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

Securities code: 4401
June 14, 2020
To our shareholders
Hidetaka Shirozume
President and Chief Operating Officer
ADEKA Corporation
7-2-35 Higashi-ogu, Arakawa-ku, Tokyo 116-8554, Japan

Notice of the 158th Ordinary General Meeting of Shareholders
We are pleased to announce that the 158th Ordinary General Meeting of Shareholders will be held as
indicated below. In order to prevent the spread of novel coronavirus infections, we urge that you exercise
your voting rights for this General Meeting of Shareholders in advance in writing or via the Internet whenpossible.
You may exercise your voting rights in advance through either of the methods described below. After
having reviewed the Reference Documents for the General Meeting of Shareholders, please exercise yourvoting rights by 5:15 p.m. on Friday, June 26, 2020 (JST).
1. Date and Time: June 29, 2020 (Monday) 10:00 a.m. (JST)
2. Location:

ADEKA Corporation Head Office
7-2-35 Higashi-ogu, Arakawa-ku, Tokyo, Japan

3. Purpose of the Meeting:
Matters to be reported:
1. Report on the content of the Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the 158th fiscal year (from April 1, 2019 to March 31, 2020)
2. Report on the results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
Please refer to “Holding of the Continued Session of the 158th Ordinary General Meeting of
Shareholders” on page 3 for the handling of matters to be reported.
Matters to be resolved:
Proposal 1 Appropriation of the Surplus
Proposal 2 Election of 11 Directors
Proposal 3 Election of One (1) Audit & Supervisory Board Member
4. Exercise of Voting Rights(1) Exercise of voting rights in writing
Please indicate your approval or disapproval to each of the proposals on the enclosed voting form, andreturn it to us by 5:15 p.m. on Friday, June 26, 2020.
(2) Exercise of voting rights via the Internet, etc.
Please access the dedicated website for exercising voting rights specified by the Company(https://www.web54.net), and, having used the voting code and password, follow the on-screen
explanation to enter your approval or disapproval to each of the proposals by 5:15 p.m. on Friday,
June 26, 2020.
In addition, in the event that voting rights are exercised multiple times when exercising voting rights inwriting and via the Internet, etc., the most recent one to arrive with us shall be considered valid, but if
both arrive on the same day, the exercise of voting rights via the Internet, etc. shall be considered valid.

-1-ꞏ If you are attending the meeting in person, please submit the enclosed voting form at the reception of the venue.
ꞏ With regard to the following matters, in accordance with relevant laws and regulations, and as prescribed in Article 15 of theCompany’s Articles of Incorporation, the materials have been made available on the Company’s website(https://www.adeka.co.jp), and are therefore not presented in the document appended to this Notice.
(1) From the Business Report, the “Outline of the content of resolutions regarding systems etc. put in place to ensure theappropriateness of operations, and the operational status of such systems,” and the “Outline of the content of the basic
policy regarding control of the Company,” “Changes in financial position and operating results,” “Details of theprincipal business,” “Principal sales offices and plants, etc.,” “Status of employees,” “Status of major lenders,” and“Status of accounting auditor”(2) The “Consolidated Statements of Changes in Equity” and “Notes to the Consolidated Financial Statements” from theConsolidated Financial Statements(3) The “Non-consolidated Statements of Changes in Equity” and “Notes to the Financial Statements” from the Nonconsolidated Financial Statements
ꞏ In the event that revisions are required to the Reference Documents for the General Meeting of Shareholders, the Business
Report, the Non-consolidated Financial Statements, or the Consolidated Financial Statements, revised versions of these
documents will be available on the Company’s website (https://www.adeka.co.jp).
ꞏ In order to save electricity, on the day of the meeting, the temperature of the air conditioning in the venue will be set at aslightly higher level, and accordingly we respectfully suggest that you avoid heavy clothing.
ꞏ Please refer to the “Action Taken to Prevent the Spread of the Novel Coronavirus Infection at the 158th Ordinary General
Meeting of Shareholders of ADEKA Corporation” enclosed with this convocation notice for details on the Company’s
response to the novel coronavirus.

-2-Holding of the Continued Session of the 158th Ordinary General Meeting of Shareholders
Among the purposes of the 158th Ordinary General Meeting of Shareholders (hereinafter referred to as the“Meeting”), the Company was scheduled to report to shareholders the matters to be reported of “Report on
the content of the Business Report, Consolidated Financial Statements and Non-consolidated Financial
Statements for the 158th fiscal year (from April 1, 2019 to March 31, 2020)” and “Report on the results ofaudits of the Consolidated Financial Statements by the Accounting Auditor and the Audit & Supervisory
Board” (hereinafter referred to as “158th Fiscal Year Matters to Be Reported”) at the General Meeting of
Shareholders to be held on June 29, 2020 (hereinafter referred to as “Initial Meeting”) after completing thenecessary procedures such as closing procedures and the receipt of an audit report from the Accounting
Auditor (hereinafter referred to as the “Closing Procedures”).
However, as announced in the “Notice Regarding the Postponement for Announcement for Consolidated
Financial Results for the Fiscal Year Ended Mar. 31, 2020” dated April 17, 2020 and the “Notice Regarding
the Policy for Holding the Continued Session of the 158th Ordinary General Meeting of Shareholders” dated
May 14, the Group has experienced significant delays in its account closing and auditing operations due tomeasures such as curfews and office closures imposed by the authorities on certain overseas affiliates incountries including Malaysia and India, and this has delayed the Company’s consolidated accounting
procedures. In addition, the auditing firms that perform accounting audit services for these overseas affiliates
are unable to complete the Closing Procedures at this time due to the continuing difficulties in performing
auditing services for the same reason.
Accordingly, as soon as the Company completes the necessary procedures such as receiving the audit reportfrom the accounting auditor, the Company plans to promptly hold a continued session of the Meeting(hereinafter referred to as the “Continued Session”) and to report on the 158th Fiscal Year Matters to Be
Reported. The Company plans to submit a proposal to the shareholders at the Initial Meeting concerning
delegating the decision on the time, date, and location of the Continued Session to the Board of Directors(hereinafter referred to as the “Proposal”). If the Proposal is approved by the shareholders at the Initial
Meeting, the Company will send a separate notice to shareholders on the holding of the Continued Session
and hold the Continued Session.
The Business Report, Consolidated Financial Statements, Non-consolidated Financial Statements, and thereports on the results of audits of the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Board for the 158th fiscal year (hereinafter referred to as the “Documents to Be
Submitted”) will be attached to the convocation notice for the Continued Session and provided toshareholders. Accordingly, please note that the Documents to Be Submitted have not been attached to the
convocation notice for the Initial Meeting.
Since the Continued Session is part of the Meeting, the shareholders who can attend the Continued Session
are the same as the shareholders who can exercise their voting rights at the Initial Meeting.
We sincerely apologize to our shareholders for any inconveniences or concerns this may cause.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and Reference matters
Proposal 1
Appropriation of the Surplus
With regard to the appropriation of the surplus, the Company proposes the following.
Year-end dividends
The Company’s basic policy is to return profits to shareholders in an appropriate manner, having considered
the financial situation and performance etc., while at the same time working to strengthen and expand thefinancial position and the management base, and the dividend amount is determined accordingly. As a resultof careful consideration based on this dividend policy, and after having taken into account performance forthe fiscal year under review, the need to reinforce the management base and future business expansion, theCompany proposes a year-end dividend for the 158th fiscal year as follows.
(1) Type of dividends
Cash(2) Dividend allocation and their aggregate amount
Dividend per common share of the Company: ¥24
Adding the year-end dividend for the fiscal year under review to the interim dividend of ¥24 yields anannual dividend of ¥48 (the annual dividend for the previous fiscal year was ¥45 per share).
Total dividends:¥2,487,702,744
Effective date of dividends of surplus on Tuesday, June 30, 2020

-4-

Proposal 2

Election of 11 Directors

The terms of office of Directors Hidetaka Shirozume, Haruhiko Tomiyasu, Ryozo Arata, Yoshiaki Kobayashi,
Shigeki Fujisawa, Yoji Shiga, Atsuya Yoshinaka, Kazuyuki Nagai, and Shigeru Endo will expire at theconclusion of the Meeting and Directors Akio Kohri, Koji Tajima, and Toshinori Yukino will resign at thetime of the adjournment of the Meeting (at the conclusion of deliberations on June 29) on the condition thatthe holding of the Continued Session is approved and passed at the Meeting. Accordingly, the Company
proposes the election of 11 Directors. Candidates for the role of Director are as follows.
Candidate Susumu Yasuda will be elected to succeed Director Koji Tajima and Candidate Naoshi Kawamoto
will be elected to succeed Director Toshinori Yukino, and they will assume office at the time of the
adjournment of the Meeting (at the conclusion of deliberations on June 29).
Candidate
No.

Name

1

Hidetaka Shirozume

Current position and responsibilities within the Company
President and Chief Operating Officer
Director and Senior Managing Operating Officer
Assistant to the President, Secretarial Department, Human
Resources Department, Purchasing & Distribution Department, as
well as Chair of Internal Control Promotion Committee
Director and Managing Operating Officer
General Manager, Production Division
Director and Operating Officer
General Manager, Foods Division and Project Team Leader, East
Asia Foods BusinessDirector and Operating Officer
General Manager, Chemicals Division
Director and Operating Officer
General Manager, Finance & Accounting Department
Director and Operating Officer
General Manager, Research & Development Division
Operating Officer
General Manager, Osaka Main Branch
Operating Officer
General Manager, Polymer Additives R&D Laboratory

2

Haruhiko Tomiyasu

3

Ryozo Arata

4

Yoshiaki Kobayashi

5

Shigeki Fujisawa

6

Yoji Shiga

7

Atsuya Yoshinaka

8

Susumu Yasuda

9

Naoshi Kawamoto

10

Kazuyuki Nagai

Director

11

Shigeru Endo

DirectorReelection / Newelection
Reelection

Reelection

Reelection
Reelection
Reelection
Reelection
Reelection
New election
New election
Reelection
External
Independent
Reelection
External
Independent

New election: New Candidate for Director
Reelection: Candidate for reelection as Director
External: Candidate for External Director
Independent: Registered with the Tokyo Stock Exchange as an Independent Officer-5-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company
Apr. 1985
Jun. 2005

Jun. 2010
Hidetaka Shirozume(November 10, 1961) Jun. 2011
[Reelection]
Jun. 2014
Attendance rate at theBoard of Directors Jun. 2015
meetings
Jun. 2016100%(17 out of 17)

Jun. 20171
Jun. 2018

Joined the Company
General Manager, Electronic Materials Sales
Department
General Manager, Information & Electronic Materials
Sales Department
General Manager, Chemicals Planning & Marketing
Department
Operating Officer, General Manager, Chemicals
Planning & Marketing Department
Operating Officer, General Manager, Osaka Main
BranchDirector and Operating Officer, General Manager,
Osaka Main Branch
Director and Managing Operating Officer, General
Manager, Corporate Planning & Strategy Division and
Chair of Capital Investment Committee
President and Chief Operating Officer (current position)

Number of theCompany’s
shares owned

36,900 shares[Reasons for nomination as candidate for Director]
As the individual responsible for the Chemicals Department and the Chemicals Planning & Marketing
Department, Hidetaka Shirozume has worked ceaselessly to stabilize and strengthen the chemicals business of theCompany. Since June 2016, he has been involved as a Director in the management of the Company and,beginning in June 2018, his powerful leadership as President and Chief Operating Officer has been used to direct
management from the front and guide them towards the goals of the Medium-Term Management Plan
“BEYOND 300.” In order to leverage his abundant experience and track record for the benefit of the managementof the Group, the Company requests that he be elected to continue serving as Director. Moreover, in the event that
he is elected as Director, he is scheduled to be selected President and Chief Operating Officer at the subsequentmeeting of the Board of Directors.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company
Apr. 1979

2

Number of theCompany’s
shares owned

Joined DAI-ICHI KANGYO BANK, LTD. (present
MIZUHO BANK, LTD.)
Jul. 2005
General Manager, Administration Department,
MIZUHO BANK, LTD.
Jun. 2007
Audit & Supervisory Board Member of the Company
Jun. 2009
Resigned from position of Audit & Supervisory Board
Member of the Company
Director and Operating Officer, Legal Affairs &Publicity Department, Finance & Accounting
Department, and Chair of Internal Control Promotion
Committee
Dec. 2009 External Auditor of NIHON NOHYAKU CO., LTD.
Jun. 2010
Director and Operating Officer, Legal Affairs &Publicity Department, Finance & Accounting
Haruhiko Tomiyasu
Department, Information System Department, and(July 7, 1956)[Reelection]
Chair of Internal Control Promotion Committee
Jun. 2012
Director and Operating Officer, Human Resources
Attendance rate at the
Department, Finance & Accounting Department,
34,500 shares
Board of Directors
Information System Department and Chair of Internal
meetings
Control Promotion Committee
100%Jun. 2014
Director and Managing Operating Officer, Human(17 out of 17)
Resources Department, Finance & Accounting
Department, Information System Department, and Chairof Internal Control Promotion Committee
Jun. 2015
Director and Managing Operating Officer, Human
Resources Department, Finance & Accounting
Department, Purchasing & Distribution Department andChair of Internal Control Promotion Committee
Jun. 2018
Director and Senior Managing Operating Officer,
Assistant to the President, Secretarial Department,
Human Resources Department, Purchasing &Distribution Department, and Chair of Internal Control
Promotion Committee (current position)
Sep. 2018 Corporate Auditor of NIHON NOHYAKU CO., LTD.
(current position)[Reasons for nomination as candidate for Director]
Haruhiko Tomiyasu possesses long years of experience in the financial industry, coupled with a high level ofknowledge, and has provided valuable opinions on management in general, including the treatment of important
issues related to the finances of the Company as Audit & Supervisory Board Member from June 2007 and as
Director from June 2009. In addition, as Chair of the Internal Control Promotion Committee, he has pushed forthe strengthening of the Group’s internal control promotion systems. In order to leverage his abundant
experience, knowledge and track record for the benefit of the management of the Group, the Company requests
that he be elected to continue serving as a Director. Moreover, in the event that he is elected as Director, he isscheduled to be selected Representative Director and Senior Managing Operating Officer at the subsequentmeeting of the Board of Directors.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

-7-

Candidate
No.

Name
(Date of birth)4

Number of theCompany’s
shares owned

Joined ADEKA ARGUS CHEMICAL CO., LTD.
Joined the Company
General Manager, Mie Plant
Operating Officer, General Manager, Mie Plant
Operating Officer, General Manager, Production
24,800 shares
Attendance rate at theAdministration Department
Board of Directors
Jun. 2014
Director and Operating Officer, General Manager,
meetings
Production Division
100%
Jun. 2018
Director and Managing Operating Officer, General(17 out of 17)
Manager, Production Division (current position)[Reasons for nomination as candidate for Director]
As the individual responsible over many years for supervising the Production Division, Ryozo Arata has
worked to strengthen the production system of the Company. Since June 2014, he has been involved in the
management of the Company as Director, and has performed his duties in an appropriate manner. In order toleverage his abundant experience and track record for the benefit of the management of the Group, theCompany requests that he be elected to continue serving as Director.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.
Apr. 1985 Joined the Company
Feb. 2011 General Manager, West Japan Foods Sales Department
General Manager, East Japan Foods Sales Department
Yoshiaki Kobayashi Jun. 2012
Jun. 2016
Operating Officer, Deputy General Manager, Foods(May 7, 1962)
Division, and General Manager, East Japan Foods Sales[Reelection]
Department
Director and Operating Officer, General Manager,
Attendance rate at the Jun. 2017
18,600 shares
Foods Division, and Project Team Leader, East Asia
Board of Directors
Foods Business (current position)
meetings
Mar. 2018 Managing Director, ADEKA FOODS (CHANGSHU)
100%
CO., LTD. (current position)(17 out of 17)(Significant concurrent position outside the Company)
Managing Director, ADEKA FOODS (CHANGSHU) CO., LTD.
Ryozo Arata(May 17, 1956)[Reelection]

3

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company
Apr. 1980
Oct. 1990
Jun. 2010
Jun. 2011
Jun. 2012[Reasons for nomination as candidate for Director]
Yoshiaki Kobayashi has been involved in foods product sales for many years, and, as the individual responsible
for the sales department, has worked ceaselessly to stabilize and strengthen the foods business. Since June 2017,
he has been involved in the management of the Company as a Director, and has performed his duties in an
appropriate manner. In order to leverage his abundant experience and track record for the benefit of the
management of the Group, the Company requests that he be elected to continue serving as Director.
[Other matters of note in relation to this candidate for Director]
The Company has a transactional relationship involving loan guarantees, financial loans the buying and selling ofproducts, and technology licensing with ADEKA FOODS (CHANGSHU) CO., LTD.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company
Apr. 1987
Jun. 2009
Jun. 2011

5

6

Number of theCompany’s shares
ownedJoined the Company
General Manager, Functional Resins Sales Department
General Manager, Information & Electronic Materials
Sales Department
Jun. 2015
General Manager, Chemicals Planning & Marketing
Department
Shigeki Fujisawa
Jun. 2016
Operating Officer, Deputy General Manager, Chemicals(May 26, 1963)
Division, and General Manager, Chemicals Planning &[Reelection]
Marketing Department
Attendance rate at the Mar. 2017 Managing Director, ADEKA FINE CHEMICAL
16,200 shares
Board of Directors
TAIWAN CORP. (current position)
meetings
Managing Director, ADEKA FINE CHEMICAL100%(SHANGHAI) CO., LTD. (current position)(17 out of 17)
Jun. 2017
Director and Operating Officer, General Manager,
Chemicals Division (current position)(Significant concurrent positions outside the Company)
Managing Director, ADEKA FINE CHEMICAL TAIWAN CORP.
Managing Director, ADEKA FINE CHEMICAL (SHANGHAI) CO.,LTD.
[Reasons for nomination as candidate for Director]
Shigeki Fujisawa has been involved in chemical product sales for many years, and, as the individual responsible
for the Chemicals Department and the Chemicals Planning & Marketing Department, has worked unceasingly tostrengthen the chemicals business. Since June 2017, he has been involved in the management of the Company asa Director, and has performed his duties in an appropriate manner. In order to leverage his abundant experienceand track record for the benefit of the management of the Group, the Company requests that he be elected tocontinue serving as a Director.
[Other matters of note in relation to this candidate for Director]
The Company has transactional relationships involving the buying and selling products, as well as technology
licensing, with ADEKA FINE CHEMICAL TAIWAN CORP. and ADEKA FINE CHEMICAL (SHANGHAI)
CO., LTD.
Apr. 1985 Joined the Company
Yoji Shiga(August 3, 1962) Jun. 2006
General Manager, Finance & Accounting Department[Reelection]
Jun. 2014
Operating Officer, General Manager, Finance &Accounting Department
19,800 shares
Attendance rate at the Jun. 2018
Director and Operating Officer,
Board of Directors
General Manager, Finance & Accounting Department(current position)
meetings
100%(17 out of 17)[Reasons for nomination as candidate for Director]
Yoji Shiga has many years of experience as the individual responsible for the Finance & Accounting
Department, working to strengthen the financial position of the Group by drawing up and promoting thefinancial strategy as the General Manager of the Financial & Accounting Department. Since June 2018, he has
been involved in the management of the Company as a Director. In order to leverage his abundant experienceand track record for the benefit of the management of the Group, the Company requests that he be elected tocontinue serving as a Director.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

-9-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1985
Sep. 2009

7

8

9

Joined the Company
General Manager, Electronic Materials Development
Laboratory
Atsuya Yoshinaka Jun. 2014
Operating Officer, General Manager, Electronic(February 10, 1963)
Materials Development Laboratory[Reelection]
Jun. 2015
Operating Officer, General Manager, R&D Planning
Department
Attendance rate at
16,200 shares
Jun. 2018
Director and Operating Officer, General Manager,
the Board of
Research & Development Division (current position)
Directors
President & Chief Executive Officer, TOKYO
meetings
ENVIRONMENTAL MEASUREMENT CENTER
100%
CO., LTD.) (current position)(17 out of 17)(Significant concurrent positions outside the Company)
President & Chief Executive Officer, TOKYO ENVIRONMENTAL
MEASUREMENT CENTER CO., LTD.
[Reasons for nomination as candidate for Director]
Atsuya Yoshinaka has many years of experience as the individual responsible for research and development in
the electronic materials field and the R&D Planning Department, driving R&D and implementing initiatives
promote the Company’s R&D and planning development activities. Since June 2018, he has been involved in
the management of the Company as Director. In order to leverage his abundant experience and track record forthe benefit of the management of the Group, the Company requests that he be elected to continue serving as
Director.
[Other matters of note in relation to this candidate for Director]
There is a transactional relationship involving consignment of analytical operation between the Company andTOKYO ENVIRONMENTAL MEASUREMENT CENTER CO., LTD.
Apr. 1985 Joined the Company
Jun. 2009
General Manager, Legal Affairs & Publicity Department
Jun. 2012
General Manager, Human Resources Department
Susumu Yasuda
10,600 shares(April 29, 1959)
Jun. 2015
Operating Officer, General Manager, Human Resourced[New election]
Department
Jun. 2017
Operating Officer, General Manager, Osaka Main Branch(current position)[Reasons for nomination as candidate for Director]
Susumu Yasuda held important positions such as General Manager of the Legal Affairs & Publicity Department
and General Manager of Human Resources Department, where he promoted the strengthening of the Company’s
management structure. In addition, as General Manager of the Osaka Main Branch, he has worked to stabilize
and strengthen the company’s domestic business. He has been involved in the management of the Company as
an Operating Officer since June 2015. In order to leverage his abundant experience and track record for the
benefit of the management of the Group, the Company requests that he be elected to serve as Director.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.
Jan. 2002
Joined the Company
General Manager, Polymer Additives R&D Laboratory
Naoshi Kawamoto Jun. 2014
(December 17, 1962) Jun. 2017
Operating Officer, General Manager, Polymer Additives
8,300 shares
R&D Laboratory (current position)[New election][Reasons for nomination as candidate for Director]
Naoshi Kawamoto has been in charge of research and development in the field of resin additives for many years,
directing R&D and working to strengthen the Company’s R&D structure. He has been involved in the
management of the Company as an Operating Officer since June 2017. In order to leverage his abundant
experience and track record for the benefit of the management of the Group, the Company requests that he beelected to serve as Director.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company

Kazuyuki Nagai
Apr. 1981(September 24, 1945)[Reelection]
Nov. 1999[External]
May 2004[Independent]
Nov. 2005
Attendance rate at the Dec. 2005
Board of Directors Jun. 2010
Jun. 2012
meetings
100%(17 out of 17)
Apr. 201610

Number of theCompany’s shares
ownedProfessor, Faculty of Law, CHUO UNIVERSITY(Companies Act)
Dean, Faculty of Law, CHUO UNIVERSITY
Registered as attorney (current position)
President, CHUO UNIVERSITY
Chancellor, CHUO UNIVERSITY
External Director of the Company (current position)
Chairman, UNIVERSITY CORRESPONDENCE
6,900 shares
EDUCATION (current position)
Professor Emeritus, CHUO UNIVERSITY (current
position)
Years of service(Significant concurrent positions outside the Company)(as of the conclusion
Chairman, UNIVERSITY CORRESPONDENCE EDUCATIONof this general
Professor Emeritus, CHUO UNIVERSITY
meeting ofshareholders)Ten (10) years[Reasons for nomination as candidate for External Director]
Kazuyuki Nagai has taught commercial law (Companies Act) in the University’s Law Faculty for many years,
and is also a qualified attorney. He has had no direct experience of involvement in company management in thepast except through his role as External Director of the Company, but the Company has determined that his
abundant practical experience in the management of university as Chancellor and President of the University in
combination with his highly specialized knowledge, enables him to offer advice on the general management of
the Company, and we therefore request that he be elected to continue serving as External Director.
[Matters related to independence]
The candidate satisfies the requirements of the Tokyo Stock Exchange for the independence of directors, and also
meets the criteria prescribed by the Company for assessing the independence of external directors. Accordingly,
the Company has registered him with the Tokyo Stock Exchange as Independent Director. In the event that thecandidate is reelected as External Director, the Company will continue his registration as Independent Director.
Moreover, the criteria prescribed by the Company for assessing the independence of external directors can befound on page 14.
[Limitation of liability contract]
In Article 25 of the Articles of Incorporation there is a provision to the effect that contracts may be concluded
with the Company to limit the liability of directors (excluding those who are operating officers) in circumstancesin which they have acted in good faith and where there has been no gross negligence. The Company has
concluded with the candidate a contract with the effect of limiting the liability of directors (excluding those who
are operating officers) to the minimum amount prescribed under Article 425, Paragraph 1 of the Companies Act.
In the event that the candidate is reelected as Director at this general meeting of shareholders, the Company
intends to roll over this limitation of liability contract.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibilities within the Company,
and significant concurrent positions outside the Company

Number of theCompany’s shares
owned

Apr. 1974
Feb. 1989
Apr. 2001

11

Joined Ministry of Foreign Affairs
Seconded to International Energy Agency
Deputy Director-General in the Middle Eastern and
African Affairs Bureau, Ministry of Foreign Affairs
Feb. 2002 Deputy Director-General in the Consular and Migration
Affairs Bureau, Ministry of Foreign Affairs
Shigeru EndoAug. 2003 Ambassador to the Permanent Mission of Japan to the(October 16, 1948)
International Organizations in Geneva, and Consul[Reelection]
General of Japan in the Japanese Consulate in Geneva[External]
Mar. 2007 Ambassador Extraordinary and Plenipotentiary to[Independent]
Republic Tunisia
Jul.
2009
Ambassador
Extraordinary and Plenipotentiary to Saudi
Attendance rate at theArabiaBoard of Directors
Oct. 2012 Retired from Ministry of Foreign Affairs
meetings
0 sharesJun. 2013
External Director, JGC CORPORATION
94%(16 out of 17)
External Director, IINO KAIUN KAISHA, LTD.
(current position)
Years of service
Apr. 2014 Special Assistant to the Ministry of Foreign Affairs(as of the conclusion(current position)of this general
Dec. 2017 Special Envoy for EXPO 2025
meeting ofJun. 2018
External Director of the Company
shareholders)(current position)
Two (2) years
Oct. 2019 Outside Director, JGC HOLDINGS CORPORATION(current position)(Significant concurrent positions outside the Company)
Outside Director of JGC HOLDINGS CORPORATION
External Director of IINO KAIUN KAISHA, LTD.
Special Assistant to the Ministry of Foreign Affairs[Reasons for nomination as candidate for External Director]
Shigeru Endo spent many years as an active diplomat, and has abundant international experience. He has had no
direct experience of involvement in company management in the past except through his role as External Directorof the Company, but the Company has determined that his broad knowledge and insights into international affairs
and his international sense, enables him to offer advice on the general management of the Company, and wetherefore request that he be elected to continue serving as External Director.
[Matters related to independence]
The candidate satisfies the requirements of the Tokyo Stock Exchange for the independence of directors, and also
meets the criteria prescribed by the Company for assessing the independence of external directors. Accordingly,
the Company has registered him with the Tokyo Stock Exchange as Independent Director. If he is reelected as
Director, the Company will continue his registration as Independent Director. Moreover, the criteria prescribedby the Company for assessing the independence of external directors can be found on page 14.
[Limitation of liability contract]
In Article 25 of the Articles of Incorporation there is a provision to the effect that contracts may be concluded
with the Company to limit the liability of Directors (excluding those who are operating officers) in circumstancesin which they have acted in good faith and where there has been no gross negligence. The Company has
concluded with the candidate a contract with the effect of limiting the liability of Directors (excluding those who
are operating officers) to the minimum amount prescribed under Article 425, Paragraph 1 of the Companies Act.
In the event that the reelection of the candidate is approved at this general meeting of shareholders, the Company
plans to roll over this limitation of liability contract.
[Other matters of note in relation to this candidate for Director]
No special interests exist between the candidate and the Company.

- 12 -

Proposal 3

Election of One (1) Audit & Supervisory Board Member

The term of office of the Audit & Supervisory Board Member Yoshiki Sato will expire at the conclusion ofthis general meeting of shareholders, and accordingly the Company proposes the election of one (1) Audit &Supervisory Board Member.
In addition, this proposal has obtained the consent of the Audit & Supervisory Board.
The candidate for the Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Yoshiki Sato
(December 5, 1949)[Reelection][External][Independent]
Attendance rate at
the Board of
Directors
meetings
88%(15 out of 17)
Attendance rate at
the Audit &Supervisory
Board meetings
83%(5 out of 6)

Career summary, position within the Company,
and significant concurrent positions outside the Company
Joined Asahi Mutual Life Insurance Company
Director and Managing Executive Officer, General Manager of Sales
and Planning Department, Asahi Mutual Life Insurance Company
Jul. 2008
President and Representative Director, Asahi Mutual Life Insurance
Company
Jun. 2011 Outside Audit & Supervisory Board Member, The Yokohama RubberCo., Ltd.
Jun. 2012 External Audit & Supervisory Board Member of the Company(current position)
Jun. 2012 Outside Auditor, FUJI ELECTRIC CO., LTD. (current position)
Jun. 2015 Outside Director, FUJI KYUKO CO., LTD. (current position)
Apr. 2019 Chairman of the Board, Asahi Mutual Life Insurance Company(current position)
Jun. 2019 President, National Federation of UNESCO Association in Japan(current position)
Oct. 2019 Deputy Director, Regional Culture Award Tax Accountant’s Fund(current position)(Significant concurrent positions outside the Company)
Chairman of the Board, Asahi Mutual Life Insurance Company
President, National Federation of UNESCO Association in Japan
Deputy Director, Regional Culture Award Tax Accountant’s Fund

Number of theCompany’s
shares owned

Apr. 1972
Jul. 2004

0 sharesYears of service(as of the conclusionof this general
meeting ofshareholders)
Eight (8) years[Reasons for nomination as candidate for External Audit & Supervisory Board Member]
Yoshiki Sato has been involved in corporate management for many years and has a wealth of knowledge and experiencecultivated as a manager. Therefore, we believe that he is able to audit the execution of duties by Directors in an objective andfair manner. We expect that he will continue to exercise an auditing function on the Company’s overall management, and wetherefore request that he be elected to continue serving as External Audit & Supervisory Board Member.
[Matters related to independence]
The candidate satisfies the requirements of the Tokyo Stock Exchange for the independence of directors, and also meets thecriteria prescribed by the Company for assessing the independence of external directors. Accordingly, the Company hasregistered him with the Tokyo Stock Exchange as Independent Director. If he is reelected as Audit & Supervisory Board
Member, the Company will continue his registration as Independent Director. Moreover, the criteria prescribed by theCompany for assessing the independence of external directors can be found on page 14.
[Limitation of liability contract]
In Article 32 of the Articles of Incorporation there is a provision to the effect that contracts may be concluded with theCompany to limit the liability of Audit & Supervisory Board Members in circumstances in which they have acted in goodfaith and where there has been no gross negligence. The Company has concluded with the candidate a contract with theeffect of limiting the liability of Audit & Supervisory Board Members to the minimum amount prescribed under Article 425,
Paragraph 1 of the Companies Act. In the event that the reelection of the candidate is approved at this general meeting ofshareholders, the Company plans to roll over this limitation of liability contract.
[Other matters of note in relation to this candidate for Audit & Supervisory Board Member]
No special interests exist between the candidate and the Company. Yoshiki Sato is scheduled to retire from the position ofExternal Audit & Supervisory Board Member of Fuji Electric Co., Ltd. at the conclusion of the company’s ordinary general
meeting of shareholders of this year.

- 13 -

<Reference> Criteria for assessing the independence of external directors
The Board of Directors of the Company shall nominate candidates for external directors (independent
external directors, independent external Audit & Supervisory Board Members), for whom there is norisk of conflict of interest with general shareholders, based on the existence or otherwise of personal
relationships, capital relationships or transactional relationships with the Company, and the scale ofthe same relationships.
In cases where the requirements prescribed below are deemed satisfied, the candidate shall be considered
to be sufficiently independent.
1. The candidate shall not be an executive officer of the Group, nor shall they have come from such abackground.
In addition, close family members (Note 1) of the candidate shall not have been executive officers of
the Group within the past five (5) years.
2. The candidate shall not, either now or for the past five (5) years, correspond to one of the following
categories.
(1) An executive officer of a major shareholder (Note 2) of the Company(2) An executive officer of a major customer (Note 3), or an executive officer of a company for which
the Company constitutes a major customer(3) An executive officer of a major creditor of the Group (Note 4)(4) A person affiliated with an auditing firm that performs statutory audits of the Company(5) A person receiving large (Note 5) sums of money, other than director’s remuneration, from theCompany(6) An executive officer from a company where directors of the Company have taken on roles, and viceversa(7) A person executing the business of an organization receiving large amounts of donations or
subsidies (Note 6) from the Company
3. Close family members of the candidate shall not correspond currently to 2(1) or 2(7).
Notes:
1.
2.
3.

4.

5.

6.

Close family members shall mean a spouse of the candidate, or relations in the second
degree, or family living with the candidate.
Major shareholders shall mean entities with 10% or more of the voting rights at
the end of the fiscal year.
Major customers shall mean a customer of the Company for which the annual value oftransactions has accounted to more than 2% of the consolidated total revenue of theCompany during the previous three fiscal years, or of the consolidated total revenue ofthe other party.
Major creditors shall mean financial institutions from which the Group has borrowed
money, and for which the total outstanding loan balance at the end of the fiscal year
exceeds 2% of the consolidated total assets of the Company, or of the financial
institution in question.
Large sums of money shall mean cases in which payments received by individuals
from the Company average more than ¥10 million annually over the past three fiscal
years, or in cases where the consideration paid by the Company to the organization towhich they belong exceeds 2% of the average revenues, or total income, of theorganization over the past three fiscal years.
Organizations in receipt of large amounts of donations or subsidies shall mean anorganization that receives more than ¥10 million annually from the Company indonations or subsidies.

Moreover, when external directors and external Audit & Supervisory Board Members are elected, in
addition to their independence from the Company, candidates shall be required to be of good characterand discernment, and possess a high level of specialized knowledge of, or practical experience in,management, law or accounting etc.
End- 14 -