Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Securities Code 7242)
June 5, 2023
(Start date for electronic provision measures: May 26, 2023)
To Shareholders with Voting Rights:
Masao Ono
Representative Director,
President Executive Officer
KYB Corporation
2-4-1, Hamamatsu-cho,Minato-ku, TokyoNOTICE OF
THE 101ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 101st Ordinary General Meeting of Shareholders of KYB Corporation(the “Company”) will be held for the purposes as described below.
Regarding the convocation of this General Meeting of Shareholders, measures for electronic provision havebeen taken for the information included in the reference documents for the General Meeting of Shareholders(“Matters to be Provided Electronically”), and Matters to be Provided Electronically have been posted on the
Company’s website. Please access the Company’s website below to confirm.
The Company’s website:
https://www.kyb.co.jp/english/ir/stock_meeting.html
In addition to the Company’s website, Matters to be Provided Electronically have also been posted on theTokyo Stock Exchange website. Please access the Tokyo Stock Exchange website below, enter and search for“KYB” in the “Issue name (company name)” search box or “7242” in the “Code” search box, then select “Basic
information” and “Documents for public inspection/PR information” in order before checking “Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting” listed under “Filed
information available for public inspection.”
The Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Regarding your attendance at the General Meeting of Shareholders, please make a careful decision after
taking into account the situation with COVID-19 on the day of the meeting and your own physical condition.
If you are unable to attend the meeting, you may exercise your voting rights via the Internet or by mailing theenclosed Voting Rights Exercise Form. Please exercise your voting rights by 5:15 p.m. on Thursday, June 22,2023 (Japan time), after taking the time to consult the reference documents for the General Meeting of
Shareholders listed in Matters to be Provided Electronically.
Friday, June 23, 2023 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japan time)
1. Date and Time:
2. Place:

Hamamatsucho Convention Hall, 5th Floor Main Hall
Nippon Life Hamamatsucho Crea Tower, 2-3-1, Hamamatsu-cho, Minato-ku,
Tokyo

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
101st Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 101st Fiscal Year-1-

(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Proposal 1:
Appropriation of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Eight (8) Members of the Board of Directors
4. Exercise of voting rights:(1) If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote
placed via the Internet will be counted.
(2) If you vote multiple times via the Internet, only the last vote will be counted.
(3) If there is no indication of approval or disapproval of the proposals on the Voting Rights Exercise Form,it will be treated as an indication of approval.
----------------------------------------------------------------------------------------------------------------------------- ---------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For the purpose of saving resources, please bring this NOTICE OF THE 101ST ORDINARY GENERALMEETING OF SHAREHOLDERS to the meeting.
- We do not prepare gifts for shareholders attending the meeting. We appreciate your understanding.
- Of Matters to be Provided Electronically, the following matters are not stated in the documents delivered
to shareholders who requested delivery of a paper copy in accordance with laws and regulations and theprovisions of Article 15, Paragraph 2 of the Company’s Articles of Incorporation. Moreover, said
documents are part of the documents audited by the Audit & Supervisory Board Members and the
Accounting Auditor for the preparation of the Audit Reports.
1) The Consolidated Statements of Changes in Equity and Notes to the Consolidated Financial Statementsin the Consolidated Financial Statements
2) The Statements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the
Non-consolidated Financial Statements- Any revisions to Matters to be Provided Electronically will be posted on each website listed above.
- Please note that persons who are not shareholders, such as non-shareholder proxies or persons
accompanying shareholders, are not allowed to attend the meeting.
Regarding the system for electronic provision of reference documents
for the General Meeting of Shareholders
A system for electronic provision of reference documents for the General Meeting of Shareholders has begun,
but in order to avoid confusion among shareholders, we have delivered the reference documents for this General
Meeting of Shareholders in writing as usual.
As of the next General Meeting of Shareholders, we may change our response in accordance with laws andregulations.
Shareholders who wish to continue to receive reference documents for the General Meeting of Shareholders inwriting should complete the procedures for requesting delivery of documents with our shareholder registryadministrator (Mizuho Trust & Banking) or their securities company, etc. by the record date of the next General
Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Appropriate shareholder return is an important management policy of the Company. In accordance with theCompany’s basic policy and in consideration of business performance for the fiscal year ended March 31, 2023,
future capital investment, and other factors, the Company proposes the payment of a year-end dividend of 130
yen per share of common stock for the fiscal year under review. For class A preferred shares, the Company
proposes the payment of a dividend calculated as designated at issuance.
Matters concerning year-ended dividends:
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
130 yen per share of common stock of the Company
Total amount: 3,321,451,380 yen
3,739,726 yen per class A preferred share of the Company Total amount: 467,465,750 yen
3. Effective date of dividends of surplus
June 26, 2023

-3-

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for the proposal(1) Returning to the origin of manufacturing that has been alive since the founding of the Company, we haveadopted the name “Kayaba” after the name of our founder, Shiro Kayaba, as the Japanese common nameof the Company, and as of April 1, 2022, the Japanese common name of the Company became “Kayaba
Corporation” (カヤバ株式会社). In order to unify the Japanese official name (trade name) of theCompany and the Japanese common name of the Company, Article 1 of the current Articles ofIncorporation shall be amended to change the trade name of the Company from “KYB Corporation”(KYB 株式会社) to “Kayaba Corporation” (カヤバ株式会社) with the intention of marking a new start
for the Company both in name and reality. The change of the trade name shall be implemented from
October 1, 2023 according to the supplementary provisions, and the supplementary provisions shall bedeleted from the Articles of Incorporation when the change to the provisions of the trade name comes
into effect.
(2) In order to ensure flexibility in the operation of the General Meeting of Shareholders, we shall makenecessary changes to Article 14 (Person with Right to Convene and Chairman) of the current Articles ofIncorporation.
(3) We shall make necessary changes to Article 21 (Representative Directors and Directors with Titles) sothat we may appoint Directors with titles as necessary to respond to the diversification of business.
2. Content of the amendments
The content of the amendments is as follows:(Underlined sections are amended.)
Current Articles of Incorporation

Proposed amendments(Trade Name)
Article 1 The trade name of the Company shall be KYB
Corporation (KYB株式会社), and shall be written as KYB
Corporation in English.

(Trade Name)
Article 1 The trade name of the Company shall be Kayaba
Corporation (カヤバ株式会社), and shall be written as
KYB Corporation in English.

(Person with Rights to Convene and Chairman)
Article 14 General Meetings of Shareholders shall be
convened and chaired by the President based on a
resolution of the Board of Directors, unless otherwise
stipulated by laws and regulations.

(Person with Rights to Convene and Chairman)
Article 14 General Meetings of Shareholders shall be
convened and chaired by a Representative Director
determined in advance by a resolution of the Board of
Directors, unless otherwise stipulated by laws andregulations.
(2) In the event that the Representative Director set forth in
the preceding paragraph is absent or gets into an accident,
another Director shall take over in accordance with theorder determined in advance by a resolution of the Board of
Directors.

(2) In the event that the President is absent or gets into an
accident, another Director shall take over in accordancewith the order determined in advance by a resolution of theBoard of Directors.
(Representative Directors and Directors with Titles)
Article 21 The Board of Directors shall electRepresentative Directors by its resolution.
(2) The Board of Directors may, by its resolution, appoint a
Chairman, a Vice Chairman, a President, and an Executive
Vice President.
(3) The President represents the Company. In addition, by
resolution of the Board of Directors, a Director
representing the Company may be appointed from among
the Directors with titles set forth in the preceding
paragraph.

(Representative Directors and Directors with Titles)
Article 21 The Board of Directors shall electRepresentative Directors by its resolution.
(2) The Board of Directors may, by its resolution, appoint
Directors with titles.

(Newly established)(Supplementary provisions)
Article 1 The changes to the provisions of Article 1(Trade Name) shall come into effect on October 1, 2023.
Article 2 These supplementary provisions shall be deleted
when the change to the provision of Article 1 (TradeName) pursuant to Article 1 of the supplementaryprovisions comes into effect.

(Deleted)-4-

Proposal 3: Election of Eight (8) Members of the Board of Directors
The terms of office of all the ten (10) Members of the Board of Directors will expire at the conclusion of this
General Meeting of Shareholders. Therefore, we propose the election of eight (8) Members of the Board of
Directors.
The candidates for the Members of the Board of Directors are as follows:
List of candidates for Members of the Board of Directors
Current positions in the
CompanyNo.

NameAttributes

1

Yasusuke Nakajima(Reappointment)

Representative Director,
Chairman

2

Masao Ono

(Reappointment)

Representative Director,
President Chief Executive
Officer (CEO)Attendanceof themeetings ofthe Board of
Directors
100%(15/15)100%(15/15)100%

3Masahiro Kawase(Reappointment)

Member of the Board of
Directors, Senior Managing
Executive Officer(11/11)(Aftertaking officeon June 23,
2022)

4

Takashi Saito(New appointment)

Senior Managing Executive
Officer-5

Shuhei Shiozawa(Reappointment)

6

Masakazu Sakata(Reappointment)

7

8(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)(15/15)

Member of the Board of
Directors (Outside)(15/15)(Candidate forMember of the Board
Member of the Board ofof Directors
Directors (Outside)(Outside))(Independent Officer)

Akemi Sunaga(Reappointment)

Chizuko Tsuruta(Candidate forMember of the Board(New appointment) of Directors(Outside))(Independent Officer)

-5-

100%

Member of the Board of
Directors (Outside)

100%

100%

(11/11)(Afterappointment
on June 23,
2022)

-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
April 2005
June 2005

April 2007

June 2009
June 2010
June 2011

April 2012
Yasusuke Nakajima(November 2, 1955)(Reappointment)

1

April 2014

Term of office as aJune 2015
Member of the Board
June 2018of Directors: 18 years
January 2019
Attendance of themeetings of the Boardof Directors: (15/15)
April 2019
June 2019
April 2022
June 2022

Joined the Company
General Manager, Hydraulics Sales & Marketing Headquarters,
Hydraulic Components Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales & Marketing Headquarters, HydraulicComponents Operations
Member of the Board of Directors, General Manager,
Hydraulics Sales Headquarters, Hydraulic Components
Operations
Managing Member of the Board of Directors, General
Manager, Hydraulic Components Operations
Senior Managing Member of the Board of Directors, in Chargeof Purchasing, General Affairs and Human Resources
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, General Affairs and Human
Resources
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, General Manager, HydraulicComponents Operations
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, General Manager, Corporate
Planning Div.
Representative Director, President Executive Officer
Representative Director, Chairman, President Executive
Officer
Representative Director, Chairman, President Executive
Officer, General Manager in Charge of Seismic
Isolation/Mitigation Correspondence Operations
Representative Director, Chairman, in Charge of Seismic
Isolation/Mitigation Correspondence Operations
Member of the Board of Directors, Chairman, in Charge ofSeismic Isolation/Mitigation Correspondence
Member of the Board of Directors, Chairman
Representative Director, Chairman (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
We consider that he can be expected to demonstrate leadership based on his deepindustry knowledge and extensive experience as a manager in order to further
improve the corporate value of the Group. In addition, with many years of experiencein the industry, we consider that he will be able to contribute to addressing various
issues in the industry and further developing the industry. Consequently, we reappoint
him as a candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-6-

Number ofshares of theCompany held

9,000
(common stock)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
January 2004
April 2005
June 2006
June 2008
April 2012
April 2014
April 2016
April 2017
June 2017

Masao Ono
April 2018
(November 7, 1956)(Reappointment)

2

Term of office as a
Member of the Boardof Directors: 6 years
Attendance of themeetings of the Boardof Directors: (15/15)

June 2018

January 2019

April 2019
June 2022

Number ofshares of theCompany held

Joined the Company
General Manager, Operations Planning Dept., Automotive
Devices Business Div.
General Manager, Operations Planning Dept., Automotive
Components Operations
General Manager, Purchasing Dept.
General Manager, Purchasing Div.
Executive Officer, General Manager, Purchasing Div.
Managing Executive Officer, General Manager, Purchasing Div.
Senior Managing Executive Officer, in Charge of Purchasing, in
Charge of CSR, General Manager, Corporate Planning Div.
Senior Managing Executive Officer, in Charge of Purchasing, in
Charge of Audit, General Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, in Charge of Audit, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, General Manager, Corporate
Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in Charge of Special Purpose Vehicles Div.,
6,800
Domestic Affiliate Companies and purchasing, General(common stock)
Manager, Corporate Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in Charge of Global Corporate Planning,
Aircraft Components Div., Domestic Affiliate Companies andPurchasing, General Manager, Corporate Planning Div.
Representative Director, President Executive Officer
Representative Director, President Chief Executive Officer(CEO) (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
We consider that his extensive knowledge and experience with the Company’sbusiness, as well as the strong leadership he has demonstrated on the Company’s
management as Chief Executive Officer, will be indispensable to continue to build
trust in the Group as a whole and focus on addressing key management issues, and toachieve the further enhancement of corporate value. Consequently, we reappoint him
as a candidate for Member of the Board of Directors.
[Significant concurrent positions]

None

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1985
January 2010
April 2013

May 2014

May 2014
January 2016

January 2017
April 2017
April 2019
April 2020
Masahiro Kawase(December 3, 1962)(Reappointment)

3

April 2021

Term of office as aJanuary 2022
Member of the Boardof Directors: 1 year
April 2022
Attendance of themeetings of the Boardof Directors: (11/11)

June 2022

April 2023

Number ofshares of theCompany held

Joined the Company
General Manager, Suspension Engineering Dept., Automotive
Components Operations
Deputy General Manager, Engineering Headquarters andGeneral Manager, Suspension Engineering Dept., Engineering
Headquarters, Automotive Components Operations
General Manager, Market & Product Planning Dept. and Deputy
General Manager, Engineering Headquarters, Automotive
Components Operations
General Manager, Engineering Headquarters, Automotive
Components Operations
General Manager, Engineering Headquarters and General
Manager, Developmental Experiment Center, Automotive
Components Operations
Deputy General Manager, Gifu North Plant, Automotive
Components Operations
Executive Officer, General Manager, Steering Headquarters,
Automotive Components Operations
Managing Executive Officer, General Manager, Steering
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Suspension
Headquarters and General Manager, Steering Headquarters,
Automotive Components Operations
Managing Executive Officer, General Manager, Automotive
Components Operations and General Manager, Suspension
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Automotive
1,500
Components Operations(common stock)
Senior Managing Executive Officer, in Charge of Automotive
Components Operations, in Charge of Engineering, General
Manager, Automotive Components Operations and General
Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Automotive Components Operations, in
Charge of Engineering, General Manager, Automotive
Components Operations, General Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Automotive Components Operations,
General Manager, Automotive Components Operations, General
Manager, Suspension Headquarters (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
As the head of Automotive Components Operations, he has engaged in optimizing
engineering and production systems at domestic and overseas facilities, and is
promoting a range of reforms based on the abundant knowledge and experience hehas gained during his career. In addition, he has promoted research and development
and new product development as the General Manager of Engineering Div., and we
consider that he is an appropriate person to execute overall management duties fromthe perspective of utilizing his insight and achievements. Consequently, we appoint
him as a candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1984
April 2011
April 2012
July 2013
April 2016
April 2016
May 2017
June 2017
June 2018
June 2020

4

Takashi Saito(July 23, 1959)(New appointment)

February 2021
April 2022
June 2022
April 2023

Number ofshares of theCompany held

Joined the Fuji Bank, Limited (now Mizuho Bank, Ltd.)
General Manager, International Fund Dept., the Fuji Bank,
Limited
Executive Officer, General Manager, International Fund Dept.,
the Fuji Bank, Limited
Executive Officer, General Manager, Derivatives Sales Dept.,
the Fuji Bank, Limited
Managing Executive Officer, Deputy Head of Global Markets
Company, Mizuho Financial Group, Inc.
Managing Executive Officer, Co-General Manager, Global
Markets Division, Mizuho Bank, Ltd.
Advisor, Mizuho Human Services K.K.
Representative Director and President, Mizuho Human Services
K.K.
Audit & Supervisory Board Member (Full Time) of theCompany
Managing Executive Officer, in Charge of Audit, in Charge of
President office
Managing Executive Officer, in Charge of European Operations,
President, KYB Europe GmbH
1,100
Managing Executive Officer, in Charge of European Operations (common stock)(Deputy), President, KYB Europe GmbHManaging Executive Officer, in Charge of European Operations,
General Manager, Finance & Accounting Div.
Senior Managing Executive Officer, in Charge of European
Operations, General Manager, Finance & Accounting Div.
(current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
Based on the knowledge and experience acquired during his tenure at a financial
institution, he has considerable knowledge of finance and accounting, as well asinternational experience as the head of the Company’s European base. In addition,
based on his wealth of knowledge and experience, he has worked to improve theGroup’s financial position as General Manager of the Finance & Accounting Div.,and we consider him to be an indispensable person for improving the Company’s
corporate value over the medium to long term. Consequently, we appoint him as a
new candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1981
April 1987
April 1991
April 1994
January 2001
October 2005
March 2012
June 2016

5

Number ofshares of theCompany held

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Visiting researcher, Institut d’Etudes Politiques de Paris
Professor, Faculty of Economics, Keio University
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Member of the Board of Directors (Outside) (Audit &Supervisory Committee member), Ahresty Corporation (current
position)
Professor Emeritus, Keio University (current position)
President, Tokyo International University
Senior Advisor and Professor, Faculty of Economics, Tokyo
International University (current position)

Shuhei Shiozawa
June 2017(September 19, 1955)(Reappointment)(Candidate forApril 2019
Member of the Board April 2019of Directors
April 2022
(Outside))(Candidate for
Independent Officer) [Reasons for proposing him as a candidate for Member of the Board of Directors(Outside) and overview of expected roles]
Term of office as a Since assuming office as Member of the Board of Directors (Outside) of the Company
Member of the Board in 2016, he has properly performed supervisory function in regard to businessof Directors (Outside): execution on various occasions such as the Board of Directors’ meetings, such as
7 years
giving us useful opinions and recommendations on finance and CSR of the Company
based on a wealth of knowledge and insight as a specialist in economics. We expect
Attendance of the him to continue giving us useful advice and guidance. Consequently, we reappoint
meetings of the Board him as a candidate for Member of the Board of Directors (Outside). Although he hasof Directors: (15/15) not participated in corporate management other than as an outside director, we expectthat he will duly perform his duties as a Member of the Board of Directors (Outside)
for the above-mentioned reasons.
[Significant concurrent positions]
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
member), Ahresty Corporation
Professor Emeritus, Keio University
Senior Advisor and Professor, Faculty of Economics, Tokyo International University- 10 -

1,100(common stock)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
April 2007
April 2010
June 2011
June 2015
June 2017

6

Masakazu Sakata(August 2, 1959)(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Candidate for
Independent Officer)

April 2019
June 2020
June 2020
October 2020
June 2021

Joined Fuji Xerox Co., Ltd. (now FUJIFILM Business
Innovation Corp.)
General Manager, Public Relations and Advertisement Dept.,
Fuji Xerox Co., Ltd.
Senior Vice President, Fuji Xerox Advanced Technology Co.,
Ltd. (now FUJIFILM Business Innovation Corp.)
Senior Vice President and Director, Fuji Xerox Advanced
Technology Co., Ltd.
Executive Vice President, Fuji Xerox Information Systems Co.,
Ltd. (now FUJIFILM Systems Corporation)
President and Representative Director, Fuji Xerox Advanced
Technology Co., Ltd.
Senior Adviser, Fuji Xerox Co., Ltd.
Member of the Board of Directors (Outside) of the Company(current position)
Audit & Supervisory Board Member (Outside), ULS Group,
Inc.
Member of the Board of Directors (Outside), PLANET, INC.
Member of the Board of Directors (Outside) (Audit &Supervisory Committee Member), ULS Group, Inc. (current
position)
Representative Director and President, PLANET, INC. (current
position)

Term of office as a October 2022
Member of the Boardof Directors (Outside):
3 years[Reasons for proposing him as a candidate for Member of the Board of Directors(Outside) and overview of expected roles]
Attendance of the Since assuming office as Member of the Board of Directors (Outside) in 2020, he has
meetings of the Board properly performed supervisory functions in regard to business execution in areas ofof Directors: (15/15) business renovation such as work style reforms that prioritize diversity in the
Company, the promotion of IT efficiency, and productivity improvements in backoffice operations based on broad knowledge and experience cultivated at Fuji Xerox
Co., Ltd. We expect him to continue to give us useful advice and guidance.
Consequently, we appoint him as a candidate for Member of the Board of Directors(Outside).
[Significant concurrent positions]
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
Member), ULS Group, Inc.
Representative Director and President, PLANET, INC.

- 11 -

Number ofshares of theCompany held

500
(common stock)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1989
February 1991
November 1994
November 1996
January 2012
June 2016
June 2017
March 2019
June 2020

7

Akemi Sunaga(August 14, 1961)
June 2020(Reappointment)(Candidate forMember of the Board
June 2021
of Directors(Outside))
June 2022(Candidate for
Independent Officer)
March 2023

Number ofshares of theCompany held

Joined Auditing Department, Aoyama Audit Corporation (nowPricewaterhouseCoopers Aarata LLC)
Joined Auditing Department, Chuo Audit Corporation
Established Sunaga CPA Firm; Representative (current position)
Established Marunouchi Business Consulting Ltd.;
Representative Director and President (current position)
Established Marunouchi Business Consulting Tax Co.;
Representative Partner (current position)
Audit & Supervisory Board Member (Outside),Matsumotokiyoshi Holdings Co., Ltd.
Established Marunouchi Audit Corporation; Representative
Partner (current position)
Alternate Audit & Supervisory Board Member, Lion
Corporation
Member of the Board of Directors (Outside) (Audit &Supervisory Committee Member), USHIO INC. (current
position)
Member of the Board of Directors (Outside) (Audit andSupervisory Committee Member), YOMEISHU SEIZO CO.,LTD. (current position)
Audit & Supervisory Board Member (Outside), Prima Meat
Packers, Ltd. (current position)
Member of the Board of Directors (Outside) of the Company(current position)
100
Audit & Supervisory Board Member (Outside), Lion(common stock)
Corporation (current position)

Term of office as a
Member of the Boardof Directors (Outside): [Reasons for proposing her as a candidate for Member of the Board of Directors(Outside) and overview of expected roles]
1 year
She possesses expert knowledge and a wealth of experience as a CPA and tax
Attendance of the accountant, and serves as an Audit & Supervisory Board Member (Outside) andmeetings of the Board Member of the Board of Directors (Outside) (Audit & Supervisory Committeeof Directors: (11/11) Member) at other companies. We therefore consider her able to appropriately perform
her supervisory duties at the Company, and expect her to continue to give us usefuladvice and guidance. Consequently, we appoint her as a candidate for Member of theBoard of Directors (Outside).
[Significant concurrent positions]Representative, Sunaga CPA Firm
Representative Director and President, Marunouchi Business Consulting Ltd.
Representative Partner, Marunouchi Business Consulting Tax Co.
Representative Partner, Marunouchi Audit Corporation
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
Member), USHIO INC.
Member of the Board of Directors (Outside) (Audit and Supervisory Committee
Member), YOMEISHU SEIZO CO., LTD.
Audit & Supervisory Board Member (Outside), Prima Meat Packers, Ltd.
Audit & Supervisory Board Member (Outside), Lion Corporation- 12 -

No.

Name(Date of birth)

Career summary, positions, and responsibilities at the Company
April 2000
December 2007
April 2009
April 2012

8

Number ofshares of theCompany held

Prosecutor, Tokyo District Public Prosecutors Office
Registered as an attorney (Daini Tokyo Bar Association)
Joined Blakemore & Mitsuki
Joined Shiroyama Sogo Law Office
Joined Tsuruta Rokurou Law Office (current position)

Chizuko Tsuruta(March 2, 1974)[Reasons for proposing her as a candidate for Member of the Board of Directors(New appointment)(Outside) and overview of expected roles](Candidate for0
Based on her professional knowledge and experience as an attorney, we consider that
Member of the Board
she will be able to give us useful advice and guidance regarding enhancement of (common stock)of Directors
internal control and compliance at the Company. Consequently, we appoint her as a
(Outside))
new candidate for Member of the Board of Directors (Outside). Although she has not(Candidate forparticipated in corporate management, we expect that she will duly perform her duties
Independent Officer)
as a Member of the Board of Directors (Outside) for the above-mentioned reasons.
[Significant concurrent positions]
Attorney, Tsuruta Rokurou Law Office(Note 1) No conflict of interests exists between any of the above candidates and the Company.
(Note 2) Ms. Chizuko Tsuruta, candidate, is a relative within the third degree of kinship to Member of the Board of Directors(Outside) Mr. Rokurou Tsuruta, whose term of office will expire at the conclusion of this General Meeting of
Shareholders.
(Note 3) The Company has designated Mr. Shuhei Shiozawa, Mr. Masakazu Sakata and Ms. Akemi Sunaga, candidates, as
independent officers under the rules of the Tokyo Stock Exchange and filed the designations with the Tokyo Stock
Exchange. If the reappointment of Mr. Shuhei Shiozawa, Mr. Masakazu Sakata and Ms. Akemi Sunaga is approved, theCompany will continue to designate them as independent officers.
(Note 4) If the appointment of Ms. Chizuko Tsuruta, candidate, is approved, the Company will designate her as an independent
officer under the rules of the Tokyo Stock Exchange and file the designation with the Tokyo Stock Exchange.
(Note 5) Liability limitation agreement with Members of the Board of Directors (Outside):
Mr. Shuhei Shiozawa, Mr. Masakazu Sakata and Ms. Akemi Sunaga, candidates, have each entered into a liability
limitation agreement with the Company. If the reappointment of Mr. Shuhei Shiozawa, Mr. Masakazu Sakata and Ms.
Akemi Sunaga is approved, the Company will continue the agreement with each of them. If the appointment of Ms.
Chizuko Tsuruta, candidate, is approved, the Company shall enter into a liability limitation agreement with her. The
outline of the liability limitation agreement is as follows:
If Mr. Shuhei Shiozawa/Mr. Masakazu Sakata/Ms. Akemi Sunaga/Ms. Chizuko Tsuruta becomes liable to the Company
for failure to perform his/her duties as a Member of the Board of Directors (Outside) after the conclusion of the liability
limitation agreement, the maximum amount of his/her liability shall be twice the value of the annual property benefits
that he/she has received or should receive from the Company as consideration for the execution of his/her duties duringhis/her term of office as calculated by the method provided in Article 113 of the Ordinance for Enforcement of theCompanies Act, and any amount in excess of the maximum amount shall be exempted from the liability, provided thathe/she has conducted his/her duties in good faith and without gross negligence.
(Note 6) The Company has entered into a directors and officers liability insurance contract to insure its Members of the Board of
Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance contract covers liability of
insured persons arising in the performance of their duties and damage claims received pertaining to the pursuit of said
liability. However, there are certain exclusions, such as no coverage for liability arising from actions taken with theknowledge that they were in violation of laws and regulations. The Company bears the entire premium for all the insured
persons.
If the candidates assume office, they will become insured persons under said insurance policy. The Company renews
said insurance policy in May every year.

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