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.

Stock Exchange Code: 5985
June 7, 2024

To Shareholders,Tadao Ohtani
Representative Director and CEO

SUNCALL CORPORATION

14, Umezunishiura-cho, Ukyo-ku, Kyoto, JapanNOTICE OF THE 107TH ANNUAL SHAREHOLDERS’ MEETING
We are pleased to announce the 107th Annual Shareholders’ Meeting of SUNCALL CORPORATION (the“Company”). The meeting will be held for the purposes as described below.
On convening this shareholders’ meeting, the Company has taken the measures available under Japanese law toprovide the reference material for this meeting in an electronic format. (Information made available electronicallyis referred to as “matters for which measures for providing information in electronic format have been taken.”) The
Notice of the 107th Annual Shareholders’ Meeting is available online at the following website address.
[Company website] https://www.suncall.co.jp/ir/meeting/ (in Japanese)[Website to access the documents of the shareholders’ meeting] https://d.sokai.jp/5985/teiji/ (in Japanese)
The above electronically provided information (the “matters for which measures for providing information inelectronic format have been taken”) is available not only on this website, but also on the website of the Tokyo
Stock Exchange. Information can be accessed by visiting the website below, inserting and searching for Suncall as
the Issue name (company name) or 5985 as the Code, and then selecting “Basic information,” “Documents for
public inspection/PR information.”
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
If you are unable to attend the Annual Shareholders’ Meeting in person, then you may exercise your voting
rights using either of the methods below. We ask that, after reviewing the reference material for the meeting,you exercise your voting rights in accordance with the Instructions on Exercising Your Voting Rights on page3 [of the Japanese original text] of this Notice.
[When exercising your voting rights online]
Access our company’s designated website for online voting (https://www.web54.net) and follow the on-screen
instructions to vote for or against each proposal prior to 4:45 p.m. on Wednesday, June 26, 2024.
Before exercising your voting rights, please confirm the section entitled “how to exercise your voting rights online”
on page 4 [of the Japanese original text] of this Notice.
[When exercising your voting rights in writing]
Indicate your agreement with or opposition to each proposal on the enclosed voting form and send the form suchthat it arrives prior to 4:45 p.m. on Wednesday, June 26, 2024.

-1-1. Date and Time: Thursday, June 27, 2024, at 10:00 a.m. (JST)
2. Venue:
Suncall conference room
14, Umezunishiura-cho, Ukyo-ku, Kyoto, Japan
3. Matters before the meeting:
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and results of audits by the Independent Auditor
and the Audit and Supervisory Committee of the Consolidated Financial Statements for the Company’s
107th Fiscal Year (April 1, 2023 - March 31, 2024)
2. Non-consolidated Financial Statements for the Company’s 107th Fiscal Year (April 1, 2023 - March 31,
2024)
Matters to be resolved
Proposal 1:
Appropriation of Surplus
Proposal 2:
Election of Seven Directors (Excluding Directors who are Audit and Supervisory
Committee Members)
Proposal 3:
Election of Three Directors who are Audit and Supervisory Committee Members
Proposal 4:
Election of One Substitute Director who is an Audit and Supervisory Committee
Member---

For those attending the meeting on the day, please submit the enclosed voting form at the reception desk.
Of the information made available online (the “matters for which measures for providing information in electronic format havebeen taken”), the following information, in accordance with laws, regulations and stipulations of the Company’s Articles ofIncorporation, is not included in the written documents provided to shareholders who requested written information. In addition,
the Audit and Supervisory Committee and the Independent Auditor have audited the documents to be audited, including thefollowing matters.
(1) “Company Systems and Policies” 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
Note that these matters are included in the “matters relating to the notification of convocation of the 107th Annual
Shareholders’ Meeting for which measures for providing information in electronic format have been taken but which, in
accordance with laws, regulations and the Articles of Incorporation, are not included in the written material provided in
response to requests for written material.”
If there are any changes to the information made available online (the “matters for which measures for providing information inelectronic format have been taken”), then the relevant information, as before the change and as after the change, will be madeavailable on the websites referred to above.
Please note that no social reception for shareholders will be held after the shareholders’ meeting.

-2-

Reference Documents for the Shareholders’ Meeting
Proposals and Reference Information
Proposal 1:
Appropriation of Surplus
The Company’s management philosophy is to provide stable dividends to shareholders. Based on the medium-term
management plan, the Company proposes to pay year-end dividends for the fiscal year under review as follows:
Year-end dividend(1) Type of dividend asset
Cash(2) Allotment of dividend assets to shareholders and their aggregate amount¥10 per common share of the Company
Total amount: ¥304,325,950
Including the interim dividend of ¥10 per share, the dividends for the fiscal year under review will be ¥20 per
share.
(3) Effective date of dividend of surplus
June 28, 2024

-3-

Proposal 2:

Election of Seven Directors (Excluding Directors who are Audit and Supervisory Committee
Members)

The terms of office of all seven Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter, the same applies in this proposal) will expire at the conclusion of this Meeting.
Therefore, the Company proposes the election of seven Directors.
This proposal was decided based on a report from the Nomination and Remuneration Advisory Committee, which
is chaired by an Independent Outside Director.
The candidates for Directors are as follows:
Candidate
Name
Current position in the Company
No.

1

Tadashi Nara

Incumbent

Representative Director, Vice President andExecutive Officer
Chief Operating Officer of Research &Development Group, and General Manager of
Product Strategy Dept.

2

Masatoshi Kanada

Incumbent

Director, and Senior Managing Executive Officer
Chief Operating Officer of Management Group

3

Tadao Ohtani

Incumbent

Representative Director and CEO

4

Kazutoshi Sugimura

Incumbent

Director and Managing Executive Officer
General Manager of Suspension Products
Division5

Yoshihiro Miyake

Incumbent
OutsideDirector

6

Fumiko Kagiya

Incumbent
OutsideIndependent

Director

Incumbent
OutsideDirector
Independent(Note) The Company insures all Directors through a directors and officers liability insurance (D&O Insurance)
policy, as stipulated in Article 430-3, Paragraph (1) of the Companies Act. If this proposal is approved as
proposed, and if the candidates are appointed as Directors, they will be insured under the D&O Insurance
policy. The policy covers damages that may arise from the insured person’s assumption of liability incurredin the course of the performance of duties as a Director or Officer, or from receipt of claims pertaining to
the pursuit of such liability. However, there are certain exclusions to coverage; for example, the policy does
not cover damages caused by acts committed by a person with knowledge that said acts are in violation oflaws and regulations. (The Company pays for all premiums (including the rider) and the insured person
essentially pays for no premiums. The policy has a deductible and does not cover damages up to theamount of the deductible.) The Company plans to renew said insurance policy with similar terms during
the term of office.
7

Hiroko Ozawa

Opinion of the Audit and Supervisory Committee
With respect to the appointment of Directors (excluding Directors who are Audit and Supervisory Committee
Members. Same hereinafter.) and their remuneration, two Independent Outside Directors who are also Audit andSupervisory Committee Members attended the Nomination and Remuneration Advisory Committee, where they
confirmed the policy for nominating candidates for Director and the specific method for calculating remuneration,and provided their opinions, which were reviewed by the Audit and Supervisory Committee together with the fulltime Audit and Supervisory Committee Members.
As a result, the Audit and Supervisory Committee has determined that the procedures for the election of Directors
are appropriate and that the candidates are suitable to serve as Directors of the Company.
-4-

The Audit and Supervisory Committee also determined that the procedures for the report by the Nomination andRemuneration Advisory Committee regarding the remuneration of Directors were appropriate.
As a result, the Audit and Supervisory Committee concluded that there are no special matters to be stated at the
Shareholders’ Meeting in accordance with the provisions of the Companies Act with respect to either the election of
Directors or their remuneration.

-5-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Jan. 2007

1(Notes)Number of theCompany’s shares
ownedJoined Toyota Motor Corporation
Seconded to Engine Engineering Division No.
2, Daihatsu Motor Co., Ltd., Engine
Engineering Project Manager
Jan. 2009
Unit Project General Manager of Engine
Design Center 22, Engine Engineering Division
2 of Toyota Motor Corporation
Jan. 2012
Seconded to Toyota Motor Asia PacificEngineering & Manufacturing Co., Ltd.
(Bangkok), Vice President
Jan. 2016
Project General Manager of Powertrain
Planning Field, Unit Management Division of
Toyota Motor Corporation
Aug. 2016
Project General Manager of Engine
Development Management Department, Engine
Design & Engineering Division
Jan. 2017
Nominated Assistant to High Precision Product
Division I of the Company
Apr. 2017
Executive Officer, and General Manager ofTadashi NaraHigh Precision Product Division I
11,707 shares
August 31, 1960
Apr. 2019
Managing Executive Officer, and General
Manager of High Precision Product Division I
June 2019
Director, Managing Executive Officer, andGeneral Manager of High Precision Product
Division I
June 2020
Representative Director, Senior Managing
Executive Officer, and General Manager of
Product Strategy Dept.
Aug. 2021
Representative Director, Senior Managing
Executive Officer, Chief Operating Officer ofResearch & Development Group, and General
Manager of Product Strategy Dept.
June 2022
Representative Director, Vice President andExecutive Officer, Chief Operating Officer ofResearch & Development Group, and General
Manager of Product Strategy Dept. (current
position)[Significant concurrent positions outside the Company]
Not applicable
Reasons for nomination as candidate for Director:
In addition to his many years of experience as head of engineering departments at Toyota Motor Corporation and othercompanies, he has demonstrated excellent management skills at all divisions under his charge by utilizing said
experience since being appointed as an Executive Officer of the Company in April 2017. He has also demonstrated
outstanding management skills since his appointment as a Director of the Company in June 2019 and as Representative
Director in June 2020. The Company has therefore judged him to be an appropriate candidate to achieve sustainableenhancement of its corporate value.
1. There is no special interest between Tadashi Nara and the Company.
2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall
Officers Stock Ownership Association.

-6-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
July 2002

Number of theCompany’s shares
ownedJoined ITOCHU Corporation
Seconded to ITOCHU Automobile America
Inc., Vice President (stationed in Detroit)
Apr. 2007
Manager of Parts Business Section, Automobile
Business Promotion Department of ITOCHU
Corporation
June 2012
Seconded to ITOCHU Automobile Corporationas Planning & Administration Section Manager
Apr. 2017
Member of the Board, and Manager of Planning& Administration Section
June 2017
Director of the Company (concurrent with theabove position)
Apr. 2019
Seconded to the Company as a Managing
Executive Officer, and Assistant to General
Manager of Planning and Business
Masatoshi Kanada
Management Division
11,877 shares
April 21, 1961
June 2020
Managing Executive Officer, and General
Manager of Corporate Planning and
2
Management Division
June 2022
Director, and Managing Executive Officer,
General Manager of Corporate Planning andManagement Division
June 2023
Director, and Senior Managing Executive
Officer, Chief Operating Officer ofManagement Group and General Manager ofCorporate Planning and Management Division
Apr. 2024
Director, and Senior Managing Executive
Officer, Chief Operating Officer ofManagement Group (current position)[Significant concurrent positions outside the Company]
Not applicable
Reasons for nomination as candidate for Director:
He has a proven track record in various fields at companies conducting business on a global scale and has fulfilled an
important role in the management of the Company with his outstanding management skills since his appointment to theCompany’s Director in June 2022. The Company has therefore judged him to be an appropriate candidate to achievesustainable enhancement of its corporate value.
(Notes) 1. There is no special interest between Masatoshi Kanada and the Company.
2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall
Officers Stock Ownership Association.

-7-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985
Apr. 2004

3(Notes)Number of theCompany’s shares
ownedJoined the Company
General Manager of Suspension and Sub
Micron Products Section, Digitronics Products
Division II
Apr. 2011
Executive Officer, and Deputy General
Manager of Suspension Products Division
June 2011
Executive Officer, and General Manager ofSuspension Products Division
Apr. 2014
Managing Executive Officer, and General
Manager of Information Technology and High
Precision Products Division
June 2015
Director, Managing Executive Officer, andGeneral Manager of Information Technology
and High Precision Products Division
Tadao Ohtani
Nov. 2015
Director, Managing Executive Officer, and57,870 shares
September 27, 1960
Deputy Director of Production and
Administration Group
Apr. 2017
Director, Managing Executive Officer, andChief Operating Officer of Production and
Administration Group
June 2017
Representative Director, Senior Managing
Director, Managing Executive Officer, andChief Operating Officer of Production and
Administration Group
June 2018
Representative Director and President and CEO
June 2020
Representative Director and CEO (current
position)[Significant concurrent positions outside the Company]
Not applicable
Reasons for nomination as candidate for Director:
He has demonstrated excellent skills in various business fields, including the Company’s Digitronics Products Division,
Suspension Products Division, and Information Technology and High Precision Products Division, and has
demonstrated outstanding management skills since his appointment as a Director of the Company in June 2015 and as
Representative Director and President and CEO in June 2018. The Company has therefore judged him to be an
appropriate candidate to achieve sustainable enhancement of its corporate value.
1. There is no special interest between Tadao Ohtani and the Company.
2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall
Officers Stock Ownership Association.

-8-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1986
Mar. 2004

Number of theCompany’s shares
ownedJoined the Company
Director and President of Suncall Co., (H.K.)
Ltd. (stationed in Hong Kong)
Apr. 2009Manager of Finance and Accounting andCorporate Management Department ofPlanning and Business Management Divisionof the Company
Apr. 2013
General Manager of Planning and Business
Management Division
Kazutoshi Sugimura
Apr. 2014
Executive Officer, and General Manager of
18,723 shares
May 14, 1963
Planning and Business Management Division
Apr. 2017Managing Executive Officer, and General
4Manager of Planning and Business
Management Division
June 2020
Director, Managing Executive Officer, andGeneral Manager of Suspension Products
Division (current position)[Significant concurrent positions outside the Company]
Not applicable
Reasons for nomination as candidate for Director:
He has demonstrated excellent skills in the Planning and Business Management Division of the Company and has also
fulfilled an important role in the management of the Company with his outstanding management skills since his
appointment to the Company’s Director in June 2020. The Company has therefore judged him to be an appropriate
candidate to achieve sustainable enhancement of its corporate value.
(Notes) 1. There is no special interest between Kazutoshi Sugimura and the Company.
2. The number of shares held as listed above includes the number of shares actually held in the name of the Suncall
Officers Stock Ownership Association.

-9-

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1992
Apr. 2014

Number of theCompany’s shares
ownedJoined Kobe Steel, Ltd.
General Manager of Thin Steel Plate
Department, Kakogawa Works in the Iron &Steel Business
Apr. 2017
General Manager of Thin Steel Plate Product
Technology Department, Iron & Steel Business
Apr. 2020
General Manager of Automotive Steel Plate
Product Technology Department, Steel &Yoshihiro Miyake
Aluminum Business0 shares
March 12, 1968
Apr. 2021
Vice Plant Director, Kakogawa Works, Steel &Aluminum Business
5
Apr. 2022
Company Director, Vice Plant Director,
Kakogawa Works, Steel & Aluminum Business
Apr. 2023
Executive Officer (current position)
June 2023
Director of the Company (current position)[Significant concurrent positions outside the Company]
Executive Officer of Kobe Steel, Ltd.
Reasons for nomination as candidate for Outside Director and summary of expected roles:
The Company expected that his many years of experience in charge of manufacturing at Kobe Steel, Ltd., and his
specialized knowledge (including technical expertise) would enable him to fulfill supervisory and check functions for
the Company’s management. For the reasons stated above, the Company has therefore judged him as capable ofappropriately fulfilling duties as an Outside Director.
(Notes) 1. There is no special interest between Yoshihiro Miyake and the Company.
Mr. Miyake holds a concurrent position at Kobe Steel, Ltd., which is a major shareholder and material supplier to theCompany. He has no other special relationship with the Company.
2. Mr. Miyake is currently Outside Director of the Company. His term of office as Outside Director is the one-year period
from his appointment at the 106th Annual Shareholders’ Meeting held on June 23, 2023, up to the conclusion of thisMeeting.
3. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company has entered into anagreement with Mr. Miyake to limit his liability for damages as defined in Article 423, Paragraph (1) of said Act to theminimum liability amount provided for by Article 425, Paragraph (1) of said Act. If his re-election is approved, theCompany intends to renew these agreements with Mr. Miyake.

- 10 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Jan. 2009
Apr. 2014

Number of theCompany’s shares
ownedJoined Nakamoto & Partners
Partner of Nakamoto & Partners (current
position)
Apr. 2020
Associate Professor of Clinical Legal Educationof Graduate School of Law/Faculty of Law,
Kobe University
Apr. 2021
Professor of Clinical Legal Education (current
position)
Fumiko Kagiya
0 shares
June 2022
Director (current position)
January 10, 1983
Jan. 2024
Registered as a Small and Medium EnterpriseManagement Consultant
6[Significant concurrent positions outside the Company]
Partner of Nakamoto & Partners
Professor of Clinical Legal Education of Graduate School of
Law/Faculty of Law, Kobe University
Member of Ethics Committee at National Hospital Organization
Osaka National Hospital
Reasons for nomination as candidate for Outside Director and summary of expected roles:
She possesses extensive experience and deep insight as a lawyer in fields such as corporate legal affairs. The Company
expects her to provide recommendations and to supervise the Company’s overall corporate activities from an
independent position. Although she has no experience in managing a company, for the reasons stated above, theCompany has judged her as capable of appropriately fulfilling duties as an Outside Director.
(Notes) 1. There is no special interest between Fumiko Kagiya and the Company.
2. Ms. Kagiya is currently Outside Director of the Company. Her term of office as Outside Director is the two-year period
from her appointment at the 105th Annual Shareholders’ Meeting held on June 24, 2022, up to the conclusion of thisMeeting.
3. Ms. Kagiya is an independent director under the regulations of the Tokyo Stock Exchange, and if the re-election of Ms.
Kagiya is approved, the Company intends for her to continue to serve as an independent officer.
4. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company has entered into anagreement with Ms. Kagiya to limit her liability for damages as defined in Article 423, Paragraph (1) of said Act to theminimum liability amount provided for by Article 425, Paragraph (1) of said Act. If her re-election is approved, theCompany intends to renew these agreements with Ms. Kagiya.

- 11 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1985

7(Notes)Number of theCompany’s shares
ownedJoined Sony Corporation (currently Sony
Group Corporation)
Aug. 1991
Seconded to Sony Deutschland GmbH as
Personal Audio Product Manager
Dec. 1997
International Marketing Division, Sony
Corporation (currently Sony Group
Corporation)
Aug. 1999
Event and Entertainment Promotion
Department
July 2001
Seconded to Sony Pictures Entertainment(Japan) Inc.
Sept. 2007
Seconded to AXN Japan Inc. as Director,
Executive Vice President and General Manager
Oct. 2008
Seconded to Mystery Channel, Inc. as Director,
Executive Vice President and General Manager(concurrent with the above position)
June
2015
Seconded to Animax Broadcast Japan as
Hiroko Ozawa
0 shares
Outside Director
December 15, 1961(concurrent with the above position)
Oct. 2015
Seconded to Star Channel Inc. as
Representative Director and Executive Vice
President
Nov. 2018
Vice President of Sony Pictures Entertainment(Japan) Inc.
June 2021
Outside Director of Nojima Corporation
May 2022
Outside Director of PR Times Inc. (current
position)
June 2022
External Director of Cecile Co., Ltd.
Mar. 2023
External Director of OUTSOURCING Inc.
(current position)
June 2023
Director of the Company (current position)[Significant concurrent positions outside the Company]
Outside Director of PR Times Inc.
External Director of OUTSOURCING Inc.
Reasons for nomination as candidate for Outside Director and summary of expected roles:
As she has a wealth of experience and insight as a manager and business leader within Sony Group, both inside andoutside Japan, she is expected to fulfill supervisory and check functions for the Company’s management.
For the reasons stated above, the Company has therefore judged her as capable of appropriately fulfilling duties as an
Outside Director.
1. There is no special interest between Hiroko Ozawa and the Company.
2. Ms. Ozawa is currently Outside Director of the Company. Her term of office as Outside Director is the one-year period
from her appointment at the 106th Annual Shareholders’ Meeting held on June 23, 2023, up to the conclusion of thisMeeting.
3. Ms. Ozawa is an independent director under the regulations of the Tokyo Stock Exchange, and if the re-election of Ms.
Ozawa is approved, the Company intends for her to continue to serve as an independent officer.
4. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company has entered into anagreement with Ms. Ozawa to limit her liability for damages as defined in Article 423, Paragraph (1) of said Act to theminimum liability amount provided for by Article 425, Paragraph (1) of said Act. If her re-election is approved, theCompany intends to renew these agreements with Ms. Ozawa.

- 12 -

Proposal 3:

Election of Three Directors who are Audit and Supervisory Committee Members

The terms of office of all four Directors who are Audit and Supervisory Committee Members will expire at theconclusion of this Meeting.
Therefore, the Company proposes the election of three Directors who are Audit and Supervisory Committee
Members. Although the number of Directors who are Audit and Supervisory Committee Members will be reduced
by one, the Company believes that the appointment of one Assistant will continue to ensure the effectiveness ofaudits.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
Candidates for the role of Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
Name
Current position in the Company
No.
New candidate
1
Toru Kakegawa–
OutsideIncumbent
Director, Audit and Supervisory Committee
2
Atsushi Tanaka
OutsideMemberIndependent
New candidate
3
Izumi Yamada
Outside–Independent
The Company insures all Directors through a directors and officers liability insurance (D&O Insurance) policy, as
stipulated in Article 430-3, Paragraph (1) of the Companies Act. If this proposal is approved as proposed, and if thecandidates are appointed as Directors, they will be insured under the D&O Insurance policy. The policy covers
damages that may arise from the insured person’s assumption of liability incurred in the course of the performanceof duties as a Director or Officer, or from receipt of claims pertaining to the pursuit of such liability. However,there are certain exclusions to coverage; for example, the policy does not cover damages caused by acts committed
by a person with knowledge that said acts are in violation of laws and regulations. (The Company pays for all
premiums (including the rider) and the insured person essentially pays for no premiums. The policy has adeductible and does not cover damages up to the amount of the deductible.) The Company plans to renew said
insurance policy with similar terms during the term of office.

- 13 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
Apr. 2005

1(Notes)Number of theCompany’s shares
ownedJoined ITOCHU Corporation
Acting General Manager of Planning &Coordinating Department of Finance, Realty,
Insurance & Logistics Services Company
Apr. 2007
Seconded to ITOCHU Finance Corporation,
General Manager of Corporate Planning
Department
Apr. 2009
General Manager of Financial Markets
Department of ITOCHU Corporation
Apr. 2011
General Manager of Foreign Exchange
Securities Office, Finance DivisionDec. 2011
Seconded to ITOCHU Capital Securities Ltd.,
Toru Kakegawa
President & CEO
June 26, 1961
0 sharesJan. 2013
Seconded to ITOCHU Shared Management(New candidate)Services Inc., General Manager of Financial
Services Division
General Manager of Foreign Exchange
Department, ITOCHU Corporation
Apr. 2015
General Manager of Finance Department,
Marubeni-Itochu Steel Inc.
Apr. 2018
Assistant CSO
Apr. 2021
Standing Audit & Supervisory Board Memberof Marubeni-Itochu Sumisho Techno Steel Inc.
(current position)[Significant concurrent positions outside the Company]
Not applicable
Reasons for nomination as candidate for Outside Director and summary of expected roles:
In addition to his independence and objectivity as an Outside Director, he has knowledge of corporate management
based on his long years of experience at ITOCHU Corporation and Marubeni-Itochu Steel Inc. The Company has
therefore judged him as capable of fulfilling supervisory and check functions for the Company’s management as an
Outside Director who is an Audit and Supervisory Committee Member.
1. There is no special interest between Toru Kakegawa and the Company.
2. Mr. Kakegawa is scheduled to retire from the position of Standing Audit & Supervisory Board Member of MarubeniItochu Sumisho Techno Steel Inc. as of June 26, 2024.
3. Mr. Kakegawa is a candidate for Outside Director.
4. If his election is approved, pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company
intends to enter into an agreement with Mr. Kakegawa to limit his liability for damages as defined in Article 423,
Paragraph (1) of said Act to the minimum liability amount provided for by Article 425, Paragraph (1) of said Act.

- 14 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1994

2(Notes)Number of theCompany’s shares
owned

Associate Professor of School of Economics,
Kwansei Gakuin University
May 1995
Ph.D. in Economics, The University of North
Carolina at Chapel Hill
Apr. 2000
Professor of School of Economics, Kwansei
Gakuin University (current position)
June 2020
Director of the Company (Audit andSupervisory Committee Member) (current
Atsushi Tanaka
position)
July 28, 1960
0 shares[Significant concurrent positions outside the Company]
Professor of School of Economics, Kwansei Gakuin University
Chair of Hyogo Prefecture Evaluation Committee for PublicEnterprises
Member of Hyogo Prefecture Management Vision Committee
for Public Enterprises
Member of Examination Committee of the Securities Analysts
Association of JapanMay 2018
Consumer Support Achievement Award (fromAwardsthe Minister of State for Special Missions)Reasons for nomination as candidate for Outside Director and summary of expected roles:
He is independent and objective because he satisfies not only the requirements for an Outside Director under theCompanies Act but also the requirements for an Independent Director as stipulated by the Tokyo Stock Exchange, Inc.
and is a professor of the School of Economics at Kwansei Gakuin University, specializing in the field of finance. The
Company has therefore judged him as capable of objectively and comprehensively fulfilling supervisory and check
functions for the Company’s management from an independent position as an Outside Director who is an Audit andSupervisory Committee Member. Although he has no experience in managing a company, for the reasons stated above,
the Company has judged him as capable of appropriately fulfilling duties as an Outside Director who is an Audit andSupervisory Committee Member.
1. There is no special interest between Atsushi Tanaka and the Company.
2. Mr. Tanaka is a candidate for Outside Director.
Mr. Tanaka is currently Outside Director of the Company who is an Audit and Supervisory Committee Member. His
term of office as Outside Director who is an Audit and Supervisory Committee Member is the four-year period from his
appointment at the 103rd Annual Shareholders’ Meeting held on June 24, 2020, up to the conclusion of this Meeting.
3. Mr. Tanaka is an independent director under the regulations of the Tokyo Stock Exchange, and if the re-election of Mr.
Tanaka is approved, the Company intends for him to continue to serve as an independent officer.
4. Pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company has entered into anagreement with Mr. Tanaka to limit his liability for damages as defined in Article 423, Paragraph (1) of said Act to theminimum liability amount provided for by Article 425, Paragraph (1) of said Act. If his re-election is approved, theCompany intends to renew these agreements with Mr. Tanaka.

- 15 -

Candidate
No.

Name
(Date of Birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1984
June 1988

3(Notes)Number of theCompany’s shares
ownedJoined Haneda Seiki Seisakusho
MBA from UCLA Anderson School ofManagement
July 1988
Joined The Sumitomo Trust and Banking
Company, Limited
June 1994
Founder and Representative Director, Field
Management Inc. (current position)
Jan. 1997
Founder and Representative Director, BioQuest
Inc.
Izumi Yamada
Apr. 2002
Retired as Representative Director of BioQuest
February 24, 1962
0 shares
Inc.
(New candidate)
Apr. 2002
Founder and Representative Director, Axiabio
Science, Inc. (currently Axiabio, Inc.) (current
position)
Sept. 2008
Outside Director, UNDER THE LIGHT, INC.
(current position)[Significant concurrent positions outside the Company]
Representative Director of Field Management Inc.
Representative Director of Axiabio, Inc.
Outside Director of UNDER THE LIGHT, INC.
Reasons for nomination as candidate for Outside Director and summary of expected roles:
She is independent and objective because she satisfies not only the requirements for an Outside Director under theCompanies Act but also the requirements for an Independent Director as stipulated by the Tokyo Stock Exchange, Inc.,and she has experience in management, business development, and entrepreneurship. The Company has therefore
judged her as capable of objectively and comprehensively fulfilling supervisory and check functions for the Company’s
management from an independent position as an Outside Director.
1. There is no special interest between Izumi Yamada and the Company.
2. Ms. Yamada is a candidate for Outside Director.
3. If the election of Ms. Yamada is approved, the Company intends to designate her as an Independent Officer inaccordance with the regulations of the Tokyo Stock Exchange.
4. If her election is approved, pursuant to the provisions of Article 427, Paragraph (1) of the Companies Act, the Company
intends to enter into an agreement with Ms. Yamada to limit her liability for damages as defined in Article 423,
Paragraph (1) of said Act to the minimum liability amount provided for by Article 425, Paragraph (1) of said Act.

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Proposal 4:

Election of One Substitute Director who is an Audit and Supervisory Committee Member

In preparation for a case in which the number of Directors who are Audit and Supervisory Committee Members
fails to satisfy the statutory number, the Company proposes the advance election of one substitute Director who is
an Audit and Supervisory Committee Member.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for the role of substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of Birth)

Career summary and significant concurrent positions outside theCompany
Dec. 2013

Number of theCompany’s shares
ownedRegistered as an attorney, joined Yodoyabashi &Yamagami LPC
Apr. 2019
Partner of Yodoyabashi & Yamagami LPC (current
Ryotaro Yamashita
0 sharesposition)
June 12, 1986
[Significant concurrent positions outside the Company]
Partner of Yodoyabashi & Yamagami LPC
Reason for nomination as candidate for substitute Outside Director and summary of expected roles:
The Company expects Mr. Yamashita to fulfill supervisory and check functions for the Company’s management from a third party’s
position. Based on his many years of experience and insight as a lawyer, the Company has judged Mr. Yamashita as capable ofappropriately fulfilling duties as an Outside Director who is an Audit and Supervisory Committee Member.
(Notes) 1. There is no special interest between Ryotaro Yamashita and the Company.
2. Mr. Yamashita is a candidate for substitute Outside Director.
The Company has an advisory agreement with Yodoyabashi & Yamagami LPC, a law firm where Mr. Yamashita holds a
concurrent position. However, the amount of transactions between said law firm and the Company is less than 1% of theCompany’s consolidated net sales, and there are no other special relationships with the Company.
3. If he is appointed to the position of Outside Director who is an Audit and Supervisory Committee Member, pursuant to
the provisions of Article 427, Paragraph (1) of the Companies Act, the Company intends to enter into an agreement with
Mr. Yamashita to limit his liability for damages as defined in Article 423, Paragraph (1) of said Act to the minimum
liability amount provided for by Article 425, Paragraph (1) of said Act.
4. The Company insures all Directors through a directors and officers liability insurance (D&O Insurance) policy, as
stipulated in Article 430-3, Paragraph (1) of the Companies Act. If this proposal is approved as proposed, and if thecandidate is appointed as an Outside Director who is an Audit and Supervisory Committee Member due to the number
of Directors who are Audit and Supervisory Committee Members failing to satisfy the statutory number, the candidate
will be insured under the D&O Insurance policy. The policy covers damages that may arise from the insured person’s
assumption of liability incurred in the course of the performance of duties as a Director or Officer, or from receipt ofclaims pertaining to the pursuit of such liability. However, there are certain exclusions to coverage; for example, thepolicy does not cover damages caused by acts committed by a person with knowledge that said acts are in violation oflaws and regulations. (The Company pays for all premiums (including the rider) and the insured person essentially pays
for no premiums. The policy has a deductible and does not cover damages up to the amount of the deductible.) The
Company plans to renew said insurance policy with similar terms during his term of office.

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(Reference)
Composition of the Board of Directors and Selection Policy/Procedures for Candidates for Directors(i) Composition of the Board of Directors
1. The number of Directors should be appropriate for substantive discussion.
2. We will strive to appoint Independent Outside Directors to at least one-third of positions in the Board of
Directors.
3. We believe that the Company’s Directors must possess a variety of management experience and diverse
expertise in all fields, including management and academic experience at other companies, as well as
knowledge of manufacturing, research and development, and industry at an appropriate level for Directorsof a manufacturing company. In order to balance these goals and to ensure the best possible composition of
Directors, the Company will utilize a skill matrix that lists and evaluates the knowledge, experience,
abilities, etc. of each Director from an objective perspective.
(ii) Policies and procedures for selection of Representative Directors and Executive Directors by the Boardof Directors and nomination of candidates for Directors(a) Candidates for the Company’s Directors shall be persons of outstanding character, insight, ability, andextensive experience, as well as high ethical standards. When nominating candidates, the Company willconsider gender, age, nationality, skills, and other diversity factors in the composition of the Board of
Directors. The Company will work to ensure that at least one of the candidates for the posts of Directors
who are Audit and Supervisory Committee Members is a someone who has acquired knowledge of financeand accounting through direct or indirect work experience related to finance and accounting.
Representative Directors will prepare the draft proposals for candidates for the position of Directors.
Directors who are Audit and Supervisory Committee Members may also propose candidates for Directors
who are Audit and Supervisory Committee Members.
(b) The election and dismissal of Representative Directors and the Executive Directors will be decided by the
Board of Directors based on reports from the Nomination and Remuneration Advisory Committee after
confirming that no opinions have been expressed by the Audit and Supervisory Committee.
(c) Candidates for Directors who are not Audit and Supervisory Committee Members will be determined by
the Board of Directors based on reports from the Nomination and Remuneration Advisory Committee andbased on opinions expressed by the Audit and Supervisory Committee.
(d) Candidates for Directors who are Audit and Supervisory Committee Members will be determined by the
Board of Directors based on reports from the Nomination and Remuneration Advisory Committee andbased on opinions expressed by the Audit and Supervisory Committee.

- 18 -

(iii) Reasons for selection of skill matrix items
Expertise item

Corporate management and business strategy

Finance and accounting

Sales and marketing

Development, manufacturing, and engineering

Global management

Governance, compliance, legal and IP

Reasons for selection
In order to achieve our growth strategy as dramaticchanges occur in the automotive industry, electronic
information industry, and other industries in which theCompany does business, the Company requires
Directors with diverse skills, knowledge, experienceand track records in management and businessstrategy.
The Company requires Directors with skills,
knowledge, and experience in the areas of finance andaccounting in order to ensure reliability through proper
financial accounting and financial reporting, as well as
to formulate management and financial strategies tosustainably increase corporate value.
As dramatic changes occur in the market environment
and the Company reforms its business portfolio, theCompany requires Directors with experience insatisfying existing customers and cultivating newcustomers. It is also essential to launch new businesses
that will become the next pillars of the Company’s
operations. The Company therefore requires Directors
with skills, knowledge, and experience in businessstrategy, sales, and marketing.
Under our corporate philosophy of “Technology
Taking Flight to Create Change,” the Company must
develop new technologies and evolve existing
technologies while always being receptive to the needsof society and customers. The Company requires
Directors with skills, knowledge, and experience indevelopment, manufacturing, and engineering, toaccelerate the growth of next-generation businesses,
such as businesses related to the growing adoption ofelectric vehicles, and telecommunication businesses.
The Company requires Directors with extensive
experience and knowledge of overseas business andmanagement in order to chart global growth strategies
and supervise management.
The Company requires Directors with skills,
knowledge, and experience in governance, compliance,
law, and IP in order to ensure compliance andappropriate risk-taking through the development ofinternal controls and proactive company-wide risk
management systems.

- 19 -

(iv) Skill matrix
If all the candidates listed in this Notice are elected as proposed, the Directors skill matrix will be as follows:
Attribute

Expertise
DevelopFinancement,
Global Governance,
andSales andmanufactur- manage- compliance,account- marketing
ing, andment
legal and IP
ing
engineering

Name

Inside/OutsideGenderAge

Corporate
management
and businessstrategy

Tadashi Nara

Inside

Male

63

●

Masatoshi Kanada

Inside

Male

63

●

●

●

Tadao Ohtani

Inside

Male

63

●

●

●

Kazutoshi Sugimura

Inside

Male

61

●

●

Yoshihiro Miyake

Outside

Male

56

●

Fumiko Kagiya

OutsideFemale41

Hiroko Ozawa

OutsideFemale62●

Toru Kakegawa

Outside

Male

63

●

●

Atsushi Tanaka

Outside

Male

63

●

●

Izumi Yamada

OutsideFemale

62

●

●

●

●

●
●

●
●

●

●

●

●

●
●

●

●
●
●

(Notes)1. Ages refer to age at the conclusion of the 107th Annual Shareholders’ Meeting to be held on June 27, 2024.
2. The table above shows areas in which each Director can demonstrate particular expertise based on factors suchas experience. It does not show all of the experience and skills possessed by each Director.

- 20 -