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: 9824)
January 10, 2024
To our shareholders:
Motohide Nishimura
Representative Director, President
SENSHU ELECTRIC CO., LTD.
1-4-21 Minami-Kaneden, Suita City, Osaka Pref.

Notice of the 74th Annual General Meeting of Shareholders
We are pleased to announce the 74th Annual General Meeting of Shareholders of SENSHU ELECTRIC CO., LTD.
(the “Company”), which will be held as indicated 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 themeasures for providing information in electronic format will be taken) in electronic format, and posts this information
on each of the following websites. Please access any of websites by using the internet address to review the
information.
[The Company’s website]
https://www.senden.co.jp/financer/stockholders/ (in Japanese)[Website for posted informational materials for the general meeting of shareholders]
https://d.sokai.jp/9824/teiji/ (in Japanese)[Tokyo Stock Exchange (TSE) website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the internet address shown above, enter “SENSHU ELECTRIC” in “Issue name(company name)” or the Company’s securities code “9824” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights electronically (via theinternet, etc.) or in writing. Please review the Reference Documents for the General Meeting of Shareholders,and exercise your voting rights through either of the following methods:[Exercise of voting rights electronically (via the internet, etc.)]
Access the Company’s website for exercising voting rights (https://www.web54.net) (in Japanese), enter yourvoting rights exercise code and password printed on the voting form, and indicate your approval or disapprovalof the proposals by 5:00 p.m. on Thursday, January 25, 2024.
[Exercise of voting rights in writing]
Indicate your approval or disapproval of the proposals in the voting form and then return the form to theCompany by postal mail so that your vote is received by 5:00 p.m. on Thursday, January 25, 2024 (JST).

-1-1. Date and Time: Friday, January 26, 2024, at 10:00 a.m. (JST)
2. Venue:
3rd floor Ball Room of Shin-Osaka Esaka Tokyu REI Hotel,
9-6 Toyotsu-cho, Suita City, Osaka Pref.
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 74th fiscal year (from November 1,
2022 to October 31, 2023), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 74th fiscal year (from November 1, 2022 to October 31,
2023)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
Proposal No. 3 Revision of Amount of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4 Revision of Amount of Remuneration for Directors Who Are Audit and Supervisory
Committee Members- When you attend the meeting in person, please hand in the voting form at the reception.
- If there is no indication of approval or disapproval for each proposal on the voting form when you exercise voting rights inwriting, it will be treated as an indication of approval.
- If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of the items
before and after the revisions will be posted on the aforementioned each website.
- For this general meeting of shareholders, we have delivered paper-based documents stating the items subject to measures forelectronic provision to all shareholders, regardless of whether or not they have requested them. Among the items subject tomeasures for electronic provision, in accordance with the provisions of laws and regulations and Article 16, paragraph 2 of
the Company’s Articles of Incorporation, the following items are not provided in the paper-based documents delivered toshareholders.
(1) “Overview of System to Ensure the Properness of Operations and Operational Status” in the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
Accordingly, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements provided
in the paper-based documents constitute part of the documents audited by the Financial Auditor in preparing the accounting
audit report and the Audit and Supervisory Committee in preparing the audit report.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company maintains a basic policy of paying stable dividends, and having given comprehensive consideration
to matters including the business performance of the fiscal year and the level of internal reserves, it proposes thepayment of year-end dividends and appropriation of surplus as follows:
1. Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥60 per common share of the Company.
In this event, the total dividends will be ¥1,061,819,520.
(3) Effective date of dividends of surplus
January 29, 2024
2. Appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve: ¥3,334,000,000(2) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥3,334,000,000-3-Proposal No. 2

Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all 12 Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter) will expire. Therefore, based on the recommendationof the Nominating Committee, the Company proposes the election of 12 Directors.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for
Director are qualified.
The candidates for Director are as follows:-4-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Aug. 1995
Jan. 1996

Jan. 1997

Jan. 1998

Jan. 2000
May 2007
Apr. 2009
Nov. 2010
Jan. 2012
Reelection
1

Motohide Nishimura(July 6, 1955)

Jan. 2013
Mar. 2015
June 2015
Jan. 2016

June 2016
May 2018
June 2018

Mar. 2022

May 2022

Joined Okasan Securities Co., Ltd.
Advisor of the Company
Director, Deputy General Manager ofMarketing Div. & General Manager ofInternational Dept.
Managing Director, Deputy General Manager
of Administration Div. & General Manager of
Administration Dept.
Senior Managing Director, General Manager ofMarketing Div. & General Manager ofMarketing Administration Dept.
Representative Director, President
Representative Director, Chairman of STEC
Co., Ltd.
Representative Director, President & General
Manager of Marketing Div. of the Company
Representative Director, Chairman of Sanko
Shoji Co., Ltd.
Representative Director, President, General
Manager of Marketing Div. & General Manager
of International Div. of the Company
Representative Director, President & General
Manager of International Div.
Representative Director, Chairman of ASHI
ELECTRIC Co., Ltd.
Representative Director, Chairman of Taiyo
Tsushin Kogyo Co., Ltd.
Representative Director, Chairman &Representative Director, President of STEC
Co., Ltd.
Representative Director, President of theCompany (current position)
Representative Director of Kansai Cable
Wholesalers Association (current position)
Director (Audit and Supervisory Committee
Member) of KURABO INDUSTRIES LTD.
(current position)
Representative Director and Chairman of
Hokuetsu Denken Corporation (current
position)
President of the Japan Federation of Electric
Wire Workers’ Unions (current position)

Number of theCompany’s shares
owned

1,589,682 shares[Reasons for nomination]
Motohide Nishimura has extensive experience and a proven performance record, having been responsible for overall management of
the Company for many years as its Representative Director, President. Having judged that he can appropriately perform his role indecision making of management and supervision of business execution, the Company once again nominates him as a candidate for
Director.

-5-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1969
Nov. 2000
Jan. 2002
Jan. 2005
May 2005

Feb. 2007

Jan. 2008

Jan. 2012

Jan. 2012

Oct. 2014
Reelection
2

Jan. 2016
Takao Tahara(January 5, 1951)

June 2016

Nov. 2016
Apr. 2017

Nov. 2017

Apr. 2019

Oct. 2019

Aug. 2021

Joined the Company
General Manager of Nagoya Branch
Director & General Manager of Nagoya BranchManaging Director & General Manager ofNagoya BranchManaging Director, Deputy General Manager
of Marketing Div. & General Manager ofNagoya BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch
Representative Director, Chairman of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
(current position)
Representative Director, President of SENSHU
ELECTRIC PHILIPPINES CORPORATION
Director, Vice President, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch of theCompany
Director, Vice President, Executive Officer,
General Manager of International Div. &Deputy General Manager of Marketing Div.
Director, Vice President, Executive Officer &General Manager of International Div.
Director, Vice President, Executive Officer,
General Manager of International Div. &General Manager of International Dept.,
International Div.
Representative Director, Chairman of SENSHU
ELECTRIC PHILIPPINES CORPORATION(current position)
Director, Vice President, Executive Officer &General Manager of International Div. of theCompany (current position)
Representative Director, Chairman of SENSHU
ELECTRIC VIETNAM CO., LTD. (current
position)
Director, Chairman of SENSHU ELECTRICAMERICA, INC. (current position)

Number of theCompany’s shares
owned

35,840 shares[Reasons for nomination]
Takao Tahara has extensive experience and a proven performance record in the overall marketing division and the overall international
division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervisionof business execution, the Company once again nominates him as a candidate for Director.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1974
July 2006
Oct. 2010
Jan. 2012

Jan. 2016
Reelection
3

Atsuhiro Yoshida(September 15, 1955)

Jan. 2016
Nov. 2016

Jan. 2018

Jan. 2020

Joined the Company
General Manager of Saitama Office
General Manager of Sendai Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sendai BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Representative Director, President of ISUZU
ELECTRIC Co., Ltd.
Managing Director, Executive Officer &General Manager of Tokyo Branch of theCompany
Managing Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Tokyo Branch (current
position)

Number of theCompany’s shares
owned

18,800 shares[Reasons for nomination]
Atsuhiro Yoshida has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.
Mar. 1982
Joined the Company
Jan. 2009
General Manager of General Affairs Dept.
Jan. 2012
Executive Officer & General Manager ofGeneral Affairs Dept.
Jan. 2016
Director, Executive Officer, Deputy General
Reelection
Manager of Administration Div. & General
Manager of General Affairs Dept.
27,000 shares
4
Kazuto Narita
Jan. 2018
Managing Director, Executive Officer, Deputy(January 18, 1960)
General Manager of Administration Div. &General Manager of General Affairs Dept.
Jan. 2020
Senior Managing Director, Executive Officer,
General Manager of Administration Div. &General Manager of General Affairs Dept.
(current position)[Reasons for nomination]
Kazuto Narita has extensive experience and a proven performance record in the administration division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1988
June 2010
Jan. 2014
Jan. 2016

Reelection
5

Toyo Usho(May 1, 1969)

Nov. 2016
Jan. 2020
Nov. 2020
Jan. 2021

Joined the Company
General Manager of Sapporo Branch
Executive Officer & General Manager of
Sapporo Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sapporo Branch
Director, Executive Officer & General Manager
of Sapporo BranchManaging Director, Executive Officer &General Manager of Sapporo BranchManaging Director & Executive Officer
Senior Managing Director, Executive Officer &General Manager of Marketing Div. (current
position)

Number of theCompany’s shares
owned

16,400 shares[Reasons for nomination]
Toyo Usho has extensive experience and a proven performance record in the marketing division of the Company. Having judged that
he can appropriately perform his role in decision making of management and supervision of business execution, the Company once
again nominates him as a candidate for Director.
Apr. 2001
Joined Hosiden Corporation
May 2006
Joined Nidec Corporation (currently Nidec
Corporation; company name in Japanesechanged with English unchanged)
Sept. 2009
Joined the Company
July 2014
Representative Director, President of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
Apr. 2019
General Manager of International Dept.,
Reelection
International Div. of the Company
274,451 shares
6
Jan. 2020
Executive Officer & General Manager ofMotokazu NishimuraInternational Dept., International Div.
(April 15, 1976)
Jan. 2021
Director, Executive Officer & General Manager
of International Dept., International Div.
Aug. 2021
Director, President of SENSHU ELECTRICAMERICA, INC. (current position)
Jan. 2022
Managing Director, Executive Officer &General Manager of International Dept.,
International Div. of the Company (current
position)[Reasons for nomination]
Motokazu Nishimura has extensive experience and a proven performance record in the international division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1974
Apr. 2004
Nov. 2010
Jan. 2012

Reelection
7

Kiyoto Fukada(September 26, 1955)

Jan. 2016

Nov. 2016
Jan. 2020

Jan. 2020

Joined the Company
President of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
General Manager of Fukuoka Branch of theCompany
Executive Officer & General Manager of
Fukuoka Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Fukuoka Branch
Director, Executive Officer & General Manager
of Fukuoka BranchManaging Director, Executive Officer &General Manager of Fukuoka Branch (current
position)
Chairman of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.

Number of theCompany’s shares
owned

26,600 shares[Reasons for nomination]
Kiyoto Fukada has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.
Mar. 1979
Joined the Company
May 2013
General Manager of Accounting Dept.
Jan. 2016
Executive Officer & General Manager ofReelection
Accounting Dept.
817,300 sharesJan. 2020
Director, Executive Officer, Deputy General
Nobuko Shimaoka
Manager of Administration Div., General(March 30, 1957)
Manager of Accounting Dept. & General
Manager of Export Administration Office(current position)[Reasons for nomination]
Nobuko Shimaoka has extensive experience and a proven performance record in the accounting division of the Company. Having
judged that she can appropriately perform her role in decision making of management and supervision of business execution, theCompany once again nominates her as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1975
Jan. 2009
May 2015
Jan. 2016

Reelection
9

Masanori Hanayama(March 6, 1957)

Nov. 2018

Jan. 2020

Mar. 2023

Joined the Company
General Manager of 3rd Marketing Dept., Main
OfficeGeneral Manager of Hiroshima Branch
Executive Officer & General Manager ofHiroshima Branch
Executive Officer, Deputy General Manager of
Osaka Main Office & General Manager of 3rdMarketing Dept.
Director, Executive Officer, General Manager
of Osaka Main Office & General Manager of
3rd Marketing Dept.
Director, Executive Officer, General Manager
of Osaka Main Office, General Manager of 3rdMarketing Dept. & General Manager of Special
Machinery Dept. of Marketing Div. (current
position)

Number of theCompany’s sharesowned

2,900 shares[Reasons for nomination]
Masanori Hanayama has extensive experience and a proven performance record in the marketing division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.
Feb. 1991
Joined the Company
Oct. 2010
General Manager of Management Planning
OfficeReelection
Jan. 2016
Executive Officer & General Manager of
5,900 shares
10
Isamu Fukuda
Management Planning Office(February 5, 1963)
Jan. 2022
Director, Executive Officer & General Manager
of Management Planning Office (current
position)[Reasons for nomination]
Isamu Fukuda has extensive experience and a proven performance record in the management planning division of the Company.
Having judged that he can appropriately perform his role in decision making of management and supervision of business execution,
the Company once again nominates him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Sept. 1984
Feb. 1988
Sept. 1990

Apr. 2003
Reelection
Independent outside
11
Tooru Muneoka(June 27, 1957)

Apr. 2005
Apr. 2006

Mar. 2011
Jan. 2016
Jan. 2019
June 2019

Joined Osaka Office, Tohmatsu Awoki & Co.
(currently Deloitte Touche Tohmatsu LLC)
Registered as a certified public accountant
Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.), Deputy
Manager of Credit Department
Joined Sony Corporation (currently Sony
Group Corporation), General Manager in
Charge of Pension Planning Department
Research fellow of Kansai University
Professor of Graduate School of Kansai
University, School of Accountancy (current
position)
Audit & Supervisory Board Member of DDS,Inc.
Director of the Company (current position)
Provisional Audit & Supervisory Board
Member of KYOEI STEEL LTD.
Audit & Supervisory Board Member of KYOEISTEEL LTD. (current position)

Number of theCompany’s shares
owned

0 shares[Reasons for nomination and outline of expected roles]
Tooru Muneoka has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as a certified public accountant and a university professor to provide guidance and advice on the execution ofduties by Directors, particularly from his perspective as an expert on finance and accounting. In addition, if his election is approved,
he will be involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective
and neutral standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been
involved in the management of a company except as an outside officer. However, for the above reasons, the Company has judged that
he can appropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of theCompany will have been eight years.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Reelection
Independent outside
12
Tsuyoshi Kondo(November 19, 1963)

Apr. 1993
Apr. 1993
Apr. 2001
Apr. 2003
Apr. 2012

June 2016

Joined the Legal Training and ResearchInstitute of the Supreme Court of Japan
Registered as an attorney at law
Joined Chiaki & Tsuyoshi Kondo Law Office
President of KONDO LAW OFFICE (current
position)
Registered as a patent attorney
Specially Appointed Professor of Graduate
School of Kansai University, School of Law(current position)
Audit & Supervisory Board Member of Nippon
Shinyaku Co., Ltd. (current position)
Director of the Company (current position)

Number of theCompany’s shares
owned

0 sharesJan. 2018[Reasons for nomination and outline of expected roles]
Tsuyoshi Kondo has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as an attorney at law and a patent attorney to provide guidance and advice on the execution of duties by Directors,
particularly from his perspective as an expert on corporate legal affairs. In addition, if his election is approved, he will be involved in
the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral
standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been involved in
the management of a company except as an outside officer. However, for the above reasons, the Company has judged that he canappropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of the Company
will have been six years.
Notes:
1.
The Company has a trading relationship including the buying/selling of products with SENSHU ELECTRIC INTERNATIONAL
2.

CO., LTD., where Takao Tahara concurrently serves as Representative Director and Chairman.
Other than the above mentioned, there is no special interest between any of the candidates and the Company.

3.
4.

Tooru Muneoka and Tsuyoshi Kondo are candidates for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Tooru Muneoka and Tsuyoshi Kondo have been
appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company
plans for their appointments as independent officers to continue.

5.

Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with
Tooru Muneoka and Tsuyoshi Kondo to limit their liability for damages under Article 423, paragraph (1) of the Companies Act.
Under these agreements, the maximum amount of liability for damages is the amount provided for under laws and regulations. If
their reelection is approved, the Company plans to renew the aforementioned agreements with them.

6.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance policy includes the Directors of the Company as the insureds. Under
the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in thecourse of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with fullknowledge of its illegality.) If each candidate is elected and assumes office as Director, the Company will include each of them as
an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the sameterms.

- 12 -

(Reference)

Skill matrix of Directors after the conclusion of this meeting

Name

Corporate
management

Industryknowledge

Sales/
marketingInternational
business

ESG/
sustainability

Compliance

Finance/accounting

Motohide Nishimura

●

●

●

●

●

●

●

Takao Tahara

●

●

●

●

●

Atsuhiro Yoshida

●

●

●

Kazuto Narita

●

●

●

Toyo Usho●●●

Motokazu Nishimura

●

●

●

●

●

Kiyoto Fukada

●

●

●

●

●

Nobuko Shimaoka●

Masanori Hanayama●●

Isamu Fukuda

●

●

●
●
●

●
●

●

●

●
●

Tooru Muneoka●

Tsuyoshi Kondo

●

●

●

●

●

●

●

●

Hiromichi Yamajo

●

●

●

●

Masaki Hirata

●

●

●

●

Akira Moriwaki

●

●

●

●

●

Note: The above list does not represent all of the expertise and experience of each Director.

- 13 -

Proposal No. 3

Revision of Amount of Remuneration for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)

Whereas the amount of remuneration for Directors of the Company (excluding Directors who are Audit andSupervisory Committee Members; the same shall apply hereinafter in this proposal) of no more than ¥350 million
annually (including the amount of no more than ¥20 million annually for outside Directors) was resolved at the 71st
Annual General Meeting of Shareholders held on January 28, 2021, and has remained in effect to this day, theCompany seeks approval to revise the amount of remuneration for Directors to be no more than ¥530 million annually(including the amount of no more than ¥30 million annually for outside Directors) by taking various factors into
account such as increased responsibilities and expected roles of the Directors attributable to subsequent changes in
economic conditions and the business environment. In addition, the Company also proposes that the amount of
remuneration for Directors does not include the portion of employee salaries of Directors who concurrently serve as
employees, as before.
The Company deems this proposal to be appropriate given that it was approved by the Board of Directors subsequent
to the Remuneration Committee, in which all of the Audit and Supervisory Committee Members participate and overhalf of whose membership consists of independent outside Directors, deliberating upon it while comprehensively
taking into consideration factors that include the Company’s scale of business, the officer remuneration structure andassociated payment levels, as well as the current number of officers and trends going forward.
Moreover, the policy on making decisions on details that include remuneration for individual Directors of theCompany is as stated under “Business Report, 4. Matters regarding Corporate Officers, (4) Remuneration, etc. for
Director” (in Japanese).
The current number of Directors is 12 (including two outside Directors), and the number of Directors shall remainunchanged if Proposal No. 2 “Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)” is approved and adopted as originally proposed.

- 14 -

Proposal No. 4

Revision of Amount of Remuneration for Directors Who Are Audit and Supervisory Committee
Members

Whereas the amount of remuneration for Directors who are Audit and Supervisory Committee Members of theCompany of no more than ¥35 million annually was resolved at the 71st Annual General Meeting of Shareholders
held on January 28, 2021, and has remained in effect to this day, the Company seeks approval to revise the amountof remuneration for Directors who are Audit and Supervisory Committee Members to be no more than ¥50 million
annually by taking various factors into account such as the need for securing and retaining exceptional professionals
qualified to serve as Directors who are Audit and Supervisory Committee Members, and the need for additional
Directors who are Audit and Supervisory Committee Members in the future.
The Company deems this proposal to be appropriate given that the Remuneration Committee, in which all of the
Audit and Supervisory Committee Members participate and over half of whose membership consists of independent
outside Directors, deliberated upon it while comprehensively taking into consideration factors that include the current
number of officers and trends going forward, based on the duties and responsibilities of the Directors who are Audit
and Supervisory Committee Members.
The current number of Directors who are Audit and Supervisory Committee Members is three.

- 15 -