This document has been translated from the Japanese original for reference purposes only. In the event ofany 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 other forms of damages
arising from the translation.

Securities code: 7769
June 6, 2022
To Shareholders with Voting Rights:
Hiromi Hirata
President and Representative
Director

RHYTHM CO., LTD.

299-12, Kitabukurocho 1-chome,
Omiya-ku, Saitama-shi, Saitama,Japan

NOTICE OF
THE 2nd ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 2nd Annual General Meeting of Shareholders of RHYTHM CO., LTD.
(the “Company”) will be held as described below.
With a view to preventing the spread of the COVID-19 infections, we request that you refrain from
attending the meeting on the date of the meeting as much as possible, and instead exercise your voting
rights by mail or via the Internet, etc.
Please review the attached Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 5:45 p.m., Tuesday, June 21, 2022 following the guidance described later.
1. Date and Time:

Wednesday, June 22, 2022 at 10:00 a.m. Japan time
(Reception will open at 9:00 a.m. Japan Time.)

2. Place:

Sakra Hall, 3F, THE MARK GRAND HOTEL (former Hotel Rafre Saitama)
3-2 Shintoshin, Chuo-ku, Saitama-shi, Saitama

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 2nd Fiscal Year (April 1, 2021 - March 31, 2022) andresults of audits by the Accounting Auditor and the Audit andSupervisory Committee of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 2nd Fiscal
Year (April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors (Excluding Directors Who Are Audit andProposal 3:
Supervisory Committee Members)
Election of Five (5) Directors Who Are Audit and Supervisory Committee
Proposal 4:
Members-1-

4. Response to Preventing the Spread of the COVID-19 Infections<Response at the Meeting>● We plan to hold shorter proceedings at the meeting in the same manner as in the previous year.
● We will cancel providing beverages before starting the meeting.
● We will take your temperatures at the entrance of a venue. Furthermore, if seven days has not yet
passed since return from abroad, shareholders may be difficult to attend the meeting from a viewpointof preventing the spread of the COVID-19 infections. Thank you for your understanding.
● Meeting operations staff will take their temperatures, check their own physical conditions, and wear
masks at the meeting.
<Request for Shareholders When Attending the Meeting>● With a view to preventing infections, we will widen the space between seats, reduce the number ofseats at the meeting to operate the meeting. The number of shareholders able to attend the meeting
will thus be limited. Accordingly, please exercise your voting rights by mail or via the Internet, etc.
as much as possible.
● Please confirm the situation of infections and your own physical conditions on the date of the meetingand cooperate to prevent infections including wearing masks. In the event of any shareholders who
hesitate to cooperate with us, are recognized feverish or are considered in poor physical conditions,
we may refuse to allow you to attend the meeting. Thank you for your prior understanding.
● Please be aware that we may be forced to change a venue or schedule depending on the spreadsituation of the COVID-19 infections. Any new response to the COVID-19 infections or other changes
would be posted on the Company’s website on the Internet. Please be sure to confirm the URL below.
The Company’s website

https://www.rhythm.co.jp/ir/ir_newslist.html

We would appreciate it if shareholders who are planning to attend or considering attending the meetingmake careful judgments from viewpoints of health and safety.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes to pay year-end dividends for the fiscal year as described below, in
consideration of performance for the fiscal year, future business development and other factors inaccordance with the Company’s basic dividend policy.
(1) Type of dividend assets
Cash(2) Allocation of dividend assets to the shareholders and total amount of dividends
Amount per share of common stock: ¥37.50
Total amount of dividends: ¥309,672,863(3) Effective date of dividends of surplus
June 23, 2022

-3-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments(1)
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of
the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September
1, 2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for General Meetings of Shareholders, the Company’s Articles of Incorporation shall beamended as follows.
i) The proposed Article 16, Paragraph 1 provides that information contained in the Reference
Documents for the General Meeting of Shareholders, etc. shall be provided electronically.
ii) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scopeof matters to be included in the paper copy to be sent to shareholders who have requested it.
iii) The provisions related to the internet disclosure and deemed provision of the Reference
Documents for the General Meeting of Shareholders, etc. (Article 16 of the current Articles ofIncorporation) will become unnecessary and shall therefore be deleted.
iv) In line with the above new establishment and deletion of the provisions, supplementaryprovisions related to the effective date, etc. shall be established.
(2)
It is considered that the future improvement of management transparency and soundness and thefurther strengthening of corporate governance structure will be conducive to increasing the medium- tolong-term corporate value of the Company. Accordingly, the Company proposes that the number of
Directors who are Audit and Supervisory Committee Members set forth in Article 18 of the current
Articles of Incorporation be amended from “not exceed four (4)” to “not exceed five (5).”-4-2. Details of amendments
The details of the amendments are as follows.
Articles of Incorporation before amendments(Underlined portions indicate proposed amendments)
Articles of Incorporation after amendments(Internet Disclosure of Reference Documents, Etc.)(Deleted)

Article 16
The Company may deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the Reference Documents for the
General Meeting of Shareholders, Nonconsolidated Financial Statements,
Consolidated Financial Statements, andBusiness Report by disclosing suchinformation through the Internet in accordancewith the provisions provided in the Ordinanceof the Ministry of Justice.
(Newly established)(Measures for Electronic Provision, Etc.)
Article 16
The Company shall, whenconvening a General Meeting of Shareholders,provide information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting
rights.

(Number of Directors)(Number of Directors)

Article 18
The number of Directors(excluding Directors who are Audit andSupervisory Committee Members) of theCompany shall not exceed ten (10).

Article 18
The number of Directors(excluding Directors who are Audit andSupervisory Committee Members) of theCompany shall not exceed ten (10).

2. The number of Directors who are Audit
and Supervisory Committee Members of theCompany shall not exceed four (4).

2. The number of Directors who are Audit
and Supervisory Committee Members of theCompany shall not exceed five (5).

-5-Articles of Incorporation before amendments

Articles of Incorporation after amendments(Supplementary provisions)
Article 3
The deletion of Article 16(Internet Disclosure of Reference Documents,Etc.) of the Articles of Incorporation before
amendments and the new establishment of
Article 16 (Measures for Electronic Provisions,Etc.) of the Articles of Incorporation after
amendments shall come into effect on
September 1, 2022.

(Newly established)

Article 4
Notwithstanding the provisionsof the preceding paragraph, Article 16 (Internet
Disclosure of Reference Documents, Etc.) of
the Articles of Incorporation before
amendments shall remain in force with respect
to a General Meeting of Shareholders to beheld on a date by the end of February 2023.
Article 5
Article 3 through 5 of these
supplementary provisions shall be deleted after
March 1, 2023 or the lapse of three months fromthe date of the General Meeting of Shareholders
set forth in the preceding paragraph, whicheveris later.

-6-

Proposal 3:

Election of Five (5) Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all four (4) Directors (excluding Directors who are Audit and Supervisory
Committee Members) will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company hereby requests the increase of the number of Directors (excluding Directors
who are Audit and Supervisory Committee Members) by one (1) to further improve and strengthen
management structure and thus the election of five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members) together.
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee
Members) are as follows.
Number of
Name
Career summary, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
Joined KYOSHIN KOGYO CO., LTD. (later
March 1978
renamed RHYTHM KYOSHIN CO., LTD.; current
RHYTHM CO., LTD.)Managing Director, KYOSHIN KOGYO CO.,
June 2006
LTD.
Vice President and Representative Director,
June 2009
KYOSHIN KOGYO CO., LTD.
Hiromi Hirata
June 2010
President and Representative Director, KYOSHIN(May 12, 1955)
KOGYO CO., LTD.
59,007
President, Representative Director, and Chief
Male
August 2011
Executive Officer, KYOSHIN KOGYO CO., LTD.
President and Representative Director, RHYTHM
June 2013[Reappointment]
KYOSHIN CO., LTD.
Director in charge of the Connected Terminal
June 2013
Division, the Company
June 2016
Director and Managing Executive Officer in charge
1of the Connected Terminal Division, the Company
April 2019
President and Representative Director, the Company(to the present)[Reason for nomination as candidate for Director]
Since joining the Group when the Company implemented the acquisition of shares of KYOSHIN KOGYO
CO., LTD. in 2011, Mr. Hiromi Hirata has made the utmost efforts in the administration and integration of theGroup. In addition, he possesses an abundance of experience and expertise in corporate management. Having
served as Representative Director of the same Group company (RHYTHM KYOSHIN CO., LTD.) and as an
Executive Officer in charge of the Connected Terminal Division of the Company, and even subsequent to his
appointment as the Company’s Representative Director, he has continued to demonstrate his management
abilities.
The Company has judged that he is the appropriate person to further enhance its corporate value and hereby
requests the reelection of him as a Director.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
Director, the Company
President and Representative Director, RHYTHM
INDUSTRIAL (H.K.) LTD.
President and Representative Director, RHYTHM
January 2011
INDUSTRIAL (DONG GUAN) LTD.
President and Representative Director, Tohoku
June 2012
Rhythm CO., LTD. (current RHYTHM CO., LTD.)
Takeo Yumoto
June 2013
Director in charge of the Precision Division, the(February 6, 1955)
Company
12,800Male
June 2017Managing Executive Officer in charge of thePrecision Division, the Company[Reappointment]
June 2019
Director and Managing Executive Officer in chargeof the Precision Division, the Company
Concurrently served as General Manager of Clock
April 2020
Division, the Company
October 2020
Director and Senior Executive Officer, and General
Manager of Production Headquarters, the Company
April 2022
Executive Vice President and Director, and General
Manager of Production Headquarters, the Company(to the present)[Reason for nomination as candidate for Director]
Mr. Takeo Yumoto possesses an abundance of experience and expertise in corporate management. After
having engaged in management as the Representative Director of a Group company (Tohoku Rhythm CO.,LTD.) and served as an Executive Officer in charge of the Company’s Precision Division, he was responsible
for the overall management of the Production Headquarters as a Director and Senior Managing Executive
Officer. Currently, as an Executive Vice President and Director, he demonstrates his leadership in the overallmanagement of the Company and the Group.
The Company has judged that he is the appropriate person to further enhance its corporate value and hereby
requests the reelection of him as a Director.
[Attendance at the Board of Directors meetings]
15 out of 16 meetings (93.8%)
April 1973
June 2004
April 20092

Number ofshares of theCompany held

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined KYOSHIN KOGYO CO., LTD. (later
renamed RHYTHM KYOSHIN CO., LTD.; current
RHYTHM CO., LTD.)
Director, KYOSHIN KOGYO CO., LTD.
June 2011
August 2011
Managing Executive Officer, KYOSHIN KOGYO
CO., LTD.
Director and Managing Executive Officer,
June 2012
KYOSHIN KOGYO CO., LTD.
Katsuhiko Yamazaki June 2013
Managing Director, RHYTHM KYOSHIN CO.,
(November 6, 1966)
LTD. (current RHYTHM CO., LTD.)12,092
Male
May 2017
Senior Managing Director, RHYTHM KYOSHIN
CO., LTD.
[Reappointment]
April 2019
Executive Officer in charge of the Connected
Terminal Division, the Company
President and Representative Director, RHYTHM
May 2019
KYOSHIN CO., LTD.
Director and Executive Officer in charge of theJuly 2020
Connected Terminal Division, the Company
October 2020
Director and Managing Executive Officer, andGeneral Manager of Corporate Administration
Headquarters, the Company (to the present)[Reason for nomination as candidate for Director]
Mr. Katsuhiko Yamazaki possesses an abundance of experience and expertise in corporate management.
After having served as an Executive Officer in charge of the Connected Terminal Division and as theRepresentative Director of a Group company (RHYTHM KYOSHIN CO., LTD.), as a Director and Managing
Executive Officer, he currently demonstrates his administrative capabilities in the overall management of the
Corporate Administration Headquarters.
The Company has judged that he is the appropriate person to further enhance its corporate value and hereby
requests the reelection of him as a Director.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)
March 1987

3

Number ofshares of theCompany held

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Joined the Company
General Manager of Clock Planning Department,
Clock Planning Headquarters, Clock Division, theCompany
General Manager of Clock Planning Department,
October 2014
Clock Division, the Company
Yuji Arai
General Manager of Corporate Planning
April 2018
(February 28, 1968)
Department, Corporate Administration
5,500
Male
Headquarters, the Company
Executive Officer, General Manager of Corporate
April 2019
[Reappointment]
Administration Headquarters, and General Manager
of Corporate Planning Department, the Company
Director, Executive Officer, and General Manager
June 2019of Corporate Administration Headquarters, theCompany
October 2020
Director, Executive Officer, and General Manager
of Sales Headquarters, the Company (to the present)[Reason for nomination as candidate for Director]
Mr. Yuji Arai possesses an abundance of experience and expertise in corporate management. Having taken
charge of sales, production management, and planning at the Clock Division, he engaged in overall business
management as General Manager of the Corporate Administration Headquarters. Currently, he is responsible
for the overall management of the Sales Headquarters as a Director and Executive Officer.
The Company has judged that he is the appropriate person to further enhance its corporate value and hereby
requests the reelection of him as a Director.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)
March 1990
July 2014

4

Number ofshares of theCompany held

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Joined Tohoku Rhythm CO., LTD. (current
RHYTHM CO., LTD.)
April 2013
General Manager of Plastic Processing Department,
Yasunori Munakata
Tohoku Rhythm CO., LTD.
(September 1, 1961) May 2013
Director, RHYTHM PRECISION VIETNAM CO.,
－
Male
LTD.
Managing Director, RHYTHM PRECISION
May 2014[New appointment]
VIETNAM CO., LTD.
October 2020
Executive Officer, the Company (to the present),
and President and Representative Director,
RHYTHM PRECISION VIETNAM CO., LTD.
[Reason for nomination as candidate for Director]
Mr. Yasunori Munakata possesses an abundance of experience and knowledge in corporate management.
After having served in the manufacturing business of a Group company (Tohoku Rhythm CO., LTD.), he
engaged in the management of another Group company. In addition, he also engages in the management of theCompany as an Executive Officer.
The Company has judged that he is the appropriate person to further enhance its corporate value and hereby
requests the new election of him as a Director.
[Attendance at the Board of Directors meetings]－ out of － meetings (－%)
July 2007

5

Notes: 1. There is no special interest between the candidates and the Company.
2. If the proposal for election of the candidates for Director is approved, the Company plans toconclude indemnity contracts with the candidates for Director. The content of this contract isprovided in the Business Report section (page 34 of the Japanese original).
3. The Company has concluded a directors and officers liability insurance contract with aninsurance company. If the candidates are appointed as Directors, they will be included in theinsured persons of this insurance contract. The content of this insurance contract is provided
in the Business Report section (page 34 of the Japanese original).

- 11 -

Proposal 4:

Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

The terms of office of all four (4) Directors who are Audit and Supervisory Committee Members
will expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company
hereby requests the increase of the number of Directors by one (1) to ensure management transparency
and further strengthen corporate governance, and thus the election of five (5) Directors.
The content of this proposal has the approval of the Audit and Supervisory Committee.
This proposal is on the assumption that Proposal 2: Partial Amendments to the Articles ofIncorporation is approved and passed.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows.
Number of
Name
Career summary, positions, responsibilities,
No.
sharesof the(Date of birth)and significant concurrent positions
Company held
July 1983
Joined the Company
April 2009
General Manager of Clock Planning Department,
Clock Planning Headquarters, Clock Division, theCompany
June 2012
President and Representative Director, RHYTHM
INDUSTRIAL (H.K.) LTD.
Kiyotaka Sakai
President and Representative Director, RHYTHM(April 16, 1956)
INDUSTRIAL (DONG GUAN) LTD.
5,900
Male
June 2016
Executive Officer and General Manager of Clock
Division, the Company[Reappointment]
April 2018
Executive Officer, Manager of ComplianceDepartment, and General Manager of Internal Audit
Department, the Company
April 2020
Executive Officer, the Company
1
July 2020
Director who is an Audit and Supervisory
Committee Member, the Company (to the present)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Mr. Kiyotaka Sakai possesses high-level expertise and sufficient knowledge to ensure the soundness ofmanagement with regard to the Company and the other Group companies. In addition to an abundance ofbusiness execution experience obtained in Japan and internationally, until March 2020, he was in charge of theInternal Audit Department and the Compliance Department as an Executive Officer.
It is expected that he will use this abundant and wide-ranging expertise and knowledge to be of assistance inimproving the Company’s audit and supervisory functions as before, and that this expertise will also be utilized
for the appropriate decision-making of the Board of Directors of the Company. The Company hereby requests
the reelection of him as a Director who is an Audit and Supervisory Committee Member.
[Attendance at the Board of Directors meetings]
16 out of 16 meetings (100.0%)- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Joined Saitama Bank, Ltd. (through mergers, etc.,
this bank became The Asahi Bank, Ltd. in 1992 andthen Saitama Resona Bank, Ltd. in 2003)
Executive Officer in charge of the Tama andOctober 2005
Musashino areas (concurrently), Resona Bank, Ltd.
July 2007
Senior Managing Director, Resona Kessai Service
Co., Ltd.
December 2007 Vice President and Representative Director, Resona
Card Co., Ltd.
June 2011
Vice President and Director, NTT DATA SOFIA
Corp.
June 2016
Corporate Auditor, the Company
June 2017
Outside Auditor, CHINO Corp. (to the present)
February 2018
Outside Director who is an Audit and Supervisory
Committee Member, OPTOELECTRONICS CO.,LTD. (to the present)
June 2018
Director who is an Audit and Supervisory
Committee Member, the Company (to the present)

Number ofshares of theCompany held

April 1979

Kazuhiko Yamashita(March 19, 1956)
Male[Reappointment][Outside][Independent]
2

3

1,600

[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Mr. Kazuhiko Yamashita has high-level expertise rooted in corporate management experience, such asserving as Executive Vice President of NTT DATA SOFIA Corporation. Utilizing his ample knowledge toensure the soundness of management, he has duly executed his duties as an Outside Audit and Supervisory
Committee Member of the Company.
It is expected that his expertise will continue to be utilized for advice on overall management, improving
the Company’s audit and supervisory functions, and the appropriate decision-making of the Board of Directorsof the Company. The Company hereby requests the reelection of him as an Outside Director who is an Audit
and Supervisory Committee Member.
[Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member]
16 out of 16 meetings (100.0%)
October 1979
Joined Nishikata Audit Corp. (through mergers, etc.,
this corporation later became Tohmatsu & Co. in1990 and then Deloitte Touche Tohmatsu LLC in2009)
Kinya Suzuki
Representative Partner, Tohmatsu & Co.
May 2000(November 7, 1953) July 2014
Retired from Deloitte Touche Tohmatsu LLC
MaleAugust 2014
Established Kinya Suzuki Accounting Office (to the
3,300
present)[Reappointment]
June 2015
Outside Auditor, Soshin Electric Co., Ltd. (to the[Outside]present)
June 2016
Corporate Auditor, the Company[Independent]
June 2018
Director who is an Audit and Supervisory
Committee Member, the Company (to the present)
June 2021
Director Audit & Supervisory Committee Member,
Soshin Electric Co., Ltd. (to the present)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Having worked for a major auditing firm for many years, Mr. Kinya Suzuki possesses an abundance ofknowledge and experience concerning financial affairs and accounting as a Certified Public Accountant, and hehas duly executed his duties as an Outside Audit and Supervisory Member of the Company.
It is expected that his expertise will continue to be utilized for improving the Company’s audit andsupervisory functions and the appropriate decision-making of the Board of Directors of the Company. The
Company hereby requests the reelection of him as an Outside Director who is an Audit and Supervisory
Committee Member.
[Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member]
16 out of 16 meetings (100.0%)- 13 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

Registered as an attorney, joined Matsuo & Kosugi
Partner, Matsuo & Kosugi
Yasuhisa Okuno
Visiting Professor, KU Leuven (Belgium)(January 3, 1953)
Visiting lawyer, De Bandt, van Hecke, Lagae &Male
Loesch (Belgium)
December 2003 SUZUYE & SUZUYE－[Reappointment]
April 2005
New Bridge Law Office
May 2008
Junichi Yoshida Law Office[Outside]July2014
HARUKAZE SOGO LAW OFFICE[Independent]
November 2018 Suzuki Sogo Law Office (to the present)
July 2020
Director who is an Audit and Supervisory
Committee Member, the Company (to the present)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Having worked for law offices both in Japan and internationally for many years, Mr. Yasuhisa Okuno
possesses an abundance of experience and legal knowledge as an attorney. Thus, he has duly executed his duties
as an Outside Audit and Supervisory Member for of the Company.
It is expected that he will continue to be of assistance in improving the Company’s audit and supervisory
functions, and his expertise will be utilized for the appropriate decision-making of the Board of Directors of theCompany. The Company hereby requests the reelection of him as an Outside Director who is an Audit andSupervisory Committee Member.
[Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member]
15 out of 16 meetings (93.8%)
Joined Computer Services Corporation (current
Hitomi Uchida
April 1983SCSK Corporation)(May 9, 1962)
Joined Recruit Co., Ltd.
May
2003
FemaleSeptember 2004 Joined Pasona career assets Inc. (current Pasona—
Inc.)[New appointment]
Established HUGRES Inc.; Representative Director,
February 2015
[Outside]
HUGRES Co.,Ltd (to the present)[Independent]
August 2021
Director, SAIKISS Inc. (to the present)
April 1985
April 1988
July 1998
October 2000

4

5

[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Ms. Hitomi Uchida possesses high-level expertise and sufficient knowledge to ensure the diversities of thecorporate management of the Company and Group companies and the Group’s human resources. After having
served in consulting for supporting second careers and changing careers, she started up a new business in 2015
so that female human resources could work lively.
It is expected that her expertise will be utilized for the appropriate decision-making of the Board of
Directors of the Company. The Company hereby requests the new election of her as an Outside Director who is
an Audit and Supervisory Committee Member.
[Attendance at the Board of Directors meetings as an Outside Audit and Supervisory Board Member]－ out of － meetings (－%)

Notes: 1. There is no special interest between the candidates and the Company.
2. Matters relating to the candidates for Outside Director are as follows.
i. Of the candidates, Mr. Kazuhiko Yamashita, Mr. Kinya Suzuki, Mr. Yasuhisa Okuno
and Ms. Hitomi Uchida are candidates for Outside Directors.
ii. Terms in office
The terms in office as Outside Directors for Mr. Kazuhiko Yamashita and Mr. Kinya
Suzuki will be four years at the conclusion of this Annual General Meeting of
Shareholders.
With the resolution of the 92nd Annual General Meeting of Shareholders held on June20, 2018, the Company transitioned to a company with an audit and supervisorycommittee. Prior to this transition when the Company was a company with a board ofcorporate auditors, the terms in office for both Mr. Kazuhiko Yamashita and Mr. Kinya
Suzuki were two years.

- 14 -

iii.

iv.

v.

vi.

The term in office as Outside Director for Mr. Yasuhisa Okuno will be two years at theconclusion of this Annual General Meeting of Shareholders.
Agreement limiting liability with Outside Directors
In order for the Outside Directors to fulfill the role expected of them, the Articles ofIncorporation specify that the Company may conclude an agreement limiting theliability of such Directors for damages as stipulated in Article 427, Paragraph 1 of theCompanies Act. Based on this agreement, the limit for the amount of liability is theminimum amount stipulated by law.
Currently, the Company has concluded such agreements with Mr. Kazuhiko Yamashita, Mr.
Kinya Suzuki and Mr. Yasuhisa Okuno and, in the event their reelections are approved andpassed in the resolutions of this Annual General Meeting of Shareholders, the Company
plans to continue these agreements with them. In the event the election of Ms. Hitomi
Uchida is approved, the Company plans to conclude an agreement limiting liability with her
in the same manner.
If the proposal for election of the candidates for Director is approved, the Company
plans to conclude indemnity contracts with the candidates for Director. The content of
this contract is provided in the Business Report section (page 34 of the Japaneseoriginal).
The Company has concluded a directors and officers liability insurance contract with aninsurance company. If the candidates are appointed as Directors, they will be includedin the insured persons of this insurance contract. The content of this insurance contract
is provided in the Business Report section (page 34 of the Japanese original).
Independent Officers
The Company has designated the candidates for Outside Directors as independent officers
in accordance with the rules of the Tokyo Stock Exchange, and reported to the Exchange
accordingly.

- 15 -

Reference
Composition of Directors After Proposals 3 and 4 Are Approved (Management
Structure on and after June 22, 2022)
Directors’ Skill Matrix
Experience Area Which the Company Expects from Directors

Name (gender/age)

Corporate
Management

Business
Strategy /MarketingPresident and Representative
Director

●

●

●

●

●

●

Post in the Company

Hiromi Hirata (Male/67)
Executive Vice President andDirector
Takeo Yumoto (Male/67)
Director and Managing
Executive Officer

Manufactur Finance /
Legal
ing /
Administrat Affairs /Technology
ionCompliance

GlobalBusiness

IT /DX

Intertype
Experience

●

●

●

●

●

●

●

Katsuhiko Yamazaki (Male/55)

Director, Executive Officer
Yuji Arai (Male/54)
Director, Executive Officer
Yasunori Munakata (Male/60)
Director (Audit and Supervisory
Committee Member / Full-time)

Kiyotaka Sakai (Male/66)
Director (Audit and Supervisory
Committee Member / Independent)

Kazuhiko Yamashita (Male/66)
Director (Audit and Supervisory
Committee Member / Independent)

Kinya Suzuki (Male/68)

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Director (Audit and Supervisory
Committee Member / Independent)

Hitomi Uchida (Female/60)

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Yasuhisa Okuno (Male/69)
Director (Audit and Supervisory
Committee Member / Independent)

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* The above age of Directors is current as of June 22, 2022.

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