Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
March 8, 2023
(Electronic Provision Measures Commencement Date: March 2, 2023)

Dear Shareholders:Nisshinbo Holdings Inc.

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

Masahiro Murakami
President and Director

Notice of Convocation of
The 180th Ordinary General Meeting of Shareholders
You are cordially invited to the 180th 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 29, 2023 (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” on pages 17 and 18 (though available for Japanese resident shareholders
only).

PARTICULARS
1.

Date and Time of the Meeting:Thursday, March 30, 2023 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, Japan

3.

Matters to be dealt with at the Meeting:1Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements for the180th Fiscal Year (from January 1, 2022 to December 31, 2022) 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 180th Fiscal Year
(January 1, 2022 to December 31, 2022).
Matters to be Resolved:
First Item of Business:

Election of Eleven (11) Directors

Second Item of Business: Election of Four (4) Audit & Supervisory
Board Members
Third Item of Business:
4.

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)
(4)

5.

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

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.
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.
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.
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.

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 “180th (from January 1, 2022 to December 31, 2022)”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,”“Status of the stock acquisition rights,” “Status of the outside officers,”“Status of the accounting auditors,” “Structure to ensure appropriate
business operations and operating status of said structure,” and “Basic
policy regarding control of the company” of the Business Report,“Consolidated statements of changes in net assets” and “Notes toconsolidated financial statements” of the Consolidated Financial Statements,
and “Non-consolidated statements of changes in net assets” and “notes tonon-consolidated financial statements” of the Non-consolidated 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 Eleven (11) Directors
The term of office of all of the Twelve (12) Directors will expire at the conclusion of this
General Meeting.
Accordingly, the Company would like to propose the election of Eleven (11) Directors(including Five (5) Outside Directors).
The candidates are as follows:
No.
1
2
3
4
5
6
7
8
9
10
11

Name
Masahiro Murakami

Attribute ofCandidate of Director
Re-Nominated(Male)
Takeshi Koarai

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

Re-Nominated(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

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

Current Positions and Responsibilities at theCompany

Attendance at theBoard of Directors’
meetings

President and Representative Director

100.0%(All 16 meetings)

Representative Director and Senior Executive
Managing Officer

100.0%(All 16 meetings)

Director and Executive Managing Officer

100.0%(All 13 meetings*)

Director and Executive Managing Officer
Chief of Corporate Strategy Center

100.0%(All 16 meetings)

Director and Managing Officer

100.0%(All 16 meetings)

Director and Managing Officer
100.0%
Senior Manager of Finance, Accounting & IT
(All 16 meetings)
Service Department of Corporate Strategy Center
93.8%
Director(15 out of 16
meetings)
Director

100.0%(All 16 meetings)

Director

100.0%(All 16 meetings)

Newly NominatedOutside Director
Independent Director-

Newly NominatedOutside Director-

Independent Director

Director designated as Independent Officer and filed with the stock exchange* After assumption of office as a Director in March 2022

4

Re-Nominated1

Masahiro Murakami (Male) (Date of birth: September 7, 1958 Age: 64) Number of Years on
Board of Directors
12 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
75,050 shares

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)

April 2009

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)

June 2010

Director, Managing Officer and Chief of Business Support Center of the Company(served concurrently)

January 2012

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

June 2012

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

June 2014

Chief of Corporate Strategy Center of the Company (served concurrently)

June 2015

Director and Senior Executive Managing Officer of the Company

June 2016

Representative Director and Senior Executive Managing Officer of the Company

June 2018

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:63) Number of Years on
Board of Directors
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held7,938 shares

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

Deputy General Manager of Technical Headquarters of Japan Radio Co., Ltd.

June 2017

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

Representative Director and President of Japan Radio Co., Ltd. (to the present)

March 2021

Director and Senior Executive Managing Officer of the Company

March 2022

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:65)








 Number of Years on
Board of Directors
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 13 meetings*)
After assumption of
office as a Director in
March 2022
 Number ofCompany’s shares
held4,545 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

Director of Ricoh Electronic Devices Co., Ltd.

April 2015

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

June 2018

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

March 2021

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
Representative Director, President of Nisshinbo Micro Devices Inc.



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

Kazunori Baba (Male) (Date of birth: September 1, 1959 Age:63) Number of Years on
Board of Directors
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
25,680 shares

Brief personal profile, title and responsibilities
April 1983

Joined the Company

April 2009Managing 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)

June 2013

Deputy Chief of Business Support Center of the Company

June 2014

Director and Managing Officer of the Company
President and Representative Director of Nisshinbo Textile Inc.

June 2016

Executive Managing Officer of the Company

March 2019

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 Director and outline of expected role
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 Director in light of his substantial management experience and performance, andhigh expertise. Accordingly, he has been proposed as a candidate.

8

Re-Nominated5

Yasuji Ishii (Male) (Date of birth: December 25, 1964 Age:58) Number of Years on
Board of Directors
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
16,865 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

Vice President and Director of Nisshinbo Brake Inc.

June 2015

Managing Officer of the Company

June 2017

President and Representative Director of Nisshinbo Brake Inc. (to the present)

March 2019

Director and Managing Officer of the Company (served concurrently, to the present)

Significant concurrent positions at companies other than the Company
Chairman and Director of Nisshinbo Brake Inc. (to be assumed in late March 2023)

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. 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, and substantial perception and high expertise inproduction and technology. Accordingly, he has been proposed as a candidate.

9

Re-Nominated6

Shuji Tsukatani (Male) (Date of birth: September 6, 1962 Age:60) Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100%(All 16 meetings)
 Number ofCompany’s shares
held
18,065 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

Managing Officer of the Company

March 2020

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.

10

Re-Nominated7

Keiji Taga (Male) (Date of birth: July 25, 1950 Age:72)

Outside Director
Independent Director Number of Years on
Board of Directors
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
93.8%(15 out of 16
meetings)
 Number ofCompany’s sharesheld
0 shares

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

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

June 2004

Executive Director of Development Bank of Japan Inc.

October 2008

Director and Executive Managing Officer of Development Bank of Japan Inc.

June 2009

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.

June 2017

Chairman and Director of DBJ Asset Management Co., Ltd.

June 2018

Adviser to DBJ Asset Management Co., Ltd.

March 2019

Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
Outside Director of Seiko PMC Corporation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.

11

Re-Nominated8

Hiroaki Yagi (Male) (Date of birth: June 9, 1956 Age:66)

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 Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s sharesheld
0 shares

July 2018

Superintending Prosecutor of Tokyo High Public Prosecutors Office

March 2019

Registered as attorney-at-law (to the present)

June 2019

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.

12

Re-Nominated9

Naoko Tani (Female) (Date of birth: January 4, 1955 Age:68)

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
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s sharesheld
0 shares

June 2007

President and Representative Director of Semiconductor Portal, Inc. (to the present)

March 2021

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.

13

Newly Nominated10

Richard Dyck (Male) (Date of birth: April 16, 1945 Age:77)

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.
 Number of Years on
Board of Directors-

March 1999

 Attendance at theBoard of Directors’
meetings-

February 2009

Representative Director of TGK K.K. (to the present)

January 2010

Director of Mattson Technology, Inc.

March 2013

Representative Director of Levitronix Japan K.K.

 Number ofCompany’s sharesheld
0 shares

Representative Director of TCS Japan K.K.

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



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.

14

Newly Nominated11

Yuki Ikuno (Female) (Date of birth: October 6, 1963 Age:59)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1986

Joined Salomon Brothers Asia Limited

September 1994 Joined Bankers Trust Asia Limited

 Number of Years on
Board of Directors
 Attendance at theBoard of Directors’
meetings
 Number ofCompany’s sharesheld
0 shares

January 1996

Managing Director, Bankers Trust Asia Limited

July 1999

Joined Deutsche Securities Limited (currently Deutsche Securities Inc.)
Managing Director, Fixed Income Division, Deutsche Securities Limited

May 2007

Joined UBS Securities Japan Ltd. (currently UBS Securities Japan Co., Ltd.)Managing Director, Investment Banking Division, UBS Securities Japan Ltd.

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)

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 and Ms. Naoko Tani have been designated as Independent Officers provided
for by Tokyo Stock Exchange on which the Company’s shares are listed and have been filed with the stock
exchange. In the event that re-election of each of them is approved, each of the candidates will continue to act
as Independent Officer. Furthermore, in the event that Mr. Richard Dyck and Ms. Yuki Ikuno are elected as
Outside Directors, they will be designated as Independent Officers and will be filed with the stock exchange.
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 four 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 three 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 two years at
the conclusion of this General Meeting.

15

7.

The Company has entered into a liability limiting agreement with Mr. Keiji Taga, Mr. Hiroaki Yagi and Ms.
Naoko Tani, 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 andregulations, whichever is higher, on the assumption that he/she discharges his/her duties in good faith andwithout gross negligence. In the event that re-election of each of them is approved, the agreement will be
continued. Furthermore, in the event that election of each of Mr. Richard Dyck and Ms. Yuki Ikuno is approved,
the Company is scheduled to enter into a liability limiting agreement equivalent thereto with them.
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.

8.

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

Skill

Masahiro
Murakami
Takeshi
Koarai
SatoruTaji
Kazunori
Baba
Yasuji
Ishii
Shuji
Tsukatani
Keiji
Taga
Hiroaki
Yagi
Naoko
Tani
Richard
Dyck
Yuki
Ikuno

International
Experience/Knowledge

Business/Industry
Knowledge

ESG

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Management
Experience

〇

〇

〇

〇

〇

〇

Technology/Innovation

Legal
/Risk
Management

〇

〇

〇
〇
〇

〇

〇
〇

〇

〇

〇

〇

〇

〇

Finance/Accounting

〇

〇

〇

〇

〇

※ The main skills of each director are shown up to a maximum of four. Not all skills are shown.

16〇

Second Item of Business: Election of Four (4) Audit & Supervisory Board Members
The term of office of all of the Four (4) Audit & Supervisory Board Members will
expire at the conclusion of this General Meeting. Accordingly, the Company would liketo propose the election of Four (4) Audit & Supervisory Board Members (including Two(2) Outside Audit & Supervisory Board Members).
The Audit & Supervisory Board has consented to this Item of Business.
The candidates are as follows:

Re-Nominated1

Toshihiro Kijima (Male) (Date of birth: July 4, 1956 Age:66) Number of Years on
Audit & Supervisory
Board
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Attendance at the
Audit & Supervisory
Board meetings
100.0%(All 15 meetings)
 Number ofCompany’s shares
held
16,730 shares

Brief personal profile, title and responsibilities
April 1979

Joined the Company

April 2007

Managing Officer and Deputy General Manager of Paper Products Division of theCompany

April 2009

Director, Managing Officer, General Manager of Strategic Planning Department andGeneral Manager of Specialty Paper Division of Nisshinbo Paper Products Inc.
(served concurrently)

June 2010

Managing Officer and Deputy General Manager of Business Development Divisionof the Company
Director and Senior Executive Managing Officer of Nisshinbo Chemical Inc. (served
concurrently)

June 2012

Vice President and Director of Nisshinbo Chemical Inc.

June 2013

Director, Managing Officer and General Manager of Business Development Divisionof the Company
President and Representative Director of Nisshinbo Chemical Inc. (served
concurrently)

June 2016

Executive Managing Officer of the Company

March 2019

Standing Audit & Supervisory Board Member 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
Mr. Toshihiro Kijima has served as Director and Responsible for Supervising of Business
Development Division of the Company, President and Representative Director of Nisshinbo Chemical
Inc., among others and also served as Audit & Supervisory Board Member since March 2019. The
Company has judged that he would be fully able to perform his duties as Audit & Supervisory Board
Member in light of his management experience and extensive knowledge and deep insight about
various businesses of our group companies.

17

Newly Nominated2

Kenichi Morita (Male) (Date of birth: October 23, 1958 Age:64) Number of Years on
Audit & Supervisory
Board Attendance at theBoard of Directors’
meetings-

March 1990

Joined New Japan Radio Co., Ltd. (currently Nisshinbo Micro Devices Inc.)

April 2005

General Manager of Accounting Department, General Affairs Division of New Japan
Radio Co., Ltd.

April 2011

Managing Officer and General Manager of Corporate Planning Department, General
Administration Headquarters of New Japan Radio Co., Ltd.

June 2012

Head of General Administration Headquarters of New Japan Radio Co., Ltd.

April 2014

Executive Managing Officer and Deputy General Manager of Electronic Device
Division of New Japan Radio Co., Ltd.

June 2015

Director, Managing Officer and Deputy General Manager of Electronic Device
Division of New Japan Radio Co., Ltd.

April 2016

General Manager of General Administration Headquarters of New Japan Radio Co.,Ltd.

April 2018

Director, Executive Managing Officer and General Manager of Business Divisionsof New Japan Radio Co., Ltd.

September 2018 Representative Director and President of New Japan Radio Co., Ltd.

 Attendance at the
Audit & Supervisory
Board meetings
 Number ofCompany’s shares
held
15,245 shares

Brief personal profile, title and responsibilities

March 2021

Managing Officer of the Company

January 2022

Representative Director, Senior Executive Managing Officer (to the present*) and
General Manager of Corporate Administration Headquarters (to the present*) of
Nisshinbo Micro Devices Inc.
*retirement to be determined in late March, 2023

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Audit & Supervisory Board Member and outline of expected
role
Mr. Kenichi Morita supervised the accounting and corporate planning departments among others at
New Japan Radio Co., Ltd. (currently Nisshinbo Micro Devices Inc.) and was appointed as Director of
New Japan Radio Co., Ltd. in June 2015 and assumed the office of Representative Director of New
Japan Radio Co., Ltd. in September 2018. The Company has judged that he would be fully able toperform his duties as Audit & Supervisory Board Member in light of his management experience at
New Japan Radio Co., Ltd., and expertise, practical experience and highly advanced knowledge about
finance and accounting. Accordingly, he has been proposed as a candidate for Audit & Supervisory
Board Member.

18

Re-Nominated3

Atsushi Yamashita (Male) (Date of birth: March 5, 1958 Age:65)

Outside Auditor
Independent Auditor Number of Years on
Audit & Supervisory Board
4 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)

Brief personal profile, title and responsibilities
April 1988

Registered as an attorney-at-law (to the present)
Joined Tanaka & Takahashi Law Office

May 2001

Joined Clifford Chance Law Office

May 2011

Joined K&L Gates LLP

October 2014

Joined Sonderhoff & Einsel Law and Patent Office (to the present)

March 2019

Outside Audit & Supervisory Board Member of the Company (to the present)

Significant concurrent positions at companies other than the Company
None
Reason for election of candidate for Outside Audit & Supervisory Board Member and outline of
expected role
Mr. Atsushi Yamashita has work experience as an attorney-at-law and professional knowledge about
international legal affairs. The Company has appointed him as a candidate for Outside Audit &Supervisory Board Member in the expectation that he would be able to utilize his expertise, extensive
experience and knowledge in the supervision of the management of the Group from an independent
standpoint.

 Attendance at the
Audit & Supervisory
Board meetings
100.0%(All 15 meetings)
 Number ofCompany’s sharesheld
0 shares19

Newly Nominated4

Noriko Ichiba (Female) (Date of birth: May 15, 1971 Age:51)

Outside Member
Independent Member

Brief personal profile, title and responsibilities
October 1992

Joined Deloitte Touche Tohmatsu International (currently Deloitte Touche Tohmatsu
LLC)

July 1997

Joined Tadao Kato Accounting Office

August 1999

Joined Taiyo Audit Corporation (currently Grant Thornton Taiyo LLC)

May 2000

Registered as Certified Public Accountant (to the present)

November 2002 Established Ichiba Certified Public Accountant Office
Representative of the Office (to the present) Number of Years on
Audit & Supervisory
Board Attendance at theBoard of Directors’
meetings-

 Attendance at the
Audit & Supervisory
Board meetings Number ofCompany’s sharesheld
0 shares

August 2008

Registered as Certified Public Tax Accountant (to the present)

October 2008

Established UPRISE Certified Tax Accountant's Co.
Representative Partner of UPRISE Certified Tax Accountant's Co. (to the present)

July 2022

Supervisory Director of Ichigo Office REIT Investment Corporation (to the present)

Significant concurrent positions at companies other than the Company
Representative of Ichiba Certified Public Accountant Office, Representative Partner of UPRISE
Certified Tax Accountant's Co., Outside Audit & Supervisory Board Member of DAIHOCORPORATION, and Supervisory Director of Ichigo Office REIT Investment Corporation
Reason for election of candidate for Outside Audit & Supervisory Board Member and outline of
expected role
Ms. Noriko Ichiba has practical experience as a certified public accountant and tax accountant andexpertise in finance and accounting. The Company has appointed her as a candidate for Outside Audit& Supervisory Board Member in the expectation that she would be able to utilize her expertise,extensive experience and knowledge 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. Both Mr. Atsushi Yamashita and Ms. Noriko Ichiba are candidates for Outside Audit & Supervisory Board
Members.
4. Mr. Atsushi Yamashita has been designated as Independent Officer provided for by Tokyo Stock Exchange on
which the Company’s shares are listed and has been filed with the stock exchange. In the event that his re-election
is approved, he will continue to act as Independent Officer. Furthermore, in the event that election of Ms. Noriko
Ichiba is approved, she will be designated as Independent Officer and will be filed with the stock exchange.
5. The terms of office of candidates for Outside Audit & Supervisory Board Members are as follows:(1)
The term of office of Mr. Atsushi Yamashita as Outside Audit & Supervisory Board Member of theCompany will have been four years at the conclusion of this General Meeting.
6. Kuroda Electric Co., Ltd., where Mr. Atsushi Yamashita assumed office as an Outside Director until March 2018,
received a representation by one of its shareholders with regard to the proposal of electing directors submitted by
the shareholder and rejected at the extraordinary meeting of shareholders held on August 21, 2015. Prior to theextraordinary meeting of shareholders, the statement was published under the name of “Jiseikai Group and All
Employees” to express opposition against the proposal. Kuroda was claimed by the shareholder that the statement

20

7.

8.

had been prepared wrongfully by some of Kuroda’s executive managers. In order to address this issue, Mr.
Yamashita took the lead in the establishment of an outside investigation committee and personnel selection to trackdown the facts. In addition, he was actively involved with the imposition of disciplinary punishment of persons
concerned, the implementation of recurrence prevention measures and other necessary actions.
The Company has entered into a liability limiting agreement with Mr. Toshihiro Kijima and Mr. Atsushi Yamashita
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 amount provided for in laws and regulations, whichever is higher, on theassumption that they discharge their duties in good faith and without gross negligence. In the event that re-electionof each of them is approved, the agreement will be continued. Furthermore, in the event that election of each of
Mr. Kenichi Morita and Ms. Noriko Ichiba is approved, the Company is scheduled to enter into a liability limiting
agreement equivalent thereto with them.
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 the appointment of each of the candidates is approved, each of them will be included as an insured
person under the insurance contract.

21

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: 57)
 Number ofCompany’s sharesheld
0 shares

Independent Auditor

Brief personal profile, title and responsibilities
April 1991

Assistant Judge

April 2000

Public Prosecutor

March 2003

Justice of Court

April 2004

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 22