Note: This document is a partial translation of the Japanese original for reference
purposes only. In the event of any discrepancy between this translated document and
the Japanese original, the original shall prevail.
Stock Exchange Code: 3105
March 8, 2024
(Electronic Provision Measures Commencement Date: March 1, 2024)

Dear Shareholders:Nisshinbo Holdings Inc.

2-31-11, Nihonbashi Ningyo-cho, Chuo-ku, Tokyo

Masahiro Murakami
President and Director

Notice of Convocation of
The 181st Ordinary General Meeting of Shareholders
We would like to express our deepest sympathies to all those suffered from the 2024 Noto
Peninsula Earthquake.
You are cordially invited to the 181st Ordinary General Meeting of Shareholders of
Nisshinbo Holdings Inc. (the “Company”).
If you are unable to attend the meeting in person, you may exercise your voting
rights in advance either by mail or via the Internet. The Company respectfully requests
you to study the “Reference Document Concerning the General Meeting of
Shareholders” below and exercise your voting rights on or before 5:00 p.m. (JST)March 27, 2024 (Wednesday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval ordisapproval to the items on the agenda, and return the form to be received by the Company bymail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda on or
before the time limit stated above upon making reference to “Information for exercising voting
rights by the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:Thursday, March 28, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.)

2.

Place of the Meeting:
Ariake Room, 2nd Floor, Royal Park Hotel
2-1-1 Nihonbashi Kakigara-cho, Chuo-ku, Tokyo, Japan1

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements for the
181st Fiscal Year (from January 1, 2023 to December 31, 2023) and the Resultson the Audits of Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 181st Fiscal Year
(January 1, 2023 to December 31, 2023).
Matters to be Resolved:

4.

First Item of Business:

Election of Ten (10) Directors

Second Item of Business:

Election of One (1) Audit & Supervisory
Board Member

Third Item of Business:

Election of One (1) Substitute Audit &Supervisory Board Member

Matters related to Exercise of Voting Rights:(1)

If there is no indication of approval or disapproval for the proposals on the
returned voting form, it will be treated as an indication of approval.
(2) In the event that a shareholder exercises voting rights both by return mail (Voting
Rights Exercise Form) and via the Internet, the Company will consider the
exercise of voting rights via the Internet to be valid.
(3) In the event that a shareholder exercises voting rights via the Internet more thanonce, the Company will consider the last exercise of voting rights to be valid.
(4) In the event that a shareholder exercises voting rights through an agent, the agent
shall be a shareholder having a voting right. Furthermore, a document verifying
the power of attorney shall be submitted to the Company.
5.

Matters related to Measures for Electronic Provision
The Company has taken measures for electronic provision to convene this General
Meeting of Shareholders. The information which is the content of Reference
Document Concerning the General Meeting of Shareholders (the Electronic Provision
Measures Matters) is stated in “181st (from January 1, 2023 to December 31, 2023)”
of “General Meeting of Shareholders” on the Company website.
Website of the Company
https://www.nisshinbo.co.jp/ir/stock/meeting.html
In addition to the above, the Electronic Provision Measures Matters are available at“Listed Company Search” on the website of the Tokyo Stock Exchange, Inc.
Website of the Tokyo Stock Exchange, Inc.
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show*You can find the relevant information by inputting either Nisshinbo in “Issue
name’ or “3105” in “Code” and then by clicking “Basic information”,“Documents for public inspection/PR information” and “Notice of General
Shareholders Meeting/Informational Materials for a General Shareholders
Meeting (Click here for access).”2

------------------------------------------------------------------------------------- The following matters out of the Electronic Provision Measures Matters are notstated in the document that will be issued to shareholders who requested theissuance of such a document (the Document) pursuant to the relevant laws andregulations as well as the provisions of the Article 14 of the Articles ofIncorporation of the Company.
 “Major offices,” “Principal lenders and the amount of borrowings,” “Other
important matters regarding the current status of the Company group,” “Statusof the stock acquisition rights,” “Status of the outside officers,” “Status of theaccounting auditors,” “Structure to ensure appropriate business operations andoperating status of said structure,” and “Basic policy regarding control of thecompany” of the Business Report, “Consolidated statements of changes in net
assets” and “Notes to consolidated financial statements” of the Consolidated
Financial Statements, and “Non-consolidated statements of changes in net
assets” and “notes to non-consolidated financial statements” of the Nonconsolidated Financial Statements.
*The Document has been sent to all shareholders for this General Meeting.
*Please also refer to the website below about the content of the Electronic
Provision System.
https://www.tr.mufg.jp/daikou/denshi.html
 If there is any amendment to the contents of the Electronic Provision Measures
Matters, the Company will announce such amendment on the Company website
and the website of the Tokyo Stock Exchange, Inc. as referred to in the above “5.
Matters related to Measures for Electronic Provision.”[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
First Item of Business: Election of Ten (10) Directors
The term of office of all of the Eleven (11) Directors will expire at the conclusion of this
General Meeting.
Accordingly, the Company would like to propose the election of Ten (10) Directors(including Five (5) Outside Directors).
The candidates are as follows:
No.
1
2
3
4
5
6
7
8
9
10

Name
Masahiro Murakami

Attribute ofCandidate of Director
Re-Nominated100.0%(All 17 meetings)

Representative Director and Senior Executive
Managing Officer

100.0%(All 17 meetings)

Director and Executive Managing Officer

100.0%(All 17 meetings)

Director and Managing Officer
Deputy Chief of Corporate Strategy Center

100.0%(All 17 meetings)

Director and Managing Officer
Senior Manager of Finance, Accounting & IT
Service Department of Corporate Strategy Center

100.0%(All 17 meetings)

Director

100.0%(All 17 meetings)

Director

100.0%(All 17 meetings)

Re-NominatedOutside Director
Independent Director

Director

100.0%(All 17 meetings)

Re-NominatedOutside Director
Independent Director

Director

100.0%(All 14 meetings*)

Director

100.0%(All 14 meetings*)

Re-Nominated(Male)
Re-NominatedSatoru Taji
(Male)

Re-NominatedYasuji Ishii(Male)
Shuji Tsukatani

Re-Nominated(Male)
Keiji Taga
(Male)
Hiroaki Yagi
(Male)
Naoko Tani
(Female)Richard Dyck
(Male)
Yuki Ikuno(Female)Independent Director

Attendance at theBoard of Directors’
meetings

President and Representative Director(Male)
Takeshi Koarai

Current Positions and Responsibilities at theCompany

Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director

Re-NominatedOutside Director
Independent Director

Director designated as Independent Officer and filed with the stock exchange* After assumption of office as a Director in March 2023

4

Re-Nominated1

Masahiro Murakami (Male) (Date of birth: September 7, 1958 Age: 65)


Brief personal profile, title and responsibilities
April 1982

Joined the Company

April 2008

Managing Officer, Senior Manager of Corporate Governance Department ofCorporate Strategy Center, Senior Manager of Human Resources & Administration
Service Department of Business Support Center (served concurrently) and General
Manager of Property Management Department of the Company (served
concurrently)
Deputy Chief of Business Support Center (served concurrently), Senior Manager ofCorporate Strategy Department of Corporate Strategy Center (served concurrently)
and Senior Manager of Finance, Accounting & IT Service Department of BusinessSupport Center of the Company (served concurrently)
Director, Managing Officer and Chief of Business Support Center of the Company(served concurrently)

April 2009
 Number of Years on
Board of Directors
13 years and 9 months(after this AGM)

June 2010 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Number ofCompany’s shares
held
85,620 shares

January 2012

Responsible for Property Management Department of the Company (served
concurrently)

June 2012
June 2014

Director, Executive Managing Officer and Deputy Chief of Corporate Strategy
Center of the Company (served concurrently)
Chief of Corporate Strategy Center of the Company (served concurrently)

June 2015
June 2016
June 2018

Director and Senior Executive Managing Officer of the Company
Representative Director and Senior Executive Managing Officer of the Company
Vice President and Representative Director of the Company

March 2019

President and Representative Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
None
Reason for election of candidate for Director and outline of expected role
After his assumption of office as Director of the Company in June 2010, Mr. Masahiro Murakami held
key senior positions as Chief of Business Support Center, Chief of Corporate Strategy Center, etc.
Since March 2019, he has served as President and Representative Director of the Company andmanaged the Company and the Group. The Company has judged that he would be fully able toperform his duties as Director in light of his substantial perception and performance, and highexpertise regarding business of the Group. Accordingly, he has been proposed as a candidate.

5

Re-Nominated2

Takeshi Koarai (Male) (Date of birth: April 5, 1959 Age:64) Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)

Brief personal profile, title and responsibilities
April 1982

Joined Japan Radio Co., Ltd.

April 2010

General Manager of Technical Development Department of Research andDevelopment Headquarters of Japan Radio Co., Ltd.

April 2011

Director of Laboratory of Research and Development Headquarters of Japan Radio
Co., Ltd.

April 2012

Executive Officer and General Manager of Research and Development Headquartersof Japan Radio Co., Ltd.

June 2012

Director of Laboratory of Japan Radio Co., Ltd.

April 2017
June 2017

Deputy General Manager of Technical Headquarters of Japan Radio Co., Ltd.
Director, Executive Officer, General Manager of Technical Headquarters, andExecutive of Research and Development of Japan Radio Co., Ltd. (served
concurrently)

April 2019

General Manager of Technical Development Headquarters, and Executive of
Business Creation of Japan Radio Co., Ltd. (served concurrently)

March 2020
March 2021
March 2022

 Number ofCompany’s shares
held
11,523 shares

Representative Director and President of Japan Radio Co., Ltd. (to the present)
Director and Senior Executive Managing Officer of the Company
Representative Director and Senior Executive Managing Officer of the Company(served concurrently, to the present)
Significant concurrent positions at companies other than the Company
Representative Director and President of Japan Radio Co., Ltd.
Reason for election of candidate for Director and outline of expected role
Since June 2017, Mr. Takeshi Koarai has served as Director of Japan Radio Co., Ltd. Since March
2020, he has served as President and Representative Director of Japan Radio Co., Ltd. and assumed
office as Director of the Company in March 2021 and as Representative Director of the Company inMarch 2022. The Company has judged that he would be fully able to perform his duties as Director inlight of his management experience and performance in the wireless and communication business, andsubstantial perception and high expertise regarding technology, research and development.
Accordingly, he has been proposed as a candidate.

6

Re-Nominated3

Satoru Taji (Male) (Date of birth: December 12, 1957 Age:66)








 Number of Years on
Board of Directors
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Number ofCompany’s shares
held
8,730 shares

Brief personal profile, title and responsibilities
April 1981

Joined Ricoh Company, Ltd.

April 2008

General Manager, Imaging System LSI Development Center of Ricoh Company,
Ltd.

April 2014

Corporate Associate Advisory Officer and Deputy General Manager, Electronic
Devices Division of Ricoh Company, Ltd. (served concurrently)

October 2014
April 2015

Director of Ricoh Electronic Devices Co., Ltd.
Group Executive Officer of Ricoh Company, Ltd.
Representative Director, President of Ricoh Electronic Devices Co., Ltd.

June 2018
March 2021

Director of New Japan Radio Co., Ltd. (currently Nisshinbo Micro Devices Inc.)
Managing Officer of the Company

January 2022

Executive Managing Officer of the Company
Representative Director, President of Nisshinbo Micro Devices Inc. (to the present)

March 2022

Director and Executive Managing Officer of the Company (served concurrently, tothe present)
Significant concurrent positions at companies other than the Company
Chairperson and Director of Nisshinbo Micro Devices Inc. (to be assumed in late March 2024)
Reason for election of candidate for Director and outline of expected role
Mr. Satoru Taji served as Representative Director, President of Ricoh Electronic Devices Co., Ltd.,
from April 2015 and assumed the office of Representative Director, President of Nisshinbo Micro
Devices Inc., which is the new company established through the merger of New Japan Radio Co., Ltd.,and Ricoh Electronic Devices Co., Ltd., in January 2022. He also assumed the office of Director of theCompany in March 2022. The Company has judged that he would be fully able to perform his duties
as Director in light of his management experience and performance in the Microdevices business, andhigh expertise regarding technology, research and development. Accordingly, he has been proposed asa candidate.

7

Re-Nominated4

Yasuji Ishii (Male) (Date of birth: December 25, 1964 Age:59) Number of Years on
Board of Directors
5 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Number ofCompany’s shares
held
20,055 shares

Brief personal profile, title and responsibilities
April 1988

Joined the Company

April 2011

Managing Officer and General Manager of Production of Friction Materials Divisionof Nisshinbo Brake Inc.

April 2013

Executive Managing Officer, Senior Manager of Strategy Office, General Manager
of Product Division (served concurrently) and Engineering Division of Nisshinbo
Brake Inc. (served concurrently)

June 2013

Director and Executive Managing Officer of Nisshinbo Brake Inc.

January 2015

Senior Manager of Brake R&D Division of Nisshinbo Brake Inc.

April 2015
June 2015

Vice President and Director of Nisshinbo Brake Inc.
Managing Officer of the Company

June 2017
March 2019
March 2023

President and Representative Director of Nisshinbo Brake Inc.
Director and Managing Officer of the Company (to the present)
Deputy Chief of Corporate Strategy Center of the Company (to the present)
Chairperson and Director of Nisshinbo Brake Inc. (served concurrently, to thepresent)Significant concurrent positions at companies other than the Company
Chairperson and Director of Nisshinbo Brake Inc. (to resign in late March 2024)

Reason for election of candidate for Director and outline of expected role
Since June 2017, Mr. Yasuji Ishii has served as President and Representative Director of Nisshinbo
Brake Inc. Since March 2019, he also has served as Director of the Company and is concurrently in aposition of Deputy Chief of Corporate Strategy Center of the Company and Chairperson and Directorof Nisshinbo Brake Inc. The Company has judged that he would be fully able to perform his duties as
Director in light of his management experience and performance in the brakes business, andsubstantial perception and high expertise in production and technology. Accordingly, he has been
proposed as a candidate.

8

Re-Nominated5

Shuji Tsukatani (Male) (Date of birth: September 6, 1962 Age:61) Number of Years on
Board of Directors
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100%(All 17 meetings)
 Number ofCompany’s shares
held
21,255 shares

Brief personal profile, title and responsibilities
April 1986

Joined the Company

January 2014

Senior Manager of Finance and Accounting Group of Finance, Accounting & IT
Service Department of Business Support Center of the Company

June 2015

Senior Manager of Finance, Accounting & IT Service Department of BusinessSupport Center of the Company

April 2018
March 2020

Managing Officer of the Company
Director and Managing Officer of the Company (to the present)

April 2020Senior Manager of Finance, Accounting & IT Service Department of Corporate
Strategy Center of the Company (to the present)
Significant concurrent positions at companies other than the Company
None
Reason for election of candidate for Director and outline of expected role
Since June 2015, Mr. Shuji Tsukatani has served as Senior Manager of Finance, Accounting & IT
Service Department. Since March 2020, he also has served as Director of the Company. The Company
has judged that he would be fully able to perform his duties as Director in light of his management
experience, substantial perception and business experience, and high expertise for finance andaccounting. Accordingly, he has been proposed as a candidate.

9

Re-Nominated6

Keiji Taga (Male) (Date of birth: July 25, 1950 Age:73)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1973

Joined Japan Development Bank (currently Development Bank of Japan Inc.)

October 1999

General Manager of Urban Development Department of Development Bank of Japan
Inc.

June 2002
June 2004
October 2008

General Manager of General Affairs Department of Development Bank of Japan Inc.
Executive Director of Development Bank of Japan Inc.
Director and Executive Managing Officer of Development Bank of Japan Inc.

June 2009
 Number of Years on
Board of Directors
5 years(after this AGM)

Vice President and Representative Director of Tokyo Ryutsu Center Inc.
President and Representative Director of TRC Service Co., Ltd.

June 2013

President and Representative Director of Tokyo Ryutsu Center Inc.
Director of TRC Service Co., Ltd.

 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)

June 2017
June 2018
March 2019

Chairman and Director of DBJ Asset Management Co., Ltd.
Adviser to DBJ Asset Management Co., Ltd.
Outside Director of the Company (to the present) Number ofCompany’s sharesheld
0 shares

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Outside Director and outline of expected role
Mr. Keiji Taga has engaged in corporate management as a director of Development Bank of Japan Inc.
and president and representative director of Tokyo Ryutsu Center Inc. The Company has appointed
him as a candidate for Outside Director in the expectation that he would be able to utilize his
substantial work experience and management experience of government-affiliated financial
institutions, and management performance and high expertise of business companies in the supervisionof the management of the Group from an independent standpoint.

10

Re-Nominated7

Hiroaki Yagi (Male) (Date of birth: June 9, 1956 Age:67)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1981

Appointed as Public Prosecutor

January 2007
Special Investigation Director of Tokyo District Court Public Prosecutors Office
December 2015 Chief Prosecutor of Tokyo District Court Public Prosecutors Office
September 2016 Deputy Prosecutor-General of Supreme Public Prosecutors Office
July 2018
March 2019
June 2019

 Number of Years on
Board of Directors
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Number ofCompany’s sharesheld
0 shares

Superintending Prosecutor of Tokyo High Public Prosecutors Office
Registered as attorney-at-law (to the present)President of Japan International Training Cooperation Organization (JITCO)(currently Japan International Trainee & Skilled Worker Cooperation Organization)(to the present)
March 2020
Outside Director of the Company (to the present)
Significant concurrent positions at companies other than the Company
President of Japan International Trainee & Skilled Worker Cooperation Organization (JITCO)
Reason for election of candidate for Outside Director and outline of expected role
Mr. Hiroaki Yagi held important positions of Tokyo High Public Prosecutors Office etc. as publicprosecutor. After retirement, he serves as attorney-at-law and also as president of Japan International
Trainee & Skilled Worker Cooperation Organization. The Company has appointed him as a candidate
for Outside Director in the expectation that he would be able to utilize his professional knowledge
about laws, and substantial experience and high expertise of the legal profession in the supervision of
the management of the Group from an independent standpoint.

11

Re-Nominated8

Naoko Tani (Female) (Date of birth: January 4, 1955 Age:69)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1978

Joined Suntory Limited

June 1980
Joined Marcom International Inc.
September 1985 Joined SEMI Japan
April 2001

Joined Semiconductor Portal, Inc.
Director of Semiconductor Portal, Inc.
November 2002 Representative Director of Semiconductor Portal, Inc.
 Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Number ofCompany’s sharesheld
0 shares

June 2007
March 2021
President and Representative Director of Semiconductor Portal, Inc. (to the present)
Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
President and Representative Director of Semiconductor Portal, Inc.
Reason for election of candidate for Outside Director and outline of expected role
Ms. Naoko Tani had been engaged in marketing and technical research, and planning and managementof academic societies and exhibitions of the semiconductor industry for a long time, and serves as
President and Representative Director of Semiconductor Portal, Inc. The Company has appointed her
as a candidate for Outside Director in the expectation that she would be able to utilize her management
experience of Semiconductor Portal, Inc., and professional knowledge and high expertise regarding thesemiconductor industry in the supervision of the management of the Group from an independent
standpoint.

12

Re-Nominated9

Richard Dyck (Male) (Date of birth: April 16, 1945 Age:78)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
June 1975

Assistant Professor at Harvard University

September 1976 Assistant Professor at The Ohio State University
December 1976 Chief of Tokyo Representative Office of Government of U.S. State of Ohio
August 1978

North Pacific Sales Manager of Special Material Business Unit of General ElectricJapan Ltd.
December 1982 Representative Director of Teradyne K.K.
September 1988 Vice President of Teradyne, Inc.
March 1999
Representative Director of TCS Japan K.K.

 Number of Years on
Board of Directors
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 14 meetings*)
After assumption of
office as a Director in
March 2023
 Number ofCompany’s shares
held
700 shares

September 2008 Chairman and Director of Alphana Technology Co., Ltd.



February 2009
January 2010

Representative Director of TGK K.K. (to the present)
Director of Mattson Technology, Inc.

March 2013

Representative Director of Levitronix Japan K.K.

March 2023
Outside Director of the Company (to the present)
Significant concurrent positions at companies other than the Company
Representative Director of TGK K.K., Outside Director of Semiconductor Portal, Inc., and Outside
Director of Japan Industrial Partners, Inc.
Reason for election of candidate for Outside Director and outline of expected role
Mr. Richard Dyck has served as a representative director of semiconductor-related companies in boththe U.S. and Japan and as an outside director of listed companies in Japan. He currently serves as
Representative Director of TGK K.K. and as an outside director of several other companies. The
Company has appointed him as a candidate for Outside Director in the expectation that he would be
able to utilize his extensive management experience, deep insights into the capital markets andcorporate governance, and expertise and highly advanced knowledge about the domestic and overseas
semiconductor industry in the supervision of the management of the Group from an independent
standpoint.

13

Re-Nominated10

Yuki Ikuno (Female) (Date of birth: October 6, 1963 Age:60)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1986

Joined Salomon Brothers Asia Limited

September 1994 Joined Bankers Trust Asia Limited
January 1996
Managing Director, Bankers Trust Asia Limited
July 1999
May 2007
May 2020

Hitotsubashi University Business School, School of International Corporate Strategy
Visiting Lecturer
November 2022 Hitotsubashi University Business School, School of International Corporate Strategy
Visiting Associate Professor (to the present) Number of Years on
Board of Directors
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 14 meetings*)
After assumption of
office as a Director in
March 2023
 Number ofCompany’s sharesheld
0 shares

Joined Deutsche Securities Limited (currently Deutsche Securities Inc.)
Managing Director, Fixed Income Division, Deutsche Securities Limited
Joined UBS Securities Japan Ltd. (currently UBS Securities Japan Co., Ltd.)Managing Director, Investment Banking Division, UBS Securities Japan Ltd.

March 2023
Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
None
Reason for election of candidate for Outside Director and outline of expected role
Ms. Yuki Ikuno has more than 30 years of experience in various investment banking businesses suchas structured finance, M&A and acquisition finance at US and European financial institutions. She iscurrently a Visiting Associate Professor at Hitotsubashi University Business School. The Company has
appointed her as a candidate for Outside Director in the expectation that she would be able to utilize
her expertise and highly advanced knowledge on the financial and capital markets, which she has
accumulated through her business career, in the supervision of the management of the Group from an
independent standpoint.

(Notes)1.
Ages of each candidate above are those of counting fully completed years at the time of this General Meeting.
2.
There is no special interest between each of the candidates and the Company.
3.
The name of Yuki Ikuno, which she uses in her professional capacity, is stated above while the name in her
family register is Yuki Kanzaki.
4.
Mr. Keiji Taga, Mr. Hiroaki Yagi, Ms. Naoko Tani, Mr. Richard Dyck and Ms. Yuki Ikuno are candidates for
Outside Directors.
5.
Mr. Keiji Taga, Mr. Hiroaki Yagi, Ms. Naoko Tani, Mr. Richard Dyck and Ms. Yuki Ikuno have been designatedas Independent Officers provided for by Tokyo Stock Exchange on which the Company’s shares are listed andhave been filed with the stock exchange. In the event that re-election of each of them is approved, each of thecandidates will continue to act as Independent Officer.
6.
The terms of office of candidates for Outside Directors are as follows:(1)
The term of office of Mr. Keiji Taga as Outside Director of the Company will have been five years at
the conclusion of this General Meeting.
(2)
The term of office of Mr. Hiroaki Yagi as Outside Director of the Company will have been four years
at the conclusion of this General Meeting.
(3)
The term of office of Ms. Naoko Tani as Outside Director of the Company will have been three years
at the conclusion of this General Meeting.
(4)
The term of office of Mr. Richard Dyck as Outside Director of the Company will have been one year

14

7.

8.

at the conclusion of this General Meeting.
(5)
The term of office of Ms. Yuki Ikuno as Outside Director of the Company will have been one year at
the conclusion of this General Meeting.
The Company has entered into a liability limiting agreement with Mr. Keiji Taga, Mr. Hiroaki Yagi, Ms. Naoko
Tani, Mr. Richard Dyck and Ms. Yuki Ikuno under which the liability for damages set forth in Article 423,
Paragraph 1 of the Companies Act shall be limited to the prescribed 5 million yen, or the minimum liability
amount provided for in laws and regulations, whichever is higher, on the assumption that he/she discharges
his/her duties in good faith and without gross negligence. In the event that re-election of each of them isapproved, the agreement will be continued.
The Company has entered into a Directors and Officers Liability Insurance Contract with an insurancecompany as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which will compensate for damages,
litigation expenses, etc. attributed to management that would be borne by the insured person under the
insurance contract. In the event that the appointment of each of the candidates is approved, each of them will
be included as an insured person under the insurance contract.

(Reference) Expertise and Experience Required as Directors of the Company(Skills Matrix)
Name

Skill

Management
Experience

International
Experience/Knowledge

Business/Industry
Knowledge

ESG

Technology/Innovation

Legal
/Risk
Management

Masahiro〇〇〇
Murakami
Takeshi〇〇〇
Koarai
Satoru〇〇〇Taji
Yasuji
〇
〇
〇
〇
Ishii
Shuji
〇
〇
〇
Tsukatani
Keiji
〇
〇
Taga
Hiroaki
〇
〇
Yagi
Naoko
〇
〇
〇
Tani
Richard
〇
〇
〇
〇
Dyck
Yuki
〇
〇
Ikuno
※ The main skills of each director are shown up to a maximum of four. Not all skills are shown.

15

Finance/Accounting

〇

〇
〇

〇

Second Item of Business: Election of One (1) Audit & Supervisory Board Member
Mr. Toshihiro Kijima, Audit & Supervisory Board Member, will resign from the post at
the conclusion of this General Meeting. Accordingly, the Company would like to propose
the election of One (1) Audit & Supervisory Board Member as a replacement for Mr.
Kijima.
The term of office of the replacement will be until the expiration of the term of officeof the resigning Audit & Supervisory Board Member in accordance with the provisionsof the Articles of Incorporation of the Company.
The Audit & Supervisory Board has consented to this Item of Business.
The candidate is as follows:
Newly NominatedKazunori Baba (Male) (Date of birth: September 1, 1959 Age:64)

Brief personal profile and title
April 1983
April 2009

June 2013
June 2014
 Number of Years on
Audit & Supervisory
Board Attendance at theBoard of Directors’
meetings
100.0%(All 17 meetings)
 Attendance at the
Audit & Supervisory
Board meetings
 Number ofCompany’s shares
held
29,865 shares

June 2016
March 2019

Joined the Company
Managing Officer, Senior Manager of Corporate Governance Department ofCorporate Strategy Center and Senior Manager of Human Resources &Administration Service Department of Business Support Center of the Company(served concurrently)
Deputy Chief of Business Support Center of the Company
Director and Managing Officer of the Company
President and Representative Director of Nisshinbo Textile Inc.
Executive Managing Officer of the Company
Director and Executive Managing Officer (to the present), and Chief of Corporate
Strategy Center of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Audit & Supervisory Board Member and outline of expectedrole
After his assumption of office as President and Representative Director of Nisshinbo Textile Inc. from
June 2014 to March 2019, Mr. Kazunori Baba has served as Director of the Company since March
2019. He also serves as Chief of Corporate Strategy Center, which is responsible for management
strategy and ESG related divisions, at present. The Company has judged that he would be fully able toperform his duties as Audit & Supervisory Board Member in light of his substantial management
experience and performance, and extensive knowledge and deep insight about various businesses ofour group companies. Accordingly, he has been proposed as a candidate for Audit & Supervisory
Board Member.

(Notes)1. Age of the candidate above is that of counting fully completed years at the time of this General Meeting.
2. There is no special interest between the candidate and the Company.
3. In the event that election of Mr. Kazunori Baba is approved, the Company is scheduled to enter into a liability
limiting agreement with him under which the liability for damages set forth in Article 423, Paragraph 1 of theCompanies Act shall be limited to the prescribed 5 million yen, or the amount provided for in laws and regulations,whichever is higher, on the assumption that he discharges his duties in good faith and without gross negligence.
4. The Company has entered into a Directors and Officers Liability Insurance Contract with an insurance company
as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which will compensate for damages, litigation

16

expenses, etc. attributed to management that would be borne by the insured person under the insurance contract.
In the event that the appointment of Mr. Kazunori Baba is approved, he will be included as an insured person under
the insurance contract.

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Third Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in the office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect One (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item of Business.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Outside Auditor

Fumihiro Nagaya (Male) (Date of birth: November 27, 1965 Age: 58)
 Number ofCompany’s sharesheld
0 shares

Independent Auditor

Brief personal profile and title
April 1991

Assistant Judge

April 2000
March 2003
April 2004

Public Prosecutor
Justice of Court
Researcher in the Supreme Court

June 2009
Registered as an attorney-at-law (to the present)
Significant concurrent positions at companies other than the Company
None
Reason for election of candidate for Auditor and outline of expected role
Mr. Fumihiro Nagaya has work experience as a justice and attorney-at-law and professional
knowledge about legal affairs. The Company has appointed him as a candidate for Substitute Outside
Audit & Supervisory Board Member in the expectation that he would be able to utilize his significant
expert knowledge, substantial experience and expertise in the supervision of the management of theGroup from an independent standpoint.

(Notes)1.
Age of the candidate above is that of counting fully completed years at the time of this General Meeting.
2.
There is no special interest between the candidate and the Company.
3.
Mr. Fumihiro Nagaya is a candidate for Substitute Outside Audit & Supervisory Board Member.
4.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory Board Member, theCompany is scheduled to report Independent Officers provided for by Tokyo Stock Exchange on which theCompany’s shares are listed.
5.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory Board Member, theCompany is scheduled to enter into a liability limiting agreement with him, under which the liability fordamages set forth in Article 423, Paragraph 1 of the Companies Act shall be limited to the prescribed 5 million
yen, or the minimum liability amount provided for in laws and regulations, whichever is higher, on theassumption that he discharges his duties in good faith and without gross negligence.
6.
The Company has entered into a Directors and Officers Liability Insurance Contract with an insurance company,as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which will compensate for damages,
litigation expenses, etc. attributed to management that would be borne by the insured person under the
insurance contract. In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory
Board Member, he will be included as an insured person under the insurance contract.

- End -

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