Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

Securities Code: 3526
June 7, 2022
To Our Shareholders:
Shigeyuki Washine, Representative Director andPresident
Ashimori Industry Co., Ltd.
11-61, Senrioka 7-chome, Settsu, Osaka, Japan

Notice of the 122nd Annual General Meeting of Shareholders
You are hereby notified that the 122nd Annual General Meeting of Shareholders of Ashimori Industry Co., Ltd. (the“Company”) will be held as described below.
From the perspective of preventing the spread of novel coronavirus (COVID-19), we would respectfully ask allshareholders to refrain from coming to the venue of the General Shareholders Meeting on the day, review thereference documents for the Annual General Shareholders Meeting described later, and exercise voting rights bywriting (mail) or via the Internet, etc. by 5:30 p.m. on Thursday, June 23, 2022 by referring to the “Information on
how to exercise your voting rights” listed on pages 3 to 4 (in Japanese only).
1. Date and Time: Friday, June 24, 2022 at 10:00 a.m. (JST) (Reception open at 9:00 a.m.)
2. Venue:First meeting room of the main building of the Company’s Head Office & Osaka Plant
11-61, Senrioka 7-chome, Settsu, Osaka, Japan
3. Purposes
Items to be reported
1. Business Report and Consolidated Financial Statements for the 122nd term (April 1, 2021 to March 31,2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
2. Non-consolidated Financial Statements for the 122nd term (April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Nine Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member
Proposal No. 5
Election of One Substitute Audit & Supervisory Board Member When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 In accordance with laws, regulations and the provisions of Article 16 of the Articles of Incorporation of the Company, the following
matters are listed on the Company’s website (https://www.ashimori.co.jp/), so are not included in this notice of the meeting.
1)“Status of share acquisition rights, etc.” and “System for ensuring the appropriateness of business and overview of theoperational status of the system” of the Business Report
2)“Consolidated statement of changes in equity” and “Notes to consolidated financial statements” of the Consolidated
Financial Statements
3)“Statement of changes in equity” and “Notes to non-consolidated financial statements” of the Non-consolidated
Financial Statements
Of the above, (1) to (3) are part of the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit & Supervisory Board Members when preparing the audit report. Also, (2) and (3) of the above arepart of the Consolidated Financial Statements and the Non-consolidated Financial Statements audited by the accounting auditor when
preparing the accounting audit report.
 Should the Reference Documents for the General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements and the Non-consolidated Financial Statements require revisions, the revised versions will be posted on the Company’s
website (https://www.ashimori.co.jp/).

-1-Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1
Appropriation of Surplus
The Company recognizes the return of profit to shareholders as the most important matter. The Company proposes
the appropriation of surplus as follows:
Year-end dividends
Taking into account the business performance, business environment and its internal reserves, the Company proposes
to pay year-end dividends for the fiscal year as follows:(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and aggregate amount thereof
The Company proposes to pay a dividend of ¥25 per common share of the Company.
In this event, the total dividends will be ¥150,133,325.
(3) Effective date of dividends of surplus
The effective date of dividends will be June 27, 2022.

-2-

Proposal No. 2
Partial Amendments to the Articles of Incorporation
1. Reasons for the Amendment(1) Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions ofthe Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1,2022, the Company proposes to make the following changes to its Articles of Incorporation in preparation
for the introduction of the system for providing informational materials for the general meeting ofshareholders in electronic format.
1)
The first sentence of Article 16 in the proposed amendments will stipulate that the Company shalltake measures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
2)
The last sentence of Article 16 in the proposed amendments will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
3)
Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc. (Article 16 of the current Articles of Incorporation) will nolonger be required, they will be deleted.
4)
Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
(2) In addition to the above, necessary changes will be made based on the current state of our business.
2. Details of the amendments
Details of the amendments are as follows:(Underlined parts indicate the parts to be amended.)
Current Articles of Incorporation

Amendment proposal

Article 15. (Chairman of General Meeting of Shareholders)

Article 15. (Chairman of General Meeting of Shareholders)

The President shall chair general meetings of shareholders of

The President shall chair general meetings of shareholders ofthe Company.
In cases where the President is prevented from so acting,

the Company.
In cases where the President is prevented from so acting,another Representative Director who is designated inaccordance with an order of priority determined in advance byanother Director who is designated in accordance with an orderof priority determined in advance by the Board of Directors

the Board of Directors shall act as Chairperson.

shall act as Chairperson.

Article 16. (Internet Disclosure and Deemed Provision ofReference Documents of the General Meeting of(Deleted)

Shareholders, Etc.)
When the Company convenes a general meeting ofshareholders, if it discloses information that is to be stated orindicated in the reference documents of the general meeting ofshareholders, business report, financial statements and/orconsolidated financial statements through the Internet inaccordance with the provisions prescribed by the Ordinance ofthe Ministry of Justice, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)

Article 16. (Measures, etc. for Providing Information inElectronic Format)
When the Company convenes a general meeting ofshareholders, it shall take measures for providing informationthat constitutes the content of reference documents for thegeneral meeting of shareholders, etc. in electronic format.
Among items for which the measures for providing informationin electronic format will be taken, the Company may exclude allor some of those items designated by the Ministry of Justice
Order from statements in the paper-based documents to bedelivered to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-3-

Current Articles of Incorporation

Amendment proposal

Article 23. (Representative Director)

Article 23. (Representative Director)

The President shall represent the Company and supervise theThe President shall represent the Company and supervise thebusiness.
The Board of Directors may appoint, by its resolution, onebusiness.
The Board of Directors may appoint, by its resolution, one

Director to represent the Company from among the Chairman,Vice Chairman, Vice President and Senior Managing Director.

Director to represent the Company.

(Newly established)

Supplementary Provisions
1.

The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for theGeneral Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 16 (Measures, etc. for Providing
Information in Electronic Format) in the amended Articlesof Incorporation shall be effective from the date ofenforcement of the revised provisions provided for in theproviso to Article 1 of the Supplementary Provisions ofthe Act Partially Amending the Companies Act (Act No.
70 of 2019) (hereinafter referred to as the “Date ofEnforcement”).

2.

Notwithstanding the provision of the preceding
paragraph, Article 16 of the pre-amended Articles ofIncorporation shall remain effective regarding any general
meeting of shareholders held on a date within six months
from the Date of Enforcement.

3.

These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date ofEnforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-4-Proposal No. 3

Election of Nine Directors

The nine Directors of Mr. Shigeyuki Washine, Mr. Futoshi Makimoto, Mr. Takashi Dodo, Mr. Harushige Motoki, Mr.
Shuichi Toriyama, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Takashi Shigematsu and Mr. Yasushi Okada will
resign at the conclusion of this Meeting. Therefore, the Company proposes the election of nine Directors.
The election of candidates for Director was reported to the Advisory Board, the majority of whose members areindependent Outside Directors.
The candidates for Director are as follows:
CandidateNo.

12NameShigeyuki Washine

Futoshi Makimoto

Current positions and responsibilities in the GroupRe-election

Representative Director, President, Chief Executive Officer

Re-election

Director, Managing Executive Officer
Division Manager of the High Performance Products Business
DivisionDirector, Executive Officer
In charge of Personnel and General Administration Section Osaka

3Takashi Dodo

Re-election

Office, Tokyo Office, Osaka Plant and risk management, General
Manager of Personnel Department, General Manager of ComplianceDepartment , Chief Representative of Shanghai OfficeDirector, Executive Officer

4

Shuichi Toriyama

Re-election

5

Kazuyoshi Ito

New election

6

Hideaki Sekioka

Re-election(Outside)

7

Haruo Shimizu

8

Takashi Shigematsu

9

Yasushi Okada

Re-election(Outside)

Re-election(Outside)

Re-election(Outside)

In charge of Corporate Administration Section and quantitative
management, General Manager of Computer Systems Department
Executive Officer
General Manager of PALTEM Management Group , Head of Tokyo
Office, Representative Director and President of Ashimori EngineeringCo., Ltd.

Outside Director

Outside Director

Outside Director

Outside Director-5-CandidateNo.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1981
Feb. 2014

12

Number of theCompany’s shares
ownedJoined The Japan Wool Textile Co., Ltd.
Executive Officer of The Japan Wool Textile
Co., Ltd.
June 2015
Outside Director of the Company
Feb. 2016
Director and Managing Executive Officer ofShigeyuki Washine
9,200
The Japan Wool Textile Co., Ltd.
(November 12, 1956)
June 2018
Representative Director, President and Chief
Executive Officer of the Company (currentposition)
Division Manager of Automotive SafetySystems Business Division[Reasons for nomination as a candidate for Director]
Since assuming office as Representative Director, President and Chief Executive Officer in 2018, Mr. Shigeyuki
Washine has been supervising the management and making decisions on important matters appropriately through hisstrong leadership. From the appointment until March this year, he had concurrently served as Division Manager of theAutomotive Safety Systems Business Division striving to enhance the business performance by promoting
improvements in production and technology in Japan and abroad. Based on these achievements and abundant
experience, the Company judges that he is the right person to sustainably enhance the Company’s corporate value, andtherefore proposes his continued election as Director.
Aug. 1987
Joined the Company
Apr. 2011
General Manager of PALTEM Sales
Department of the Company
June 2016
President of Ashimori Engineering Co., Ltd.
June 2017
Executive Officer of the Company
Futoshi Makimoto
2,300
Nov. 2018
General Manager of PALTEM Management(January 26, 1959)
Group of the Company
June 2019
Director, Managing Executive Officer andDivision Manager of the High Performance
Products Business Division of the Company(current position)[Reasons for nomination as a candidate for Director]
Mr. Futoshi Makimoto has been supervising the management and making decisions on important matters appropriately
as Director, has been promoting expansion/re-establishment of the production system and improvement in technology,
and has been striving to enhance sales and profitability as Managing Executive Officer and Division Manager of theHigh Performance Products Business Division. Based on these achievements, the Company judges that he is the right
person to sustainably enhance the Company’s corporate value, and therefore proposes his continued election asDirector.

-6-CandidateNo.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1985
Mar. 201334

Number of theCompany’s shares
ownedJoined The Japan Wool Textile Co., Ltd.
General Manager of Administration Department
in Textile & Clothing Materials Business
Division of The Japan Wool Textile Co., Ltd.
June 2019
Director and Executive Officer of the Company(current position)
June 2020
In charge of Osaka Office, Tokyo Office andTakashi Dodo
1,400
Osaka Plant, General Manager of Compliance(August 5, 1961)
Department, Chief Representative of Shanghai
Office of the Company (current position)
June 2021
In charge of Personnel and General
Administration Section and risk management ofthe Company (current position)
Aug. 2021
General Manager of Personnel Department ofthe Company (current position)[Reasons for nomination as a candidate for Director]
Mr. Takashi Dodo had been engaged in finance and accounting at other companies for many years, and has abundant
knowledge and experience in the Administration Division. He has been supervising the management and making
decisions on important matters appropriately as Director of the Company. In addition, concurrently being in charge of
the Personnel and General Administration Section and serving as General Manager of the Compliance Department, hehas been working to improve the Personnel and General Administration Section and reinforce the compliance system.
He has been also promoting the establishment of a company-wide control system for potential management risks as heis in charge of risk management. Based on these achievements, the Company judges that he is the right person tosustainably enhance the Company’s corporate value, and therefore proposes his continued election as Director.
Apr. 1983
Joined The Japan Wool Textile Co., Ltd.
Feb. 2007
General Manager of Finance Department ofThe Japan Wool Textile Co., Ltd.
Feb. 2016
Audit and Supervisory Board Member of The
Japan Wool Textile Co., Ltd.
Shuichi Toriyama
500
June 2020
Director, Executive Officer, General Manager(January 31, 1960)
of Computer Systems Department of theCompany (current position)
June 2021
In charge of Corporate Administration Section
and quantitative management of the Company(current position)[Reasons for nomination as a candidate for Director]
Mr. Shuichi Toriyama had been engaged in planning, finance and accounting at other companies for many years, andhas abundant knowledge and experience in the Administration Division. He has been supervising the management andmaking decisions on important matters appropriately as Director of the Company. In addition, he has been working onestablishing the Group management structure and IT system of the Company by concurrently being in charge of theCorporate Administration Section and serving as General Manager of the Computer Systems Department. Moreover,taking charge of quantitative management, he has been promoting company-wide cost management and reinforcementof the management of Group companies. Based on these achievements, the Company judges that he is the right personto sustainably enhance the Company’s corporate value, and therefore proposes his continued election as Director.

-7-Candidate
No.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Mar. 1988
Apr. 2014

56

Number of theCompany’s shares
ownedJoined the Company
General Manager of PALTEM Sales
Department of the Company
June 2019
Executive Officer of the Company, General*
Manager of PALTEM Management Group ,1,100
Kazuyoshi Ito
Representative Director and President of(December 25, 1959)
Ashimori Engineering Co., Ltd. (currentposition)
June 2021
Head of Tokyo Branch of the Company (currentposition)[Reasons for nomination as a candidate for Director]
Mr. Kazuyoshi Ito has been supporting the Division Manager of the High Performance Products Business Division as
Executive Officer, and has been striving to enhance the production and sales system and improve technology in the areaof pipeline rehabilitation as General Manager of PALTEM Management Group and Representative Director andPresident of Ashimori Engineering Co., Ltd., which is our group company. Based on these achievements, the Company
judges that he is the right person to sustainably enhance the Company’s corporate value, and therefore proposes hiselection as new Director.
Apr. 1976Joined Agricultural Structure Improvement
Bureau of Ministry of Agriculture and Forestry(now Ministry of Agriculture, Forestry andFisheries (MAFF))
July 2007
Director of Chugoku-Shikoku Regional
Agricultural Administration Office of MAFF
May 2009
Executive Director of Advice Center for Rural
Hideaki Sekioka
Environment Support0(February 12, 1953)
May 2011
Executive Director of Japan Association of
Rural Solutions for Environmental
Conservation and Resource Recycling
Dec. 2013
Officer/Vice President of Sanyu Consultants
Inc.
June 2018
Outside Director of the Company (currentposition)[Reasons for nomination as a candidate for Outside Director and his expected roles]Mr. Hideaki Sekioka had been engaged in administration in the Ministry of Agriculture, Forestry and Fisheries and themanagement of other companies, has abundant experience and broad knowledge, and has been supervising the Board ofDirectors from an independent standpoint. In addition, he has been actively involved in strengthening the independence
and objectivity of procedures regarding the nomination and remuneration of officers and improving corporate
governance as Chairman of the Advisory Board, which is an advisory body of the Board of Directors and theRepresentative Director. Based on these achievements, the Company expects him to strengthen the decision-making andsupervisory functions of the Board of Directors, and therefore proposes his continued election as Outside Director.

-8-Candidate
No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Feb. 1970

78

Number of theCompany’s shares
ownedJoined Daikin Manufacturing Co., Ltd. (nowExedy Corporation)
June 2006
President & CEO of Exedy Corporation
Apr. 2015
Chairman of Exedy Corporation
June 2016
Advisor of Exedy Corporation
Haruo Shimizu
0June 2019
Outside Director of the Company (current(January 7, 1947)
position)(Significant concurrent positions outside the Company)
Outside Director (Audit & Supervisory Committee Member) ofBando Chemical Industries, Ltd.
Outside Director of Suminoe Textile Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Haruo Shimizu had been engaged in the management of Exedy Corporation for many years, has abundant
experience and broad knowledge, and has been providing appropriate advice and supervised the Board of Directors
from an independent standpoint. In addition, he has been actively involved in strengthening the independence andobjectivity of procedures regarding the nomination and remuneration of officers and improving corporate governance asa member of the Advisory Board, which is an advisory body of the Board of Directors and the Representative Director.
Based on these achievements, the Company expects him to strengthen the decision-making and supervisory functions ofthe Board of Directors, and therefore proposes his continued election as Outside Director.
Apr. 1975
Joined Toyota Motor Co., Ltd. (now Toyota
Motor Corporation)
June 2004
Managing Officer of Toyota Motor Corporation
June 2005
Outside Director of Fujitsu Ten Limited (nowDENSO TEN Limited)
June 2010
President and Representative Director of
Fujitsu Ten Limited (now DENSO TENLimited)
Takashi Shigematsu
0June 2014
Chairman and Representative Director of(November 3, 1949)
Fujitsu Ten Limited (now DENSO TENLimited)
June 2019
Outside Director of the Company (currentposition)(Significant concurrent positions outside the Company)
Outside Director (Audit & Supervisory Committee Member) of
Bando Chemical Industries, Ltd.
Outside Director of Murata Manufacturing Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Takashi Shigematsu has abundant experience and broad knowledge as a manager in the manufacturing industry,
especially the automotive industry, and has been supervising the Board of Directors from an independent standpoint byutilizing his expertise in the industry. In addition, he has been actively involved in strengthening the independence andobjectivity of procedures regarding the nomination and remuneration of officers and improving corporate governance asa member of the Advisory Board, which is an advisory body of the Board of Directors and the Representative Director.
Based on these achievements, the Company expects him to sustainably enhance the Company’s corporate value andreinforcement of the management supervision function, and therefore proposes his continued election as OutsideDirector.

-9-CandidateNo.

Name(Date of birth)

Career summary, positions and responsibilities in the Company(Significant concurrent positions outside the Company)
Apr. 1993
June 2016

9Notes:

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined Toyoda Gosei Co., Ltd.
General Manager of Safety System Planning
Department of Toyoda Gosei Co., Ltd.
Jan. 2020
General Manager of Safety System TechnologyDepartment of Toyoda Gosei Co., Ltd.
June 2020
Deputy Director of Product Development
Center of Toyoda Gosei Co., Ltd.
Yasushi Okada
0June 2021
Outside Director of the Company (current(July 26, 1968)position)
Jan .2022
Deputy Head of SS Business Area of theAutomotive Business Division of Toyoda Gosei
Co., Ltd. (current position)(Significant concurrent positions outside the Company)
Deputy Head of SS Business Area of the Automotive Business
Division of Toyoda Gosei Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and his expected roles]
Mr. Yasushi Okada has been serving as Deputy Head of the SS Business Area of the Automotive Business Division ofToyoda Gosei Co., Ltd., and is well versed in the domain of automotive parts, particularly the safety system area. Hehas been supervising the Board of Directors and giving advice on our automotive safety systems business. He has notbeen involved in the management of a company except as an outside director. However, based on these achievements,
the Company expects him to strengthen the decision-making and supervisory functions of the Board of Directors, andtherefore proposes his continued election as Outside Director.
New candidates are indicated by an asterisk (*).
There is no special interest between any of the candidates and the Company.
Four people, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Takashi Shigematsu and Mr. Yasushi Okada, are candidates
for Outside Director.
Four people, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Takashi Shigematsu and Mr. Yasushi Okada, are currently
Outside Directors of the Company, and at the conclusion of this Meeting, the terms of office as Outside Directors will beas follows:
Mr. Hideaki Sekioka: 4 years, Mr. Haruo Shimizu: 3 years, Mr. Takashi Shigematsu: 3 years and Mr. Yasushi Okada:
1 yearPursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreementswith four people, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Takashi Shigematsu and Mr. Yasushi Okada, to limit their
liability for damages under Article 423, paragraph (1) of the same Act. The limit of liability for damages under suchagreements is the minimum liability amount prescribed in Article 425, paragraph (1) of the Companies Act. If the reelection of four candidates, Mr. Hideaki Sekioka, Mr. Haruo Shimizu, Mr. Takashi Shigematsu and Mr. Yasushi Okada, isapproved, the Company plans to renew these agreements with each of them.
The Company has registered three people, Mr. Hideaki Sekioka, Mr. Haruo Shimizu and Mr. Takashi Shigematsu, asindependent officers as provided for by the Tokyo Stock Exchange. If the re-election of three candidates, Mr. Hideaki
Sekioka, Mr. Haruo Shimizu and Mr. Takashi Shigematsu, is approved, the Company plans to continue designating themas independent officers.
Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18) (in Japanese only). If the election of the candidates for Director is approved,
they will be also covered by the insurance policy.

- 10 -

Proposal No. 4

Election of One Audit & Supervisory Board Member

The term of office of Shoji Kitabatake will expire at the conclusion of this meeting. Therefore, the Company proposes
the election of one new Audit & Supervisory Board Member.
The term of office of the Audit & Supervisory Board Member to be elected will be until the conclusion of the Annual
General Meeting of Shareholders for the fiscal year ending March 31, 2026.
Prior consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and positions in the Company(Significant concurrent positions outside the Company)
Apr. 1990
Mar. 2005
Dec. 2010

Number of theCompany’s shares
ownedJoined Ministry of Foreign Affairs
Retired from Ministry of Foreign Affairs
Masami Oishi
Registered as a lawyer0(August 27, 1966)
Joined Osaka International Law Offices (current position)(Significant concurrent positions outside the Company)
Lawyer of Osaka International Law Offices[Reasons for nomination as a candidate for outside Audit & Supervisory Board Member]
Ms. Masami Oishi has not been directly involved in the management of a company. However, she is well versed particularly incorporate law as a lawyer, and based on her expertise and broad experience domestically and internationally, the Company judgesthat she will appropriately fulfill her duties as an Outside Audit & Supervisory Board Member, and therefore proposes her election
as a new outside Audit & Supervisory Board Member.
Notes: 1. Ms. Masami Oishi is a new candidate.
2. There is no special interest between the candidate and the Company.
3. Ms. Masami Oishi is a candidate for outside Audit & Supervisory Board Member who satisfies the requirements for anOutside Audit & Supervisory Board Member.
4. If Ms. Masami Oishi assumes the office of Audit & Supervisory Board Member, the Company plans, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, to enter into an agreement with her to limit her liability fordamages under Article 423, paragraph (1) of the same Act. The limit of liability for damages under such agreement is theminimum liability amount prescribed in Article 425, paragraph (1) of the Companies Act.
5. If Ms. Masami Oishi assumes the office of Audit & Supervisory Board Member, the Company plans to designate her asan independent officer as provided for by the Tokyo Stock Exchange.
6. Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18). If the election of the candidate for Audit & Supervisory Board Member
is approved, she will be also covered by the insurance policy.

- 11 -

[Reference] Officers’ skill matrix after the conclusion of the General Meeting of Shareholders
If proposals 3 and 4 are approved as they are, the officers’ skill matrix will be as follows:
Corporate

Legal affairs

management

Compliance

Humanresources

Finance

Manufacturing

Accounting

TechnologyPosition

Name

Director

Shigeyuki Washine〇〇

Director

Futoshi Makimoto〇〇

Director

Takashi Dodo

Director

Shuichi Toriyama〇

Director

Kazuyoshi Ito〇〇

Hideaki Sekioka〇〇

Haruo Shimizu〇

Takashi Shigematsu〇

Director(Outside)
Director(Outside)
Director(Outside)
Director(Outside)
Audit &Supervisory

〇

Labor
management〇

Global〇〇〇〇〇〇〇〇

Yasushi Okada〇

Hiroyuki Sakuragi〇〇

Board Member
Audit &Supervisory
Board Member

Shunji Nishida〇〇〇(Outside)
Audit &Supervisory〇
Masami Oishi
Board Member(Outside)Note:
The table above does not necessarily indicate all knowledge and experience that each person has.

- 12 -〇

Proposal No. 5

Election of One Substitute Audit & Supervisory Board Member

The effectiveness of the election of a substitute Audit & Supervisory Board Member, Mr. Takeo Morisawa, who waselected at the 121st Annual General Meeting of Shareholders on June 25, 2021, will expire at the commencement ofMeeting. Therefore, the Company proposes the election of one substitute Audit & Supervisory Board Member to beready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number
required by laws and regulations pursuant to the provisions of Article 329, paragraph (3) of the Companies Act.
In addition, prior consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary and positions in the Company(Significant concurrent positions outside the Company)
Apr. 1989

Number of theCompany’s shares
ownedRegistered as a lawyer
Joined Kyowa-sogo Law OfficeApr. 1995
Established Takeo Morisawa Law Office (current position)
Takeo Morisawa0(August 27, 1961)(Significant concurrent positions outside the Company)
Lawyer of Takeo Morisawa Law OfficeOutside Director of Onamba Co., Ltd.
[Reasons for nomination as a candidate for substitute Outside Audit & Supervisory Board Member]
Mr. Takeo Morisawa has not been directly involved in the management of a company. However, based on his expertise and broadexperience as a lawyer, the Company judges that he will appropriately fulfill his duties as an Outside Audit & Supervisory BoardMember, and therefore proposes his continued election as a substitute Outside Audit & Supervisory Board Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. Mr. Takeo Morisawa is a candidate for substitute Outside Audit & Supervisory Board Member who satisfies therequirements for an Outside Audit & Supervisory Board Member.
3. If Mr. Takeo Morisawa assumes the office of Audit & Supervisory Board Member, the Company plans, pursuant to theprovisions of Article 427, paragraph (1) of the Companies Act, to enter into an agreement with him to limit his liability
for damages under Article 423, paragraph (1) of the same Act. The limit of liability for damages under such agreement is
the minimum liability amount prescribed in Article 425, paragraph (1) of the Companies Act.
4. If Mr. Takeo Morisawa assumes the office of Audit & Supervisory Board Member, the Company plans to designate him
as an independent officer as provided for by the Tokyo Stock Exchange.
5. Pursuant to the provisions of Article 430-3, paragraph (1) of the Companies Act, the Company has entered officers’ anddirectors’ liability insurance with an insurance company and an overview of the content of the insurance policy is listed
in the Business Report (please refer to page 18). If Mr. Takeo Morisawa assumes the office of Audit & Supervisory Board
Member, he will be also covered by the insurance policy.

- 13 -