candidate for outside Director and overview of expected roles]
Although Atsumi EGUCHI does not have any past experience of being directly involved in corporate management
other than being an outside officer, she possesses abundant experience and broad insight, including being involved in
R&D and public relations departments of a beverage and food manufacturer, as well as leading the implementation ofstrategic plans and overall CSR activities in a corporate communications department.
The Company determines that it can be expected that her pertinent and independent advice on matters concerning theoverall management at Board of Directors meetings of the Company from the perspective of corporate communications
and diversity will improve the effectiveness of the decision-making and supervisory functions of the Board of Directors,
and further enhance corporate governance for the Group, and propose that she be newly elected as outside Director of
the Company.
[Special interests]
There is no special interest between Atsumi EGUCHI and the Company.
Notes: 1. Atsumi EGUCHI is a candidate for outside Director. Furthermore, she satisfies the requirements for an
independent officer as provided for by the Tokyo Stock Exchange. If her election is approved, theCompany plans to designate her appointment as an independent officer.
2. If the election of Atsumi EGUCHI is approved, the Company plans to enter into an agreement with her tolimit her liability for damages provided under Article 423, paragraph 1 of the Companies Act to the amountprovided by laws and regulations.

- 10 -

Proposal No. 2

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all Directors who are Audit and Supervisory Committee
members (three persons) will expire. Therefore, the Company proposes the election of three Directors who are Audit
and Supervisory Committee members.
In addition, the consent of the Audit and Supervisory Committee has been obtained for the submission of this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:

Candidate
No.

1

2

3
Notes:

Name

Candidate
Attributes

GenderPosition andResponsibility in the
Company

Attendance
AttendanceYears asat Meetings
Director (as at Meetingsof the Auditof theof theandBoard ofConclusion
Supervisory
Directors inof thisCommittee
FY2023
Meeting)
in FY2023

Director; Full-time
13/13
13/13
Audit and5 years
Satoshi MURAI
Reelection
Male(100%)(100%)
Supervisory
Committee Member
Outside Director;
Reelection
13/13
13/13
Audit andOutside8 years
Male
Yoshinori TSUDA(100%)(100%)
Supervisory
Independent
Committee Member
Officer
Outside Director;
Reelection
13/13
13/13
Audit andOutside3 years
FemaleNaoko NAKATSUKASA(100%)(100%)
Supervisory
Independent
Committee Member
Officer
1. In addition to the number of meetings listed under “Attendance at Board of Directors meetings” above, there were two
written resolutions deemed to have been adopted by the Board of Directors based on the provisions of Article 370 of theCompanies Act and Article 25 of the Articles of Incorporation of the Company.
2. The Company has entered into a liability insurance contract with an insurance company for officers, etc. as stipulated in
Article 430-3, paragraph 1 of the Companies Act. This insurance policy covers the costs of disputes and damages incurredby the insured due to third party lawsuits, shareholder representative lawsuits, corporate lawsuits, etc., and the Company
bears the full amount of all insurance premiums for the insured. If the candidates are elected and appointed as Directors
who are Audit and Supervisory Committee Members as proposed, all of the Directors who are Audit and Supervisory
Committee Members will be insured under the insurance policy. In addition, when the policy is renewed, the Company
plans to renew the policy with the same terms.

- 11 -

Candidate
No.

Name
(Date of birth)

Apr. 1981
Apr. 2014

Number of theCompany’s shares
ownedJoined the Company
Vice President; General Manager of Tokyo
Administration Department of Administration
Satoshi MURAI
H.Q.
(January 5, 1958)
Apr. 2017
Corporate Officer; Vice President of
Administration H.Q. (stationed in Tokyo) and[Years as Director (as of theGeneral Manager of Tokyo Administration
conclusion of this meeting)]
Department
12,000 shares
5 years[Attendance at Board ofOct. 2017
Corporate Officer; Vice President of
Directors meetings]
Administration H.Q. and General Manager of
13/13 (100%)
Human Resources Department[Attendance at Meetings of the Apr. 2019
Corporate Officer; Vice President ofAudit and Supervisory
Administration H.Q.
Committee]
Jun. 2019
Director (Full-time Audit and Supervisory
13/13 (100%)
Committee Member) (to present)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Satoshi MURAI possesses abundant experience and broad insight gained through his services as a supervisor of the
Human Resource Department, etc., and as Vice President of the Administration H.Q.
Currently, he serves as full-time member of the Audit and Supervisory Committee and the Company determined that heis capable of applying such experience to contribute to the bolstering of the audit and supervisory functions of theCompany, and proposes that he be reelected as Director who is an Audit and Supervisory Committee Member.
[Special interests]
There is no special interest between Satoshi MURAI and the Company.
Note: The Company has entered into an agreement with Satoshi MURAI to limit his liability for damages provided
under Article 423, paragraph 1 of the Companies Act to the amount provided by laws and regulations. If his
reelection is approved, the Company plans to maintain the aforementioned agreement with him.
Reelection

1

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company- 12 -

Candidate
No.

Name
(Date of birth)
Reelection
OutsideIndependent Officer
Yoshinori TSUDA(August 18, 1972)

2

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Joined Chuo Audit Corporation(Renamed to Misuzu Audit Corporation in
September 2006)
Apr. 1998
Registered as Certified Public Accountant
Jul. 2007
Resigned from Misuzu Audit Corporation
Aug. 2007
Representative Director and Partner of ASUKA
Consulting INC. (to present)
Representative of Yoshinori Tsuda CPA Office(to present)
Jun. 2013
Outside Audit & Supervisory Board Member of
the Company
Jun. 2016
Outside Director (Audit and Supervisory
Committee Member) (to present)(Significant concurrent positions outside the Company)
Outside Audit & Supervisory Board Member of Daiichi Kigenso
Kagaku Kogyo Co., Ltd.

Number of theCompany’s shares
owned

Apr. 1995[Years as Director (as of the
0 sharesconclusion of this meeting)]
8 years[Attendance at Board of
Directors meetings]
13/13 (100%)[Attendance at Meetings of the
Audit and Supervisory
Committee]
13/13 (100%)[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
Yoshinori TSUDA possesses expertise and professional ethics formed as a certified public accountant, and a wealth ofexperience as an outside auditor at other companies. Therefore, the Company determines that he can provide valuableadvice and appropriate audits and supervision in deliberations on proposals at meetings of the Board of Directors froman objective and neutral standpoint as outside Director (Audit and Supervisory Committee Member), and proposes that
he again be elected as outside Director who is an Audit and Supervisory Committee Member.
[Special interests]
There is no special interest between Yoshinori TSUDA and the Company.
Notes: 1. Yoshinori TSUDA is a candidate for outside Director. Furthermore, he satisfies the requirements for an
independent officer as provided for by the Tokyo Stock Exchange, and the Company has submitted
notification to the aforementioned exchange concerning his appointment as an independent officer. If his
reelection is approved, the Company plans for his designation as an independent officer to continue.
2. Yoshinori TSUDA is currently an outside Director who is an Audit and Supervisory Committee Member of
the Company, and at the conclusion of this meeting, his tenure will have been eight years. Yoshinori
TSUDA also served as an outside Audit & Supervisory Board Member of the Company for three years
from June 2013.
3. The Company has entered into an agreement with Yoshinori TSUDA to limit his liability for damages
provided under Article 423, paragraph 1 of the Companies Act to the amount provided by laws andregulations. If his reelection is approved, the Company plans to maintain the aforementioned agreementwith him.

- 13 -

Candidate
No.

Name
(Date of birth)
Reelection
OutsideIndependent Officer
Naoko NAKATSUKASA(April 8, 1965)

3

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Graduated from the Supreme Court Legal
Training and Research Institute
Registered with Osaka Bar Association
Joined Chuo Sogo Law Office, P.C. (currently
Chuo Sogo Law Office, P.C.) (to present)
Apr. 2006
Registered as attorney in the state of New York
Apr. 2008
Part-time lecturer at the Graduate School of
Law / Faculty of Law, Kyoto University
Jun. 2021
Outside Director (Audit and Supervisory
Committee Member) of the Company (topresent)(Significant concurrent positions outside the Company)
Outside Director (Audit and Supervisory Committee Member)of Nakabayashi Co., Ltd.
Outside Director (Audit and Supervisory Committee Member),
WADAKOHSAN CORPORATION

Number of theCompany’s shares
owned

Apr. 1994[Years as Director (as of the
0 sharesconclusion of this meeting)]
3 years[Attendance at Board of
Directors meetings]
13/13 (100%)[Attendance at Meetings of the
Audit and Supervisory
Committee]
13/13 (100%)[Reasons for nomination as candidate for outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
Although Naoko NAKATSUKASA does not have any past experience involved in corporate management other thanbeing an outside officer, she possesses expertise and professional ethics formed as an attorney-at-law and a wealth ofexperience as an outside director and outside auditor at other companies. Therefore, the Company determines that she
can provide valuable advice and appropriate audits and supervision in deliberations on proposals at meetings of theBoard of Directors from an objective and neutral standpoint as outside Director (Audit and Supervisory Committee
Member), and proposes that she again be elected as outside Director who is an Audit and Supervisory Committee
Member.
[Special interests]
There is no special interest between Naoko NAKATSUKASA and the Company.
Notes: 1. Naoko NAKATSUKASA is a candidate for outside Director. Furthermore, she satisfies the requirements
for an independent officer as provided for by the Tokyo Stock Exchange, and the Company has submitted
notification to the aforementioned exchange concerning her appointment as an independent officer. If her
reelection is approved, the Company plans for her designation as an independent officer to continue.
2. While Naoko NAKATSUKASA belongs to Chuo Sogo Law Office, P.C., to which the Company entrusts
services and from which the Company receives legal advice from attorneys-at-law in the firm other thanthe candidate, the annual amount of consulting fees paid by the Company to the firm is less than ¥10
million.
3. Naoko NAKATSUKASA is currently an Outside Director who is an Audit and Supervisory Committee
Member of the Company, and at the conclusion of this meeting, her tenure will have been three years.
4. The Company has entered into an agreement with Naoko NAKATSUKASA to limit her liability fordamages provided under Article 423, paragraph 1 of the Companies Act to the amount provided by laws
and regulations. If her reelection is approved, the Company plans to maintain the aforementioned
agreements with her.
5. Nakabayashi Co., Ltd., where Naoko NAKATSUKASA serves as an Outside Director (Audit andSupervisory Committee Member), was subject to a Cease and Desist Order for an act in violation of Article
3 of the Antimonopoly Act concerning specified data printing services ordered by the Japan Pension
Service in March 2022. She was not aware of the facts until the problem was revealed, but provides
suggestions from the perspective of legal compliance, etc. in the Board of Directors and the Audit andSupervisory Committee on a regular basis. After the facts were revealed, she has fulfilled her
responsibilities such as engaging in the prevention of recurrences and stating opinions on strengthening theinternal control system.

- 14 -

(Reference Information 1) Skill Matrix of the Company’s Board of Directors
The Board of Directors is made up of Directors who have the ability to adapt to change to effectively make important
decisions and perform supervision of the execution of operations based on the Company’s philosophy of“Management of Fostering Personnel,” “Management of Breaking Through” and “Management of Trust,” andpossess diverse knowledge, experience and capabilities thought to be required in light of the Company’s management
strategy.
Skills (Knowledge, Experience, Capabilities, Etc.)
Position in the
Company

1
2
3

Director,
Chairman
Representative
Director,
President & CEO
Representative
Director

GenderName

Director

Sales andMarketing

Finance

GlobalYuji NAGAO

〇

〇

〇

Male

Koji KISHIDA

〇

〇

〇

Male

Kimihisa SASAKI

〇

〇

Male

〇

and
Accounting

Male

Masamichi
YAMAZOE
Naonori
5 Director
Male
NAKAYAMA
6 Outside Director
Male Hirohiko SUMIDA
7 Outside Director Female Atsumi EGUCHI
4

GeneralManagement

Legal andRisk
Management

Personneland Human
Resource
Development

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

- 15 -〇〇〇

Director
Full-time Audit
8 and Supervisory
Male Satoshi MURAI
Committee
MemberOutside Director
Audit and9 Supervisory
Male Yoshinori TSUDA
Committee
MemberOutside Director
Audit andNaoko
10 Supervisory
FemaleNAKATSUKASA
Committee
MemberNote: The skill matrix does not represent all of the knowledge of each Director.

ESG andSustainability

〇

〇

〇

〇

〇

〇

〇

〇

(Reference Information 2) Policy on Cross-Shareholdings and Status of Cross-Shareholdings
Each year, the Board of Directors scrutinizes the necessity of holding or disposing of cross-shareholdings for eachindividual issue from the viewpoint of whether the purpose of holding is appropriate and whether the benefits andrisks associated with holding the shares are commensurate with the cost of capital. As a result of this scrutiny, theCompany has confirmed that all of the cross-shareholdings are appropriate. We will strive to reduce the amount while
carefully assessing the impact on business relationships with suppliers as circumstances change in the future.
As a result, as of March 31, 2024, the number of cross-shareholdings, including unlisted stocks, is 52 issues.
Sales of cross-shareholdings over the past three years
FY2021
FY2022
FY2023
Sold all3 issues Sold all
1 issue
Sold all 5 issues
Number of stocks
soldPartial sale3 issues Partial sale4 issues*
Partial sale 3 issues** “Partial sale” includes issues of odd-lot shares sold in connection with the withdrawal from the shareholding association.
(FY2022: 1 issue; FY2023: 1 issue)

Number of issues of cross-shareholdings and amounts reported on the balance sheet
Category
Number of stocks

FY2021

FY2022

Listed stocks
Unlisted stocks
Total

41
16
57
FY2021

Balance sheet amount
Listed stocks(Millions of yen)
Unlisted stocks
Total

FY202340
1757

FY202235
17
52
FY2023

15,24915,716

17,052384
15,633488
16,204399
17,451- 16 -