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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6023)
June 6, 2024
To Shareholders with Voting Rights:
Yoshinobu Hotta
President
Daihatsu Diesel Mfg. Co., Ltd.
1-30 Oyodo Naka 1-chome, Kita-ku, Osaka

NOTICE OF THE 64th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 64th Annual General Meeting of Shareholders of Daihatsu Diesel
Mfg. Co., Ltd. (the “Company”) will be held for the purposes as described below.
In convocation of this General Meeting of Shareholders, the Company has taken measures for electronic
provision. The matters subject to measures for electronic provision are posted on the following website on theinternet.
[The Company’s website]
https://www.dhtd.co.jp/en/ir/shareholders.html
Moreover, the information is also published on the Tokyo Stock Exchange (TSE) website. Please access
TSE’s website (Listed Company Search) and search for the information by entering the issue name (Daihatsu
Diesel) or stock exchange code (6023) of the Company. Please select Basic information and Documents for
public inspection/PR information to confirm the details.
[TSE website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=ShowIn lieu of attending the meeting in person, you can exercise your voting rights through the internet or inwriting. Please review the Reference Documents for the General Meeting of Shareholders, indicate your votefor or against the proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by
5:30 p.m. Japan time on Wednesday, June 26, 2024.
1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

Space 36 L, 36F, Umeda Sky Building Tower West
1-30 Oyodo Naka 1-chome, Kita-ku, Osaka(Please note that the venue is different from the previous year.)-1-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 Board of Statutory Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 64th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Partial Amendments to the Articles of Incorporation
Proposal 3:
Election of Ten (10) Directors
Proposal 4:
Election of Two (2) Statutory Auditors
Proposal 5:
Payment of Bonuses to Directors and Statutory Auditors
4. Matters Decided in Connection with this Convocation:(1) The paper copy sent to shareholders who have requested it does not contain the following mattersaccording to relevant laws and regulations and the provisions of Article 14 of the Company’s Articles
of Incorporation. The Statutory Auditors and the Accounting Auditor have audited the documents to
be audited, including the following matters.
1) “A System to Ensure the Compliance of the Execution of Duties by Directors and Employeeswith Laws and Regulations and the Articles of Incorporation” and “Outline of the Operating
Status of the System to Ensure the Compliance of the Execution of Duties by Directors andEmployees with Laws and Regulations and the Articles of Incorporation” in the Business
Report.
2) “Consolidated Statements of Changes in Equity” and “Notes to Consolidated Financial
Statements” in the Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Equity” and “Notes to Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements(2) When a Voting Rights Exercise Form does not have indication of vote for or against the proposal
A Voting Rights Exercise Form with no indication of vote for or against the proposal shall be deemedas voting for the proposal.
(3) When voting rights are exercised both in writing or through the internet
If voting rights are exercised both in writing and through the internet, the voting rights exercisedthrough the internet shall be treated as the valid vote.
(4) When voting rights are exercised through the internet more than once
If voting rights are exercised through the internet multiple times, the last vote shall be deemed valid.

◎◎◎

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Should the matters subject to measures for electronic provision require revisions, the revised versions will be posted oneach of the websites on which they are posted.
The system for electronic provision of materials for general meetings of shareholders* was introduced according to theamendments to the Companies Act,” which were enforced on September 1, 2022. In the system, in principle, shareholders
access relevant websites and review the materials for general meetings of shareholders through the internet. Paper copies ofthese materials are sent as an exception only to shareholders requesting paper copies of the said materials by the record date
for voting rights in the prescribed method.
*Refer to Reference Documents for the General Meeting of Shareholders, Business Report, Audit Reports, Non-consolidated Financial Statements, andConsolidated Financial Statements◎

Despite the above law amendments, paper copies of the materials for this Annual General Meeting of Shareholders were sent
to all shareholders as in the past.

-2-

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

Distribution of Surplus

The Company plans to distribute surplus for this year as follows, taking into consideration factors such as
business performance for the year and the business environment while also paying attention to its internal
reserves.
1. Matters Related to the Year-end Dividend(1) Matters related to the allocation of dividend property to shareholders and its total amount:
49 yen per common share
Total of 1,550,809,330 yen(2) Date the distribution of surplus comes into effect:
June 28, 2024
2. Matters Related to the Distribution of Surplus(1) Surplus item increased and amount
General reserve
2,700,000,000 yen(2) Surplus item decreased and amount
Retained earnings brought forward
2,700,000,000 yen-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1.

Reasons for amendments
The Company is required to make significant changes in its business and technology, with the recently
increasing environmental awareness and rapid progress in digital transformation. In order to articulate thepolicy focusing on the development of engines that are compatible with next-generation fuels and theutilization of digital technology under the mid- to long-term vision, and to build a new history, Article 1(Trade Name) of the Articles of Incorporation of the Company shall be amended as follows.

2.

Details of amendments
Details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments
Chapter 1 General Provisions

Current Articles of Incorporation
Chapter 1 General Provisions(Trade Name)
Article 1 The name of the Company shall be
DAIHATSU DIESEL MFG. CO., LTD.

<Newly established>(Trade Name)
Article 1
The name of the Company shall be
DAIHATSU INFINEARTH MFG. CO.,LTD.
(Supplementary Provisions)1
The amendment to Article 1 (Trade Name)
shall be effective from May 2, 2025. In case,however, a day different from the said day is
specified as an effective day at the Board of
Directors’ meetings to be held until May 1,
2025, the amendment shall be effective fromthe day newly specified.
2-4-

These supplementary provisions shall be deleted
after the lapse of the effective day of theamendment to Article 1 (Trade Name).

Proposal 3:

Election of Ten (10) Directors

The terms of office of all of the current Directors (10) will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10) Directors.
The candidates for Director are as follows:
Candidate
No.

Name

GenderCurrent position and responsibility
in the Company

Attendance atmeetings of theBoard of Directors

1

Reelection

Yoshinobu Hotta

Male

Representative Director
President

100%(14/14)2

Reelection

Kunihiro Morimoto

Male

Vice President
Assistant to President

79%(11/14)3

Reelection

Toshiki Sanaga

Male

4

Reelection

Takashi Mizushina

Male

5

Reelection

Yoichi Hayata

Male

6

Reelection

Hideki Asada

Male

7

Reelection
Outside Director
Independent

Tamon Tsuda

Male

Director

100%(14/14)8

Reelection
Outside Director
Independent

Chiho Takeda

FemaleDirector

100%(11/11)9

Reelection
Outside Director
Independent

Hiroaki Sato

Male

Director

100%(11/11)

10

New appointment
Outside Director
Independent

Hiroyuki Sakaida

Male

Director and Managing Executive Officer
In charge of Sales Management Division
and Audit Department
Director and Managing Executive Officer
In charge of General Management Division,
Safety, Health, and Environment
Department, and ICT Promotion
Department
Director and Managing Executive Officer
General Manager, Technology Management
Division
Director and Managing Executive Officer
Head of Moriyama Office, General
Manager, Production Management
Division, in charge of Quality Assurance
OfficeReelection: Candidate for Director to be reelected
New appointment: Candidate for Director to be newly elected
Outside Director: Candidate for Outside Director
Independent: Independent Director filed with the Tokyo Stock Exchange

-5-

-

100%
(14/14)100%(14/14)100%(11/11)100%(11/11)

-

No.

Name
(Date of birth)

Positions or
responsibilities in the
Company

Past experience and significant concurrent positions
April 1988
June 2017
June 2018

1

2

3

Number ofshares of theCompany held

Joined the Company
Director
Director and Managing Executive
Yoshinobu Hotta
Officer(January 30, 1966) President
June 2019
Vice President
113,900(Representative Director)
June 2020
President (current position)
Reelection(Significant concurrent position)
President and Representative Director, Daihatsu Diesel
Umeda City Co., Ltd.
[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Yoshinobu Hotta as Director in light of his high level of insight based onbroad experience and achievements in driving the entire Group, having exercised excellent leadership and execution
ability as the President and Representative Director of the Company. The Company has determined that his abundant
experience and achievements spanning across the Company’s business and his high management skills with diverse
values embraced will contribute to further growth of the Company.
April 1988
Joined Daihatsu Motor Co., Ltd.
April 2017
Executive Officer, in charge of CS
Group
January 2019 Executive,
General Manager, Overseas BusinessGroup,
Deputy General Manager, Customer
Kunihiro Morimoto
Vice President
Service Group(July 5, 1965)[Responsibilities]
January 2021 Executive,
9,400
Assistant to President
General Manager, Customer Service
Reelection
Group
June 2021
Statutory Auditor, the Company
January 2022 Executive, Executive Manager, Sales &Customer Service Group, Daihatsu
Motor Co., Ltd.
June 2023
Vice President, the Company (current
position)[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Kunihiro Morimoto as Director in light of his abundant experience andextensive knowledge accumulated over an extended period of time in the manufacturing industry, having exercised
excellent execution ability as the Vice President of the Company in the Group’s management, including spurringbusiness growth and strengthening its management base and governance. The Company has determined that his broad
knowledge and high level of insight will contribute to increasing the Group’s corporate value sustainably.
Director and Managing
April 1993
Joined the Company
Toshiki Sanaga
Executive Officer
June 2020
Director and Managing Executive(January 22, 1970) [Responsibilities]
Officer (current position)
39,800In charge of Sales
Reelection
Management Division and
Audit Department[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Toshiki Sanaga as Director in light of his abundant experience andknowledge of the Company’s business including in sales sections, as well as his excellent insight based on hisachievements as a Director of the Company in showing excellent leadership to contribute to the diverse expansion of ourbusiness, bringing his abundant management experience into play to increase the scale and breadth of our mainstay
business, and building new businesses centering on digital technology. The Company has determined that he will be able
to contribute to further business growth of the Group by leveraging his excellent insight.

-6-

No.

4

Number of
Positions orshares of the
responsibilities in the
Past experience and significant concurrent positions
Company held
Company
Director and Managing
April 1994
Joined the Company
Executive Officer
June 2019
Director and Managing Executive[Responsibilities]
Officer (current position)
Takashi Mizushina
In charge of General(April 13, 1970)
Management Division,
47,600
Safety, Health, andReelection
Environment Department,
and ICT Promotion
Department[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Takashi Mizushina as Director in light of his abundant experience andknowledge of the Company’s business including in administrative sections, as well as his excellent judgement on risk
management and achievements as a Director of the Company, including in bringing different viewpoints into building
Group-wide governance structure and strengthening the Group’s management function.
April 1993
Joined the Company
Name(Date of birth)

56

Director and Managing
Executive Officer[Responsibilities]
General Manager,
Technology Management
Division

Director and Managing Executive
OfficerJune 2021
Managing Executive Officer
35,400June 2023
Director and Managing Executive
Reelection
Officer (current position)(Significant concurrent position)
Representative Director, D D Technical Co., Ltd.
[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Yoichi Hayata as Director in light of his abundant experience and knowledgeof the Company’s business including the technology and research and development sections. The Company has determinedthat he will be able to contribute to sustainable improvement of corporate value in the Group through the effective
fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge spanning across thetechnology development sections, as well as the fulfillment of his roles in leading the development of engines that arecompatible with next-generation fuels.
April 1993
Joined the Company
Director and Managing
June 2019
Director and Managing Executive
Executive Officer
Officer
Hideki Asada[Responsibilities]
June
2021
Managing Executive Officer(August 29, 1969) Head of Moriyama Office,34,400General Manager,
June 2023
Director and Managing Executive
Reelection
Production Management
Officer (current position)
Division, in charge of
Quality Assurance Office
Yoichi Hayata(July 15, 1969)

June 2019[Reasons for nomination as a candidate for Director]
The Company proposes the reelection of Mr. Hideki Asada as Director in light of his abundant experience andknowledge of the Company’s business including manufacturing and quality control sections. The Company has
determined that he will be able to contribute to sustainable improvement of corporate value in the Group through theeffective fulfillment of his roles and responsibilities as a Director of the Company with his extensive knowledge
spanning across the manufacturing sections, as well as the fulfillment of his roles in leading optimization of
manufacturing processes and improvement of product quality.

-7-

No.

Name
(Date of birth)

Positions or
responsibilities in the
Company

Past experience and significant concurrent positions
April 1975

7

8

Number ofshares of theCompany held

Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)
October 1981 Joined Arthur Andersen LLP
Tamon Tsuda
March 1985
Registered as Certified Public Accountant(December 19, 1952)
NovemberRepresentative Partner, Century Ota
2000
Showa & Co. (currently Ernst & Young
Director0
Reelection
ShinNihon LLC)
OutsideJuly 2012
Representative, Tsuda Certified Public
Independent
Accountant Office (current position)
June 2015
Outside Director, the Company (current
position)(Significant concurrent position)
Representative, Tsuda Certified Public Accountant Office[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
The Company proposes the reelection of Mr. Tamon Tsuda as Outside Director as he will leverage his specialist
knowledge and experience, etc. as a Certified Public Accountant in the management of the Company. We expect that,upon his election, Mr. Tsuda will contribute to enhancing the Company's supervisory function over its entire
management, mainly from a financial point of view, by leveraging his expertise as a Certified Public Accountant. In
addition, the Company has determined that he will be able to carry out his duties appropriately upon comprehensively
considering the fact that Mr. Tsuda has experience as an Outside Director and Outside Audit & Supervisory Board
Member in other companies, the fact that he possesses a high level of insight regarding management from his specialist
position as a Certified Public Accountant, and other factors.
October 2001 Registered as Attorney-at-law (Osaka
Bar Association)
Chiho Takeda
Joined Miyake & Partners(February 9, 1973)
May 2016
Partner (current position)
June 2020
Outside Director, Nichidai Corporation
Director0
Reelection(current position)
OutsideJune 2022
Outside Director, Keihanshin Building
Independent
Co., Ltd. (current position)
June 2023
Outside Director, the Company (current
position)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
The Company proposes the reelection of Ms. Chiho Takeda as Outside Director as she will leverage her specialist
knowledge and experience, etc. as an attorney in the management of the Company. Upon her election, we expect that Ms.
Takeda will contribute to enhancing the Company's supervisory function over its entire management, based on her
abundant experience and insight, by leveraging her expertise in the legal field. In addition, the Company has determinedthat she will be able to carry out her duties appropriately upon comprehensively considering the fact that Ms. Takeda
possesses experience in corporate management as an outside director in other companies and a high level of insight
regarding corporate law from her specialist position as an attorney, and other factors.

-8-

No.

9

10
*

Name
(Date of birth)

Positions or
responsibilities in the
Company

Past experience and significant concurrent positions

Number ofshares of theCompany held

April 1982
Joined Canon Inc.
February 2004 Senior General Manager, MR Systems
Laboratory, Leading-edge Technology
Research Center
January 2008 General Manager, Image Information
Hiroaki Sato
Technical Development Center(January 29, 1960)
July 2012
General Manager, Advanced
Information & Real-world Technology
Director0
Reelected
Development Center, Digital System
OutsideTechnology Development Headquarters
Independent
July 2015
Deputy Group Executive, Digital
System Technology Development
Headquarters
March 2019
Audit & Supervisory Board Member
June 2023
Outside Director, the Company (current
position)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
The Company proposes the reelection of Mr. Hiroaki Sato as Outside Director as he will leverage his insight inmanagement of the Company based on his high level of knowledge in the Information and Communication Technology(ICT) and research and development sections and abundant experience through numerous achievements. We expect that,upon his election, Mr. Sato will contribute to enhancing the Company's supervisory function over its entire management,
based mainly on his high level of expertise in digital sections and extensive knowledge. In addition, the Company has
determined that he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sato has
participated in company management as an Audit & Supervisory Board Member in a different company, and that he hascompetence to greatly contribute to the Company’s management in light of his abundant experience in the manufacturingbusiness and high technical knowledge.
April 1991
Joined Nomura Research Institute, Ltd.
March 2000
Joined Paribas Securities (Japan)
Limited, Tokyo Branch (currently BNPParibas Securities (Japan) Limited)
July 2002
Joined Lehman Brothers Japan Inc.
Hiroyuki Sakaida
June 2005
Joined CS First Boston Securities Co.,
(February 10, 1966)
Ltd., Tokyo Branch (currently Credit
Suisse Securities Japan Ltd.)0
New appointment
December 2007 Joined Goldman Sachs Japan Co., Ltd.
OutsideDecember 2017 Joined Macquarie Capital Securities
Independent(Japan) Limited, Tokyo Branch
February 2023 Representative Director, Eku Energy
Japan K.K.
March 2024
Adviser (current position)
March 2024
Senior Consultant, Strategy Advisors
Co., Ltd. (current position)[Reasons for nomination as a candidate for Outside Director and overview of expected roles]
The Company proposes the election of Mr. Hiroyuki Sakaida as Outside Director as he has served in key positions instock research and infrastructure investment sections as a securities analyst, possesses abundant experience in corporate
analysis, and will leverage his high level of knowledge and extensive insight, particularly in the energy field, inmanagement of the Company. We expect that, upon his election, Mr. Sakaida will contribute to enhancing the Company's
supervisory function over its entire management with his extensive knowledge. In addition, the Company has determinedthat he will be able to carry out his duties appropriately, after comprehensively considering that Mr. Sakaida has
participated in company management as a Representative Director in a different company, and that he has competence togreatly contribute to the Company’s management in light of his high level of expertise in the energy sections.

-9-(Notes)
1. The candidate with an asterisk* under the number is a candidate for Director to be newly elected.
2. There are no special interest relationships between each candidate and the Company.
3. Mr. Tamon Tsuda, Ms. Chiho Takeda, Mr. Hiroaki Sato, and Mr. Hiroyuki Sakaida are candidates for Outside Directorof the Company.
Furthermore, Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato have been designated as Independent
Directors as prescribed by the Tokyo Stock Exchange. If they are reelected as Outside Directors, they will remain
Independent Directors. In addition, if Mr. Hiroyuki Sakaida is elected as an Outside Director, he is scheduled to be
designated as an Independent Director as prescribed by the Tokyo Stock Exchange.
4. The term of office of Mr. Tamon Tsuda as Outside Director of the Company will be nine years at the conclusion of thisAnnual General Meeting of Shareholders.
5. The term of office of Ms. Chiho Takeda as Outside Director of the Company will be one year at the conclusion of thisAnnual General Meeting of Shareholders.
6. The term of office of Mr. Hiroaki Sato as Outside Director of the Company will be one year at the conclusion of thisAnnual General Meeting of Shareholders.
7. Contents and overview of liability limitation agreement
The Company has entered into agreements with Mr. Tamon Tsuda, Ms. Chiho Takeda, and Mr. Hiroaki Sato to limit
their liability as defined in Article 423, Paragraph 1 of the Companies Act, in accordance with the stipulations ofArticle 427, Paragraph 1 of the said Act. The limit of liability based on the agreements is the minimum liability
amount set forth in Article 425, Paragraph 1 of the said Act. If their reelection is approved, the Company intends tocontinue the same agreements. In addition, if Mr. Hiroyuki Sakaida is elected, a similar agreement will be entered intowith the electee.
Outline of the liability limitation agreements is as follows:- If an Outside Director incurs any liability to the Company for damages by neglecting his/her duties, such Outside
Director shall be liable for such damages up to the minimum liability amount as defined in Article 425, Paragraph 1 of
the Companies Act.
- The abovementioned liability limitation shall be applicable only if such Outside Director has acted in good faith andwithout gross negligence in performing his/her duties that have caused such liability.
8. Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract as defined in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages that may arise due to the insured
persons’ assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. Certain
exemptions, however, such as an exemption from coverage if such damages are caused by the intent or grossnegligence of insured Directors, shall be provided.
The candidates for Director will be included as the insured persons under the insurance policy if they are elected. The
Company bears the entire premium for all of the insured persons. The Company plans to renew the insurance policy
under the same terms and conditions in effect at the time of next renewal.

- 10 -

Skills Matrix
Skills Following the Conclusion of This Annual General Meeting of Shareholders

Name

Title

Yoshinobu
Hotta
KunihiroMorimoto
ToshikiSanagaTakashi
Mizushina

OutsideRepresentative
Director,
President
Director,
Vice President

Corporate
Technology
Manufacturing
management
ESG and and researchand quality
andsustainability&
controlmanagement
development
strategy
●

●

●

●

●

●

●

●

Director●●

Yoichi Hayata Director

●

●

●

●

Chiho Takeda Director
Hiroaki Sato Director
Hiroyuki
Sakaida(Note)

Director

Globalbusiness●●

Tamon Tsuda Director

Finance

Information
communication
technology(ICT) and
DigitalTransformation(DX)●

Director

Hideki Asada Director

Human
resources andSales andhumanmarketingresource
development〇

Independent●〇

Independent●〇

Independent〇

Independent●●●

Legal affairs
andcompliance

●

●

●

●
●

●
●

●

●
●

●
●

●

●

The above table illustrates the fields of skills candidates for Director are expected to possess in particular and does not indicate all of theknowledge and experiences that the candidates for Director possess.

- 11 -

Proposal 4:

Election of Two (2) Statutory Auditors

Mr. Norihide Bessyo and Mr. Hitoshi Nakagawa, who serve as Statutory Auditors, will retire at theconclusion of this General Meeting of Shareholders. Accordingly, the Company proposes the election of two(2) Statutory Auditors to refill the positions.
According to the stipulations of the Articles of Incorporation of the Company, the term of office of the
new Statutory Auditors will be until the conclusion of the 66th Annual General Meeting of Shareholders
when the term of office of the retiring Mr. Norihide Bessyo and Mr. Hitoshi Nakagawa will expire.
This proposal has been approved by the Board of Statutory Auditors.
The candidates for Statutory Auditor are as follows:
No.

1
*

2
*

Name
(Date of birth)

Positions in the Company

Past experience and significant concurrent positions

Number of sharesof the Company
heldApril 1983
Joined Niterra Co., Ltd.
February 2007 Technical Manager, NGK Spark PlugEuropeApril 2012
General Manager, Production
Yoshihiro Matsubara
Engineering Dept., Plug Technology(December 12, 1960)
Dept., Niterra Co., Ltd.
0
April 2014
Executive Officer
New appointment
June 2019
Standing Corporate Auditor
OutsideIndependent
July 2023
Part-time Adviser (current position)
September
Outside Director, Audit Committee
2023
Member, KeePer Technical LaboratoryCo., Ltd. (current position)[Reasons for nomination as a candidate for Outside Statutory Auditor]
The Company proposes the election of Mr. Yoshihiro Matsubara as Outside Statutory Auditor, as we have determinedthat he would be able to fulfill the supervisory and checking function over the overall business execution of theCompany, in light of his abundant experience and specialist knowledge through his services in the technology
development and production technology sections in the manufacturing industry over an extended period of time, as wellas his experience in company management as a Corporate Auditor, Outside Director, and Audit Committee Member inother companies.
April 1989
Joined Daihatsu Motor Co., Ltd.
January 2010 Manager, Cost Management
Department, Accounting Division
June 2019
Director, Manager, Corporate
Nobuki Nakatani
Manatement Division, Daihatsu Motor(June 6, 1964)
Kyushu Co., Ltd.
0
January 2023 Director, Manager, Corporate
New appointment
Management Division and Manager,
OutsideProduction Management Division
July 2023
Manager, Accounting Division,
Daihatsu Motor Co., Ltd. (current
position)[Reasons for nomination as a candidate for Outside Statutory Auditor]
The Company proposes the election of Mr. Nobuki Nakatani as Outside Statutory Auditor, as we have determined that hewould be able to fulfill the supervisory and checking function over the overall business execution of the Company byleveraging his abundant experience in the key positions in Daihatsu Motor Co., Ltd.
(Notes)1. There are no special interest relationships between each candidate and the Company.
2. Mr. Yoshihiro Matsubara and Mr. Nobuki Nakatani are candidates for Outside Statutory Auditor to be newly elected.
Furthermore, Mr. Yoshihiro Matsubara has been designated as an Independent Statutory Auditor as prescribed by the
Tokyo Stock Exchange. If he is elected as an Outside Statutory Auditor, he is scheduled to be designated as an
Independent Statutory Auditor as prescribed by the Tokyo Stock Exchange.
3. Contents and overview of liability limitation agreement
If Mr. Yoshihiro Matsubara and Mr. Nobuki Nakatani are elected, pursuant to the stipulations of the Company's
Articles of Incorporation, the Company plans to enter into liability limitation agreements with them to limit their
liability for damages as defined in Article 423, Paragraph 1 of the Companies Act, in accordance with the stipulationsof Article 427, Paragraph 1 of the said Act; provided that the limit of liability based on the agreements is the minimum- 12 -

4.

liability amount set forth in laws and regulations.
Outline of the liability limitation agreement is as follows:- If an Outside Statutory Auditor incurs any liability to the Company for damages by neglecting his/her duties, such
Outside Statutory Auditor shall be liable for such damages up to the minimum liability amount as defined in Article
425, Paragraph 1 of the Companies Act.
- The abovementioned liability limitation shall be applicable only if such Outside Statutory Auditor has acted in goodfaith and without gross negligence in performing his/her duties that have caused such liability.
Outline of directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract as defined in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company to cover damages that may arise due to the insured
persons’ assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. Certain
exemptions, however, such as an exemption from coverage if such damages are caused by the intent or grossnegligence of insured Statutory Auditors, shall be provided.
If Mr. Yoshihiro Matsubara and Mr. Nobuki Nakatani are elected, they will be included as the insured persons under
the insurance policy. The Company bears the entire premium for all of the insured persons. The Company plans torenew the insurance policy under the same terms and conditions in effect at the time of next renewal.

Reference: Composition of the Board of Statutory Auditors
If Proposal 4 “Election of Two (2) Statutory Auditors” is approved and passed as originally proposed, thenumber of Statutory Auditors will be three, including two Outside Statutory Auditors, at the conclusion ofthis Annual General Meeting of Shareholders. The composition of the Board of Statutory Auditors will be as
follows:

New appointment
OutsideIndependent
New appointment
Outside100%(14/14)

-

-

-

-

-

-

GenderAtsumi Masada

Male

Statutory Auditor

Yoshihiro Matsubara

Male

Nobuki Nakatani

Male

Name

Current position

Attendance atmeetings of theBoard of Statutory
Auditors
100%(13/13)Current Positions in
the Company- 13 -

Attendance atmeetings of theBoard of Directors

Proposal 5:

Payment of Bonuses to Directors and Statutory Auditors

Taking into consideration the business performance during the fiscal year under review, among otherfactors, the Company proposes to pay bonuses to Directors and Statutory Auditors at the total amount of 125
million yen to ten (10) Directors (including three [3] Outside Directors) and three (3) Statutory Auditors asof the end of the fiscal year under review (118 million yen to Directors excluding Outside Directors, 3
million yen to Outside Directors, and 2 million yen to Statutory Auditors).
The Company has determined the policy on the remuneration, etc. of the individual Directors at theBoard of Directors’ meetings. The outline of the policy is stated in “Business Report 4. Matters Regarding
Directors and Statutory Auditors of the Company (4) Remuneration, etc. of Directors and Statutory Auditors
Pertaining to the Fiscal Year Under Review.” As this proposal is in line with the said policy, the Company
has determined that it is deemed appropriate.
The amounts to be paid to each Director and each Statutory Auditor are to be left to the discretion of theBoard of Directors for Directors and the Board of Statutory Auditors for Statutory Auditors.
(The amounts of bonuses to Directors and Statutory Auditors have been rounded down to the nearest million yen.)End- 14 -