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. The Company assumes no responsibility for this translation or for direct, indirect or any
other forms of damages arising from the translation.
(Stock Exchange Code 4975)
June 13, 2022
To Shareholders with Voting Rights:
Masashi Kimura
Representative Director, President and CEO
JCU CORPORATION
8-1 Higashiueno 4-chome, Taito-ku,
Tokyo, JapanNOTICE OF
THE 62ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially notified of the 62nd Annual General Meeting of Shareholders of JCU CORPORATION(the “Company”). The meeting will be held for the purposes as described below.
To prevent the spread of the novel coronavirus infection, we recommend that you exercise your voting rights
in writing or via the Internet. Please review the attached Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m. on Monday, June 27, 2022, Japan time.
1. Date and Time:
2. Place:

Tuesday, June 28, 2022, at 10:00 a.m. Japan time
(The reception desk opens at 9:30 a.m.)
Conference room at the Head Office of the Company located at
TIXTOWER UENO 16F, 8-1 Higashiueno 4-chome, Taito-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
62nd Fiscal Year (April 1, 2021 – March 31, 2022) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 62nd Fiscal Year
(April 1, 2021 – March 31, 2022)
Proposals to be resolved:
Partial Amendments to the Articles of Incorporation
Proposal 1:
Election of ten (10) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3:-1- Of the documents that should be provided along with this convocation, matters that should be included in
the Consolidated Statements of Changes in Shareholders’ Equity, the Non-Consolidated Statements of
Changes in Shareholders’ Equity, the Notes to the Consolidated Financial Statements, and the Notes to the
Non-Consolidated Financial Statements are posted on the Company’s Web site (https://www.jcu-i.com/),based on laws and regulations and provisions of the Articles of Incorporation of the Company, therefore
these are not included in the attached document to this convocation.
Therefore, the attached Consolidated Financial Statements and Non-Consolidated Financial Statements arepart of the Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the
Audit & Supervisory Board Members to prepare the audit report and by the Accounting Auditor to prepare
the accounting audit report.
 Should the Reference Documents for the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements and the Non-consolidated Financial Statements require revisions, therevised versions will be posted on the Company’s website (https://www.jcu-i.com/).
 In order to prevent the spread of the novel coronavirus infection, we recommend that you exercise yourvoting rights in writing or via the Internet. Shareholders attending the meeting in person are kindly requested
to check the status of the infection and their physical condition on the day of the meeting and take measures
to prevent infection such as wearing a mask before visiting.
As the seats at the venue will be spaced out widely in order to prevent the spread of the infection, as they
were last year, significantly less seating will be available. Therefore, please note that even if you come tothe venue, you may not enter the venue.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 provides that information contained in the reference documents forthe general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 16, Paragraph 2 is to establish a provision to limit the scope of mattersto be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of reference documents for thegeneral meeting of shareholders, etc. (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
2. Details of amendments
The details of the proposed amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Chapter 3 General Meeting of Shareholders

Current Articles of Incorporation
Chapter 3 General Meeting of Shareholders(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 16 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining
to matters to be described or indicated in thereference documents for the general meeting ofshareholders, business report, non-consolidated
financial statements, and consolidated financial
statements, by disclosing such information
through the internet in accordance with theprovisions provided in the Ordinance of the
Ministry of Justice.

(Deleted)(Measures for Electronic Provision, Etc.)(New establishment)

Article 16 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting rights.

-3-

Current Articles of Incorporation(New establishment)

Proposed Amendments
Supplementary provisions
1. Amendments to Article 16 (Internet Disclosure
and Deemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)
shall come into effect on September 1, 2022
(the “Effective Date”), which is the date ofenforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially
Amending the Companies Act (Act No. 70 of2019).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the current Articles ofIncorporation shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

-4-

Proposal 2:

Election of ten (10) Directors

The term of office of all ten (10) Directors will expire at the conclusion of this year’s Annual General
Meeting of Shareholders. Accordingly, the election of ten (10) Directors is proposed.
The candidates are as follows:

No.

Name

Positions and responsibilities at the Company

Attendance at
the Board of
Directors
meetings

1

Representative Director, President and CEO
Masashi Kimura Reappointment Member, Nomination and Remuneration Advisory
Committee

100%(17/17)2

Akihisa Omori

Reappointment Managing Director, Managing Executive Officer100%(17/17)

3

Takanori Arata

Reappointment Managing Director, Managing Executive Officer100%(17/17)

4

Hirofumi
Ikegawa

Reappointment Managing Director, Managing Executive Officer100%(17/17)

5

Yoji Inoue

Reappointment Director, Managing Executive Officer

100%(13/13)

6

Fumihiko
AraakeReappointment Director, Managing Executive Officer

100%(13/13)

7

8

9

10

Reappointment External Director
Koki Morinaga External Director Acting Chair, Nomination and Remuneration
Independent Advisory Committee

Mayumi
Yamamoto

Reappointment
External Director External Director
Independent100%(13/13)92%(12/13)

Reappointment External Director
Muneaki Kiyota External Director Member, Nomination and Remuneration Advisory
Independent Committee

100%(13/13)

Reappointment External Director
External Director Member, Nomination and Remuneration Advisory
Independent Committee

100%(13/13)

Masayuki
Itagaki

-5-

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1980
April 2004

1

2

Joined EBARA DENSAN LTD.
General Manager of Printed Circuit Chemicals Department
of EBARA DENSAN LTD.
April 2010
Joined the Company as General Manager of DENSAN
August 2010 Vice President of JCU (THAILAND) CO., LTD.
June 2013
Managing Officer
April 2016
Managing Officer and Division Manager of Corporate
Strategy Office
June 2016
Director, Managing Officer and Division Manager of[Reappointment]
Corporate Strategy OfficeMasashi Kimura
June 2017
Director, Senior Executive Managing Officer and Division(February 9, 1958)
Manager of Corporate Strategy OfficeFebruary 2018 Director, Senior Executive Managing Officer, Division
Manager of Corporate Strategy Office and Division
Manager of Administration Division
April 2018
Representative Director, President and COO and Division
Manager of Corporate Strategy Office
April 2019
Representative Director, President and COO
April 2021
Representative Director, President and CEO (present
position)(Reasons for selection as candidate for Director)
To revamp the Company’s business execution structure in line with the launch of the mediumterm management plan “Next 50 Innovation,” Mr. Masashi Kimura was appointed as
Representative Director, President and COO in 2018. Subsequently, he was appointed as
Representative Director, President and CEO, taking over from the former CEO, Keiji Ozawa, in
2021. Amid numerous geopolitical management issues, including the recent spread of COVID19 and U.S.-China trade friction, Mr. Kimura has demonstrated a high level of leadership,
creativity, and management ability, and has actively promoted the new medium-term
management plan “Next 50 Innovation 2nd.” With his high level of expertise and great insight
regarding the Company’s overall operations, it was determined that he should continue to be a
candidate for Director.
January 1990
Joined the Company
April 2010
Branch Manager of Osaka Branch
June 2012
Division Manager of Corporate Strategy Office
April 2014
Managing Executive Officer and Division Manager ofCorporate Strategy Office[Reappointment]
June 2014
Director, Managing Officer and Division Manager of
Akihisa Omori
Corporate Strategy Office(October 2, 1965)
April 2015
President of JCU INTERNATIONAL, INC. (present
position)
June 2016
Managing Director, Executive Managing Officer
April 2019
Managing Director, Executive Managing Officer, General
Manager, R&D Center (present position)(Reasons for selection as candidate for Director)
Mr. Akihisa Omori has held various key positions mainly in the Company’s sales department
and has served as the President of JCU INTERNATIONAL, INC., a subsidiary of the Company,
since 2015. In addition, he has held a key position in the research division as General Managerof the R&D Center since 2019, and has actively pursued the development of environmentallyfriendly products to build a corporate foundation from an ESG perspective as one of theCompany’s goals. With his high level of expertise and great insight regarding the Company’s
overall operations, it was determined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-6-

13,58011,054

No.

Name(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

September 2006
June 20093

4

Joined the Company
General Manager of Accounting Department of
Administration Division
April 2014
Managing Executive Officer and Division Manager of
Administration Division
June 2014
Director, Managing Officer and Division Manager of
Administration Division
April 2015
Director, Managing Officer and Assistant General[Reappointment]
Manager of Chemical Business Division
Takanori Arata
April 2016
Director, Managing Officer and Deputy Division(May 13, 1967)
Manager of Sales Division
June 2016
Managing Director, Executive Managing Officer and
Deputy Division Manager of Sales Division
April 2021
Managing Director, Managing Executive Officer andGeneral Manager, Sales Headquarters
April 2022
Managing Director, Managing Executive Officer andChairman and President, JCU SHENZHEN TRADINGCORPORATION (present position)(Reasons for selection as candidate for Director)
Mr. Takanori Arata has held various positions, including General Manager of Accounting
Department and Division Manager of Administration Division, and has extensive knowledge of
the Company’s administrative operations. In addition, as General Manager of Sales Headquartersfrom 2021, he has actively pursued business expansion in China and the rest of Asia, which have
driven the Company’s sales, and he has been in charge of controlling domestic and overseas
sales/marketing activities. In 2022, he assumed the office of Chairman and President of JCU
SHENZHEN TRADING CORPORATION to take quick action on the further expanding market
in China. With this high level of expertise and great insight regarding the Company’s overall
operations, it was determined that he should continue to be a candidate for Director.
August 1984
Joined Fuji Machinery Mfg. & Electronics Co., Ltd.
June 2004
Director and General Manager, Administration Division
June 2009
President and Representative Director
June 2010
Director, Kyoden Co., Ltd.
November 2013 Joined the Company as Branch Manager of Osaka Branch
January 2015
President, JCU TAIWAN CORPORATION[Reappointment]
April 2016
Managing Officer
Hirofumi Ikegawa
April 2018
Managing Officer and Division Manager of(July 29, 1965)
Administration Division
June 2019
Director, Executive Managing Officer and Division
Manager of Administration Division
June 2020
Managing Director, Managing Executive Officer andGeneral Manager, Administration Headquarters (present
position)(Reasons for selection as candidate for Director)
Mr. Hirofumi Ikegawa has held key positions in the Company’s sales and administrative
divisions both in Japan and overseas, in addition to his experience of serving as director before
he joined the Company. He has a high level of expertise and great insight regarding theCompany’s overall operations. In addition, amid the constantly changing management
environment of the Company, including recent trends of COVID-19, foreign exchange volatility,
the global movement toward environmental regulation, and increased demands for corporations
to play a social role, he has demonstrated great management capability. Therefore, it wasdetermined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-7-

10,210

2,702

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

November 1997
April 2010
April 2016
December 2016

5

6

Joined the Company
General Manager, Overseas Operations Department
General Manager, Overseas Administration Department
General Manager, Overseas Market Development
Department[Reappointment] April 2017Managing Officer and Deputy General Manager,
Yoji Inoue
Overseas Business Administration Department(January 10, 1967) April 2018
Managing Officer and Deputy Manager, Corporate
Strategy Office
April 2019
Executive Officer and General Manager, Corporate
Strategy Office
June 2021
Director, Managing Executive Officer and General
Manager, Corporate Strategy Office (present position)(Reasons for selection as candidate for Director)
Amid the global expansion of the Company's business, Mr. Yoji Inoue has been active inmarketing and risk management, primarily overseas, as the head of overseas business. Further, as
the Manager of the Corporate Strategy Office. He has actively pursued the formulation of themedium-term management plan, the enhancement of medium-term management plan monitoringby the Board of Directors, and public and investor relations activities. With this high level ofexpertise and great insight regarding the Company’s overall operations, it was determined that heshould continue to be a candidate for Director.
April 1989
Joined the Company
November 2009 President, JCU SHANGHAI TRADINGCORPORATION
May 2014
General Manager of Nagoya Branch[Reappointment] June 2018
Division Manager of Production Division
Fumihiko Araake April 2019
Executive Officer and General Manager, Production(February 9, 1966)
Headquarters
June 2021
Director, Managing Executive Officer and General
Manager, Production Headquarters
April 2022
Director, Managing Executive Officer and General
Manager, Sales Headquarters (present position)(Reasons for selection as candidate for Director)
Mr. Fumihiko Araake has worked in the sales division since joining the Company. From 2009,
he assumed the office of President of JCU (Shanghai) Trading Co., Ltd. and has expandedbusiness in China. In addition, as Division Manager of the Production Division since 2018, he
has fulfilled the responsibility of supplying products to customers and made this an even stronger
cornerstone of the Company’s management amid shortages of raw materials and soaring prices
due to social and other changes. In addition, he assumed the office of General Manager of Sales
Headquarters in 2022 and has worked to enhance measures for achieving the medium-term
management Plan. With this high level of expertise and great insight regarding the Company’s
operations, it was determined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-8-

16,445

5,469

No.

7

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1980
Joined Japan Broadcasting Corporation (NHK)May 2006
General Manager, Economy Bureau, NHK
May 2008
Chief Editor, News Department, NHK[Reappointment] May 2010
General Manager, Affiliated Business Department, NHK[External Director]
April 2011
General Manager, News Department, NHK[Independent]
April
2013
Deputy Director-General, General Broadcasting
Koki Morinaga
Administration, NHK(July 25, 1954)
April 2016
Executive Director and Chief of Engineering, NHK
June 2017
President, NHK Publishing, Inc.
June 2021
Director of the Company (present position)(Reasons for selection as candidate for External Director and outline of expected roles)
Mr. Koki Morinaga has knowledge and insight into the international economy and global
situation through his career as an economics reporter and General Manager of the News
Department at NHK. He also has experience as a corporate executive. He has provided advice
and monitoring on the Company's management from an objective and professional perspective
regarding the response to risks and opportunities of global marketing that the Company is seeking
to strengthen and regarding overall management, based on this knowledge and insight. Sinceassuming office, he has provided advice and suggestions particularly on the development system,
personnel policies, and sound management policies for overseas subsidiaries. If elected, he isexpected to fulfill these roles. Based on this, it was determined that he should continue to be a
candidate for External Director.

-9-

Number ofshares of theCompany held

－

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1984

8

Registered as attorney and joined Takeo Ishiguro Law
OfficeSeptember 1990 Established Ginza Shin Sogo Law Office
January 2005 Established Ginza Shin Meiwa Law Office
December 2010 Public Interests Member, Central Labour Relations
Commission
January 2019 Member, Financial System Council, Financial Services
Agency (present position)
June 2019
External Audit & Supervisory Board Member,
MORINAGA MILK INDUSTRY CO., LTD (present[Reappointment]
position)[External Director] July 2019
Member of Self-regulatory Planning Sub-Committee, Self[Independent]
regulation Board, Japan Securities Dealers Association
Mayumi Yamamoto(present position)(February 11,
June 2020
Outside Director, MIRAIT Holdings Corporation (present
1956)
position)
June 2021
Director of the Company (present position)[Significant concurrent positions]
Attorney-at-law, Ginza Shin Meiwa Law OfficeMember, Financial System Council, Financial Services Agency
External Audit & Supervisory Board Member, MORINAGA MILKINDUSTRY CO., LTD
Member of Self-regulatory Planning Sub-Committee, Self-regulation Board,
Japan Securities Dealers Association
Outside Director, MIRAIT Holdings Corporation(Reasons for selection as candidate for External Director and outline of expected roles)
Ms. Mayumi Yamamoto has a high level of specialized knowledge and a wealth of experiencein corporate legal affairs as an attorney. She has served as a Public Interests Member of theCentral Labour Relations Commission, a member of the Financial System Council of the
Financial Services Agency, and a member of the Self-regulatory Planning Sub-Committee of the
Self-regulation Board in the Japan Securities Dealers Association. She also has abundant
experience as an external officer of listed companies. She has provided monitoring of theCompany’s management from an objective and professional perspective, based on this expertiseand knowledge. Since assuming office, she has provided advice and suggestions particularly on
the importance of health and safety, ensuring the effectiveness of the internal reporting system,and the importance of compliance overseas. If elected, she is expected to fulfill these roles. Basedon this, it was determined that she should continue to be a candidate for External Director.
Although Ms. Yamamoto has no experience of direct involvement in corporate management,
for the above reasons, it was determined that she would be an appropriate candidate for External
Director.

Number ofshares of theCompany held

- 10 -

－

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1981

9

Joined The Fuji Bank, Limited (currently Mizuho Bank,
Ltd.)
June 2004
General Manager, International Exchange Department,
Mizuho Corporate Bank, Ltd. (currently Mizuho Bank,
Ltd.)
April 2007
General Manager, Bangkok Branch, Mizuho Corporate
Bank
April 2009
Executive Officer of Mizuho Securities Co., Ltd. andPresident of Mizuho Bank (Schweiz) AG
April 2010
Director, Mizuho Securities Co., Ltd.
June 2010
Full-time Auditor, OKAYA ELECTRIC INDUSTRIES[Reappointment]
CO.,LTD.
[External Director]
June 2012Managing Executive Officer, OKAYA ELECTRIC[Independent]
INDUSTRIES CO., LTD.
Muneaki Kiyota
June 2014
Director and Managing Executive Officer, OKAYA(April 3, 1957)
ELECTRIC INDUSTRIES CO., LTD.
April 2018
Director and Senior Executive Managing Officer, OKAYA
ELECTRIC INDUSTRIES CO., LTD.
June 2020
Outside Audit & Supervisory Board Member, NICHIREICORPORATION (present position)
June 2020
Outside Corporate Auditor, KOMORI CORPORATION(present position)
June 2021
Director of the Company (present position)[Significant concurrent positions]
Outside Audit & Supervisory Board Member, NICHIREI CORPORATION
Outside Corporate Auditor, KOMORI CORPORATION(Reasons for selection as candidate for External Director and outline of expected roles)
Mr. Muneaki Kiyota has served in important posts at financial institutions mainly overseas,and subsequently served as Audit & Supervisory Board Member and Director, etc. of amanufacturer for about 12 years. He has a wealth of experience and advanced insight regarding
corporate management. He has provided advice on and monitoring of the Company’s
management from an objective perspective, based on this knowledge and insight. Since assuming
office, he has provided advice and suggestions particularly on handling credit management
overseas, ensuring compliance, and initiatives toward climate change. If elected, he is expected
to fulfill these roles. Based on this, it was determined that he should continue to be a candidate
for External Director.

Number ofshares of theCompany held

- 11 -

－

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1992

10

Research Fellow, Japan Society for the Promotion of
Science
July 1993
Researcher, University of Burgundy, France
April 1994
Assistant, Faculty of Science and Technology, Tokyo
University of Science
April 1998
Lecturer, Faculty of Science and Technology, Tokyo
University of Science[Reappointment] April 2001
Assistant Professor, Faculty of Science and Technology,[External Director]
Tokyo University of Science[Independent]
April 2005
Professor, Faculty of Science and Technology, Tokyo
Masayuki Itagaki
University of Science (present position)(March 24, 1964) November 2006 President and Chief Executive Officer, NEWLONGSEIMITSU KOGYO Co., Ltd. (present position)
June 2021
Director of the Company (present position)[Significant concurrent positions]
Professor, Faculty of Science and Technology, Tokyo University of Science
President and Chief Executive Officer, NEWLONG SEIMITSU KOGYO
Co., Ltd.
(Reasons for selection as candidate for External Director and outline of expected roles)
Mr. Masayuki Itagaki has a wealth of experience and broad knowledge as a university
professor, as well as numerous research achievements and ample knowledge in the field ofelectrochemistry, particularly as a specialist in surface treatment. He has also been conducting
research on corrosion and plating with the application of electrochemical methods in thelaboratory. He has provided advice on development of environmentally friendly products to build
a corporate foundation from an ESG perspective, which is the Company’s goal, and monitoringof the Company’s management based on this knowledge and insights and on his abundant
experience as a corporate executive. Since assuming office, he has provided advice andsuggestions particularly on the Company’s product development, the development process,training personnel for development, and responding to environmental issues. If elected, he isexpected to fulfill these roles. Based on this, it was determined that he should continue to be a
candidate for External Director.

Number ofshares of theCompany held

- 12 -－

(Notes)
1.
2.

3.

4.

5.

There is no special interest between each candidate for Director and the Company.
Mr. Koki Morinaga, Ms. Mayumi Yamamoto, Mr. Muneaki Kiyota, and Mr. Masayuki Itagaki are candidates for External
Director. The Company currently has four External Directors. At the conclusion of this year’s Annual General Meetingof Shareholders, their term of office as External Director will be one (1) year.
The Company has appointed Mr. Koki Morinaga, Ms. Mayumi Yamamoto, Mr. Muneaki Kiyota, and Mr. Masayuki
Itagaki as Independent Officers prescribed by Tokyo Stock Exchange and submitted a notification of the appointment tosaid Exchange. If the reelection of these four is approved, the Company plans to submit a notification of their reappointment as Independent Officers to said Exchange.
The Company has an agreement with Mr. Koki Morinaga, Ms. Mayumi Yamamoto, Mr. Muneaki Kiyota, and Mr.
Masayuki Itagaki to limit their liability under Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability pursuant to the agreement is the minimum liability amount stipulated by Article 425, Paragraph 1 of said Act.
If the four candidates for External Director are reelected, the Company plans to continue the same agreement with them.
The Company has entered into a directors and officers liability insurance contract with an insurance company pursuant
to Article 430-3 of the Companies Act and plans to renew this contract in March 2023. The insurance policy covers thelegal costs and compensation for damages, etc. that are borne by the insured as a result of corporate litigation, thirdparty litigation, class action lawsuits, etc. Other details are as described in the Business Report (page 32, only available
in Japanese). If the individual candidates are reappointed, they will be included as insured parties under the contract.

- 13 -

(Reference) Directors skill matrix
In the new medium-term management plan “Next 50 Innovation 2nd” for the fiscal years ending from March
31, 2022 through March 31, 2024, the Company’s long-term vision has been defined as a global company that
continues to grow sustainably, and the basic policies of the medium-term management plans have been defined
to be (1) strengthen our core businesses and (2) build a corporate foundation from an ESG perspective.
In order to overcome management challenges and achieve the targets of the medium-term management
plan, active and bold company-wide initiatives aligned in their organizational objectives are essential, underDirectors who can lead the entire company based on strong leadership, abundant creativity, and excellent
management ability. Therefore, the Company consists of internal Directors on the executive side. In addition,it has External Directors who monitor the propriety and legality of the status of operations execution by theinternal Directors from an objective standpoint and strongly support swift executive decision-making.
The skills and experience provided by the Directors have been selected as items for which operating ability
and PDCA can be monitored to achieve the medium-term management plan within the context of aiming to bea global company that continues to grow sustainably.
Skills & experience
Research,
Quality &development,
production
technology

Name of Director

Business
administration

Sales &
marketingMasashi Kimura

●

●

●

Akihisa Omori

●

●

●

Takanori Arata●●

Hirofumi Ikegawa●

Yoji Inoue●●

Fumihiko Araake●●

Koki Morinaga●

Global●●Finance & Legal affairs
accounting& risk
●

●

●

●

●

●

●

●

●

●
●

●

●
●
●

Mayumi Yamamoto
Muneaki Kiyota●

Masayuki Itagaki

●

●
●

●

●

*The above skills matrix does not indicate all of the skills and experience of the candidates.
[Definitions of skills & experience]Management experience at another company or in the JCU Group, experience and capability ofBusiness administration
formulating management strategy
Sales & marketing

Understanding of market trends, experience and ability in determining sales strategy

Research, development,
technology

Experience and expertise in research, development, and technology

Quality & production

Experience and expertise in manufacturing, production, and quality control both domestically andoverseas

GlobalBusiness development and management experience overseas

Finance & accounting

Experience and expertise in finance and accounting

Legal affairs & risk

Experience and expertise in corporate legal affairs and risk management- 14 -

Proposal 3:

Election of one (1) Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mitsuru Ichikawa will expire at the conclusionof this year’s Annual General Meeting of Shareholders. Accordingly, the election of one (1) Audit &Supervisory Board Member is proposed.
The Audit & Supervisory Board has provided its consent to this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

November 1992 Passed the National Bar Examination
April 1995
Registered as a lawyer[Reappointment]
June 2014
Audit & Supervisory Board Member of the Company[External](present position)[Independent]
May 2019
Executive Director, Tokyo Lawyers Cooperative
Mitsuru Ichikawa October 2019 Outside Director, Renascience Inc. (present position)(April 15, 1960)[Significant concurrent positions]
Partner, Risolute Law OfficeOutside Director, Renascience Inc.
(Reasons for selection as candidate for External Audit & Supervisory Board Member)
Mr. Mitsuru Ichikawa has advanced insight and a wealth of experience in corporate legal affairs
as an lawyer. He has effectively made site visits to overseas subsidiaries and conducted objective
audits primarily on the legality of the execution of operations by Directors. As the Company
believes that it would be best to have him keep performing audits, it was determined that he should
continue to be a candidate for External Audit & Supervisory Board Member.
Although Mr. Ichikawa has no experience of direct involvement in corporate management, forthe above reasons, it was determined that he would be an appropriate candidate for External Audit& Supervisory Board Member.
(Notes)
1.
2.

3.

4.

5.

Number ofshares of theCompany held－

There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
Mr. Mitsuru Ichikawa is a candidate for External Audit & Supervisory Board Member. He is currently an External Audit& Supervisory Board Member of the Company. At the conclusion of this year’s Annual General Meeting of Shareholders,
his term of office as External Audit & Supervisory Board Member will be eight (8) years.
The Company has appointed Mr. Mitsuru Ichikawa as an Independent Officer prescribed by Tokyo Stock Exchange andsubmitted a notification of the appointment to said Exchange. If his reelection is approved, the Company plans to submit
a notification of his re-appointment as an Independent Officer to said Exchange.
The Company has an agreement with Mr. Mitsuru Ichikawa to limit his liability under Article 423, Paragraph 1 of theCompanies Act. The maximum amount of liability pursuant to the agreement is the minimum liability amount stipulated
by Article 425, Paragraph 1 of said Act. If he is reelected as External Audit & Supervisory Board Member, the Company
plans to continue the same agreement with him.
The Company has entered into a directors and officers liability insurance contract with an insurance company pursuant
to Article 430-3 of the Companies Act and plans to renew this contract in March 2023. The insurance policy covers thelegal costs and compensation for damages, etc. that are borne by the insured as a result of corporate litigation, thirdparty litigation, class action lawsuits, etc. Other details are as described in the Business Report (page 32, only available
in Japanese). If the candidate is reappointed, he will be included as an insured party under the contract.

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