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 11, 2024
(Introduction date of measures for electronic provision: June 4, 2024)
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 64TH 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 64th Annual General Meeting of Shareholders of JCU CORPORATION (the“Company”). The meeting will be held for the purposes as described below.
In holding this meeting, we are introducing measures for electronic provision. Electronic provision measuresmatters are posted on the following website.
[Company website]
https://www.jcu-i.com/english/news/category/newsrelease/[Tokyo Stock Exchange website (Listed Company Search service)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the above TSE website and search by entering “JCU” in the “Issue name (company name)” text
box or the stock exchange code, “4975,” in the “Code” text box. Click “Basic information” and then“Documents for public inspection/PR information.” The information is available in the “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” section below the“Filed information available for public inspection” header.)If you cannot attend the meeting in person, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Documents for the General Meeting of Shareholders and exercise yourvoting rights by 5:30 p.m. on Tuesday, June 25, 2024, Japan time.

-1-1. Date and Time:
2. Place:

Wednesday, June 26, 2024, 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
64th Fiscal Year (April 1, 2023 – March 31, 2024) 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 64th Fiscal Year
(April 1, 2023 – March 31, 2024)
Proposal to be resolved:
Proposal 1:
Election of nine (9) Directors
Proposal 2:
Election of one (1) Audit & Supervisory Board Member
Proposal 3:
Election of one (1) substitute Audit & Supervisory Board MemberOf the electronic provision measures matters, the following items are not included in the paper copy to
be sent to shareholders who have requested it based on laws and regulations and provisions of the
Articles of Incorporation of the Company. The Audit & Supervisory Board Members and the Accounting
Auditor have audited documents subject to auditing, including the matters listed below:(i) Status of Accounting Auditors and Systems for Ensuring Proper Operation of Business and
Implementation Status of Such Systems of the business report(ii) Consolidated Statements of Changes in Shareholders’ Equity and Notes to the Consolidated
Financial Statements of the consolidated financial statements(iii) Non-Consolidated Balance Sheet, Non-Consolidated Statement of Income, Non-Consolidated
Statements of Changes in Shareholders’ Equity, and Notes to the Non-Consolidated Financial
Statements of the non-consolidated financial statements(iv) Accounting Audit Report on Consolidated Financial Statements, Accounting Audit Report on NonConsolidated Financial Statements, and Audit Report by the Audit & Supervisory Board of the audit
reportAny revisions to the electronic provision measures matters will be posted on the websites on which they
are posted.

-2-

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

Election of nine (9) 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 nine (9) Directors is proposed, reducing the number of
Directors by one (1) to enable more strategic and flexible decision making.
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 Director, Senior Executive Managing 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 Officer100%(17/17)

6

Fumihiko
AraakeReappointment Director, Managing Executive Officer100%(17/17)

7

Mayumi
Yamamoto

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

100%(17/17)

8

Masayuki
ItagakiReappointment External Director
External Director Member, Nomination and Remuneration Advisory
Independent Committee

100%(17/17)

9

New candidate

Harusato Nihei External Director External Audit & Supervisory Board Member
Independent100%(17/17)(Note)The “Attendance at the Board of Directors meetings” figures for Mr. Harusato Nihei indicate his attendance
status as External Audit & Supervisory Board Member.

-3-

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)
Mr. Masashi Kimura was appointed to Representative Director, President and COO in 2018
and Representative Director, President and CEO in 2021 and has led the Company’s management,
and actively promoted efforts to design the medium-term management plan, “Next 50 Innovation
2nd,” and measures to achieve the goals set out in the plan. He has also taken leadership to achieve
the goals under the new medium-term management plan, “JCU VISION 2035 -1st stage-.” Withhis high level of expertise and great insight regarding the Company’s overall operations, it wasdetermined 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.
June 2016
Managing Director, Executive Managing Officer
April 2019
Managing Director, Executive Managing Officer, General
Manager, R&D Center
June 2023
Director, Senior 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. Since 2019, he has served as
General Manager of the R&D Center, actively promoting development of new products andenvironmentally friendly products. He was appointed to Managing Director, Executive Managing
Officer in 2016 and Director, Senior Executive Managing Officer in 2023 and has been engaged
in the company’s management for many years. Given his high level of expertise and great insight
regarding its overall operations, the Company determined that he will put his leadership tomaximum use for efforts to achieve goals under the new medium-term management plan, “JCU
VISION 2035 -1st stage-,” and that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-4-

18,064

13,331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 key positions in the Company’s administrative operations.
As General Manager of Sales Headquarters from 2021, he has actively pursued businessexpansion in China and the rest of Asia, which have driven the Company’s sales, and he has beenin 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 takequick 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 tobe 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 divisions both in Japanand overseas. In addition, he experienced executive jobs before joining the Company. Since 2018,he has served as Division Manager of Administration Division, working to reinforce thefoundation of the Company’s management through human resources strategies and DX
promotion, among other things. With this high level of expertise and great insight regarding theCompany’s operations, it was determined that he should continue to be a candidate for Director.

Number ofshares of theCompany held

-5-

14,642

4,741

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 served as the headof overseas business. He has served as General Manager of the Corporate Strategy Office Since
2019. He worked out and has been promoting the medium-term management plan, “Next 50
Innovation 2nd,” as well as the new medium-term management plan, “JCU VISION 2035 -1ststage-.” 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.
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 mainly in the sales division since joining the Company. He
later served as President of JCU SHANGHAI TRADING CORPORATION and then Division
Manager of Production Division. Since 2022, he has served as General Manager of Sales
Headquarters, supervising sales activities in Japan and overseas and working to strengthen
competitiveness and sales expansion capabilities of the Company’s core businesses. With thishigh level of expertise and great insight regarding the Company’s operations, it was determinedthat he should continue to be a candidate for Director.

Number ofshares of theCompany held

-6-

19,127

7,107

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1984

7

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
position)
Member of Self-regulatory Planning Sub-Committee, Self[Reappointment] July 2019
regulation Board, Japan Securities Dealers Association[External Director](present position)[Independent]
June
2020
Outside Director, MIRAIT Holdings Corporation
Mayumi Yamamoto(currently MIRAIT ONE Corporation) (present position)(February 11,
April 2021
Member, Labour Policy Council, Ministry of Health,
1956)
Labour and Welfare (present 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 ONE Corporation
Member, Labour Policy Council, Ministry of Health, Labour and Welfare(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 member of government councils, etc.,
including the Financial System Council of the Financial Services Agency. She also has abundant
experience as an external officer of listed companies. If Ms. Yamamoto is elected, she is expected
to provide supervision, advice, etc. for the Company’s management from an objective andprofessional perspective, based on her expertise and knowledge. Thus, it was determined that she
would be an appropriate 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

-7-

－

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1992

8

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 expertise and numerous research achievements in the field ofelectrochemistry, particularly in surface treatment, as a university professor, as well as a wealthof experience as a corporate executive. If elected, he is expected to provide supervision, advice,
etc. for the Company’s management from an objective and expert perspective, drawing on his
expertise and knowledge. Based on this, it was determined that he should continue to be a
candidate for External Director.

Number ofshares of theCompany held

-8-

－

No.

Name
(Date of birth)

Past experience, positions, responsibilities
and significant concurrent positions

April 1980

9

Joined The Dai-Ichi Kangyo Bank, Ltd. (currently
Mizuho Bank, Ltd.)March 2006
General Manager, Taipei Branch, Mizuho Corporate
Bank, Ltd. (currently Mizuho Bank, Ltd.)
April 2008
Executive Officer and General Manager, Taipei Branch,
Mizuho Corporate Bank, Ltd.
April 2009
Executive Officer and General Manager, Human
Resources Management Department, Mizuho Corporate
Bank, Ltd.
April 2010
Managing Executive Officer and Officer responsible for
Sales and Marketing, Mizuho Corporate Bank, Ltd.
April 2011
Managing Executive Officer, Mizuho Bank, Ltd.
April 2014
Deputy President, Mizuho Research Institute Ltd.
[New candidate](currently Mizuho Research & Technologies, Ltd.)[External Director] June 2016
Audit & Supervisory Board Member, Kawasaki Kisen[Independent]
Kaisha, Ltd.
Harusato Nihei
June 2017
Senior Managing Executive Officer, Kawasaki Kisen(August 30, 1957)
Kaisha, Ltd.
June 2018
Representative Director and Senior Managing Executive
Officer, Kawasaki Kisen Kaisha, Ltd.
April 2020
Director, Kawasaki Kisen Kaisha, Ltd.
June 2020
Special Advisor, Kawasaki Kisen Kaisha, Ltd.
June 2021
Audit & Supervisory Board Member of the Company(present position)
June 2021
Outside Audit & Supervisory Board Member,
Shindengen Electric Manufacturing Co., Ltd. (present
position)[Significant concurrent position]
Outside Audit & Supervisory Board Member, Shindengen Electric
Manufacturing Co., Ltd.
(Reasons for selection as candidate for External Director and outline of expected roles)
Mr. Harusato Nihei has experience in a broad range of areas, including international operations
at a bank. In addition, he has abundant achievements as audit and supervisory board member andcorporate manager at operating companies, as well as considerable knowledge of finance andaccounting. After being appointed to Audit & Supervisory Board Member of the Company inJune 2021, he has helped strengthen the audit structure from an external, objective perspective.
The Company expects that he can contribute to its management from the standpoint of External
Director going forward, drawing on the abundant experience and achievements he gained ascorporate manager at operating companies. It thus has selected him as a candidate for External
Director.

Number ofshares of theCompany held

-9-－(Notes)
1. There is no special interest between each candidate for Director and the Company.
2. Ms. Mayumi Yamamoto 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 Meeting of Shareholders, their term of office as
External Director will be three (3) years.
3. Mr. Harusato Nihei is a candidate for External Director. Mr. Nihei, who is currently serving as External Audit &Supervisory Board Member of the Company, will have served as External Audit & Supervisory Board Member for three(3) years at the conclusion of this year’s Annual General Meeting of Shareholders.
4. The Company has appointed Ms. Mayumi Yamamoto and Mr. Masayuki Itagaki as Independent Officers prescribed by
Tokyo Stock Exchange and submitted a notification of the appointment to said Exchange. If the reelection of these twocandidates for External Director is approved, the Company plans to submit a notification of their reappointment as
Independent Officers to said Exchange.
5. The Company has appointed Mr. Harusato Nihei, currently serving as External Audit & Supervisory Board Member, as
Independent Officer prescribed by Tokyo Stock Exchange and submitted a notification of the appointment to said
Exchange. If the reelection of this candidate for External Director is approved, the Company plans to submit a
notification of his reappointment as Independent Officer to said Exchange.
6. The Company has an agreement with Ms. Mayumi Yamamoto and Mr. Masayuki Itagaki to limit their liability under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum liability amount stipulated by Article 425, Paragraph 1 of said Act. If the two candidates for External Director
are reelected, the Company plans to continue the same agreement with them.
7. The Company has an agreement with Mr. Harusato Nihei to limit his liability under Article 423, Paragraph 1 of theCompanies Act as he is currently serving as External Audit & Supervisory Board Member. The maximum amount ofliability pursuant to the agreement is the minimum liability amount stipulated by Article 425, Paragraph 1 of said Act.
If this candidate for External Director is elected, the Company plans to continue the same agreement with him.
8. The Company has entered into a directors and officers liability insurance contract with an insurance company pursuant
to Article 430-3, Paragraph 1 of the Companies Act and plans to renew this contract in March 2025. The policy covers
the legal costs and compensation for damages, etc. that are borne by the insured as a result of corporate litigation, thirdparty litigation, class action lawsuits, etc. It, however, does not cover damages, etc. arising from criminal acts by the
insured, etc. as a measure to prevent the appropriateness of execution of duties by the insured from being undermined.
The Company bears the full amount of premiums for the contract. If the individual candidates are elected or reelected,
they will be included as insured parties under the contract.
9. If this proposal is approved, the Company plans to select Mr. Masashi Kimura, Ms. Mayumi Yamamoto, Mr. Masayuki
Itagaki and Mr. Harusato Nihei as Nomination and Remuneration Advisory Committee Members.

- 10 -

(Reference) Directors skill matrix
As part of efforts to realize the long-term vision set out in “JCU VISION 2035,” which covers a period
through the year ending March 31, 2035, the Company has worked out a “JCU VISION 2035 -1st stage-”
medium-term management plan which calls for active investment in growth areas, among other things, as basic
policies for the first three years of the vision between the year ending March 31, 2025 and the year ending
March 31, 2027. In order to ensure the goals of this medium-term management plan are achieved, the Company
has selected skills and experiences the Board of Directors should be equipped with, namely: aggressive andbold business execution, swift decision making, and qualities required to supervise these.
Skills & experience
Sales &
marketingResearch,development,
technology

Quality &production

GlobalFinance &accounting

Legal affairs& riskHuman
resources
strategy

●

●

●

●

●

●

●

●

Akihisa Omori

●

●

●

Takanori Arata●●

Hirofumi Ikegawa●

Yoji Inoue●●

Fumihiko Araake●●

Name of Director

Business
administration

Masashi Kimura

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

●

Mayumi Yamamoto

DX

●

●

Masayuki Itagaki●

Harusato Nihei

●

●

●
●

●

*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

Human resources
strategy

Experience and expertise in personnel and labor affairs; experience and capability in formulating
human resources strategies, including for human resources development

DX

Experience and expertise in promoting DX- 11 -

Proposal 2:

Election of one (1) Audit & Supervisory Board Member

At the conclusion of this year’s Annual General Meeting of Shareholders, the term of office of Audit &Supervisory Board Member Takashi Nakazawa will expire while Audit & Supervisory Board Member
Harusato Nihei will resign. Accordingly, election of one (1) Audit & Supervisory Board Member is proposed,
reducing the number by one to three members as the Company determined that the effectiveness of the Audit& Supervisory Board Members’ audits can be maintained through cooperation with the internal audit divisionand the current situation of the Company’s audit structure where independent External Audit & Supervisory
Board Members represent the majority.
The Audit & Supervisory Board has provided its consent to this proposal’s submission.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

Joined The Fuji Bank, Limited (currently Mizuho Bank,
Ltd.)
October 1997 Assistant Manager, New York Branch, The Fuji Bank,
LimitedJuly 2004
Senior Vice President & Relationship Manager, Americas
Corporate Banking Division No.1, Mizuho Corporate Bank,
Ltd. (currently Mizuho Bank, Ltd.)
November 2006 Senior Manager, Corporate Banking Division No. 4,
Mizuho Corporate Bank, Ltd.
April 2008
Deputy General Manager, Operations Promotion Division,
Mizuho Corporate Bank, Ltd.
April 2010
Deputy General Manager, Operations Planning Division,[New candidate]Mizuho Corporate Bank, Ltd.
Mitsuyoshi Matsuura
January 2011 Joint Deputy General Manager, Los Angeles Branch,(August 31, 1964)
Mizuho Corporate Bank, Ltd.
April 2014
Joint General Manager, Corporate Banking Division No.
11, Mizuho Bank, Ltd.
April 2016
General Manager, Yangon Branch, Mizuho Corporate Bank,
Ltd.
September 2019 Joined the Company as General Manager, SalesManagement Division, Sales Headquarters
April 2021
Managing Officer and General Manager, SalesManagement Division, Sales Headquarters
April 2022
Managing Officer and President, JCU SHANGHAITRADING CORPORATION
April 2024
Managing Officer (present position)(Reasons for selection as candidate for Audit & Supervisory Board Member)
Mr. Mitsuyoshi Matsuura took charge of administration of the Company’s sales management inJapan and overseas, served as President of JCU SHANGHAI TRADING CORPORATION from 2022,
and led the management of subsidiaries in the Chinese market which drives our business. Before joining
the Company, he experienced a broad range of work in domestic and overseas operations at a bank. As
he has such abundant experience and considerable knowledge about finance and accounting, theCompany believes he will be able to appropriately perform duties as Audit & Supervisory Board
Member and thus has selected him as a new candidate for Audit & Supervisory Board Member.

Number ofshares of theCompany held

April 1989

200

(Notes)1. There is no special interest between the candidate for Audit & Supervisory Board Member and the Company.
2. If Mr. Mitsuyoshi Matsuura is elected, the Company plans to sign an agreement with him to limit his liability under
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum liability amount stipulated by Article 425, Paragraph 1 of said Act.
3. The Company has entered into a directors and officers liability insurance contract with an insurance company pursuant
to Article 430-3, Paragraph 1 of the Companies Act and plans to renew this contract in March 2025. The policy covers
the legal costs and compensation for damages, etc. that are borne by the insured as a result of corporate litigation, thirdparty litigation, class action lawsuits, etc. It, however, does not cover damages, etc. arising from criminal acts by the
insured, etc. as a measure to prevent the appropriateness of execution of duties by the insured from being undermined.
The Company bears the full amount of premiums for the contract. If the election of the candidate is approved, he will
be included as an insured party under the contract.

- 12 -

Proposal 3:

Election of one (1) substitute Audit & Supervisory Board Member

In order to prepare for the number of Audit & Supervisory Board Members potentially falling below thenumber required by laws and regulations, election of one (1) substitute Audit & Supervisory Board Member
is proposed.
The Audit & Supervisory Board has provided its consent to the proposal’s submission.
The candidate is as follows:
Name(Date of birth)

Past experience, positions
and significant concurrent positions

November 2002 Passed the National Bar Examination
October 2004 Registered as a lawyer
April 2020
Dispute Settlement Committee Member, General
Incorporated Foundation Liability Insurance and Mutual[External]
Aid Dispute Settlement Organization (present position)[Independent]
October
2020
Deputy Secretary General, Japan Federation of Bar
Daisuke Kihara
Associations(June 10, 1976)
May 2024
Partner, Yamabuki Law Office (present position)[Significant concurrent position]
Partner, Yamabuki Law Office(Reasons for selection as candidate for substitute External Audit & Supervisory Board Member)
Although he has no experience of direct involvement in corporate management, Mr. Daisuke Kihara
has legal expertise and experience gained through many years of career as an attorney. As the Company
believes that he will be able to fully perform supervisory functions as an Audit & Supervisory Board
Member of the Company from an external, objective perspective, it was determined that he should bea candidate for substitute External Audit & Supervisory Board Member

Number ofshares of theCompany held－

(Notes)1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. Mr. Daisuke Kihara is a candidate for substitute Audit & Supervisory Board Member.
3. If Mr. Daisuke Kihara is appointed as External Audit & Supervisory Board Member, the Company plans to submit a
notification of his appointment as an Independent Officer prescribed by Tokyo Stock Exchange to said Exchange.
4. If Mr. Daisuke Kihara is appointed as External Audit & Supervisory Board Member, the Company plans to sign anagreement with him to limit his liability under Article 423, Paragraph 1 of the Companies Act. The maximum amountof liability pursuant to the agreement is the minimum liability amount stipulated by Article 425, Paragraph 1 of said Act.
5. The Company has entered into a directors and officers liability insurance contract with an insurance company pursuant
to Article 430-3, Paragraph 1 of the Companies Act and plans to renew this contract in March 2025. The policy covers
the legal costs and compensation for damages, etc. that are borne by the insured as a result of corporate litigation, thirdparty litigation, class action lawsuits, etc. It, however, does not cover damages, etc. arising from criminal acts by the
insured, etc. as a measure to prevent the appropriateness of execution of duties by the insured from being undermined.
The Company bears the full amount of premiums for the contract. If the candidate is appointed as External Audit &Supervisory Board Member, he will be included as an insured party under the contract.

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