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

Stock Code: 4626
June 1, 2018
To Our Shareholders:Eiji Sato
President and CEO

TAIYO HOLDINGS CO., LTD.
388 Ohkura, Ranzan-machi, Hiki-gun, Saitama 355-0222, JapanNOTICE OF 72ND ORDINARY GENERAL SHAREHOLDERS’ MEETING
You are cordially invited to attend the 72nd 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 by postal mail,Internet, or other means.
Please review the attached Reference Documents for the General Shareholders’ Meeting and exercise yourvoting rights no later than 5:00 p.m. on Friday, June 22, 2018 (Japan Standard Time).
Meeting Details
1.

Date and Time:

Saturday, June 23, 2018 at 1:00 p.m.
(Please note that the meeting time differs from last year.)

2.

Venue:

Ballroom Fuji, 3F, Hotel Metropolitan Tokyo Ikebukuro
1-6-1 Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan

3.

Purpose:Items to be reported:
1. Business Report and Consolidated Financial Statements for the 72nd Period (from April 1,2017 to March 31, 2018), and results of the audit of the Consolidated Financial Statements by
the Accounting Auditor and the Board of Corporate Auditors
2. Non-Consolidated Financial Statements for the 72nd Period (from April 1, 2017 to March 31,
2018)
Items to be resolved:

4.

Proposal 1:

Appropriation of Surplus

Proposal 2:

Partial Amendment of the Articles of Incorporation

Proposal 3:

Election of Nine (9) Directors

Proposal 4:

Election of Three (3) Audit & Supervisory Board Members

Exercise of Voting Rights
Institutional investors who have requested electronic exercise of voting rights in advance may use theElectronic Voting System Platform run by Investor Communications Japan (ICJ), which wasestablished by Tokyo Stock Exchange Inc. in partnership with Broadridge Financial Solutions, Inc.

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Reference Documents for the General Shareholders’ Meeting
Proposal 1:

Appropriation of Surplus

The Company regards profit distribution to shareholders in cash as an important policy and will effectuate acontinuous, stable profit distribution at high levels. We use the dividend on equity ratio as our target index,
and aim to keep this figure at a minimum of 5% of consolidated financial results for the mid-to long-term.
In addition, the Company will mark its 65th anniversary in September 2018.
We intend to declare the following year-end dividends for the fiscal year under review: a commemorative
dividend (commemorating the Company's 65th anniversary) in addition to the ordinary dividend.
The year-end dividends for Series 1 Class A shares and Series 2 Class A shares will also be the same amountdeclared for common shares, as specified in the issuance guidelines for each class of shares.
(1) Dividend typeCash(2) Details of dividend allocation and total amount

Total dividend of 95.10 yen, comprising 65.10 yen for the ordinary dividend and 30 yen for thecommemorative dividend, both per common share
Total dividends: 2,738,931,259 yenTotal dividend of 95.10 yen, comprising 65.10 yen for the ordinary dividend and 30 yen for thecommemorative dividend, both per Series 1 Class A Company shares
Total dividends: 2,054,160 yenTotal dividend of 95.10 yen, comprising 65.10 yen for the ordinary dividend and 30 yen for thecommemorative dividend, both per Series 2 Class A Company shares
Total dividends: 4,079,790 yen(3) Effective distribution date for dividends of surplus
June 25, 2018
Annual dividends for the current term will be 160.20 yen per share, including an interim dividend of 65.10 yen
per share which has already been distributed. This is a 40.10 yen increase compared to annual dividends per sharelast term.

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Proposal 2:
1.

Partial Amendment of the Articles of Incorporation

Reason for Proposal
A new purpose has been added to Article 2 of the current Articles of Incorporation in order for theCompany and its subsidiaries to clarify the contents of business and make the leap from being acompany.

2.

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

Article 1

Proposed Amendments(Article text omitted)

Article 1(Same as current)(Purpose)
Article 2 The purpose of the Company is to hold theshares of or equity interest in companies
engaged in the following businesses and allbusinesses incidental or related to suchbusinesses to control and manage the businessactivities of such companies, and for theCompany itself to engage in the following
businesses and all businesses incidental or
related to such businesses.

(Purpose)
Article 2(Same as current)

(1)

(1)

(Same as current)

Businesses related to the development, manufacture,and sale of the following products1) through 5)(Article text omitted)(New)6) through 9)(Article text omitted)(2) through (5) (Article text omitted)
(New)

(6)

(New)
(New)
Import/Export relating to each of the above items

Articles 3 through 49 (Article text omitted)-3-1) through 5)(Same as current)
6)
Medical devices7) through 10) (Same as current)(2) through (5) (Same as current)(6) Operation of information provision services andconsulting(7) System development, operation and support(8) Worker dispatching business(9) Import/Export relating to each of the above items
Articles 3 through 49 (Same as current)Proposal 3:

Election of Nine (9) Directors

The term of all eight (8) directors will expire at the close of this ordinary general meeting ofshareholders. The Company shall increase the number of directors by one (1) director to strengthen thecorporate management structure, and requests that a total of nine (9) directors including three (3)outside directors be elected.
Each of the candidates for director has agreed to serve as a director.
The candidates for director are as follows:No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)

Reappointment
Eiji Sato(May 3, 1969)

Apr. 1992

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

Oct. 1999

Established es Networks Co., Ltd., CEO

June 2008

Director of the Company

Apr. 2010

Executive Vice President of the Company

July 2010

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

Mar. 2011

Director of es Holdings Co., Ltd. (Current es
Networks Co., Ltd.) (Present post)

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. (Current
position; plans to retire on June 20, 2018)

1
Dec. 2014

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

June 2016

President and CEO, Group President and CEO
in charge of risk management, 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.
(plans to be appointed on June 20, 2018)

Number of theCompany’s
shares owned

Common shares
54,722 shares
Series 1 Class A
Company shares
12,400 shares
Series 2 Class A
Company shares
27,700 shares[Reason chosen as a candidate for director]
Eiji Sato oversees the management of the Company’s Group and has driven the overall Group forward with hisstrong leadership. He was selected as a candidate for director because the Company wishes that he continue to play
an important role in the Company Group’s decision-making and supervision of business execution.

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No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)

Reappointment

Apr. 1985

Joined the Company

Aug. 2008

General Manager of Sales and Marketing Dept.,
the Company

Apr. 2011

Executive Officer of the Company

Apr. 2011

Chairman of the Board and General Manager of
TAIYO INK (SUZHOU) CO., LTD. (Present
post)June 2012

Takayuki Morita(January 23, 1963)

Director and Senior Executive Officer of theCompany (Present post)in charge of TAIYO INK INTERNATIONAL(HK) LIMITED2

in charge of TAIYO INK TRADING(SHENZHEN) CO., LTD.
Apr. 2013

Managing Director of TAIYO INKINTERNATIONAL (HK) LIMITED (Present
post)

Apr. 2013

Chairman of the Board and General Manager of
TAIYO INK TRADING (SHENZHEN) CO.,LTD (Present post)

Number of theCompany’s
shares owned

Common shares
8,118 shares
Series 1 Class A
Company shares
2,200 shares
Series 2 Class A
Company shares
4,900 shares[Reason chosen as a candidate for director]
Takayuki Morita has fulfilled a major responsibility as a person responsible for the Company’s Group in charge ofmajor markets, including TAIYO INK TRADING (SHENZHEN) CO., LTD. He was selected as a candidate fordirector because the Company wishes to continue to use his experience and expertise in corporate decisionmaking.

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No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1986

Joined the Company

May 1999

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

Nov. 2001

General Manager of Development Department
1, the Company

Oct. 2010

Director of TAIYO INK MFG. CO., LTD.

June 2012

Executive Vice President of TAIYO INK MFG.
CO., LTD.

Apr. 2013

Executive Managing Officer of the Company

June 2014

Director and Senior Executive Officer,
Compliance Officer of the Company (Present
post)

May 2016

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

June 2016

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

June 2016

Chairman of the Board, TAIWAN TAIYO INKCO., LTD.

June 2016

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

Apr. 2017

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

May 2017

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

Apr. 2018

Chairman of the Board and General Manager of
TAIWAN TAIYO INK CO., LTD. (Present
post)

Reappointment

3

Eiji Takehara(September 7, 1963)

Number of theCompany’s shares
ownedCommon shares
11,718 shares
Series 1 Class A
Company shares
1,300 shares
Series 2 Class A
Company shares
3,000 shares[Reason chosen as a candidate for director]
Eiji Takehara has worked on the expansion and reinforcement of the Company’s businesses in Japan. He wasselected as a candidate for director because the Company wishes to continue to use his experience and wide
reaching expertise in corporate decision-making.

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No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
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

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

Reappointment

July 2010

General Manager of International Business
Department, the Company

Hitoshi Saito(April 21, 1965)

June 2012

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

Apr. 2015

President and CEO of TAIYO INKPRODUCTS CO., LTD. (Present post)

May 2016

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

June 2016

Director of the Company

July 2016

Director and Senior Executive Officer of theCompany (Present post)

4

Number of theCompany’s shares
ownedCommon shares
5,718 shares[Reason chosen as a candidate for director]
Hitoshi Saito possesses a wealth of marketing knowledge and management experience outside of Japan and has led
a number of companies as a person responsible for the Company Group’s subsidiaries. He was selected as a
candidate for director because the Company wishes to continue to use his experience and expertise in corporate
decision-making.

No.

Reappointment
Takao Miwa
(July 27, 1957)
5

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1982

Joined Hitachi, Ltd.

Apr. 2001

General Manager of Electronic Materials
Research Department, Hitachi, Ltd.

Apr. 2006

Joined Hitachi Cable, Ltd., head of research

Apr. 2007

Head of Technical Planning Center andPlatform Technology Center, Hitachi Cable,
Ltd.

Apr. 2012

Joined the Company

Apr. 2013

General Manager of R&D Division, theCompany

Apr. 2014

Executive Managing Officer of the Company

June 2015

Chairman of the Board and Representative
Director of CHUGAI KASEI CO., LTD.
(Present post)

June 2016

Director and Executive Managing Officer incharge of R&D Division, the Company

July 2016

Director and Senior Executive Officer in chargeof R&D Division, the Company (Present post)

Number of theCompany’s shares
ownedCommon shares
5,518 shares[Reason chosen as a candidate for director]
Takao Miwa possesses a wealth of expertise and experience in the electronic materials field and since joining theCompany, he has overseen the opening up of new business fields in the research division. He was selected as a
candidate for director because the Company wishes to continue to use his experience and expertise in corporate
decision-making.

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No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1980

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

Oct. 2010

General Manager of Polymer Technical
Division 2, DIC Corporation

Apr. 2012

Executive Officer, General Manager of R&D
Management Unit, General Manager of Color
Science Laboratories, General Manager of theCentral Research Laboratories, DIC
Corporation

Jan. 2016

Managing Executive Officer in charge ofTechnical Segment, General Manager ofTechnical Management Unit, DIC Corporation

Jan. 2018

Managing Executive Officer, Head of Corporate
Strategy Unit in charge of the Kawamura
Memorial DIC Museum of Art, DIC
Corporation

Mar. 2018

Director, Managing Executive Officer, Head ofCorporate Strategy Unit in charge of the
Kawamura Memorial DIC Museum of Art, DIC
Corporation (Present post)

New

6Toshifumi Tamaki(January 30, 1956)

Number of theCompany’s shares
owned

-

[Reason chosen as a candidate for director]
Toshifumi Tamaki possesses a wealth of experience and expertise in management administration, businessexecution and research and development as a director of listed companies. He was selected as a candidate fordirector because the Company wishes to use his experience and expertise in corporate decision-making.

No.

Reappointment
OutsideIndependent
7

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)

Masayuki Hizume(March 2, 1963)

Oct. 1988

Joined Tohmatsu Awoki & Sanwa (Current
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.

Number of theCompany’s shares
ownedCommon shares
400 shares[Reason chosen as a candidate for outside director]
Masayuki Hizume possesses specialist knowledge as a certified public accountant as well as a wealth of experienceand expertise. He was selected as a candidate for outside director because the Company wishes to continue to use
his experience and expertise in corporate management.

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No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1981

Joined Dentsu, Inc.

Apr. 1989

Joined Ferag Japan Co., Ltd.

Apr. 1991

Joined Australian Trade Commission, Tokyo

Jan. 1994

Joined Becton Dickinson Co., Ltd.

Number of theCompany’s
shares owned

HR Planning & Organizational EffectivenessDirector
July 2004

Joined Human Value Co., Ltd.
Chief Researcher & Producer

Reappointment
OutsideIndependent

8

Oct. 2005

Keiko Tsuchiya(May 13, 1960)

Joined GE Toshiba Silicones Co., Ltd.
(Current Momentive Performance Materials
Japan LLC)-

General Manager, Human Resources for PacificRegionJan. 2009

Joined Cisco Systems LLC
Senior HR Manager

Feb. 2011

Joined Johnson & Johnson Medical Company
Vice President, Human Resources

Aug. 2015

Adecco Ltd. CHRO, Japan

Jan. 2016

Adecco Ltd. General Manager of People Value,
Japan (Present post)

June 2017

Outside Director of the Company (Present post)[Reason chosen as a candidate for outside director]
Keiko Tsuchiya possesses a wealth of experience and expertise in the field of human resources, including
management experience as a director of temporary employment agencies and staffing agencies. She was selected
as a candidate for outside director because the Company wishes to continue to use her expertise in our Human
Resources division and to strengthen the Company’s human resources.

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No.

New
OutsideIndependent
9

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)

Jinichiro Yamada(December 13, 1970)

Apr. 1997

Research Fellow for Young Scientists of Japan
Society of the Promotion of Science (Hokkaido
University)

Apr. 2001

Assistant Professor of Faculty of Economics,
Kagawa University

Sep. 2006

Affiliate Professor of Bordeaux Management
School (BEM), France

Apr. 2011

Associate Professor of Graduate School ofBusiness, Osaka City University

Apr. 2012

Visiting Research Officer of National Instituteof Science and Technology Policy, Ministry of
Education, Culture, Sports, Science andTechnology (Present post)

Apr. 2015

Professor of Graduate School of Business,
Osaka City University (Present post)

Number of theCompany’s shares
owned

-

[Reason chosen as a candidate for outside director]
Jinichiro Yamada possesses in-depth expertise in entrepreneurship, management strategy and organizations gained
from many years of research. He was selected as a candidate for outside director because the Company wishes touse his experience and expertise in corporate management.
Notes:
1. Neither candidate has a special vested interest in the Company.
2. If Toshifumi Tamaki is elected, the Company plans to appoint him as a non-executive director.
3.
4.

5.
6.

7.

Masayuki Hizume, Keiko Tsuchiya and Jinichiro Yamada are candidates for outside directors.
Masayuki Hizume currently serves as outside director of the Company. His term as outside director will be six (6) years as of
the close of this ordinary general meeting of shareholders. 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., the company’s consolidated subsidiary.
Keiko Tsuchiya currently serves as outside director of the Company. Her term as outside director will be one (1) year as of theclose of this ordinary general meeting of shareholders.
The Company has concluded an agreement with Masayuki Hizume and Keiko Tsuchiya limiting liability for damages set forthin Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1 of the same Act. If Toshifumi Tamaki,
Masayuki Hizume, Keiko Tsuchiya and Jinichiro Yamada are elected, the Company plans to conclude agreements with themlimiting liability for damages set forth in Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427, Paragraph 1of the same Act. A general outline of the agreement provisions is as follows: Assumption of liability for the legally mandated Minimum Liability Amount in the event the Company is found liable fordamages attributable to the neglect of duties by the director.
 Recognition of the limited liability mentioned above shall be limited to instances in which the director to whom the liability is
attributable has executed his/her duties in good faith and without gross negligence.
Masayuki Hizume and Keiko Tsuchiya meet the requirements of independent officers as stipulated by Tokyo Stock Exchange,
Inc., and the Company has reported them as an independent officer to the exchange. If both are re-elected, the Company plans
to continue to designate them as independent officers. In addition, Jinichiro Yamada satisfies the requirements of independent
director stipulated by Tokyo Stock Exchange, Inc., and the Company plans on reporting him as an independent officer to theexchange.

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Proposal 4:

Election of Three (3) Audit & Supervisory Board Members

The term of audit & supervisory board member Kiyoshi Endo will expire as of the close of thisordinary general meeting of shareholders and Haruomi Yoshimoto has stated his intention to retire asaudit & supervisory board member at the close of this ordinary general meeting of shareholders. The
Company is therefore requesting the election of three (3) audit & supervisory board members. Each
audit & supervisory board member has agreed to their appointment.
The Board of Corporate Auditors concurs with this proposal.
The candidates for audit & supervisory board member are as follows:No.

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1980

Joined Sharp Corporation

Aug. 1982

Joined the Company

Feb. 1999

General Manager of TAIYO INKINTERNATIONAL (HK) LIMITED

Apr. 2010

General Manager of Corporate Planning of theCompany

Apr. 2011

General Manager of Accounting and Finance
Department, the Company

Apr. 2012

Executive Officer of the Company

Apr. 2012Managing Director of TAIYO INK(THAILAND) CO., LTD.

Sep. 2012Managing Director, TAIYO INKINTERNATIONAL (SINGAPORE) PTE LTD

Mar. 2018

Retired from the Company

New
Masaru Oki(February 18, 1958)
1

Number of theCompany’s
shares owned

Common Shares
25,700 shares[Reason chosen as a candidate for audit & supervisory board member]
Masaru Oki has in-depth knowledge of the Company Group’s operations from many years of business experienceat the Company’s Group. In addition, he also possesses expertise concerning the laws, ordinances and regulationsof various countries based on his more than 15 years of business experience at overseas subsidiaries. He wasselected as a candidate for audit & supervisory board member because the Company determined that he will beable to carry out these duties in an appropriate manner.

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No.

2

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)
Apr. 1994

Joined Tohmatsu & Co. (Current 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, Coca-Cola (Japan) Company,
LimitedNew
OutsideIndependentOct. 2010

Manager of Commercial Finance CCL &Franchise Finance, Finance Headquarters, CocaCola (Japan) Company, Limited

Asako Aoyama(March 14, 1972)

Mar. 2011

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

July 2013

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

Jan. 2016

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

May 2017

Executive Officer, Transformation Project
Leader, Coca-Cola Bottlers Japan Inc. (Present
post)

Number of theCompany’s
shares owned-[Reason chosen as a candidate for outside audit & supervisory board member]
Asako Aoyama has a wealth of experience and expertise in finance & accounting and M&A as certified public
accountant and after serving as an executive officer of companies. She was selected as a candidate for audit &supervisory board member because the Company determined that she will be able to carry out these duties in an
appropriate manner.

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No.

New
OutsideIndependent

3

Brief resume of positions, responsibilities,
and important concurrent positions held

Name (Date of birth)

Hidenori Sugiura(March 20, 1961)

Apr. 1984

Joined The Long-Term Credit Bank of Japan,
Ltd.

July 1998

Joined UBS Trust & Banking (Japan) Ltd

July 2000

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

Oct. 2003

General Manager of Investment Banking
Division No. 4, Investment Banking 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.
(Current Markets Strategic Intelligence Dept.),
Management Planning Group, Mizuho
Securities Co., Ltd.

Apr. 2006

Associate Professor of Graduate School ofManagement, Kyoto University

Oct. 2007

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

Apr. 2008

Distinguished Professor of Graduate School ofManagement, Kyoto University

Number of theCompany’s
shares owned-[Reason chosen as a candidate for outside audit & supervisory board member]
Hidenori Sugiura has a wealth of experience and expertise in finance, including as a professor and lecturer atuniversities as a financial expert, based on his business experience in the securities and finance industries. He wasselected as a candidate for outside audit & supervisory board member because the Company determined that hewill be able to carry out these duties in an appropriate manner.
Notes:
1. Neither candidate has a special vested interest in the Company.
2.
3.

4.

Asako Aoyama and Hidenori Sugiura are candidates for outside audit & supervisory board members.
If Asako Aoyama and Hidenori Sugiura are appointed as an audit & supervisory board member, the Company intends toconclude agreements with them limiting liability for damages 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: Assumption of liability for the legally mandated Minimum Liability Amount in the event the Company is found liable fordamages attributable to the neglect of duties by the audit & supervisory board members.
 Recognition of the limited liability mentioned above shall be limited to instances in which the audit & supervisory board
members to whom the liability is attributable has executed his/her duties in good faith and without gross negligence.
Asako Aoyama and Hidenori Sugiura meet the requirements of an independent officer as stipulated by Tokyo Stock Exchange,
Inc., and the Company will report them as independent officers to the exchange.

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