ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

-

Stock Code: 4626
May 24, 2024

To Our Shareholders:Eiji Sato
President and CEO

TAIYO HOLDINGS CO., LTD.

388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 78TH ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 78th Ordinary General Shareholders’ Meeting of TAIYO HOLDINGS
CO., LTD. (hereinafter, the “Company”), which will be held as described below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing (by postal
mail), via the Internet, or other means. Please review the attached Reference Documents for the General
Shareholders’ Meeting and exercise your voting rights no later than 5:00 p.m. on Friday, June 14, 2024 (Japan
Standard Time).

Meeting Details
1.

Date and Time:

Saturday, June 15, 2024 at 1:00 p.m. (Japan Standard Time)

2.

Venue:STATION CONFERENCE Ikebukuro Room 1, 12F, Metropolitan Plaza Building
1-11-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3.

Purpose:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 78th fiscal year (from April 1, 2023
to March 31, 2024), and results of the audit of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 78th fiscal year (from April 1, 2023 to March 31,
2024)
Items to be resolved:
Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendment of the Articles of Incorporation

Proposal 3: Election of Four Board Directors (Excluding Board Directors Who Are Audit &Supervisory Committee Members)
Proposal 4:
Members

Election of Three Board Directors Who Are Audit & Supervisory Committee

Proposal 5:
MemberElection of One Alternate Board Director Who Is an Audit & Supervisory Committee

Proposal 6: Establishment of the Amount of Aggregate Base Salary for Board Directors(Excluding Board Directors Who Are Audit & Supervisory Committee Members)
Proposal 7:

Establishment of Performance Cash Bonus, Performance Cash Bonus Deferral in
Restricted Stock, and Restricted Stock Compensation for Board Directors (Limited to
Executive Board Directors)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 8: Establishment of the Amount of Aggregate Base Salary for Board Directors Who Are
Audit & Supervisory Committee Members
4.

Items related to the exercise of voting rights
Institutional investors who have requested to use the Electronic Voting System Platform run by Investor
Communications Japan (ICJ), which was established by Tokyo Stock Exchange, Inc. in partnership with
Broadridge Financial Solutions, Inc. as electronic exercise of voting rights in advance, may do so.

You are kindly requested to submit the enclosed voting form at the reception desk if you attend the meeting inperson. If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and thedetails of the items before and after the revisions will be posted on the Company’s website and the Tokyo Stock
Exchange (TSE) website.
In accordance with amendment of the Companies Act, in principle you are to check items subject to measuresfor electronic provision by accessing either of the websites mentioned above, and we deliver paper-based
documents stating the items only to shareholders who request the delivery of paper-based documents by therecord date. However, for this General Shareholders’ Meeting, we have delivered paper-based documents stating
the items subject to measures for electronic provision to all shareholders, regardless of whether or not they haverequested them.
Among the items to be provided electronically, the Company has chosen not to include some items in thepaper-based documents to be sent to shareholders pursuant to related laws and regulations and Article 15,
paragraph (2) of the Articles of Incorporation of the Company. The Business Report, Consolidated Financial
Statements and Non-Consolidated Financial Statements audited by the Audit & Supervisory Board and the
Accounting Auditor include what is stated in the paper-based documents to be sent as well as some items that are
posted on the websites mentioned above.
In convening this General Shareholders’ Meeting, the Company has also posted information that constitutes thecontents of the Reference Documents for the General Shareholders’ Meeting (items for which measures forproviding information in electronic format are to be taken) on each of the following websites.
*Website pages and documents are in Japanese version only.
*The Company’s website:
https://www.taiyo-hd.co.jp/jp/ (in Japanese)*TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)
Access the TSE website and enter the name of the Company, “Taiyo Holdings,” for “Issue name (company
name)” or the Company’s stock code “4626” in “Code” to search for the Company. Click on the company
name, then on “Basic Information,” then “Documents for public disclosure/PR information” and view
information under “Notice of General Shareholders Meeting/Information Materials for a General Shareholders
Meeting.”

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company regards profit distribution to shareholders in cash as one of the most important policies andwill effectuate a continuous, stable profit distribution at high levels. In addition, we use the dividend-onequity ratio as our target index and aim to “keep the dividend on equity ratio at a minimum of 5% based on
the consolidated financial results” for the mid-to-long term plan, Beyond Imagination 2030.
Based on this policy, the Company intends to declare year-end dividends for the fiscal year under review asfollows:(1) Dividend typeCash(2) Details of dividend allocation and total amount
Dividend of 42.00 yen per common share
Total dividends: 2,351,485,962 yen(3) Effective distribution date for dividends of surplus
June 17, 2024
The annual dividend for the fiscal year under review will be 80.00 yen per share, including the interim
dividend of 38.00 yen previously paid.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 2:

Partial Amendment of the Articles of Incorporation

1.

Reason for Proposal
The Company proposes to adopt a company with an Audit & Supervisory Committee system in order toenhance the discussion at the Board of Directors regarding important group management matters, suchas basic management policies and strategies for the Group as a whole. This will speed up decisionmaking and business execution by delegating decision-making authority from the Board of Directors to
the Executive Board Directors, except for particularly important matters, and will enhance corporate
governance by strengthening the supervisory function of the Board of Directors, with the aim of further
increasing corporate value.
Along with this transition, the Company will make the necessary changes, including the establishmentof new provisions regarding Audit & Supervisory Committee Members and the Audit & Supervisory
Committee, the deletion of provisions regarding Audit & Supervisory Board Members and the Audit &Supervisory Board, and the establishment of new provisions regarding the delegation of importantbusiness execution decisions.
These amendments to the Articles of Incorporation will become effective at the conclusion of thisOrdinary General Shareholders’ Meeting.
2. Description of Amendments
A description of the amendments is provided below.
(Amended parts are underlined)
Current Articles of Incorporation

Proposed amendments

Chapter 1 General Provisions

Chapter 1 General Provisions

Corporate Name
Article 1(Article text omitted)

Corporate Name
Article 1(Same as current)

Purpose
Article 2

Purpose
Article 2

The purpose of the Company is to control andmanage the business activities of companies that
operate the following businesses or companies
that operate businesses that are peripheral to or inany way related to those businesses by owningshares of or equity in those companies and for
itself to conduct the following businesses orbusinesses that are peripheral to or in any way
related to those businesses.
(1) to (5) (Article text omitted)(6)Operation of information provision services andconsulting services(7) to (9) (Article text omitted)(Same as current)(1) to (5) (Same as current)(6)
Operation of information provision services andconsulting services(7) to (9) (Same as current)(Location of Head Office)
Article 3(Article text omitted)(Location of Head Office)
Article 3(Same as current)(Organs)
Article 4
(1)
(2)
(3)

(Organs)
Article 4(1)(4)

The Company shall have the following organs.
(Article text omitted)
Audit & Supervisory Board Members
Audit & Supervisory Board(Addition)
Accounting Auditor

Article 5 to 10

(2)
(3)

(Article text omitted)

The Company shall have the following organs.
(Same as current)(Deleted)(Deleted)
Audit & Supervisory Committee
Accounting Auditor

Article 5 to 10(Shareholder Register Administrator)
Article 11 The Company shall have a shareholder register
administrator.

(Same as current)(Shareholder Register Administrator)
Article 11 (Same as current)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

2

The shareholder register administrator and thelocation of business thereof shall be designated byresolution of the Board of Directors and public
notice thereof shall be given.

2

3(Article text omitted)

3

The shareholder register administrator and thelocation of business thereof shall be designated byresolution of the Board of Directors or by the
Board Directors delegated by a resolution of theBoard of Directors and public notice thereof shallbe given.
(Same as current)(Share Handling Regulations)
Article 12 The handling of the Company’s shares and stockacquisition rights, the procedures, etc. and fees forthe exercise of shareholders’ rights shall begoverned by the Share Handling Regulations
established by the Board of Directors, in addition
to laws and regulations or these Articles ofIncorporation.

(Share Handling Regulations)
Article 12 The handling of the Company’s shares and stockacquisition rights, the procedures, etc. and fees forthe exercise of shareholders’ rights shall begoverned by the Share Handling Regulations
established by the Board of Directors or the Board
Directors delegated by a resolution of the Board of
Directors, in addition to laws and regulations orthese Articles of Incorporation.

Chapter 3 General Shareholders’ Meeting

Chapter 3 General Shareholders’ Meeting(Convocation)
Article 13 An Ordinary General Shareholders’ Meeting of
the Company shall be convened within three (3)months from the day following the final day ofeach fiscal year. Extraordinary shareholders’meetings shall be convened when necessary.
2(Article text omitted)

Article 13

2

Article 14 to 15-2 (Article text omitted)(Convocation)
An Ordinary General Shareholders’ Meeting of
the Company shall be convened within three (3)months from the day following the final day ofeach fiscal year. Extraordinary shareholders’meetings shall be convened when necessary.
(Same as current)
Article 14 to 15-2 (Same as current)(Proxy Voting)
Article 16 Shareholders may exercise their voting rights at a
general meeting of shareholders by appointing as aproxy one other shareholder of the Company withvoting rights for such meeting.
2(Article text omitted)(Proxy Voting)
Article 16 Shareholders may exercise their voting rights at a
general meeting of shareholders by appointing as aproxy one other shareholder of the Company withvoting rights for such meeting.
2(Same as current)

Article 17 and 18

Article 17 and 18(Article text omitted)(Same as current)

Chapter 4 Board Directors and Board of Directors

Chapter 4 Board Directors and Board of Directors(Number of Members)
Article 19 The Company shall have not more than ten Board
Directors.

(Number of Members)
Article 19 The Company shall have not more than ten Board
Directors (excluding Board Directors who are
Audit & Supervisory Committee Members).
2
The Company shall have not more than four
Board Directors who are Audit & Supervisory
Committee Members.

(Addition)(Method of Election)
Article 20 Board Directors shall be elected by a resolution of
the General Shareholders’ Meeting.

2 and 3

(Method of Election)
Article 20 Board Directors shall be elected by a resolution of
the General Shareholders’ Meeting, distinguishing
between Board Directors (excluding Board
Directors who are Audit & Supervisory
Committee Members) and Board Directors who
are Audit & Supervisory Committee Members.
2 and 3(Same as current)
4
The effective term of the resolution for theelection of an alternate Board Director who is an
Audit & Supervisory Committee Member, electedpursuant to Article 329, paragraph (3) of theCompanies Act, shall expire at the beginning of
the general shareholders’ meeting relating to thelast fiscal year ending, within two years after theirelection.

(Article text omitted)(Addition)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(Term of Office)
Article 21 The term of office of a Board Director shall expire
at the conclusion of the ordinary generalshareholders’ meeting for the last business year
out of the business years terminating within two
years after the election of the Board Director.

(Term of Office)
Article 21 The term of office of a Board Director (excluding
a Board Director who is an Audit & Supervisory
Committee Member) shall expire at the conclusionof the ordinary general shareholders’ meeting forthe last business year out of the business years
terminating within one year after the election of
the Board Director (excluding a Board Director
who is an Audit & Supervisory Committee
Member).
2
The term of office of a Board Director who is an
Audit & Supervisory Committee Member shall
expire at the close of the ordinary generalshareholders’ meeting for the last business year,
terminating within two years after the election of
the Board Director.
3
The term of office of a Board Director who is
elected to increase the number of Board Directors
or as the alternate for a Board Director (excluding
a Board Director who is an Audit & Supervisory
Committee Member) who retired from office
before the expiration of the term of office shall
expire when the terms of office of the otherincumbent Board Directors (excluding Board
Directors who are Audit & Supervisory
Committee Member) expire.
4
The term of office of a Board Director who is an
Audit & Supervisory Committee Member elected
as the alternate for a Board Director who is an
Audit & Supervisory Committee Member who
retired from office before the expiration of theterm of office shall expire when the term of officeof the retired Board Director who is an Audit &Supervisory Committee Member expires.

(Addition)

2

The term of office of a Board Director who is
elected to increase the number of Board Directors
or as the alternate for a Board Director who retired
from office before the expiration of the term ofoffice shall expire when the terms of office of theincumbent Board Directors expire.

(Addition)(Representative Director)
Article 22 The Representative Director shall be elected by aresolution of the Board of Directors.

2(Representative Director)
Article 22 The Representative Director shall be elected by aresolution of the Board of Directors from among
the Board Directors (excluding Board Directors
who are Audit & Supervisory Committee
Members).
2(Same as current)(Article text omitted)(Board Directors With Special Titles)
Article 23 The Board of Directors may appoint, by its
resolution, one Director and President, and asnecessary, one Director and Chairman, one or asmall number of Director and Vice Presidents, one
or a small number of Senior Managing Board
Directors, and one or a small number of Managing
Board Directors.

(Board Directors With Special Titles)
Article 23 The Board of Directors may appoint, by its
resolution, one, and as necessary, one Director andChairman, one or a small number of Director andVice Presidents, one or a small number of Senior
Managing Board Directors, and one or a small
number of Managing Board Directors from among
Board Directors (excluding Board Directors who
are Audit & Supervisory Committee Members).

(Duties of Board Directors With Special Titles)
Article 24 (Article text omitted)
2
In the event that the Director and President isunable to do so, one of the other Board Directors
shall act in his place according to the orderprescribed by the Board of Directors in advance.

(Duties of Board Directors With Special Titles)
Article 24 (Same as current)
2
In the event that the Director and President isunable to do so, one of the other Board Directors(excluding a Board Director who is an Audit &Supervisory Committee Member) shall act in hisplace according to the order prescribed by the
Board of Directors in advance.

(Convener and Chair of Board of Directors)
Article 25 (Article text omitted)(Convener and Chair of Board of Directors)
Article 25 (Same as current)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(Convocation Notice of Board of Directors Meetings)
Article 26 The convocation notice of a Board of Directors
meeting shall be dispatched to each Board
Director and each Audit & Supervisory Board
Member at least three days prior to the scheduled
date of such meeting; provided, however, that thisperiod may be reduced in case of urgency for a
notice.
(Addition)(Convocation Notice of Board of Directors Meetings)
Article 26 The convocation notice of a Board of Directors
meeting shall be dispatched to each Board
Director at least three days prior to the scheduled
date of such meeting; provided, however, that thisperiod may be reduced in case of urgency for a
notice.

(Addition)

Delegation of Decisions on the Execution of Important
Business
Article 27 Pursuant to Article 399-13, paragraph (6) of theCompanies Act, the Company may, by resolutionof the Board of Directors, delegate all or part ofthe decisions on the execution of importantbusiness (excluding the matters stated in each itemof paragraph (5) of the same Article) to the Board
Directors.

2

With the consent of all Board Directors, a Boardof Directors meeting may be held without
following the convening procedures.

(Method of Resolutions of the Board of Directors)
Article 27 (Article text omitted)(Method of Resolutions of the Board of Directors)
Article 28 (Same as current)(Omission of Resolutions of the Board of Directors)
Article 28 The Company shall deem a resolution to be passed
if all Board Directors agree in writing or byelectromagnetic record to the item to be resolved
at a Board of Directors meeting. However, thisshall not apply if an Audit & Supervisory Board
Member has stated his or her objection.

(Omission of Resolutions of the Board of Directors)
Article 29 The Company shall deem a resolution to be passed
if all Board Directors (limited to those who areentitled to participate in the voting on suchmatters) agree in writing or by electromagnetic
record to the item to be resolved at a Board of
Directors meeting.

(Minutes of the Board of Directors)
Article 29 Minutes of the proceedings of the Board of
Directors shall be prepared in accordance withlaws and regulations, and the Board Directors andAudit & Supervisory Board Members present at
the meeting shall write their names and affix theirseals thereto or electronically sign the minutes.
2(Article text omitted)(Minutes of the Board of Directors)
Article 30 Minutes of the proceedings of the Board of
Directors shall be prepared in accordance withlaws and regulations, and the Board Directors
present at the meeting shall write their names andaffix their seals thereto or electronically sign theminutes.
2(Same as current)(Remuneration, Etc. of Board Directors)
Article 30 Remuneration, bonuses, and other economic
benefits given by the Company in consideration
for the execution of duties (hereinafter the“Remuneration, Etc.”) to Board Directors shall be
determined by resolution of the General
Shareholders’ Meeting.

(Remuneration, Etc. of Board Directors)
Article 31 Remuneration, bonuses, and other economic
benefits given by the Company in consideration
for the execution of duties to Board Directors shallbe determined by resolution of the General
Shareholders’ Meeting, distinguishing between
Board Directors (excluding Board Directors who
are Audit & Supervisory Committee Members)
and Board Directors who are Audit & Supervisory
Committee Members.

(Agreement on Limitation of Liability of Board Directors)
Article 31 (Article text omitted)(Agreement on Limitation of Liability of Board Directors)
Article 32 (Same as current)(Special Advisors and Advisors)
Article 32 The Company may appoint Special Advisors andAdvisors by resolution of the Board of Directors.

(Deleted)(Regulations of the Board of Directors)
Article 33 (Article text omitted)(Regulations of the Board of Directors)
Article 33 (Same as current)

Chapter 5 Audit & Supervisory Board Members and Audit &Supervisory Board

Chapter 5 Audit & Supervisory Committee

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(Number of Members)
Article 34 The Company shall have not more than four Audit& Supervisory Board Members.

(Deleted)(Method of Election)
Article 35 Audit & Supervisory Board Members shall beelected by a resolution of the General
Shareholders’ Meeting.
2
Resolutions on the election of Audit &Supervisory Board Members shall be adopted by amajority of the votes of the shareholders present at
the meeting where the shareholders holding atleast one-third of the voting rights of theshareholders entitled to exercise their voting rights
at such meeting are present.

(Deleted)(Term of Office)
Article 36 The term of office of an Audit & Supervisory
Board Member shall expire at the close of theordinary general shareholders’ meeting for the lastbusiness year out of the business years terminating
within four years after the election of the Audit &Supervisory Board Member.
2
The term of office of an Audit & Supervisory
Board Member who is elected as the alternate for
an Audit & Supervisory Board Member who
retired from office before the expiration of theterm of office shall expire when the term of officeof the retired Audit & Supervisory Board Member
expire.

(Deleted)(Full-time Audit & Supervisory Board Members)
Article 37 The Audit & Supervisory Board shall appoint fulltime Audit & Supervisory Board Member(s) by its
resolution.

(Deleted)(Addition)(Full-time Audit & Supervisory Committee Members)
Article 34 The Audit & Supervisory Committee shall appointfull-time Audit & Supervisory Committee
Member(s) by its resolution.

(Convocation Notice of Audit & Supervisory Board Meetings)
Article 38 The convocation notice of an Audit & Supervisory
Board meeting shall be dispatched to each Audit& Supervisory Board Member at least three days
prior to the scheduled date of such meeting;provided, however, that this period may be
reduced in case of urgency for a notice.

(Deleted)(Addition)(Convocation Notice of Audit & Supervisory Committee
Meetings)
Article 35 The convocation notice of an Audit & Supervisory
Committee meeting shall be dispatched to each
Audit & Supervisory Committee Member at least
three days prior to the scheduled date of suchmeeting; provided, however, that this period may
be reduced in case of urgency for a notice.
2
With the consent of all Audit & Supervisory
Committee Members, an Audit & Supervisory
Committee meeting may be held without
following the convening procedures.

(Deleted)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(Method of Resolutions of the Audit & Supervisory Board)
Article 39 Unless otherwise provided for by laws andregulations, resolutions of the Audit &Supervisory Board must be adopted by a majorityof Audit & Supervisory Board Members.

(Deleted)(Addition)(Method of Resolutions of the Audit & Supervisory
Committee)
Article 36 Unless otherwise provided for by laws andregulations, resolutions of the Audit &Supervisory Committee must be adopted by amajority of Audit & Supervisory Committee
Members.

(Minutes of the Audit & Supervisory Board Meetings)
Article 40 Minutes of the proceedings of the Audit &Supervisory Board meeting shall be prepared, and
the Audit & Supervisory Board Members present
at the meeting shall write their names and affix
their seals thereto or electronically sign theminutes.
2
The minutes of the meetings of the Audit &Supervisory Board shall be kept at the head officefor ten years from the date of the meeting of the
Audit & Supervisory Board.

(Deleted)(Addition)(Minutes of the Audit & Supervisory Committee Meetings)
Article 37 Minutes of the proceedings of the Audit &Supervisory Committee meeting shall be preparedin accordance with laws and regulations, and the
Audit & Supervisory Committee Members present
at the meeting shall write their names and affix
their seals thereto or electronically sign theminutes.
2
The minutes of the meetings of the Audit &Supervisory Committee shall be kept at the head
office for ten years from the date of the meeting of
the Audit & Supervisory Committee.

(Remuneration, Etc. of Audit & Supervisory Board Members)
Article 41 The Remuneration, Etc. to Audit & Supervisory
Board Members shall be determined by resolutionof the General Shareholders’ Meeting.

(Deleted)(Limited Liability Agreement with Audit & Supervisory Board
Members)
Article 42 Pursuant to the provisions of Article 427,
paragraph (1) of the Companies Act, the Company
may enter into an agreement with an Audit &Supervisory Board Member, limiting liability fordamages provided in Article 423, paragraph (1) of
said Act; provided, however, that the maximum
amount of liability for damages under suchagreement shall be the amount stipulated by laws
and regulations.

(Deleted)(Regulations of the Audit & Supervisory Board)
Article 43 Items concerning the Audit & Supervisory Board
shall be in accordance with the Regulations of the
Audit & Supervisory Board established by the Audit& Supervisory Board, in addition to laws andregulations and these Articles of Incorporation.

(Deleted)

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(Addition)(Regulations of the Audit & Supervisory Committee)
Article 38 Items concerning the Audit & Supervisory
Committee shall be in accordance with theRegulations of the Audit & Supervisory
Committee established by the Audit &Supervisory Committee, in addition to laws andregulations and these Articles of Incorporation.

Chapter 6 Accounting Auditor

Chapter 6 Accounting Auditor(Election and Term of Office)
Article 44 (Article text omitted)(Election and Term of Office)
Article 39 (Same as current)(Remuneration, Etc.)
Article 45 Remuneration, etc. of the Accounting Auditor
shall be determined by the Representative Director
with the consent of the Audit & Supervisory
Board.

(Remuneration, Etc.)
Article 40 Remuneration, etc. of the Accounting Auditor
shall be determined by the Representative Director
with the consent of the Audit & Supervisory
Committee.

Chapter 7 Accounts

Chapter 7 Accounts(Business Year)
Article 46 (Article text omitted)(Business Year)
Article 41 (Same as current)(Year-end Dividends)
Article 47 The Company shall, by resolution of the General
Shareholders’ Meeting, pay cash dividends ofsurplus (below, “year-end dividends”) to theshareholders or registered share pledge recipients
appearing or recorded in the final register ofshareholders as of March 31 of each year.

(Deleted)(Interim Dividends)
Article 48 The Company shall, by resolution of the Board of
Directors, pay dividends of surplus provided for in
Article 454, paragraph (5) of the Companies Act(below, “interim dividends”) to the shareholders or
registered share pledge recipients appearing or
recorded in the final register of shareholders as of
September 30 of each year.

(Deleted)(Addition)(Organizational Body to Determine Dividends of Surplus, Etc.)
Article 42 Unless otherwise provided for by laws andregulations, the Company shall, by resolution of
the Board of Directors instead of a resolution of
the General Shareholders’ Meeting, determine
dividends of surplus and other items set forth in
the items of Article 459, paragraph (1) of theCompanies Act.

(Addition)(Record Dates for Dividends of Surplus)
Article 43 The record date for year-end dividends of theCompany shall be March 31 of each year.
2
The record date for interim dividends of theCompany shall be September 30 of each year.
3
In addition to the provisions of the preceding two
paragraphs, the Company may pay dividends ofsurplus by setting a record date.

(Prescription for Payment of Year-end Dividends)
Article 49 In cases where the year-end dividends or interim
dividends have not been received after the lapse of
three full years from the date of commencement of
payment thereof, the Company shall be exempt
from the obligation to pay such dividends.

(Prescription for Payment of Dividends)
Article 44 In cases where the dividend property is monetary
and the dividends have not been received after thelapse of three full years from the date ofcommencement of payment thereof, the Company
shall be exempt from the obligation to pay such
dividends.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

2

No interest shall accrue on unpaid year-end
dividends or interim dividends.

2

No interest shall accrue on unpaid dividends.

(Addition)

Section 8 Supplementary Provisions(Addition)(Transitional Measures Concerning Exemption from Liabilityof Audit & Supervisory Board Members)
Article 45 With respect to the agreement to limit liability fordamages as set forth in Article 423, paragraph (1)of the Companies Act concluded between the
Company with Audit & Supervisory Board
Members (including former Audit & Supervisory
Board Members) pursuant to Article 427,
paragraph (1) of the same act prior to the effective
date of the partial amendment to the Articles ofIncorporation resolved at the 78th Ordinary
General Shareholders’ Meeting, the provisions
then in force shall remain applicable.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 3:

Election of Four Board Directors (Excluding Board Directors Who Are Audit &Supervisory Committee Members)

The terms of all nine Board Directors will expire at the close of this Ordinary General Shareholders’ Meeting. If
Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system. Therefore, theCompany proposes the election of four Board Directors (excluding Board Directors who are Audit &Supervisory Committee Members). Each of the candidates has agreed to their appointment.
Each of the candidates are as follows.
No.

Name

Current positions and concurrent positions held

1

Eiji Sato

PresidentGroup Chief Executive Officer
CEO of Medical & Pharmaceutical Company

Reappointment

2

Hitoshi Saito

Vice President
CEO of Electronics Company

Reappointment

3

Kiyofumi Takano

4

Keiko Tsuchiya

New
Outside Board Director

12

Reappointment
OutsideIndependentENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

1

Name (Date of birth)

Brief resume, positions and important concurrent positions held
Apr. 1992

Joined Tohmatsu & Co. (Currently Deloitte
Touche Tohmatsu LLC)

Oct. 1999

President of es Networks Co., Ltd.

June 2008

Board Director of the Company

Apr. 2010

Vice President and Representative Director of
the Company

July 2010

Director of TAIYO INK INTERNATIONAL(SINGAPORE) PTE LTD

Mar. 2011

Director of es Holdings Co., Ltd. (Currently es
Networks Co., Ltd.)

Apr. 2011

President, Chief Executive Officer, Group Chief
Executive Officer of the Company

Apr. 2012

Director of TAIYO INK (SUZHOU) CO., LTD.

Dec. 2012
Reappointment

Director of ONSTATIC TECHNOLOGY CO.,LTD.

Apr. 2014

Eiji Sato(May 3, 1969)

President and Representative Director of
TAIYO INK MFG. CO., LTD.

Dec. 2014

President and Representative Director of
TAIYO GREEN ENERGY CO., LTD.

June 2016

Officer (Risk Management) of the Company(Present post)

Aug. 2017

Chairman of the Board and Representative
Director of TAIYO PHARMA CO., LTD.
(Present post)

June 2018

Director of TAIYO INK MFG. CO., LTD.

Apr. 2019

Director of TAIYO PHARMA TECH CO.,LTD.

Oct. 2019

President and Representative Director of
TAIYO PHARMA TECH CO., LTD. (Present
post)

May 2022

President, Group Chief Executive officer, CEOof Medical and Pharmaceutical Company of theCompany (Present post)

Apr. 2023

Director of funlead corp. (Present post)

Number of theCompany’s shares
ownedCommon shares
507,876 shares[Reason for nomination as a candidate for Board Director]
Since his appointment as Board Director in 2008, Eiji Sato has served as Vice President of the Company, wasappointed President, Chief Executive Officer in 2011, and has overseen the management of the Company’s Group,
including decision-making and supervision of business execution. He was selected as a candidate for Board
Director because the Company expects that he will be able to continue to play an important role in the Group’s
decision-making and supervision of business execution.

13

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)

Reappointment
2

Hitoshi Saito(April 21, 1965)

Brief resume, positions and important concurrent positions held
Nov. 1995

Marketing Manager of Win System Inc. (WinSystem Europe)

Sep. 1996

Joined the Company

June 2001

Managing Director of TAIYO INKINTERNATIONAL (SINGAPORE) PTE LTD

July 2001

General Manager/Director of TAIYO INK(THAILAND) CO., LTD.

July 2010

Director of International Business Departmentof the Company

June 2012

Director of TAIYO INK MFG. CO., LTD.
(Present post)

Apr. 2015

President and CEO of TAIYO INKPRODUCTS CO., LTD.

May 2016

President and CEO of TAIYO INK MFG. CO.,
(KOREA) LTD.

June 2016

Board Director of the Company

July 2016

Board Director and Senior Executive Officer of
the Company

Apr. 2019

Director of TAIYO AMERICA, INC. (Present
post)

Oct. 2019

Director of TAIYO INK INTERNATIONAL(SINGAPORE) PTE LTD (Present post)

Feb. 2020

Director of TAIYO TRADING (THAILAND)
CO., LTD. (Present post)

Apr. 2020

Chairman and CEO of TAIYO INK MFG. CO.,
(KOREA) LTD.

Apr. 2020

Chairman and CEO of TAIYO INKPRODUCTS CO., LTD.

May 2020

Chairman of the Board of TAIWAN TAIYOINK CO., LTD. (Present post)

May 2020

Director of ONSTATIC New Material (JiangXi)Co., Ltd. (Present post)

June 2020

Director of ONSTATIC INK (SHENZHEN)
CO., LTD.

June 2020

Director of TAIYO CIRCUIT AUTOMATION,
INC. (Present post)

June 2020

Chairman of TAIYO INK VIETNAM CO.,LTD (Present post)

Oct. 2021

Chairman of the Board of ONSTATICTECHNOLOGY CO., LTD. (Present post)

Dec. 2021

Chairman of the Board of TAIYO INK(SUZHOU) CO., LTD. (Present post)

Dec. 2021

Chairman of the Board of ONSTATIC INK(SHENZHEN) CO., LTD. (Present post)

Jan. 2022

Director of Taiyang Feng Semiconductor
Materials (SHENZHEN) CO., LTD. (Present
post)

Jan. 2022

Chairman of the Board of TAIYO INKTRADING (SHENZHEN) CO., LTD.

Jan. 2022

Director of TAIYO INK MFG. CO., (KOREA)
LTD. (Present post)

Jan. 2022

Director of TAIYO INK PRODUCTS CO.,LTD. (Present post)

May 2022

CEO of Electronics Company of the Company(Present post)

14

Number of theCompany’s shares
ownedCommon shares
112,053 shares

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)

Brief resume, positions and important concurrent positions held
June 2022

Vice President, CEO of Electronics Company of
the Company (Present post)

Oct. 2023

Director of TAIYO INK TRADING(SHENZHEN) CO., LTD. (Present post)

Number of theCompany’s shares
owned[Reason for nomination as a candidate for Board Director]
Hitoshi Saito possesses a wealth of marketing knowledge and management experience outside of Japan and has led
the Group’s subsidiaries as a person in charge. He was selected as a candidate for Board Director because theCompany expects that he will be able to continue to use his experience and expertise in the Company’s decisionmaking.

15

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)New

3

Kiyofumi Takano(November 4, 1965)

Brief resume, positions and important concurrent positions held
Apr. 1991

Joined Dainippon Ink and Chemicals,
Incorporated (Currently DIC Corporation)

Oct. 2012

General Manager of Core Value ResearchCenter, R&D Management Unit, DIC
Corporation

Jan. 2015

General Manager of Corporate Marketing
Department, DIC Corporation

Jan. 2016

General Manager of New Business Planning
Department, DIC Corporation

Jan. 2019

Executive Officer and General Manager of New
Business Development Headquarters, DIC
Corporation

Jan. 2021

Managing Executive Officer and General
Manager of New Business Development
Headquarters, DIC Corporation (Present post)

Number of theCompany’s shares
ownedCommon shares– shares[Reason for nomination as a candidate for Board Director]
Kiyofumi Takano has many years of extensive experience and knowledge in technology, research and development,
and marketing, as well as a track record of involvement in new business creation. He was selected as a new
candidate for Board Director as the Company expects that his experience and track record will contribute to theenhancement of the corporate value of the Group.

16

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)

Reappointment

Brief resume, positions and important concurrent positions held
Apr. 1981

Joined DENTSU INC.

Apr. 1989

Joined Ferag Japan Co., Ltd.

Apr. 1991

Joined Australian Trade Commission, Tokyo

Jan. 1994

HR Planning & Organizational EffectivenessDirector of Becton Dickinson Co., Ltd.

July 2004

Chief Researcher & Producer of Human Value
Inc.

Oct. 2005

Executive Officer and General Manager,
Human Resources for Pacific Region of GE
Toshiba Silicones Co., Ltd. (Currently
Momentive Performance Materials Japan LLC)

Jan. 2009

Senior HR Manager of Cisco Systems LLC

Feb. 2011

Vice President, Human Resources of Johnson &Johnson Medical Company

Aug. 2015

CHRO of Adecco Ltd., Japan

Jan. 2016

General Manager of People Value of AdeccoLtd., Japan

June 2017

Outside Board Director of the Company(Present post)

June 2019

Director of Teachers Initiative (Present post)

June 2021

Outside Director of Nippon Light Metal
Holdings Company, Ltd. (Present post)

OutsideIndependent
4

Keiko Tsuchiya(May 13, 1960)

Number of theCompany’s shares
ownedCommon shares
800 shares[Reason for nomination as a candidate for Outside Board Director and overview of expected roles]
Keiko Tsuchiya possesses a wealth of experience and expertise in the field of human resources, including
management experience as a Director in the comprehensive human resources service industry, and management
experience in companies in the healthcare, materials, and other manufacturing fields. She was selected as a
candidate for Outside Board Director because the Company expects that she will be able to continue to use her
experience and expertise in our Human Resources division and to strengthen the Company’s human resources.
Notes:
1.
There is no special interest between the Company and the candidates.
2.
Keiko Tsuchiya is a candidate for Outside Board Director.
3.
Keiko Tsuchiya currently serves as Outside Board Director of the Company. Her term as Outside Board Director will beseven years as of the close of this Ordinary General Shareholders’ Meeting.
4.
The Company has designated Keiko Tsuchiya as an Independent Officer as provided for by the Tokyo Stock Exchange, Inc. If
the appointment of Keiko Tsuchiya is approved, the Company intends to continue to designate her as an Independent Officer.
5.
At present, the Company has concluded an agreement with Keiko Tsuchiya limiting liability for damages as set forth in
Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of the same Act. If the appointmentof Kiyofumi Takano and Keiko Tsuchiya is approved, the Company intends to conclude the same agreement with Kiyofumi
Takano and Keiko Tsuchiya limiting liability for damages as set forth in Article 423, paragraph (1) of the Companies Act,
pursuant to Article 427, paragraph (1) of the same Act.
A general outline of the provisions of these agreements is as follows:
In the event that a Board Director is liable for damages to the Company due to the neglect of duties, the Board Director
will bear the liability, limited to the minimum amount stipulated in laws and regulations.
The liability limitation mentioned above shall be available only if the Board Director to whom the liability is
attributable has executed duties in good faith and without gross negligence.
6.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act, and the Company will cover damages incurred by the insured under thepolicy. If a candidate is appointed as a Board Director, the individual will be included as an insured party under the policy.
For a summary of the details of the directors’ and officers’ liability insurance policy, please refer to “2. Current Status of theCompany (3) Status of Corporate Officers 1) Status of Board Directors and Audit & Supervisory Board Members (as ofMarch 31, 2024) Note 8. Summary, etc., of Details of Board Directors and Officers Liability Insurance Policy” on p. 52 of theBusiness Report of the Japanese original.
7.
There is no plan to conclude an indemnity agreement between individual candidates and the Company regarding the expenses
stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same
paragraph.

17

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 4:

Election of Three Board Directors Who Are Audit & Supervisory Committee Members

If Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system at the close of thisOrdinary General Shareholders’ Meeting. Therefore, the Company proposes the election of three Board Directors
who are Audit & Supervisory Committee Members. Each of the candidates has given consent to their
appointment, and the Company has received the consent of the Audit & Supervisory Board for the proposal.
Each of the candidates are as follows:
No.
1

2

3

Name

Positions and concurrent positions held

Kaori Terunuma

Audit & Supervisory Board Member of the Company

New

Hidenori Sugiura

Outside Audit & Supervisory Board Member of theCompany
Auditor of ANZU no MORI Foundation
Outside Audit & Supervisory Board Member of Orion
Breweries, Ltd.

New
OutsideIndependent

Ikumi Sato

Attorney
Outside Audit & Supervisory Board Member of theCompany
Partner of Nozomi Sogo Attorneys at Law
Outside Director of DAI-DAN CO., LTD.

New
OutsideIndependent

18

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)New

1

Kaori Terunuma(December 29, 1982)

Brief resume, positions and important concurrent positions held
Apr. 2005

Joined Mitsui & Co., Ltd.

Aug. 2013

Joined CROSS FIELDS

Mar. 2016

Joined coconala Inc.

June 2019

Joined the Company

Jan. 2020

Director of the Accounting Department of theCompany

July 2020

Auditor of TAIYO INK (SUZHOU) CO., LTD.

Oct. 2020

Auditor of TAIYO INK PRODUCTS CO.,LTD.

June 2022

Outside Audit & Supervisory Board Member of
the Company (Present post)

June 2022

Audit & Supervisory Board Member of TAIYOINK MFG. CO., LTD. (Present post)

Number of theCompany’s shares
ownedCommon shares
1,000 shares[Reason for nomination as a candidate for Board Director who is an Audit & Supervisory Committee Member]
Kaori Terunuma possesses extensive expertise and work experience concerning finance and accounting, andpossesses experience from 2022 as an Audit & Supervisory Board Member at the Company and its subsidiary. She
was selected as a candidate for Board Director who is an Audit & Supervisory Committee Member as the Company
expects that she will be able to properly execute the duties thereof.

19

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)New

Brief resume, positions and important concurrent positions held
Apr. 1984

Joined The Long-Term Credit Bank of Japan,
LimitedJuly 1998

Joined UBS Trust & Banking (Japan) Ltd.

July 2000

Joined IBJ Securities Co., Ltd. (Currently
Mizuho Securities Co., Ltd.)

Oct. 2003

General Manager of Investment Bank 4th
Department, Investment Bank Group, Mizuho
Securities Co., Ltd.

Apr. 2004

General Manager of Corporate Finance Division
No. 1, Capital Markets Group, Mizuho
Securities Co., Ltd.

Apr. 2005

Senior Fellow of Strategic Research Dept.,
Management Planning Group, Mizuho
Securities Co., Ltd.

Apr. 2006

Distinguished Associate Professor of Graduate
School of Management, Kyoto University

Oct. 2007

Part-time Lecturer of Graduate School ofCommerce and Management, Hitotsubashi
University

Apr. 2008

Distinguished Professor, Graduate School ofManagement, Kyoto University

June 2018

Outside Audit & Supervisory Board Member of
the Company (Present post)

Apr. 2019

Audit & Supervisory Board Member of TAIYOPHARMA TECH CO., LTD. (Present post)

Apr. 2023

Auditor of ANZU no MORI Foundation(Present post)

Nov. 2023

Outside Audit & Supervisory Board Member ofOrion Breweries, Ltd. (Present post)

OutsideIndependent
2

Hidenori Sugiura(March 20, 1961)

Number of theCompany’s shares
ownedCommon shares– shares[Reason for nomination as a candidate for Outside Board Director who is an Audit & Supervisory Committee
Member and overview of expected roles]
Hidenori Sugiura has no direct experience of involvement in management of a company in the past, but hepossesses extensive experience and expertise concerning finance, including serving as a university professor andlecturer with expertise in finance based on his work experience in the securities and finance industry. He wasselected as a candidate for Outside Board Director who is an Audit & Supervisory Committee Member as theCompany expects that he will be able to properly execute the duties thereof.

20

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

No.

Name (Date of birth)

New
OutsideIndependent
3

Ikumi Sato
(December 25, 1963)

Brief resume, positions and important concurrent positions held
Apr. 1990

Registered as an attorney at law (Tokyo Bar
Association)

Mar. 1992

Cancellation of registration in Tokyo Bar
Association for travel to the United States

Sep. 1995

Registered as an attorney, State of New York,USA

Sep. 1995

Re-registered as an attorney at law (Daini
Tokyo Bar Association)

Mar. 2013

Joined Yabuki Law Offices

Apr. 2017

Deputy Chair, Daini Tokyo Bar Association

Apr. 2018

Executive Governor, Japan Federation of Bar
Associations

Apr. 2019

Information Disclosure and Personal
Information Protection Commission Member,
Ministry of Internal Affairs andCommunications

June 2019

Audit & Supervisory Board Member, DAIDAN CO., LTD.

Jan. 2021

Partner and Attorney, Nozomi Sogo Attorneys
at Law (Present post)

Apr. 2021

Executive Governor, Japan Attorneys National
Pension Fund

June 2021

Outside Director, DAI-DAN CO., LTD.
(Present post)

June 2022

Outside Audit & Supervisory Board Member of
the Company (Present post)

Number of theCompany’s shares
ownedCommon shares– shares[Reason for nomination as a candidate for Outside Board Director who is an Audit & Supervisory Committee
Member and overview of expected roles]
Ikumi Sato has no direct experience of involvement in management of a company in the past, but as an attorney she
possesses extensive expertise and experience concerning corporate legal practice, IT and intellectual property
rights, overseas legal practice, etc. She was selected as a candidate for Outside Board Director who is an Audit &Supervisory Committee Member as the Company expects that she will be able to properly execute the duties
thereof.
Notes:
1.
There is no special interest between the Company and the candidates.
2.
Hidenori Sugiura and Ikumi Sato are candidates for Outside Board Directors who are Audit & Supervisory Committee
Members.
3.
At present, the Company has concluded an agreement with Kaori Terunuma, Hidenori Sugiura, and Ikumi Sato limiting
liability for damages as set forth in Article 423, paragraph (1) of the Companies Act, pursuant to Article 427, paragraph (1) of
the same Act. If the appointment of the three individuals is approved, the Company plans to continue the said agreement.
A general outline of the provisions of the agreement is as follows:
In the event that a Board Director who is an Audit & Supervisory Committee Member is liable for damages to theCompany due to the neglect of duties, the Board Director who is an Audit & Supervisory Committee Member will bear
the liability, limited to the minimum amount stipulated in laws and regulations.
The liability limitation mentioned above shall be available only if the Board Director who is an Audit & Supervisory
Committee Member has executed his/her duties which would constitute the cause of the liability in good faith andwithout gross negligence.
4.
At present, the Company has designated Hidenori Sugiura and Ikumi Sato as Independent Officers as provided for by the
Tokyo Stock Exchange, Inc., and has issued notice to the Tokyo Stock Exchange, Inc. Hidenori Sugiura and Ikumi Sato fulfill
the requirements for Independent Officers as provided for by the Tokyo Stock Exchange, Inc. If they are appointed, theCompany plans to issue notice to the Tokyo Stock Exchange, Inc. as Independent Officers.
5.
The Company has entered into a directors and officers liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act, and the Company will cover damages incurred by the insured under thepolicy. If a candidate is appointed as a Board Director who is an Audit & Supervisory Committee Member, the individual will
be included as an insured party under the policy. For a summary of the details of the directors’ and officers’ liability insurance
policy, please refer to “2. Current Status of the Company (3) Status of Corporate Officers 1) Status of Board Directors andAudit & Supervisory Board Members (as of March 31, 2024) Note 8. Summary, etc., of Details of Board Directors andOfficers Liability Insurance Policy” on p. 52 of the Business Report of the Japanese original.

21

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

6.
7.

There is no plan to conclude an indemnity agreement between individual candidates and the Company regarding the expenses
stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same
paragraph.
Kaori Terunuma is entered into Japan’s family register as Kaori Ohba.

Reference: Expertise and experience of Board Directors following this Ordinary General Shareholders’ Meeting
Name

Corporate
Position and post of responsibility in managethe Company following this Ordinary
ment
General Shareholders’ Meeting
Businessstrategy

Global

Production
quality
Researchanddevelopment

Eiji Sato

President, Chief
Executive Officer○

Hitoshi Saito

Vice President

○

○

○

Kiyofumi Takano

Board Director

New

○

○

○

Keiko Tsuchiya

Outside Board
Director

Independent

Board Director
Kaori Terunuma (Audit & Supervisory
Committee Member)

New

Outside Board
Director
Hidenori Sugiura(Audit & Supervisory
Committee Member)New
Independent○

ESG andSustainability

Human
resources
management
andDiversity

Finance,accounting
and
M&A

Legal
affairs
and Riskmanagement

○

○

○

○

○

○

○

○

○

○
○

○

Outside Board
New
Director
Ikumi Sato○○○
(Audit & Supervisory Independent
Committee Member)
The Company has designated Keiko Tsuchiya, Hidenori Sugiura and Ikumi Sato as Independent Officers as provided
Independent:
for by the Tokyo Stock Exchange, Inc., and has issued notice to the Tokyo Stock Exchange, Inc.
Corporate management: Assumes management experience, board director experience, business strategy, etc.
and Business strategy
Global: Assumes experience and achievement of business development with a global mindset
Including the meaning of environment, social contribution activities, community creation activities, and sustainable
ESG and Sustainability :business activities
Human resources
Assumes development, training, and utilization of self-sufficient personnel in response to diverse organizations andmanagement and:society, management, and initiatives related to diversity (activities for the active participation of women, etc.), etc.,
Diversity
Finance, accounting: Assumes experience and knowledge in financial accounting and strategic M&As
and M&As

22

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 5:

Election of One Alternate Board Director Who Is an Audit & Supervisory Committee
MemberIf Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system at the close ofthis Ordinary General Shareholders’ Meeting. Therefore, in case the number of Board Directors who are Audit& Supervisory Committee Members prescribed by law is not met, the election of one alternate Board Director
who is an Audit & Supervisory Committee Member is requested.
The Board of Audit & Supervisory Board Members concur with this proposal.
The candidate for Alternate Board Director who is an Audit & Supervisory Committee Member has agreed tohis appointment if the number of Board Directors who are Audit & Supervisory Committee Members prescribedby law is not met.
The candidate for Alternate Board Director who is an Audit & Supervisory Committee Member is as follows:
Name (Date of birth)

Brief resume, positions and important concurrent positions held
Apr. 1997

Masahiko Todo
(July 17, 1968)
Jan. 2005

Registered as an attorney at law (Daini Tokyo
Bar Association)
Joined Ushijima & Associates (currently
Ushijima & Partners)

Number of theCompany’s shares
ownedCommon shares– shares

Partner of Ushijima & Partners (Present post)[Reason for nomination as a candidate for Alternate Outside Board Director who is an Audit & Supervisory Committee Member
and overview of expected roles]
Masahiko Todo has no direct experience of involvement in management of a company in the past, but he was selected as a
candidate for Alternate Outside Board Director who is an Audit & Supervisory Committee Member because the Company
expects him to utilize his high-level expertise and experience as an attorney in the Company’ auditing system and it has judgedthat he will be able to carry out the duties of an Board Director who is an Audit & Supervisory Committee Member in an
appropriate manner.
Notes:
1.
There is no special interest between Masahiko Todo and the Company.
2.
Masahiko Todo is a candidate for Alternate Outside Board Director who is an Audit & Supervisory Committee Member.
3.
If Masahiko Todo is appointed as a Board Director who is an Audit & Supervisory Committee Member, the Company plans
to notify the Tokyo Stock Exchange, Inc. of his appointment as an Independent Officer in accordance with the provisions of
the Tokyo Stock Exchange, Inc.
4.
If Masahiko Todo is appointed as a Board Director who is an Audit & Supervisory Committee Member, the Company plans
to conclude an agreement with him limiting liability for damages as set forth in Article 423, paragraph (1) of the Companies
Act, pursuant to Article 427, paragraph (1) of the same Act. A general outline of the provisions of the agreement is as follows:
In the event that a Board Director who is an Audit & Supervisory Committee Member is liable for damages to theCompany due to the neglect of duties, the Board Director who is an Audit & Supervisory Committee Member will bear
the liability, limited to the minimum amount stipulated in laws and regulations.
The liability limitation mentioned above shall be available only if the Board Director who is an Audit & Supervisory
Committee Member has executed his/her duties which would constitute the cause of the liability in good faith andwithout gross negligence.
5.
The Company has entered into a directors’ and officers’ liability insurance policy with an insurance company as stipulated in
Article 430-3, paragraph (1) of the Companies Act, and the Company will cover damages incurred by the insured under thepolicy. If Masahiko Todo is appointed as a Board Director who is an Audit & Supervisory Committee Member, he will be
included as an insured under the policy.
For a summary of the details of the directors’ and officers’ liability insurance policy, please refer to “2. Current Status of theCompany (3) Status of Corporate Officers 1) Status of Board Directors and Audit & Supervisory Board Members (as ofMarch 31, 2024) Note 8. Summary, etc., of Details of Board Directors and Officers Liability Insurance Policy” on p. 52 of theBusiness Report of the Japanese original.
6.
There is no plan to conclude an indemnity agreement between Masahiko Todo and the Company regarding the expenses
stipulated in Article 430-2, paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same
paragraph.

23

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 6:

Establishment of the Amount of Aggregate Base Salary for Board Directors (Excluding
Board Directors Who Are Audit & Supervisory Committee Members)

If Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system at the close ofthis Ordinary General Shareholders’ Meeting. In connection with the Company’s adoption of a company with an
Audit & Supervisory Committee system, the Company requests approval to set the fixed annual remunerationfor Board Directors (excluding Board Directors who are Audit & Supervisory Committee Members, hereinafter
the same) at up to 300 million yen (with up to 60 million yen for Outside Board Directors), not including theemployee portion of remuneration for Board Directors concurrently serving as employees, and to delegate to theBoard of Directors the authority to determine the specific payment amounts and the timing of payments to each
Board Director.
There will be no change to the upper limit of 300 million yen per year before and after the adoption of acompany with an Audit & Supervisory Committee system. The Board of Directors has decided on this proposal
after receiving a report from the Compensation Advisory Committee that the proposal is appropriate as a resultof its deliberations, and it is judged that the content is appropriate.
If Proposal 2, “Partial Amendment of the Articles of Incorporation,” and Proposal 3, “Election of Four Board
Directors (Excluding Board Directors Who Are Audit & Supervisory Committee Members),” are approved andpassed as originally proposed, the number of Board Directors related to this proposal will be four (including one
Outside Board Director).

24

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 7:

Establishment of Performance Cash Bonus, Performance Cash Bonus Deferral in
Restricted Stock, and Restricted Stock Compensation for Board Directors (Limited to
Executive Board Directors)

If Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system at the close ofthis Ordinary General Shareholders’ Meeting. In connection with the Company’s adoption of a company with an
Audit & Supervisory Committee system, the Company requests approval for the remuneration framework forthe performance cash bonus system, the performance cash bonus deferral in restricted stock system, and therestricted stock compensation system (collectively referred to as “this system,” with the latter two collectively
referred to as the “stock compensation system”) for Executive Board Directors (“directors” mentioned in each
item of Article 363, paragraph (1) of the Companies Act, hereinafter the same), as detailed in the table “Contentsof this proposal” below, and to delegate to the Board of Directors the authority to determine the specific timing
and distribution of payments to each Executive Board Director.
There will be no change to the upper limit and calculation method before and after the adoption of a company
with an Audit & Supervisory Committee system. The Board of Directors has decided on this proposal after
receiving a report from the Compensation Advisory Committee that the proposal is appropriate as a result of its
deliberations, and it is judged that the content is appropriate.
1. Contents of this proposal
Type of remuneration

Contents approved up until now

Contents of this
proposalDate of resolution

Content of resolution

June 18, 2022
76th Ordinary General
Shareholders’ Meeting

Performance cash bonus for Executive Board
Directors shall be money not more than theamount (maximum amount) calculated by thefollowing method(Calculation method)
Performance cash bonus (maximum amount) =Profit before income taxes × (1 - most recent
three fiscal years’*1 average effective tax rate*2 most recent three fiscal years’*1 average profit
margin attributable to non-controllingshareholders*3)*4 × 1.6%

Performance cash
bonus deferral in
restricted stock

June 18, 2022
76th Ordinary General
Shareholders’ Meeting

Performance cash
bonus deferral in
Performance cash bonus deferral in restricted
restricted stock forstock for Executive Board Directors shall be
Executive Board
money not more than the amount (maximum
Directors shall beamount) calculated by the following method,money not more thanand the maximum aggregate number of common
the amount (maximum
shares newly issued or disposed of by theamount) calculated byCompany as the performance cash bonus
the following method,deferral in restricted stock (hereinafter theand the maximum“maximum number of performance-linked
aggregate number ofrestricted shares issued”) shall be 200,000 sharescommon shares newly
per fiscal year.
issued or disposed of(Calculation method)by the Company as the
Performance cash bonus (maximum amount) =performance cash
Profit before income taxes × (1 - most recent
bonus deferral in*1 average effective tax rate*2 three fiscal years’
restricted stock shall be*1
most recent three fiscal years’ average profit
200,000 shares*5 per
margin attributable to non-controllingfiscalyear.
shareholders*3)*4 × 3.4%
(Calculation method)Same as on the left

Restricted stockcompensation

June 19, 2021
75th Ordinary General
Shareholders’ Meeting

Restricted stock compensation (monetary claims
for allotment of restricted stock) for Executive
Board Directors of not more than 300 million
yen per year, and not more than 80,000 shares ofcommon stock per fiscal year (hereinafter,

Performance cash
bonus

25

Same as on the left

Restricted stockcompensation(monetary claims forallotment of restricted
stock) for ExecutiveENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

“maximum number of restricted shares issued”;
Although a resolution was passed for 40,000
shares at the 75th Ordinary General
Shareholders’ Meeting held on June 19, 2021,
this maximum number was subsequently
changed to 80,000 shares due to a two-for-one
stock split of the Company’s common stock
effective October 1, 2021.) issued or disposed ofby the Company as a restricted stockcompensation system

Board Directors of not
more than 300 million
yen per year, and not
more than 80,000
shares of common
stock per fiscal year*5
issued or disposed ofby the Company as a
restricted stockcompensation system

Notes:
1.
Most recent three fiscal years: The three fiscal years prior to becoming eligible for payment of the performance-based
compensation2.
Effective tax rate: “Corporate tax, etc. contribution after accounting for income tax” disclosed in the Annual Securities Report3.
Profit margin attributable to non-controlling shareholders: profit attributable to non-controlling shareholders (rounded down
to nearest million yen) ÷ Profit before income taxes (rounded down to nearest million yen)4.
The percentage calculated as (1 - most recent three fiscal years’ average effective tax rate - most recent three fiscal years’
average profit margin attributable to non-controlling shareholders) is rounded to the third decimal place5.
In the event of a stock split or reverse stock split of the Company’s common stock or other unavoidable circumstances
requiring adjustment of each such maximum number of shares, such maximum number of shares may be adjusted to areasonable extent as necessary in accordance with the split ratio, reverse stock split ratio, etc.

If Proposal 3, “Election of Four Board Directors (Excluding Board Directors Who Are Audit & Supervisory
Committee Members),” is approved as originally proposed, the number of Executive Board Directors subject tothis system will be two. After the approval of this proposal as originally proposed, the Company plans to change
the “Basic Policy on Determination of Individual Remuneration, etc. of Board Directors” (as described on page53 of the Business Report) to conform to this proposal. This system will also be introduced and applied to theCompany’s Senior Corporate Executive Officers.
Note that the details concerning the Senior Corporate Executive Officers stated in “2. Outline of the system”
below serve as reference information.
2.

Outline of the system(1) Performance cash bonus
Performance cash bonus shall be paid in cash within the performance cash bonus (maximum amount)calculated in accordance with the calculation method for performance cash bonus in this proposal, andthe total amount of remuneration for each fiscal year concerned (the fiscal year preceding a particular
fiscal year in which falls a payment date of performance cash bonus), calculated according to “a)Calculation formula,” shall be allocated according to officers’ ranks of the payment recipient (Executive
Directors and Senior Corporate Executive Officers; the same applies hereinafter) in the relevant fiscal
year.
a) Calculation formula
Total amount of performance cash bonus (total amount to be paid) = profit before income taxes × (1- most recent three fiscal years’ average effective tax rate - most recent three fiscal years’ average
profit margin attributable to non-controlling shareholders) × payout ratio
・ The maximum amount to be paid shall be the amount determined by the Board of Directors(“defined amount” as defined in Article 34, paragraph 1, Item 3 (a) (1) of the Corporation Tax
Act; the same applies hereinafter).
・ The payout ratio shall be determined by the Board of Directors after the Nomination andCompensation Committee’s report according to officers’ ranks and number of payment
recipients for each fiscal year.
・ Performance cash bonus will not be paid if profit before income taxes is less than zero.
・ Amounts less than one million yen for profit before income taxes shall be rounded down to thenearest million yen.
・ The total amount of performance cash bonus shall be rounded down to the nearest yen.
b) Allocation to each person

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

The amount to be paid to each recipient shall be determined by multiplying the total amount of
performance cash bonus (total amount to be paid) by the number of points according to officers’
ranks and dividing it by the total number of points of all the payment recipients for the
remuneration. The points for each rank shall be determined by the Board of Directors each fiscal
year, taking into consideration the number of recipients and the responsibilities of each rank, andafter the report of the Nomination and Compensation Committee. If a payment recipient retires in
the middle of the performance cash bonus payment period (the period from the date of the ordinary
general shareholders’ meeting for the two fiscal years preceding the specific fiscal year to which theperformance cash bonus is paid to the date immediately preceding the date of the ordinary generalshareholders’ meeting for the preceding fiscal year), the points will be adjusted according to thenumber of months from the month following the month in which the start date of the performance
cash bonus payment period falls to the month in which the payment recipient retires (including cases
where the employee is no longer in the position of a payment recipient; the same applies
hereinafter).
(2) Performance cash bonus deferral in restricted stock
Performance cash bonus deferral in restricted stock shall be paid in cash to fund the payment for thecommon stock of the Company within the performance cash bonus deferral in restricted stock(maximum amount) calculated in accordance with the calculation method for performance cash bonus
deferral in restricted stock in this proposal, and the total amount of remuneration for the fiscal year
concerned (the fiscal year preceding a particular fiscal year in which falls a payment date ofperformance cash bonus deferral in restricted stock), calculated according to “a) Calculation formula,”shall be allocated according to officers’ ranks of the payment recipient in the relevant fiscal year. The
Company shall allot shares of common stock of the Company to each payment recipient of theperformance cash bonus deferral in restricted stock (hereinafter “performance cash bonus deferral in
restricted stock maximum amount”) by issuing new shares or disposing of treasury stock in an amountnot exceeding 200,000 shares, and each payment recipient shall pay the amount of performance cash
bonus deferral in restricted stock (However, this excludes the amount equivalent to income tax,
inhabitant tax, other taxes and social insurance premiums corresponding to the amount equivalent toperformance cash bonus deferral in restricted stock, fees required for payment and the amount less than
the amount to be paid in for a share unit of stock, etc.; the same applies hereinafter) paid to it.
The performance cash bonus deferral in restricted stock shall be paid on the condition that the payment
recipient agrees to pay the amount of the performance cash bonus deferral in restricted stock to be paidin proportion to the allotment of newly issued or disposed common stock by the Company, and theexecution of a performance cash bonus deferral in restricted stock allocation agreement with theCompany that includes certain details, such as a set restricted transfer period (three years from thepayment date) and that the allotted shares of common stock of the Company may not be transferred,pledged as collateral, or otherwise disposed of.
However, in the event that a law or judicial judgment prevents the Company from issuing or disposingof common shares to deliver to each recipient under the performance cash bonus deferral in restricted
stock system, the payment recipient will receive the compensation in cash only (without exchanging thiscash for common shares).
If the number of common shares that should be issued or disposed of under the performance cash bonus
deferral in restricted stock system exceeds the maximum number(*) of performance-linked restricted
shares issued or maximum number of shares held by eligible individuals, the Company will pay theamount equivalent to the number of excess shares in cash as compensation for the performance cash
bonus deferral in restricted stock.
Moreover, if a person inherits from a recipient the right to receive compensation for performance cash
bonus deferral in restricted stock, this person will receive the compensation in cash only.
(*) Please refer to “(4) Stock compensation system (Allocation conditions)” (p. 29) below for details.
a) Calculation formula
Total amount of performance cash bonus deferral in restricted stock (total amount to be paid) =profit before income taxes × (1 - most recent three fiscal years’ average effective tax rate - most27

ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

recent three fiscal years’ average profit margin attributable to non-controlling shareholders) ×payout ratio
・ The maximum amount to be paid shall be the amount determined by the Board of Directors(“defined amount” as defined in Article 34, paragraph 1, Item 3 (a) (1) of the Corporation Tax
Act; the same applies hereinafter).
・ The payout ratio shall be determined by the Board of Directors after the Nomination andCompensation Committee’s report according to officers’ ranks and number of payment
recipients for each fiscal year.
・ Performance cash bonus deferral in restricted stock will not be paid if profit before income taxes
is less than zero.
・ Amounts less than one million yen for profit before income taxes shall be rounded down to thenearest million yen.
・ The total amount of performance cash bonus deferral in restricted stock shall be rounded down
to the nearest yen.
b) Allocation to each person
The amount to be paid to each recipient shall be determined by multiplying the total amount of
performance cash bonus deferral in restricted stock (total amount to be paid) by the number ofpoints according to officers’ ranks and dividing it by the total number of points of all the payment
recipients for the remuneration. The points for each rank shall be determined by the Board of
Directors each fiscal year, taking into consideration the number of recipients and the responsibilitiesof each rank, and after the report of the Nomination and Compensation Committee. If a payment
recipient retires in the middle of the performance cash bonus deferral in restricted stock payment
period (the period from the date of the ordinary general shareholders’ meeting for the two fiscal
years preceding the specific fiscal year to which the performance cash bonus deferral is paid to thedate immediately preceding the date of the ordinary general shareholders’ meeting for the preceding
fiscal year), the points will be adjusted according to the number of months from the month following
the month in which the start date of the performance cash bonus deferral in restricted stock payment
period falls to the month in which the payment recipient retires (including cases where the employee
is no longer in the position of a payment recipient; the same applies hereinafter).
(3) Restricted stock compensation
The amount of monetary claims to be paid to each payment recipient as restricted stock compensation
will be set by position at the time the payment recipient is allotted shares of common stock ascompensation for the execution of duties during the period subject to the payment of restricted stockcompensation (the period from the date of the ordinary general shareholders’ meeting for the fiscal year
preceding the specific fiscal year to which the restricted stock compensation is paid to the date
immediately preceding the date of the ordinary general shareholders’ meeting for that specific fiscal
year).
Payment recipients have concluded a restricted stock compensation with the Company that the payment
recipient agrees to pay in the entirety of monetary remuneration claims paid to the Company as assets inkind in accordance with the allotment of up to 80,000 newly issued or disposed of shares of theCompany’s common stock (hereinafter “maximum number of shares of restricted stock to be issued”);
execute a restricted stock allotment agreement with the Company, which includes certain provisions
such as a) that the allotted shares of common stock may not be transferred, pledged, or otherwise
disposed of during a set restricted transfer period (10 years from the payment date) and b) that if certain
events occur during the restricted transfer period, the Company will acquire the shares withoutcompensation. Moreover, the conditions for payment are that the payment recipient holds the position ofa payment recipient of the Company immediately prior to the pay-in date for the new shares or allocatedtreasury shares subject to the stated allocation, and that the new share issue or treasury share allocation
subject to the stated allocation has not been halted on the grounds of revocation, injunction, or otherreason.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

(4) Stock compensation system
Under the stock compensation system, subject to the conditions in a) through d) below, shares ofcommon stock to be newly issued or disposed of by the Company shall be allocated to the Executive
Board Directors and Senior Corporate Executive Officers (below in (4)), “payment recipients”) by
allotment of specified restricted stock for the restricted stock compensation or by third-party allotment
for the performance cash bonus deferral in restricted stock.
(Allocation conditions)a) The aggregate number of common shares newly issued or disposed of by the Company under both therestricted stock system and the performance cash bonus deferral in restricted stock system for a given
fiscal year shall be less than 2,840,000 shares when combined with the common shares held by all
executive directors (limited to the individuals who are an executive director of the Company at the timeof receipt) who have received such common shares (hereinafter the “maximum number of shares held by
eligible individuals”).
b) The maximum number of restricted shares issued, the maximum number of performance-linked
restricted shares issued, and the maximum number of shares held by eligible individuals may be
adjusted to a reasonable extent, as necessary, in accordance with the split ratio, consolidation ratio, etc.,
if a stock split or reverse stock split of the Company’s common stock occurs or if any other unavoidable
event arises that requires adjustment of the respective maximum numbers.
c) When determining the number of shares allocated based on the stock compensation system, the numberof common shares allocated based on the restricted stock system shall be given priority.
d) The amount paid in per common share of the Company allocated based on the stock compensation
system shall be the closing price of the Company’s common shares on the Tokyo Stock Exchange, Inc.
on the business day prior to the date of each Board of Directors meeting to determine details of offerings
related to the common shares issued or disposed of, in principle (if no trades were executed on that day,the closing price on the most recent day on which the stock was traded). The Board of Directors will
determine an amount that does not afford the payment recipient receiving the common shares a special
advantage.

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ENGLISH TRANSLATION OF JAPANESE-LANGUAGE DOCUMENT
This is a translation of the original Japanese-language document and is provided for convenience only.
In the event of any discrepancy between this translated document and Japanese original, the original shall prevail.

Proposal 8:

Establishment of the Amount of Aggregate Base Salary for Board Directors Who Are Audit& Supervisory Committee Members

If Proposal 2, “Partial Amendments of the Articles of Incorporation,” is approved and passed as originallyproposed, the Company will adopt a company with an Audit & Supervisory Committee system at the close ofthis Ordinary General Shareholders’ Meeting. In this proposal, the Company requests approval that the fixedamount of remuneration for Board Directors who are Audit & Supervisory Committee Members shall be once
again no more than 7 million yen per month.
The Company believes that the amount of remuneration for this proposal is reasonable in light of the
responsibilities of Board Directors who are Audit & Supervisory Committee Members.
If Proposal 2, “Partial Amendments of the Articles of Incorporation,” and Proposal 4, “Election of Three Board
Directors Who Are Audit & Supervisory Committee Members” are approved and passed as originally proposed,
the number of Board Directors who are Audit & Supervisory Committee Members will be three.

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