This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the eventof any discrepancy between this translation and the Japanese original, the original shall prevail.

Stock Code: 4626
May 27, 2022
To Our Shareholders:Eiji Sato
President and CEO

TAIYO HOLDINGS CO., LTD.
388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 76TH ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 76th Ordinary General Shareholders’ Meeting of Taiyo Holdings Co.,
Ltd. (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 17, 2022 (Japan
Standard Time).

Meeting Details
1.

Date and Time:

Saturday, June 18, 2022 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 76th Period (from April 1, 2021 toMarch 31, 2022), 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 76th Period (from April 1, 2021 to March 31,
2022)
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendment of the Articles of Incorporation

Proposal 3:

Election of Nine Board Directors

Proposal 4:

Election of Three Audit & Supervisory Board Members

Proposal 5:

Revision of the Compensation System for Board Directors

Proposal 6:

Revision of the Compensation Amount for Audit & Supervisory Board Members

To Institutional Investors
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.

1

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 on
equity ratio as our target index, and aim to keep this figure at a minimum of 5% based on the consolidated
financial results for the mid- to long-term.
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 37.00 yen per common share
Total dividends: 2,085,122,531 yen(3) Effective distribution date for dividends of surplus
June 20, 2022

On October 1, 2021, the Company performed a stock split at a ratio of two shares per each common share. The
above year-end dividend is equivalent to 74.00 yen per share when converted to the per-share dividend prior to
the stock split. The annual dividend for the fiscal year under review, including an interim dividend of 65.10 yen,is equivalent to 139.10 yen per share prior to the stock split.

2

Proposal 2:
Partial Amendment of the Articles of Incorporation
1. Reason for Proposal
The Company proposes to make additions to, amendments to, and deletions of the provisions of
relevant articles for the following reasons.
(1) In order to enhance the independent and objective management supervision functions of theCompany, the provisions of Article 25 of the current Articles of Incorporation (Convener and Chairof Board of Directors) will be amended.

(2) In order to prepare for future emergencies and enable agile management of General Shareholders’Meeting, the provisions of Article 13 (Convocation) of the current Articles of Incorporation will beamended due to the enforcement of The Act for Partially Amending the Industrial Competitiveness
Enhancement Act and Other Related Acts (Act No. 70 of 2021).
Article 13, paragraph 2 of the Proposed Amendments will take effect on the condition that
confirmation by the Minister of Economy, Trade and Industry as well as the Minister of Justice isreceived with regard to the Company holding a General Shareholders’ Meeting without specifying aphysical venue.
(3) In order to support the introduction of a system for the electronic provision of General
Shareholders’ Meeting reference materials in line with the revision of the Companies Act, Section 8
Supplementary Provisions and Article 50 of the Proposed Amendments (Transitional Measures
Regarding Article 15-2) will be added; Article 15-2 (Disclosure of Reference Documents for the
General Shareholders’ Meeting and Other Information via the Internet and Deemed Provision) of
the current Articles of Incorporation will be deleted effective as of the enforcement date on
September 1, 2022 (the enforcement date of revised provisions stipulated in the proviso of Article 1of the Supplementary Provisions of the Act Partially Amending the Companies Act (Act No. 70 of2019)); and “Added Provisions” in Article 50, paragraph (1) of the Proposed Amendments will be
added as Article 15-2 (Measures, etc., for Providing Information in Electronic Format).
The provisions of Article 15-2 of the current Articles of Incorporation will remain effective and will
apply to a General Shareholders’ Meeting held on a date within six months from the enforcement
date.
Section 8 Supplementary Provisions and Article 50 will be deleted after six months from theenforcement date or after three months after a General Shareholders’ Meeting held on a date within
six months from the enforcement date, whichever comes later.
2.

Description of Amendments
A description of the amendments is provided below.
(Amended parts are underlined)
Current Articles of Incorporation

Proposed amendments

Articles 1 through 12 (Article text omitted)

Articles 1 through 12 (Same as current)(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.
(Addition)(Convocation)
Article 13

Articles 14 and 15

Articles 14 and 15

2(Article text omitted)(Disclosure of Reference Documents for the General(Same as current)

The Company may hold General Shareholders’Meeting without a designated location.
(Same as current)(Disclosure of Reference Documents for the General3Current Articles of Incorporation

Proposed amendments

Shareholders’ Meeting and Other Information via the Internetand Deemed Provision)
Article 15-2 When convening a General Shareholders’Meeting, the Company, by using means
employing the Internet as provided for by
Ministry of Justice Order to disclose information
related to matters to be written or displayed in
General Shareholders’ Meeting reference
documents, business reports, financial statements,
and consolidated financial statements, may deemthat it has provided said information toshareholders.

Shareholders’ Meeting and Other Information via the Internetand Deemed Provision)
Article 15-2 (Same as current)

Articles 16 through 24 (Article text omitted)

Articles 16 through 24 (Same as current)(Convener and Chair of Board of Directors)
Article 25 Unless otherwise provided for by laws andregulations, Board of Directors shall be convened
and chaired by the President and CEO. In theevent that President and CEO is unable to do so,
one of the other Directors shall do so according tothe order prescribed by the Board of Directors inadvance.
(Addition)(Convener and Chair of Board of Directors)
Article 25 Unless otherwise provided for by laws andregulations, Board of Directors shall be convenedby the President.

* As stated in Article 50 of the proposed amendments, theCompany shall delete this provision and newly establish it as(Measures, etc., for Providing Information in Electronic
Format) effective as of the enforcement date on September 1,
2022 of the revised provisions provided for in the proviso to
Article 1 of the Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of 2019).

2(Addition)

3

Articles 26 through 49 (Article text omitted)

The Chair of the Board of Directors shall beelected by the Board of Directors. The person
elected as Chair shall serve as the Chair at all
Board of Directors until the conclusion of the first
Ordinary General Shareholders’ Meeting held
following said election, unless otherwise provided
for by laws and regulations or unless anotherperson is elected by the Board of Directors as the
Chair of Board of Directors.
In the event that the convener or Chair of Board of
Directors is unable to do so, one of the other
Directors shall do so according to the orderprescribed by the Board of Directors in advance.

Articles 26 through 49 (Same as current)(Addition)

Section 8 Supplementary Provisions(Transitional Measures Regarding Article 15-2)
Article 50 The provisions of Article 15-2 (Disclosure ofReference Documents for the General
Shareholders’ Meeting and Other Information via
the Internet and Deemed Provision) shall bedeleted effective as of the enforcement date on
September 1, 2022 of the revised provisions
provided for in the proviso to Article 1 of the
Supplementary Provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019) (hereinafter the “Date of Enforcement”),
and the new provisions described below shall be
added effective the same date as Article 15-2
(Measures, etc., for Providing Information inElectronic Format).
(Added Provisions)(Measures, etc., for Providing Information in Electronic
Format)Article 15-2

(Addition)(Addition)

4

Current Articles of Incorporation

Proposed amendments
1(Addition)(Addition)

2(Addition)

3

5

When convening a General Shareholders’Meeting, the Company shall use means ofelectronic provision of information
containing the content of shareholders’meeting reference documents, etc.
2
Among items for which measures forproviding information in electronic format
will be taken, the Company may exclude allor some of those items designated by
Ministry of Justice Order from statements inthe paper-based documents to be delivered toshareholders who requested the delivery of
paper-based documents by the record date ofvoting rights.
The provisions of the previous paragraphnotwithstanding, the provisions of Article 15-2
(Disclosure of Reference Documents for the
General Shareholders’ Meeting and Other
Information via the Internet and Deemed
Provision) of the current Articles of Incorporation
shall remain effective and shall apply to General
Shareholders’ Meeting held on a date within six(6) months from the Date of Enforcement.
Section 8 Supplementary Provisions and this
Article shall be deleted after six (6) months fromthe Date of Enforcement or after three (3) months
from the date of a General Shareholders’ Meetingprovided for in the preceding paragraph,
whichever comes later.

Proposal 3:

Election of Nine Board Directors

The terms of all eight Board Directors will expire at the close of this Ordinary General Shareholders’ Meeting.
Accordingly, to strengthen our management structure in line with the expansion of our medical andpharmaceutical business, the Company proposes to increase the number of Board Directors by one and to
appoint nine Board Directors, including four Outside Board Directors. Each of the candidates for Board Director
has agreed to their appointment.
The candidates for Board Directors are as follows:
No.

Name

Current positions and responsibilities

1

Eiji Sato

President, Chief Executive Officer
Group Chief Executive Officer
Officer (Risk Management)
CEO (Medical & Pharmaceutical Company)

Reappointment

2

Hitoshi Saito

Board Director and Senior Executive Officer
CEO (Electronics Company)

Reappointment

3

Eiji Takehara

Board Director and Senior Executive Officer
Compliance Officer
Officer in charge of R&D

Reappointment

4

Masao Arima

Managing Director
Chief Business Development Officer (Medical &Pharmaceutical Company)

New

5

Tomoyuki Tanaka

6

Masayuki Hizume

Outside Board Director

Reappointment
Independent

7

Keiko Tsuchiya

Outside Board Director

Reappointment
Independent

8

Asako Aoyama

Outside Board Director

Reappointment
Independent

9

Yumiko Kamada

Outside Board Director

Reappointment
Independent

New

6

No.

Name (Date of birth)

Reappointment
Eiji Sato(May 3, 1969)1

Brief resume of positions, responsibilities, and importantconcurrent 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

Executive 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.
(Present post)

Dec. 2012

Director of ONSTATIC TECHNOLOGY CO.,LTD. (Present post)

Apr. 2014

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

Dec. 2014

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

June 2016

In charge of risk management of the Company

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.
(Present post)

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, Chief Executive Officer, Group Chief
Executive Officer, Officer (Risk Management),
CEO (Medical & Pharmaceutical Company) of
the Company (Present post)

Number of theCompany’s shares
ownedCommon shares
388,824 shares[Reason for nomination as a candidate for Board Director]
Since his appointment as Board Director in 2008, Eiji Sato has served as Executive Vice President andRepresentative Director of the Company, was appointed President, Chief Executive Officer in 2011, and has
overseen the management of the Company’s Group, including decision-making and supervision of businessexecution. He was selected as a candidate for Board Director as the Company expects that he will continue to play
an important role in the Group’s decision-making and supervision of business execution.

7

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent 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.

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. (Present
post)

Jan. 2022

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

Jan. 2022

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

Reappointment
2

Hitoshi Saito(April 21, 1965)

8

Number of theCompany’s shares
ownedCommon shares
60,718 shares

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
May 2022

Number of theCompany’s shares
owned

Board Director and Senior Executive Officer,
CEO (Electronics Company) of the Company(Present post)[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 as the Company
expects that he will continue to use his experience and expertise in the Company’s decision-making.

Reappointment

3

Eiji Takehara(September 7, 1963)

Apr. 1986

Joined the Company

May 1999

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

Nov. 2001

General Manager of Development Department Iof the Company

Oct. 2010

Director of TAIYO INK MFG. CO., LTD.

June 2012

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

Apr. 2013

Managing Director of the Company

June 2014

Board Director and Senior Executive Officer,
Compliance Officer of the Company

May 2016

Director of ONSTATIC TECHNOLOGY CO.,LTD.

June 2016

Director of TAIYO INK MFG. CO., LTD.

June 2016

Chairman of the Board of TAIWAN TAIYOINK CO., LTD.

June 2016

President and Representative Director of TAIYOGREEN ENERGY CO., LTD.

Apr. 2017

Director of TAIYO GREEN ENERGY CO.,LTD. (Present post)

May 2017

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

Apr. 2018

Chairman of the Board and General Manager of
TAIWAN TAIYO INK CO., LTD.

June 2018

In charge of TAIYO GREEN ENERGY CO.,LTD.

Jul. 2018

Chairman of the Board of TAIWAN TAIYOINK CO., LTD.

Apr. 2019

Board Director and Senior Executive Officer,
Compliance Officer, Officer in charge of R&D
of the Company (Present post)

Common shares
81,218 shares[Reason chosen as a candidate for Board Director]
Eiji Takehara has worked on the expansion and reinforcement of the Company’s electronic materials business inJapan. He was selected as a candidate for Board Director as the Company expects that he will continue to use his
experience and wide-ranging expertise in the Company’s decision-making.

9

No.

Name (Date of birth)New
Masao Arima(January 24, 1969)4

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1993

Joined the Company

Apr. 2010

General Manager of Technology Headquarters
Development Department II, Japan Taiyo
Company

Apr. 2012

Executive General Manager of Technology
Development Department, TAIYO INK MFG.
CO., LTD.

Apr. 2014

Executive General Manager of Sales
Department, TAIYO INK MFG. CO., LTD.

Apr. 2015

Senior Director of Research Division of theCompany

Apr. 2015

Director of Chugai Kasei Co., Ltd. (Currently
Taiyo Fine Chemicals Co., Ltd.) (Present post)

Apr. 2017

Head of New Business Office of the Company

Aug. 2017

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

Jan. 2018

Managing Director of the Company

June 2021

Member of the Board of TAIYO PHARMATECH CO., LTD. (Present post)

May 2022

Managing Director, Chief Business
Development Officer (Medical &Pharmaceutical Company) of the Company(Present post)

Number of theCompany’s shares
ownedCommon shares
22,653 shares[Reason chosen as a candidate for Board Director]
Masao Arima possesses over 20 years of extensive experience and knowledge in technological development andresearch and development work in the Group, and has been involved in the launch of new medical andpharmaceutical businesses. Since 2017, he has led the medical and pharmaceutical business, which will continue togrow as the second growth pillar, as the Representative Director of TAIYO PHARMA CO., LTD. He was selected
as a new candidate for Board Director as the Company expects that his experience and expertise will contribute to
the enhancement of the corporate value of the Group.

10

No.

5

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1988

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

Apr. 2012

General Manager of Functional Pigment Sales
Department, DIC Corporation

New

Jan. 2016

General Manager of Pigment 2nd Sales
Department, DIC Corporation

Tomoyuki Tanaka(November 25, 1964)

Jan. 2019

General Manager of Color & Display Business
Planning Department, DIC Corporation

Jan. 2021

General Manager of Executive Officer
Management Planning Department, DIC
Corporation (Present post)

Number of theCompany’s shares
ownedCommon shares- shares[Reason chosen as a candidate for Board Director]
Tomoyuki Tanaka has many years of extensive experience and knowledge in technology, research anddevelopment, and sales, as well as a track record of involvement in M&A. He was selected as a new candidate for
Board Director as the Company expects that his experience and expertise will contribute to the enhancement of thecorporate value of the Group.
Oct. 1988
Joined Tohmatsu Awoki & Sanwa (Currently
Deloitte Touche Tohmatsu LLC)
Jan. 1994

Joined Hizume Certified Public Accounting
OfficeJune 1994

Outside Audit & Supervisory Board Member of
the Company

Jan. 2001

The Head of Masayuki Hizume Certified Public
Accounting Office (Present post)

June 2012

Outside Director of the Company (Present post)

July 2012

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

Apr. 2020

Representative Partner of Hizume Tax
Accounting Office (Present post)

Reappointment
OutsideIndependent
6

Masayuki Hizume(March 2, 1963)

Common shares
1,400 shares[Reason chosen as a candidate for Outside Board Director and overview of expected roles]
Masayuki Hizume possesses specialized knowledge as well as a wealth of experience and expertise as a certified
public accountant. He was selected as a candidate for Outside Board Director as the Company expects that, througheffective use of them, he will offer advice and findings beneficial to the management of the Group and will performa management and supervisory role from a fair standpoint.

11

No.

Name (Date of birth)

Reappointment

Brief resume of positions, responsibilities, and importantconcurrent 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 (Present post)

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
7

Keiko Tsuchiya(May 13, 1960)

Number of theCompany’s shares
ownedCommon shares
500 shares[Reason chosen 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 recent
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 as the Company expects that, thorough effective use of them, she will offer
advice and findings beneficial to the management of the Group, including in personnel divisions and in thestrengthening of human resources, and will perform a management and supervisory role from a fair standpoint.

12

No.

Name (Date of birth)

Reappointment

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1994

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

Sep. 2001

Joined Merrill Lynch Japan Securities Co., Ltd.

Oct. 2004

Joined Coca-Cola (Japan) Company, Limited

Aug. 2008

General Manager of Business Strategy
Promotion of Coca-Cola (Japan) Company,
Limited

Oct. 2010

Manager of Commercial Finance CCL &Franchise Finance, Finance Headquarters of,
Coca-Cola (Japan) Company, Limited

Mar. 2011

Director and CFO of Tokyo Coca-Cola BottlingCo., Ltd.

July 2013

Executive Officer, Finance and Accounting
General Manager of Coca-Cola East Japan Co.,
Ltd.

Jan. 2016

Executive Officer, Commercial Finance General
Manager of Coca-Cola East Japan Co., Ltd.

May 2017

Executive Officer, Transformation Project
Leader of Coca-Cola Bottlers Japan Inc.

June 2018

Outside Audit & Supervisory Board Member of
the Company

Feb. 2019

Executive Officer, Head of Business
Development of Coca-Cola Bottlers Japan
Holdings Inc.

Jan. 2020

General Manager, Global Finance Division of
NEC Corporation

June 2020

Outside Board Director of the Company(Present post)

Feb. 2021

Provisional Member of Business Accounting
Council (Present post)

Apr. 2022

Executive Officer of NEC Corporation (Present
post)

OutsideIndependent
8

Asako Aoyama(March 14, 1972)

Number of theCompany’s shares
ownedCommon shares
100 shares[Reason chosen as a candidate for Outside Board Director and overview of expected roles]
Asako Aoyama has a wealth of experience and expertise in finance, accounting, and M&A through serving as acertified public accountant and through corporate management and business execution. She was selected as a
candidate for Outside Board Director as the Company expects that, thorough effective use of them, she will offer
advice and findings beneficial to the management of the Group and will perform a management and supervisoryrole from a fair standpoint.

13

No.

Name (Date of birth)

Brief resume of positions, responsibilities, and importantconcurrent positions held
Apr. 1989

Joined East Japan Railway Company

June 2005

President and Representative Director of JR
East Station Retailing Co., Ltd.

Nov. 2008

General Manager, Life-style Business
Development Headquarters of East Japan
Railway Company

May 2013

Deputy Director, Frontier Service ResearchLaboratory, Research & Development Center of
East Japan Railway Company

Reappointment
OutsideFeb. 2015

Senior Executive Officer of Calbee, Inc.

Feb. 2015

Part-time Director of LUMINE CO., LTD.
(Present post)

March 2015

Outside Director of POLA ORBIS HOLDINGS
INC.

June 2015

Outside Director of The Michinoku Bank, Ltd.
(Present post)

Dec. 2018

Representative Director of ONE GLOCAL(Present post)

June 2020

Outside Board Director of the Company(Present post)

June 2021

Outside Director of Private Finance Initiative
Promotion Corporation of Japan (Present post)

Independent
9

Yumiko Kamada(February 23, 1966)

Number of theCompany’s shares
ownedCommon shares
100 shares[Reason chosen as a candidate for Outside Board Director and overview of expected roles]
Yumiko Kamada has a wealth of experience and expertise in corporate management and business execution gainedin the fields of new business development and customer service at companies in other industries. She was selected
as a candidate for Outside Board Director as the Company expects that, thorough effective use of them, she willoffer advice and findings beneficial to the management of the Group and will perform a management andsupervisory role from a fair standpoint.
Notes:
1.
Masayuki Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada are candidates for Outside Board Directors.
2.
Designation as Independent Officer
The Company has designated the four individuals Masayuki Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada
as Independent Officers as provided for by the Tokyo Stock Exchange, Inc. If these four individuals are appointed, theCompany plans to continue designating them as independent officers.
3.
Terms of candidates for Outside Board Director- Masayuki Hizume currently serves as Outside Board Director of the Company. His term as Outside Board Director will beten years as of the close of this Ordinary General Shareholders’ Meeting. In the past, he has served as Audit & Supervisory
Board Member of the Company as well as Director of TAIYO INK MFG. CO., (KOREA) LTD., a consolidated subsidiaryof the Company.
- Keiko Tsuchiya currently serves as Outside Board Director of the Company. Her term as Outside Board Director will befive years as of the close of this Ordinary General Shareholders’ Meeting.
- Asako Aoyama currently serves as Outside Board Director of the Company. Her term as Outside Board Director will be twoyears as of the close of this Ordinary General Shareholders’ Meeting. She has also served as an Outside Audit &Supervisory Board Member of the Company in the past.
- Yumiko Kamada currently serves as Outside Board Director of the Company. Her term as Outside Board Director will be
two years as of the close of this Ordinary General Shareholders’ Meeting.
4.
The Company plans to appoint Tomoyuki Tanaka as a non-executive Director.
5.
There is no special interest between the Company and the candidates or the Company and the companies below which thecandidates concurrently represent.
- Masayuki Hizume concurrently serves as the Head of Masayuki Hizume Certified Public Accounting Office andRepresentative Partner of Hizume Tax Accounting Office.
- Yumiko Kamada concurrently serves as the Representative Director of ONE GLOCAL.
6.
At present, the Company has concluded agreements 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, with each of the four individuals Masayuki
Hizume, Keiko Tsuchiya, Asako Aoyama, and Yumiko Kamada. If the four individuals are appointed, the Company intends tocontinue the respective agreements with each. If Tomoyuki Tanaka is appointed, the Company intends to conclude anagreement with him that will limit 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 agreements is as follows:- In the event that a director is liable for damages to the Company due to the neglect of duties, the director will bear the

14

7.

8.
9.

liability, limited to the minimum amount stipulated in laws and regulations.
- The liability limitation mentioned above shall be available only if the director to whom the liability is attributable has
executed duties in good faith and without gross negligence.
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. Fora 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 of March
31, 2022) Note 8. Summary, etc., of Details of Board Directors and Officers Liability Insurance Policy” on p. 44 of theBusiness Report of the Japanese original.
There is no plan to conclude an indemnity agreement between individual candidates and the Company regarding the expenses
stipulated in Article 430-2 (1), paragraph (1), item (i) of the Companies Act and the loss stipulated in item (ii) of the same
paragraph.
The “Number of the Company’s shares owned” by the candidates for Board Directors includes equity in the stock ownershipassociation.

Reference: Expertise and experience of Board Directors following this Ordinary General Shareholders’ Meeting
Production
Corporate
Human
quality
Position and post of responsibility in manageESG and resources
Research
Name
the Company following this Ordinaryment
GlobalSustainamanageand
General Shareholders’ Meeting
Businessbilityment anddevelopstrategy
Diversity
ment
Eiji Sato

President, Chief
Executive Officer✓

Hitoshi Saito

Executive Vice
President✓

Eiji Takehara

Chair of Board of
Directors

Masao Arima

Board Director

New✓

Tomoyuki
TanakaBoard Director

New✓

Masayuki
HizumeOutside Board
Director

Independent✓

Keiko Tsuchiya

Outside Board
Director

Independent✓

Asako Aoyama

Outside Board
Director

Independent✓

Yumiko Kamada

Outside Board
Director

Independent

✓
✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Finance,accounting
and
M&A

Legal
affairs
and Riskmanage
ment

✓

✓

✓

✓
✓

✓

✓

✓
✓

15

✓

✓

✓

✓

Proposal 4:

Election of Three Audit & Supervisory Board Members

As the terms of Audit & Supervisory Board Members Hidenori Sugiura and Masaru Oki will expire at the closeof this Ordinary General Shareholders’ Meeting, the Company proposes to appoint three Audit & Supervisory
Board Members. Each of the three candidates for Audit & Supervisory Board Member has given consent to their
appointment, and the Company has received the consent of the Board of Audit & Supervisory Board Members
for the proposal.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name

Current positions and concurrent positions held

1

Hidenori Sugiura

Outside Audit & Supervisory Board Member of theCompany

Reappointment
Independent

2

Kaori Terunuma

Director of the Accounting Department of the Company

New

Ikumi Sato

Attorney
Partner, Nozomi Sogo Attorneys at Law
Executive Governor, Japan Attorneys National Pension
Fund
Outside Director, DAI-DAN CO., LTD.

New
Independent

3

16

No.

Name (Date of birth)

Reappointment
OutsideBrief resume of 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)

Independent
1

Hidenori Sugiura(March 20, 1961)

Number of theCompany’s shares
ownedCommon shares- shares[Reason chosen as a candidate for Outside Audit & Supervisory Board Member]
Hidenori Sugiura possesses extensive experience and expertise concerning finance, including serving as auniversity professor and lecturer with expertise in finance based on his work experience in the securities andfinance industry. He was selected as a candidate for Outside Audit & Supervisory Board Member as the Company
expects that he will be able to properly execute the duties thereof.

17

No.

2

Name (Date of birth)

Brief resume of 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

New

Jan. 2020

Director of the Accounting Department of theCompany (Present post)

Kaori Terunuma(December 29, 1982)

July 2020

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

Oct. 2020

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

June 2022

Audit & Supervisory Board Member of TAIYOINK MFG. CO., LTD. (to be appointed in June
2022)

Number of theCompany’s shares
ownedCommon shares
752 shares[Reason chosen as a candidate for Audit & Supervisory Board Member]
Kaori Terunuma possesses extensive expertise and work experience concerning finance and accounting, andpossesses experience from 2020 as an auditor at an overseas subsidiary of the Company. She was selected as a
candidate for Audit & Supervisory Board Member as the Company expects that she will be able to properly executethe duties thereof.

18

No.

Name (Date of birth)

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)

New

Mar. 2013

Joined Yabuki Law Offices

Apr. 2017

Deputy Chair, Daini Tokyo Bar Association

OutsideApr. 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 (Present post)

June 2021

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

Independent
3

Brief resume of positions and important concurrent positions held

Ikumi Sato
(December 25, 1963)

Number of theCompany’s shares
ownedCommon shares- shares[Reason chosen as a candidate for Outside Audit & Supervisory Board Member]
As an attorney, Ikumi Sato 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 Audit &Supervisory Board Member as the Company expects that she will be able to properly execute the duties thereof.
Notes:
1.
Hidenori Sugiura and Ikumi Sato are candidates for Outside Audit & Supervisory Board Members.
2.
Designation of Independent Officers
At present, the Company has designated Hidenori Sugiura as an Independent Officer 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 therequirements for Independent Officers as provided for by the Tokyo Stock Exchange, Inc. If they are appointed, the Company
plans to issue notice to the Tokyo Stock Exchange, Inc. as Independent Officers.
3.
Hidenori Sugiura currently serves as Outside Audit & Supervisory Board Member of the Company. His term will be four years
as of the close of this Ordinary General Shareholders’ Meeting.
4.
There is no special interest between the Company and the candidates.
5.
At present, the Company has concluded an agreement with Hidenori Sugiura 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 he is appointed, theCompany intends to continue the agreement. If Ikumi Sato is appointed, the Company intends to conclude an agreement with
her that will limit 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 agreement provisions is as follows:- In the event that an Audit & Supervisory Board Member is liable for damages to the Company due to the neglect of duties,
the Audit & Supervisory Board Member will bear the liability, limited to the minimum amount stipulated in laws andregulations.
- The liability limitation mentioned above shall be available only if limited to instances in which the Audit & Supervisory
Board Member 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 an Audit & Supervisory Board 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 and Audit & Supervisory Board
Members (as of March 31, 2022) Note 8. Summary, etc. of Details of Board Directors and Officers Liability Insurance Policy”
on p. 44 of the Business 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 (1), paragraph (1), Item 1 of the Companies Act and the loss stipulated in Item 2 of the same
paragraph.

19

8.
9.

Kaori Terunuma is entered into Japan’s family register as Kaori Sasaki.
The “Number of the Company’s shares owned” by the candidates for Audit & Supervisory Board Member includes equity inthe stock ownership association.

Reference: Expertise and experience of Audit & Supervisory Board Members following this Ordinary General Shareholders’Meeting
Production
Corporate
Human
quality
Finance,
Position and post of responsibility in manageESG and resources
Researchaccounting
Name
the Company following this Ordinaryment
GlobalSustainamanageandandGeneral Shareholders’ Meeting
Businessbilityment anddevelopM&A
strategy
Diversity
ment

Legal
affairs
and Riskmanagement

Akihito Sakai

Outside Audit &Supervisory Board
MemberIndependent

✓

✓

✓

Hidenori Sugiura

Outside Audit &Supervisory Board
MemberIndependent

✓

✓

✓

Kaori Terunuma

Audit & Supervisory
Board Member

New

✓

✓

Ikumi Sato

Outside Audit &Supervisory Board
MemberNew
Independent

✓

✓

20

✓

✓

Proposal 5:

Revision of the Compensation System for Board Directors

As a performance-based compensation system aiming at providing motivation for enhancement of the Group’s
corporate value over the medium to long term, the Company has introduced performance cash bonus andperformance cash bonus deferral in restricted stock (hereinafter collectively referred to as “performance-based
compensation”), and has paid performance-based compensation to Executive Board Directors (those Board
Directors specified in the provisions of Article 363, paragraph (1) of the Companies Act; the same applies
hereinafter).
This proposal requests shareholders’ approval for a partial change to the content of the performance-based
compensation system, for the purpose of reducing the workload for calculating performance-based
compensation and enabling earlier settlement of accounts, in line with the growth of the scale of the Group, theintroduction of a consolidated tax payment system, etc.
If Proposal 3 “Election of Nine Directors” is approved and passed as originally proposed, the number of Board
Directors of the Company will be nine (including four Outside Board Directors), of which four will be Executive
Board Directors.
1. Details of Changes to the Performance-Based Compensation System for Board Directors
Compensation for Board Directors of the Company has in the past been approved by shareholders, andcurrently exists, as follows:
Type of compensation

Content of resolution

June 29, 2010
64th Ordinary General Shareholders’Meeting

Date of resolution

Aggregate base salary

Aggregate base salary for Board Directors of not morethan 300 million yen

June 20, 2014
68th Ordinary General Shareholders’Meeting

Performance cash bonus for Executive Board Directors
Performance cash bonus shall be a cash payment of not more than 1.6% ofconsolidated net income*1 in each fiscal year

June 19, 2021
75th Ordinary General Shareholders’Meeting

Performance cash bonus deferral in restricted stock for
Executive Board Directors shall be cash payment of not
more than 3.4% of profit attributable to owners of parent
in each fiscal year (with payment of said cash premised
Performance cash bonus
on its use as funds to acquire new common shares issued
deferral in restricted
or disposed of by the Company), and not more thanstock
200,000 shares of common stock*2 per fiscal year
(hereinafter “maximum issued number of performancebased shares”) issued or disposed of by the Company asa performance-based stock compensation.

Same as above

Restricted stockcompensation

Restricted stock compensation (monetary claims forallotment of restricted stock) of not more than 300
million yen per year, and not more than 80,000 shares ofcommon stock*2 per fiscal year (hereinafter “maximum
issued number of restricted shares”) issued or disposedof by the Company as a restricted stock compensation
systemNotes:
1. Due to the revision of accounting standards in September 2013, the amount which had heretofore been stated as “netincome” on the Consolidated Statement of Income has been changed to “profit attributable to owners of parent” from the70th fiscal year. Performance cash bonus is therefore paid based on the metric “profit attributable to owners of parent”;
however, this represents no change from the prior metric.
2. At the 75th Ordinary General Shareholders’ Meeting held on June 19, 2021, a resolution was passed to set the maximum
issued number of performance-based shares at 100,000 shares and the maximum issued number of restricted shares at
40,000 shares. Subsequently, however, these maximums have been amended to 200,000 and 80,000 shares, respectively,
due to the 2-for-1 split of common stock of the Company performed on October 1, 2021.

21

With regard to the method of calculating the performance-based compensation amount of the above
compensation for Board Directors, while maintaining a policy of calculation by the method of multiplication
by a prescribed payment rate with “profit attributable to owners of parent” as a metric, this proposal seeks
shareholders’ approval for a change to the method of calculating the amount substantially equivalent to“profit attributable to owners of parent” and, using said amount as a metric, multiplying by the prescribedpayment rate, considering the most recent three fiscal years’ averages for the effective tax rate and for profit
margin attributable to non-controlling shareholders on profit before income taxes.
The purpose of the change is to reduce the workload for calculating performance-based compensation andenable earlier settlement of accounts in line with the growth of the scale of the Group, the introduction of aconsolidated tax payment system, etc. Its purpose is not a substantial revision of the content of thecompensation system for Board Directors, policy for its determination, or the compensation structure, nor isit an increase in the maximum amount of performance-based compensation or in the number of allottedshares.
Details of the change are as follows:(1) Performance Cash Bonus
The Company may pay Executive Board Directors money not more than the amount (maximum
amount) calculated by the following method as performance cash bonus.
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%*1 Most recent three fiscal years: The three fiscal years prior to becoming eligible for payment of theperformance cash bonus*2 Effective tax rate: “Corporate tax, etc., contribution after accounting for income tax” disclosed in
the Annual Securities Report*3 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 - mostrecent three fiscal years’ average profit margin attributable to non-controlling shareholders) isrounded to the third decimal place(2) Performance Cash Bonus Deferral in Restricted Stock
The Company may pay Executive Board Directors money not more than the amount (maximum
amount) calculated by the following method as performance cash bonus deferral in restricted stock, tobe used as funds for acquisition of common stock newly issued or disposed of by the Company.
Performance cash bonus deferral in restricted stock (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
×3.4%*1 The three fiscal years prior to becoming eligible for payment of the performance cash bonus
deferral in restricted stock*2 Effective tax rate: “Corporate tax, etc. contribution after accounting for income tax” disclosed in
the Annual Securities Report*3 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 - mostrecent three fiscal years’ average profit margin attributable to non-controlling shareholders) isrounded to the third decimal place

22

The specific payment period and allocation, etc., will be left to the Board of Directors.
2. Reasons for Appropriateness of Changes to the
Performance-Based Compensation System for Board Directors
As noted in “1. Details of Changes to the Performance-Based Compensation System for Board Directors”
above, the performance-based compensation system according to this proposal does not effectively change
the existing performance-based compensation system.
The performance-based compensation system to be changed under this proposal was decided withconsideration of the business conditions of the Company, payment policy under the compensation system
for Board Directors (refer to “2. Current Status of the Company (3) Status of Corporate Officers 3)
Compensation, etc., of Board Directors and Audit and Supervisory Board Members for the Current Fiscal
Year (b) Matters Concerning the Policy for Determining the Details of Individual Board Directors’Compensation, etc.” on p. 44 of the Business Report of the Japanese original), and other circumstances, andthe Company has deemed the change to be appropriate.
Reference:
1. About the Performance-Based Compensation System for the Fiscal Year Ending March 2023
In the performance-based compensation system for the fiscal year ending March 2023 and later, in
addition to the changes under this proposal, the Company plans to change the payment rate in theformula for the total performance cash bonus (total amount paid) from 1.6% to 0.8%.
Performance cash bonus
Item

Formula for maximum
amountFormula for totalcompensation (total
amount paid)

Through the fiscal year ended March
2022

From the fiscal year ending March 2023

Profit attributable to owners of parent ×
1.6%

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-controllingshareholders)
×1.6%

Profit attributable to owners of parent ×
1.6%

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-controllingshareholders)
×0.8%

23

Performance cash bonus deferral in restricted stock
Item

Formula for maximum
amountFormula for totalcompensation (total
amount paid)

Through the fiscal year ended March
2022

From the fiscal year ending March 2023

Profit attributable to owners of parent ×
3.4%

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-controllingshareholders)
×3.4%

Profit attributable to owners of parent ×
3.4%

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-controllingshareholders)×3.4%

2. Planned Amount of Performance-Based Compensation in the Fiscal Year Ending March 2023
In the “Consolidated Financial Results for the Fiscal Year Ended March 31, 2022 <under Japanese
GAAP>” released on April 28, 2022, the consolidated financial results forecast for profit attributable toowners of parent in the 77th period (the fiscal year ending March 2023) was announced as 12,800
million yen. Profit before income taxes in the consolidated financial results forecast is 18,400 million
yen, with the planned amount of performance-based compensation in the 77th period as follows:
Planned Amount of Performance-Based Compensation

Item

Performance Cash Bonus (million yen)

Performance Cash Bonus Deferral in
Restricted Stock (million yen)

208 [204]442 [435]

Maximum amount

Total compensation (total amount
104 [102]442 [435]
paid)
Notes:
1. The maximum amount and the total compensation (total amount paid) calculated from the formula used through thefiscal year ended March 2022 are represented in brackets (with 0.8% used as the payment rate for total performance
cash bonus (total amount paid)).
2. The provisional value for the most recent three fiscal years’ average effective tax rate and the most recent three fiscal
years’ average profit margin attributable to non-controlling shareholders are as follows: The figures shown are
rounded off to the third decimal place, but rounding is not performed during the calculation process.
Fiscal year ended
Fiscal year ended
Fiscal year ended
Most recent three
Item
March 2020
March 2021
March 2022
fiscal years’ average
Effective tax rate

27.66%

28.24%

29.25%

28.38%

Profit margin
attributable to non1.06%
0.50%
1.14%
0.90%
controllingshareholders* As the effective tax rate for the fiscal year ended March 2022 has not been finalized as of this writing, it is aprovisional value calculated from profit before income taxes, total corporate taxes, etc., disclosed in the“Consolidated Financial Results for the Fiscal Year Ended March 31, 2022 <under Japanese GAAP>” released on
April 28, 2022. Final values for the fiscal year ended March 2022 are scheduled for disclosure in the Annual
Securities Report for the fiscal year ended March 2022 (76th period).

24

Proposal 6:

Revision of the Compensation Amount for Audit & Supervisory Board Members

The amount of compensation for Audit & Supervisory Board Members of the Company was resolved at the 65th
Ordinary General Shareholders’ Meeting held in 2011 to be not more than 5 million yen per month, and has
continued since as such. In consideration of subsequent changes in economic conditions and othercircumstances, the Company proposes that the compensation amount be changed to not more than 7 million yen
per month.
Of the current three Audit & Supervisory Board Members, two are Outside Audit & Supervisory Board
Members. If Proposal 4 “Election of Three Audit & Supervisory Board Members” is approved and passed asoriginally proposed, the number of Audit & Supervisory Board Members will increase by one to four, of which
three will be Outside Audit & Supervisory Board Members.

25