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 2, 2021
To our shareholders
Hidetaka Shirozume
President and Chief Executive Officer
ADEKA Corporation
7-2-35 Higashi-ogu, Arakawa-ku, Tokyo 116-8554, Japan

Notice of the 159th Ordinary General Meeting of Shareholders
We are pleased to announce that the 159th 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 Thursday, June 17, 2021 (JST).
1. Date and Time: June 18, 2021 (Friday) 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 159th fiscal year (from April 1, 2020 to March 31, 2021)
2. Report on the results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board
Matters to be resolved:
Proposal 1 Appropriation of the Surplus
Proposal 2 Partial Amendments to the Articles of Incorporation
Proposal 3 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 4 Election of Five (5) Directors Who Are Audit and Supervisory Committee Members
Proposal 5 Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal 6 Determination of the Amount of Remuneration, etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)
Proposal 7 Determination of the Amount of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members
Proposal 8 Determination of Matters Related to Restricted Stock Remuneration, etc. for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members and External
Directors)
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 Thursday, June 17, 2021.
(2) Exercise of voting rights via the Internet, etc.
Please access the dedicated website for exercising voting rights specified by the Company-1-

(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 Thursday,June 17, 2021.
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.

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 159th 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-

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 159th 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 ¥48 per share).
Total dividends:¥2,488,975,680
Effective date of dividends of surplus on Monday, June 21, 2021

-3-

Proposal 2

Partial Amendments to the Articles of Incorporation

1. Reason for the amendments(1) The Company will transition from a company with an audit & supervisory board to a company with anaudit and supervisory committee in order to further enhance corporate governance by strengthening thefunction and system for supervision by the Board of Directors. This proposal is intended to makeamendments necessary for the transition to a company with an audit and supervisory committee, including
the establishment of new provisions regarding Directors who are Audit and Supervisory Committee
Members and the Audit and Supervisory Committee as well as the deletion of provisions regarding Audit& Supervisory Board Members and the Audit & Supervisory Board.
(2) The Company will establish Article 33 (Year-end dividends, etc.) in the amended Articles ofIncorporation under this proposal and amend Article 36 (The record date for dividends from the surplus)
and Article 37 (Interim dividends) of the current Articles of Incorporation. With these amendments, it will
become possible to perform, by a resolution of the Board of Directors, matters stipulated in Article 459,
Paragraph 1, Items 2 through 4 of the Companies Act., such as dividends from the surplus, when the
Board of Directors deems it necessary due to unforeseen circumstances such as natural disasters and the
spread of an epidemic.
(3) The Company will establish a new provision, Paragraph 1 of Article 26, in the amended Articles ofIncorporation under this proposal to partially indemnify Directors from their liability within the scope oflaws and regulations by a resolution of the Board of Directors, so that Directors can duly fulfill their
expected roles. Each Audit & Supervisory Board Member has given consent to the establishment of the
new provision, Paragraph 1 of Article 26, in the amended Articles of Incorporation.
(4) The Company will make other necessary amendments, such as changes to the numbering of articles
following the establishment of new articles and deletion of articles mentioned above.
2. Details of the amendments
Details of the amendments are as follows. The amendments to the Articles of Incorporation proposed inthis proposal shall take effect at the conclusion of this General Meeting of Shareholders.

Current Articles of Incorporation
Chapter I. General Provisions
Articles 1. through 3.
(Omitted)(Organization)
Article 4.
In addition to the general meeting of shareholders
and Directors the Company shall have thefollowing organizations;(1) Board of Directors(2) Corporate Auditors(3) Board of Corporate Auditors(4) Accounting Auditors
Article 5.
(Omitted)
Chapter II. Shares
Articles 6. through 11.
(Omitted)
Chapter III. General Meeting of Shareholders
Articles 12. through 17.
(Omitted)-4-(The amendments are underlined.)
Proposed amendments
Chapter I. General Provisions
Articles 1. through 3.
(Unchanged)(Organization)
Article 4.
In addition to the general meeting of shareholders
and Directors the Company shall have thefollowing organizations;(1) Board of Directors(2) Audit and Supervisory Committee(Deleted)(3) Accounting Auditors
Article 5.
(Unchanged)
Chapter II. Shares
Articles 6. through 11.
(Unchanged)
Chapter III. General Meeting of Shareholders
Articles 12. through 17.
(Unchanged)

Current Articles of Incorporation
Chapter IV. Directors and Board of Directors(Number)
Article 18.
The Company shall have not more than 15
Directors.
(New)(Election)
Article 19.
Directors shall be elected at a general meeting ofshareholders.

2. The resolutions for election under the preceding
paragraph shall require the presence ofshareholders holding one-third or more of the total
votes of shareholders entitled to exercise voting
rights, and shall be adopted by a majority of thevotes of the shareholders.
3. No cumulative voting shall be used for theelection of Directors.
(New)(Term of office)
Article 20.
The term of office of Directors shall expire at theclose of the ordinary general meeting ofshareholders relating to the last business year
ending within one year after the election.

(New)

(New)

-5-

Proposed amendments
Chapter IV. Directors and Board of Directors(Number)
Article 18.
The Company shall have not more than 18
Directors.
2. Of the Directors specified in the preceding
paragraph, the Company shall have not more than
five (5) Directors who are Audit and Supervisory
Committee Members.
(Election)
Article 19.
Directors shall be elected at a general meeting ofshareholders distinguishing Directors who are
Audit and Supervisory Committee Members andother Directors.
2. The resolutions for election under the preceding
paragraph shall require the presence ofshareholders holding one-third or more of thetotal votes of shareholders entitled to exercise
voting rights, and shall be adopted by a majorityof the votes of the shareholders.
3. No cumulative voting shall be used for theelection of Directors.
4. The resolution concerning the preliminary
election of a substitute for a Director who is an
Audit and Supervisory Committee Member shallbe effective until the start of the general meetingof shareholders relating to the last business year
ending within two years after the resolution.
(Term of office)
Article 20.
The term of office of Directors (excluding
Directors who are Audit and Supervisory
Committee Members) shall expire at the close of
the ordinary general meeting of shareholders
relating to the last business year ending within
one year after the election.
2. The term of office of Directors who are Audit
and Supervisory Committee Members shall expire
at the close of the ordinary general meeting ofshareholders relating to the last business year
ending within two years after the election.
3. The term of office of Directors who are Audit
and Supervisory Committee Members elected tofill a vacancy of the Directors who are Audit andSupervisory Committee Members exiting before
their term shall expire at such time as the term ofoffice of the retired Directors who are Audit andSupervisory Committee Members would expire.

Current Articles of Incorporation(Board of Directors)
Article 21.
The Board of Directors shall be composed of the
Directors.
2. The Company chairman shall convene theBoard of Director's meetings and serve as thechairman, except when some arrangement is madeby a special decree. If the chairman is prevented
from discharging his duties, another director, inthe order previously fixed by the Board of
Directors, shall take his position.
3. Notice for convening a meeting of the Board of
Directors shall be dispatched to each Director andeach Corporate Auditor two days prior to the dateof the meeting; provided, however, that such
period of notice may be shortened in case ofurgent necessity. A meeting of the Board of
Directors may be held without taking theconvocation procedures with the unanimous
consent of all Directors and Corporate Auditors.
4. A resolution of the Board of Directors shallrequire the presence of a majority of the total
number of directors entitled to vote, and shall be
adopted by a majority vote of such directors.
5. The Company shall deem that a resolution of
the Board of Directors is adopted when therequirements set forth in Article 370 of theCompany Law are satisfied.
6. The matters relating to the Board of Directors
shall be in accordance with laws and these
Articles, and shall be provided for separately in
the Regulations of the Board of Directors.
(New)(Representative Directors)
Article 22.
A Director or Directors to represent the Company
shall be selected by resolution of the Board of
Directors.

-6-

Proposed amendments(Board of Directors)
Article 21.
The Board of Directors shall be composed of the
Directors.
2. The Company chairman shall convene theBoard of Director’s meetings and serve as thechairman, except when some arrangement is madeby a special decree. If the chairman is prevented
from discharging his duties, another director, inthe order previously fixed by the Board of
Directors, shall take his position.
3. Notice for convening a meeting of the Board of
Directors shall be dispatched to each Director twodays prior to the date of the meeting; provided,
however, that such period of notice may be
shortened in case of urgent necessity. A meetingof the Board of Directors may be held without
taking the convocation procedures with theunanimous consent of all Directors.
4. A resolution of the Board of Directors shallrequire the presence of a majority of the total
number of directors entitled to vote, and shall be
adopted by a majority vote of such directors.
5. The Company shall deem that a resolution of
the Board of Directors is adopted when therequirements set forth in Article 370 of theCompany Law are satisfied.
6. The matters relating to the Board of Directors
shall be in accordance with laws and these
Articles, and shall be provided for separately in
the Regulations of the Board of Directors.
(Delegation of decision-making on importantbusiness execution to the Board of Directors)
Article 22.
Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Company Law, the Company
may, by a resolution of the Board of Directors,delegate to its Directors all or part of its decisionmaking regarding important business execution(excluding the matters set forth in items of
Paragraph 5 of the same article).
(Representative Directors)
Article 23.
A Director or Directors to represent the Company
shall be selected from among Directors(excluding Directors who are Audit andSupervisory Committee Members) by resolutionof the Board of Directors.

Current Articles of Incorporation(Directors with specific titles)
Article 23.
A Chairman of the Board and a President may be
selected by resolution of the Board of Directors.

(Remuneration)
Article 24.
The remuneration, bonuses and other property
benefits of Directors received from the Company
as compensation for execution of their duties shallbe determined by the resolution of a general
meeting of shareholders.

(Limited liability contract with Outside Directors)
Article 25.
(New)

The Company may enter into a contract with theoutside Directors limiting their liability fordamages under Article 423, Paragraph 1 of theCompany Law to the amount stipulated by decree
on condition that they are bona fide and withoutgross negligence.

Chapter V. Corporate Auditors and Board of
Corporate Auditors(Number)
Article 26.
The Company shall have not more than five (5)Corporate Auditors.
(Election)
Article 27.
Corporate Auditors shall be elected at a general
meeting of shareholders.
2. The resolutions for election under the preceding
paragraph shall require the presence ofshareholders holding one-third or more of the total
votes of shareholders entitled to exercise voting
rights, and shall be adopted by a majority of thevotes of the shareholders.
-7-

Proposed amendments(Directors with specific titles)
Article 24.
A Chairman of the Board and a President may be
selected from among Directors (excluding
Directors who are Audit and Supervisory
Committee Members) resolution of the Board of
Directors.
(Remuneration)
Article 25.
The remuneration, bonuses and other property
benefits of Directors received from the Company
as compensation for execution of their duties shallbe determined by the resolution of a general
meeting of shareholders, distinguishing those for
Directors who are Audit and Supervisory
Committee Members and those for other
Directors.
(Exemption of Outside Directors from liability)
Article 26.
Pursuant to the provisions of Article 426,
Paragraph 1 of the Company Law, the Company
may, by a resolution of the Board of Directors,
exempt Directors (including former Directors)
from their liability for damages as stipulated by
Article 423, Paragraph 1 of the Company Law, up
to the maximum set forth by laws and regulations.
2. Pursuant to the provisions of Article 427,
Paragraph 1 of the Company Law, the Company
may enter into a contract with the Outside
Directors limiting their liability for damages
under Article 423, Paragraph 1 of the Company
Law to the amount stipulated by decree on
condition that they are bona fide and withoutgross negligence.
(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Term of office)
Article 28.
The term of office of Corporate Auditors shall
expire at the close of the ordinary general meetingof shareholders relating to the last business year
ending within four (4) years after the elections.
2. The term of office of Corporate Auditors
elected to fill a vacancy of the Corporate
Auditor(s) exiting before their term shall expire atsuch time as the term of office of the retired
Corporate Auditor would expire.
(Board of Corporate Auditors)
Article 29.
The Board of Corporate Auditors shall becomposed of the Corporate Auditors.
2. Notice for convening a meeting of the Board of
Corporate Auditors shall be dispatched to each
Corporate Auditor two days prior to the date of
the meeting; provided, however, that such periodof notice may be shortened in case of urgent
necessity. A meeting of the Board of Corporate
Auditors may be held without taking theconvocation procedures with the unanimous
consent of all Corporate Auditors.
3. The resolution for the Board of Corporate
Auditors shall require the majority of Corporate
Auditors except when some arrangement is madeby a special decree.
4. The matters relating to the Board of Corporate
Auditors shall be in accordance with laws andthese Articles, and shall be provided for separately
in the Regulations of the Board of Corporate
Auditors.
(Full-time Corporate Auditors)
Article 30.
The Board of Corporate Auditors shall, by its
resolution, select a full-time Corporate Auditor or
Auditors.
(Remuneration, etc.)
Article 31.
The remuneration, etc. for Corporate Auditors
shall be determined by the resolution of a general
meeting of shareholders.

-8-

Proposed amendments(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation(Limited liability contract with Outside Corporate
Auditors)
Article 32.
The Company may enter into a contract with theOutside Corporate Auditors limiting their liability
for damages under Article 423, Paragraph 1 of theCompany Law to the amount stipulated by decree
on condition that they are bona fide and withoutgross negligence.
(New)
(New)

(New)

Chapter Ⅵ. Accounting Auditors
Articles 33. through 34.
(Omitted)
Chapter Ⅶ. Accounts
Article 35.
(Omitted)-9-

Proposed amendments(Deleted)

Chapter V. Audit and Supervisory Committee(Audit and Supervisory Committee)
Article 27.
The Audit and Supervisory Committee shall becomposed of Audit and Supervisory Committee
Members.
2. Notice for convening a meeting of the Audit
and Supervisory Committee shall be dispatched toeach Audit and Supervisory Committee Member
two days prior to the date of the meeting;provided, however, that such period of notice may
be shortened in case of urgent necessity. A
meeting of the Audit and Supervisory Committee
may be held without taking the convocation
procedures with the unanimous consent of all
Audit and Supervisory Committee Members.
3. A resolution of the Audit and Supervisory
Committee shall require the presence of amajority of the total number of Audit andSupervisory Committee Members entitled to vote,and shall be adopted by a majority vote of such
Audit and Supervisory Committee Members.
4. The matters relating to the Audit andSupervisory Committee shall be in accordancewith laws and these Articles, and shall be
provided for separately in the Regulations of
the Audit and Supervisory Committee.
(Full-time Audit and Supervisory Committee
Members)
Article 28.
The Audit and Supervisory Committee may, by
its resolution, select some full-time Audit andSupervisory Committee Members.
Chapter Ⅵ. Accounting Auditors
Articles 29. through 30.
(Unchanged)
Chapter Ⅶ. Accounts
Article 31.
(Unchanged)

Current Articles of Incorporation(The record date for dividends from the surplus)
Article 36.
The record date for year-end dividend of theCompany shall be March 31 of each year.
(New)
2. In addition, the Company may make decisionon the record date of dividends from the surplus.

(New)(Interim dividends)
Article 37.
The Company may, by a resolution of the Boardof Directors, pay interim dividends, with therecord date therefor being September 30 of eachyear.
(Period of limitation for dividends)
Article 38.
If dividend assets are monetary, the Company
shall be relieved of the obligation to pay such
dividend which remains unreceived upon
expiration of three full years from the day on
which such dividend first became due andpayable.
2. Unpaid dividends shall carry no interest.

- 10 -

Proposed amendments(The record date for dividends from the surplus)
Article 32.
The record date for year-end dividend of theCompany shall be March 31 of each year.
2. The record date for interim dividend of theCompany shall be September 30 of each year.
3. In addition to the dates specified in the two
preceding paragraphs, the Company may makedecision on the record date of dividends from thesurplus.
(Year-end dividends, etc.)
Article. 33
The Company may pay year-end dividends by aresolution of the general meeting of shareholders.
2. When the Board of Directors deems it
necessary due to unforeseen circumstances suchas natural disasters and the spread of an epidemic,
the Company may, by a resolution of the Board of
Directors, determine matters stipulated in Article
459, Paragraph 1, Items 2 through 4 of theCompany Law, such as dividends from thesurplus, unless otherwise provided by laws andregulations.
(Interim dividends)
Article 34.
The Company may, by a resolution of the Boardof Directors, pay interim dividends.

(Period of limitation for dividends, etc.)
Article 35.
If dividend assets are monetary, the Company
shall be relieved of the obligation to pay such
dividend which remains unreceived upon
expiration of three full years from the day on
which such dividend first became due andpayable.
2. Unpaid dividends shall carry no interest.

Proposal 3

Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

Subject to the approval of Proposal 2 “Partial Amendments to the Articles of Incorporation,” the Company
will make the transition to a company with an audit and supervisory committee. In that regard, since the termsof office of all 11 Directors will expire at the conclusion of the Meeting pursuant to Article 332, paragraph 7,
item 1 of the Companies Act, the Company proposes the election of 12 Directors (excluding Directors who
are Audit and Supervisory Committee Members; the same shall apply hereinafter in this proposal).
This Proposal shall take effect on the condition that Proposal 2 “Partial Amendments to the Articles ofIncorporation” is approved as originally proposed and the amendments to the Articles of Incorporation
become effective by the resolution of the proposal.
Candidates for the role of Director are as follows:
Candidate
No.

Name

1

Hidetaka Shirozume

Current position and responsibilities within the Company
President and Chief Executive Officer
Representative Director and Senior Managing Executive Officer
Assistant to the President, Secretarial Department, Human
Resources Department, Purchasing & Distribution Department, as
well as Chair of Internal Control Promotion Committee
Director, Audit & Supervisory Committee Member, NIHONNOHYAKU CO., LTD.
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
Director and Operating Officer
Legal Affairs & Publicity Department, Corporate Planning &Strategy Division, Information System Department, Business
Digitalization Department, Chair of Compliance Promotion
Committee, and Chair of Capital Investment Committee
Director and Operating Officer
General Manager, Polymer Additives Division
Senior Operating Officer
General Manager, Environmental and Safety Division

2

Haruhiko Tomiyasu

3

Yoshiaki Kobayashi

4

Shigeki Fujisawa

5

Yoji Shiga

6

Atsuya Yoshinaka

7

Susumu Yasuda

8

Naoshi Kawamoto

9

Noriyasu Kakuta

10

Kazuyuki Nagai

Director

11

Shigeru Endo

Director

12

Makoto Horiguchi

Reelection / Newelection
Reelection

Reelection

Reelection
Reelection
Reelection
Reelection

Reelection

Reelection
New election
Reelection
External
Independent
Reelection
External
Independent
New election
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(Note) The Company has concluded a directors and officers liability insurance contract which indemnifies the insured persons
against damage compensation, legal costs, etc. arising from claims for damages caused by an act (including nonfeasance)
based on the position of the insured persons as directors and officers of a company, and will renew this contract in Augustof this year. Among the candidates for Directors proposed in this Proposal, all candidates for reappointment have been
insured under this insurance contract and will continue to be insured after their reappointment. The new candidates for
Directors will be insured under this insurance contract after their appointment.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1985
Jun. 2005

1

Number of theCompany’s
shares owned

Joined the Company
General Manager, Electronic Materials Sales
Department
Jun. 2010
General Manager, Information & Electronic Materials
Sales Department
Hidetaka Shirozume
Jun.
2011
General Manager, Chemicals Planning & Marketing(November 10, 1961)
Department[Reelection]
Jun. 2014
Operating Officer, General Manager, Chemicals
Planning & Marketing Department
47,500 shares
Attendance rate at the Jun. 2015
Operating Officer, General Manager, Osaka Main
Board of Directors
Branchmeetings
Jun. 2016
Director and Operating Officer, General Manager,
100%
Osaka Main Branch(19 out of 19)
Jun. 2017
Director and Managing Operating Officer, General
Manager, Corporate Planning & Strategy Division and
Chair of Capital Investment Committee
Jun. 2018
President and Chief Operating Officer
Jun. 2020
President and Chief Executive Officer (current position)[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 3000.” With the expectation of leveraging 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.
Moreover, in the event that he is elected as Director, he is scheduled to be selected President and Chief Executive
Officer at the subsequent meeting 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.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
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
Department, Information System Department, andChair of Internal Control Promotion Committee
Director and Operating Officer, Human Resources
Haruhiko Tomiyasu Jun. 2012
(July 7, 1956)
Department, Finance & Accounting Department,[Reelection]
Information System Department and Chair of Internal
Control Promotion Committee
Attendance rate at the Jun. 2014
Director and Managing Operating Officer, Human
39,200 shares
Board of Directors
Resources Department, Finance & Accounting
meetings
Department, Information System Department, and Chair
100%
of Internal Control Promotion Committee(19 out of 19)
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 Executive Officer,
Assistant to the President, Secretarial Department,
Human Resources Department, Purchasing &Distribution Department, and Chair of Internal Control
Promotion Committee
Sep. 2018 Corporate Auditor of NIHON NOHYAKU CO., LTD.
Jun. 2020
Director, Audit & Supervisory Committee Member,
NIHON NOHYAKU CO., LTD. (current position)
Representative Director and Senior Managing Executive
Officer, Assistant to the President, Secretarial
Department, Human Resources Department, Purchasing& Distribution Department, and Chair of Internal
Control Promotion Committee (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 been involved in the management of the Company and 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 and Director. Since June 2020, he has displayed his powerful leadership andhigh job performance in the management of the Company as Representative Director and Senior Managing
Executive Officer. In addition, as Chair of the Internal Control Promotion Committee, he has pushed for thestrengthening of the Group’s internal control promotion systems. With the expectation of leveraging 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 Executive 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.

- 13 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1985
Feb. 2011
Jun. 2012
Jun. 2016

3

Joined the Company
General Manager, West Japan Foods Sales Department
General Manager, East Japan Foods Sales Department
Yoshiaki Kobayashi
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
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)(19 out of 19)(Significant concurrent position outside the Company)
Managing Director, ADEKA FOODS (CHANGSHU) CO., LTD.

Number of theCompany’s
shares owned

22,800 shares[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. With the expectation of leveraging his abundant experience and track record for the benefitof 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 sellingof products, and technology licensing with ADEKA FOODS (CHANGSHU) CO., LTD.
Apr. 1987
Jun. 2009
Jun. 2011

4

Joined 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,(May 26, 1963)
Chemicals Division, and General Manager, Chemicals[Reelection]
Planning & Marketing Department
Attendance rate at the Mar. 2017 Managing Director, ADEKA FINE CHEMICAL
20,400 shares
Board of Directors
TAIWAN CORP. (current position)
meetings
Managing Director, ADEKA FINE CHEMICAL100%(SHANGHAI) CO., LTD. (current position)(19 out of 19)
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. With the expectation of leveraging 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 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.

- 14 -

Candidate
No.

Name
(Date of birth)
Yoji Shiga(August 3, 1962)[Reelection]

5

6

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1985
Jun. 2006
Jun. 2014

Joined the Company
General Manager, Finance & Accounting Department
Operating Officer, General Manager, Finance &Accounting Department
Director and Operating Officer,
General Manager, Finance & Accounting Department(current position)

Number of theCompany’s shares
owned

24,800 shares
Attendance rate at the Jun. 2018
Board of Directors
meetings
100%(19 out of 19)[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. With the expectation of leveraging his abundant
experience and track record for the benefit of the management of the Group, the Company requests that he beelected to continue 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.
Apr. 1985 Joined the Company
Sep. 2009 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
21,200 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)(19 out of 19)(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. With the expectation of leveraging his abundant experience andtrack record for the benefit of the management of the Group, the Company requests that he be elected tocontinue 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.

- 15 -

Candidate
No.

Career summary, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)
Apr. 1985
Jun. 2009
Jun. 2012
Jun. 2015

7

8

Number of theCompany’s shares
ownedJoined the Company
General Manager, Legal Affairs & Publicity Department
General Manager, Human Resources Department
Operating Officer, General Manager, Human Resourced
Susumu Yasuda
Department(April 29, 1959)
Jun. 2017
Operating Officer, General Manager, Osaka Main Branch[Reelection]
Jun. 2020
Director and Operating Officer, Legal Affairs & Publicity
Department,
Corporate Planning & Strategy Division,
Attendance rate at
14,800 shares
Information System Department, Chair of Compliancethe Board of
Promotion
Committee,
and
Chair
of
CapitalInvestment
Directors
Committee
meetings
Oct.
2020
Directorand Operating Officer, Legal Affairs & Publicity
100%
Department,
Corporate Planning & Strategy Division,(15 out of 15)
Information System Department, Business Digitalization
Department, Chair of Compliance Promotion Committee,
and Chair of Capital Investment Committee (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. Since June 2020, he has been involved in the management of
the Company as Director and has performed his duties in an appropriate manner such as strengthening theinformation security management system and promoting the digitalization of operations of the Company. With
the expectation of leveraging his abundant experience and track record for the benefit of the management of theGroup, the Company 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.
Jan. 2002
Joined the Company
Jun. 2014
General Manager, Polymer Additives R&D Laboratory
Jun. 2017
Operating Officer, General Manager, Polymer Additives
R&D Laboratory
Director and Operating Officer, General Manager,
Naoshi Kawamoto Jun. 2020
Polymer Additives Division (current position)(December 17, 1962)
Mar. 2021 Managing Director, ADEKA FINE CHEMICAL[Reelection](ZHEJIANG) CO., LTD. (current position)
Attendance rate at Apr. 2021 Managing Director, CHANG CHIANG CHEMICAL
12,600 shares
the Board ofCO., LTD. (current position)
Directors
Managing Director, ADEKA FINE CHEMICAL
meetings(CHANGSHU) CO., LTD. (current position)
100%(Significant concurrent positions outside the Company)(15 out of 15)
Managing Director, ADEKA FINE CHEMICAL (ZHEJIANG) CO.,LTD.
Managing Director, CHANG CHIANG CHEMICAL CO., LTD.
Managing Director, ADEKA FINE CHEMICAL (CHANGSHU)
CO., LTD.
[Reasons for nomination as candidate for Director]
As the individual responsible for the research and development department within the Polymer Additives
Division, Naoshi Kawamoto has contributed to the global expansion of the business through the strengthening of
the research and development system of the Company and the development of products that meet the needs ofthe market and customers. Since June 2020, he has been involved in the management of the Company as
Director and has performed his duties in an appropriate manner. With the expectation of leveraging his abundant
experience and track record for the benefit of the management of the Group, the Company requests that he beelected to continue serving as Director.
[Other matters of note in relation to this candidate for Director]
The Company has a transactional relationship involving technology licensing and financial loans with ADEKA
FINE CHEMICAL (ZHEJIANG) CO., LTD. The Company has a transactional relationship involving the buying
and selling products with CHANG CHIANG CHEMICAL CO., LTD. The Company has a transactional
relationship involving the buying and selling products, as well as technology licensing, with ADEKA FINE
CHEMICAL (CHANGSHU) CO., LTD.

- 16 -

Candidate
No.

Career summary, positions, responsibilities,
and significant concurrent positions

Name(Date of birth)
Apr. 1985
Jun. 2014
Jun. 2016
Jun. 2018

9

10

Number of theCompany’s shares
ownedJoined the Company
General Manager, Kashima Plant
Operating Officer, General Manager, Kashima Plant
Operating Officer, Deputy General Manager,
Production Division
Noriyasu Kakuta
Dec. 2018 Operating Officer, General Manager, Environmental
11,000 shares(April 2, 1959)
and Safety Division[New election]
Mar. 2019 Operating Officer, General Manager, Environmental
and Safety Division, and General Manager, Technology& Engineering Department
Jun. 2020
Senior Operating Officer, General Manager,
Environmental and Safety Division (current position)[Reasons for nomination as candidate for Director]
As the individual responsible for supervising the Production Division and the Environmental and Safety Division,
Noriyasu Kakuta has worked to strengthen the production system, environmental measures, quality audits, safety
management, etc. of the Company. Since June 2016, he has been involved in the management of the Company as
Operating Officer 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 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.
Kazuyuki Nagai
Apr. 1981 Professor, Faculty of Law, CHUO UNIVERSITY(September 24, 1945)(Companies Act)
[Reelection]
Nov. 1999 Dean, Faculty of Law, CHUO UNIVERSITY[External]
May 2004 Registered as attorney (current position)[Independent]
Nov. 2005 President, CHUO UNIVERSITY
Attendance rate at the Dec. 2005 Chancellor, CHUO UNIVERSITY
External Director of the Company (current position)
Board of Directors Jun. 2010
Jun. 2012
Chairman, UNIVERSITY CORRESPONDENCE
meetings
6,900 shares
100%
EDUCATION (current position)(19 out of 19)
Apr. 2016 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)Eleven (11) years[Reasons for nomination as candidate for External Director and expected roles]
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 expects 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 28.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is 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 thisgeneral meeting of shareholders, the Company intends to roll over this limitation of liability contract.
[Other matters of note in relation to this candidate for External Director]
No special interests exist between the candidate and the Company.

- 17 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1974
Feb. 1989
Apr. 2001

11

Number of theCompany’s shares
ownedJoined 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
100%(19 out of 19)
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)
Three (3) years
Oct. 2019 Outside Director, JGC HOLDINGS CORPORATION(current position)(Significant concurrent positions outside the Company)
External Director of IINO KAIUN KAISHA, LTD.
Special Assistant to the Ministry of Foreign Affairs
Outside Director of JGC HOLDINGS CORPORATION[Reasons for nomination as candidate for External Director and expected roles]
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 expects that his broad knowledge and insights into international affairs and his
international sense, enable 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. 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 28.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is 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 thisgeneral meeting of shareholders, the Company intends to roll over this limitation of liability contract.
[Other matters of note in relation to this candidate for External Director]
No special interests exist between the candidate and the Company.

- 18 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1979
Jun. 2012
Apr. 2015
Apr. 2016

12

Number of theCompany’s shares
ownedJoined Iwatani Corporation
Executive Officer, Iwatani Corporation
Managing Officer, Iwatani Corporation
Deputy General Manager (East), Industrial Gases &Machinery Business Group, Iwatani Corporation
Jun. 2016
Member of the Board, Executive Officer, General
Manager, Industrial Gases & Machinery BusinessGroup, Iwatani Corporation
Makoto Horiguchi Apr. 2017 Executive Director, Iwatani Corporation(December 5, 1955) Jul. 2018
General Manager, Customer Relations and Services
0 shares[New election]
Division, Iwatani Corporation (current position)[External]
Apr. 2019 Member of the Board, Senior Managing Officer,[Independent]
Industrial Gases Division; Hydrogen Division;
Machinery Division, Iwatani Corporation (current
position)
Apr. 2020 Member of the Board, Vice President (current position)
Responsible for sales (current position)(Significant concurrent positions outside the Company)
Director, Doral Pty Ltd.
Member of the Board, Iwatani (China) Limited[Reasons for nomination as candidate for External Director and expected roles]
Makoto Horiguchi currently supervises the Sales Division of Iwatani Corporation as Member of the Board, Vice
President of Iwatani Corporation, and has been involved in the management of its overseas operating companies.
He possesses abundant experience in management and corporate governance, broad insights, global knowledge
and excellent personality. The Company expects that he will offer appropriate supervision and advice on thegeneral management of the Company and contribute to the enhancement of the corporate value of the Company,
and we therefore request that he be elected to serve 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. If he is elected
at this general meeting of shareholders, the Company plans to register him with the Tokyo Stock Exchange as
Independent Director. Moreover, the criteria prescribed by the Company for assessing the independence of
external directors can be found on page 28.
[Limitation of liability contract]
In the event that the election of the candidate is approved at this general meeting of shareholders, pursuant to theprovisions of Article 427, Paragraph 1 of the Companies Act, the Company intends to conclude with thecandidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of the sameact. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under Article
425, Paragraph 1 of the Companies Act.
[Other matters of note in relation to this candidate for External Director]
No special interests exist between the candidate and the Company.

- 19 -

Proposal 4

Election of Five (5) Directors Who Are Audit and Supervisory Committee Members

Subject to the approval of Proposal 2 “Partial Amendments to the Articles of Incorporation,” the Company
will make the transition to a company with an audit and supervisory committee. In that regard, the Company
proposes the election of five (5) Directors who are Audit and Supervisory Committee Members (hereinafter“Audit and Supervisory Committee Members”; the same shall apply hereinafter in this proposal).
This Proposal shall take effect on the condition that Proposal 2 “Partial Amendments to the Articles ofIncorporation” is approved as originally proposed and the amendments to the Articles of Incorporation
become effective by the resolution of the proposal.
In addition, this proposal has obtained the consent of the Audit & Supervisory Board.
Candidates for Audit and Supervisory Committee Members are as follows:
Reelection / Newelection

Candidate
No.

Name

1

Yoshito Hayashi

Audit & Supervisory Board Member

New election

2

Akimasa Yajima

Audit & Supervisory Board Member

New election

Current position and responsibilities within the Company

New election
External
Independent
New election
External
4
Yoko Takemura
Audit & Supervisory Board Member
Independent
New election
External
5
Audit & Supervisory Board Member
Yoshiki Sato
Independent(Note) The Company has concluded a directors and officers liability insurance contract which indemnifies the insured persons
against damage compensation, legal costs, etc. arising from claims for damages caused by an act (including nonfeasance)
based on the position of the insured persons as directors and officers of a company, and will renew this contract inAugust of this year. The candidates stated above will be insured after their appointment.
3

Akio Okuyama

Audit & Supervisory Board Member- 20 -

Candidate
No.

Name
(Date of birth)
Yoshito Hayashi(November 7, 1953)[New election]

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1976
Jun. 2008
Jun. 2012

Attendance rate at theBoard of Directors Jun. 2014
meetings
100%(19 out of 19)

1

Number of theCompany’s
shares owned

Joined the Company
General Manager, Foods Planning & Development
Department
Operating Officer, General Manager, Foods Planning &Development Department
Audit & Supervisory Board Member (current position)
20,000 shares

Attendance rate at
the Audit &Supervisory
Board meetings
100%(7 out of 7)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Yoshito Hayashi's career background and practical experience include business execution, primarily in the sales
departments as Operating Officer, and he possesses in-depth knowledge of the Company’s operations. In
addition, having served as representative director and corporate auditor at subsidiaries, he possesses a significant
level of knowledge regarding company management and audit operations. With the expectation of leveraging his
abundant experience and track record to strengthen the audit structure, the Company proposes that he be elected
to serve as Director who is an Audit and Supervisory Committee Member.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act. In the event that the candidate is elected as Director who is an
Audit and Supervisory Committee Member at this general meeting of shareholders, the Company intends toconclude a limitation of liability contract described hereto with the candidate.
[Other matters of note in relation to this candidate for Director who is an Audit and Supervisory Committee
Member]No special interests exist between the candidate and the Company.

- 21 -

Candidate
No.

Name
(Date of birth)
Akimasa Yajima(January 1, 1953)[New election]

2

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1987
Jun. 2006

Number of theCompany’s
shares owned

Joined the Company
General Manager, Electronic Materials Development
Laboratory
Jun. 2009 Operating Officer, General Manager, Electronic Materials
Development Laboratory
Attendance rate at the
Sep.
2009
Operating Officer, General Manager, R&D Planning
Board of Directors
Department
meetings
Jun. 2011 President & Chief Executive Officer, TOKYO100%
28,000 shares
ENVIRONMENTAL MEASUREMENT CENTER CO.,(19 out of 19)
LTD.
Attendance rate at Jun. 2013 Director and Operating Officer, General Manager, R&D
Planning Department
the Audit &Dec. 2013 Director and Operating Officer, General Manager,
Supervisory
Research & Development Division
Board meetings
Jun. 2018 Audit & Supervisory Board Member (current position)
100%(7 out of 7)[Reasons for nomination as candidate for Director who is an Audit and Supervisory Committee Member]
Akimasa Yajima’s career background and practical experience include business execution, primarily in the
Research & Development Division, and he possesses in-depth knowledge of the Company’s operations. In
addition, as the representative director of a subsidiary, he is involved in management, and since June 2013, hasbeen involved in the management of the Company as a Director, and has thus accumulated abundant experienceand wide-ranging insights across the whole of management. With the expectation of leveraging his abundant
experience and track record to strengthen the audit structure, the Company proposes that he be elected to serve
as Director who is an Audit and Supervisory Committee Member.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act. In the event that the candidate is elected as Director who is an
Audit and Supervisory Committee Member at this general meeting of shareholders, the Company intends toconclude a limitation of liability contract described hereto with the candidate.
[Other matters of note in relation to this candidate for Director who is an Audit and Supervisory Committee
Member]No special interests exist between the candidate and the Company.

- 22 -

Candidate
No.

3

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number of theCompany’s
shares owned

Dec. 1968 Joined CHUO AUDIT CORPORATION
Mar. 1971 Registered as certified public accountant
Mar. 1983 Partner, CHUO AUDIT CORPORATION (later MISUZU
AUDIT CORPORATION)
Jul. 2001
Chairperson, JAPANESE INSTITUTE of CERTIFIED
Akio Okuyama
PUBLIC ACCOUNTANTS(October 10, 1944) May 2005 Chairperson, CHUO AOYAMA AUDIT[New election]
CORPORATION (later MISUZU AUDIT[External]
CORPORATION)[Independent]
Apr. 2006 Visiting Professor, Graduate School of Accountancy,
WASEDA UNIVERSITY
Attendance rate at the Feb. 2007 Chairperson, OKUYAMA ACCOUNTING FIRM
Board of Directors(current position)
meetings
Jun. 2009 External Audit & Supervisory Board Member of the
0 shares100%
Company (current position)(19 out of 19)
Jun. 2010 Outside Corporate Auditor, NIPPON FLOUR MILLS
CO., LTD. (present NIPPN CORPORATION)
Attendance rate at Jun. 2014 Corporate Auditor, SHINKIN CENTRAL BANK
the Audit &(current position)
Supervisory
Jun. 2020 Outside Director who is an Audit and Supervisory
Board meetings
Committee Member, NIPPON FLOUR MILLS CO.,100%
LTD. (present NIPPN CORPORATION) (current(7 out of 7)
position)(Significant concurrent positions outside the Company)
Outside Director who is an Audit and Supervisory Committee
Member, NIPPN CORPORATION
Corporate Auditor, SHINKIN CENTRAL BANK
[Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee Member
and expected roles]
Akio Okuyama possesses in-depth knowledge of corporate finance and legal affairs as a certified public
accountant and has a wealth of insights in the overall corporate management. Therefore, we believe that he isable to audit the execution of duties by Directors in an objective and fair manner. He has had no direct
experience of involvement in company management in the past except through his role as an external auditor,
but the Company expects that he will continue to exercise an auditing function on the Company’s overallmanagement for the reasons stated above, and we therefore request that he be elected to serve as External
Director who is an Audit and Supervisory Committee Member.
[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. If he is elected
as Director, the Company plans to register him with the Tokyo Stock Exchange as Independent Director.
Moreover, the criteria prescribed by the Company for assessing the independence of external directors can befound on page 28.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act. In the event that the candidate is elected as External Director who
is an Audit and Supervisory Committee Member at this general meeting of shareholders, the Company intends toconclude a limitation of liability contract described hereto with the candidate.
[Other matters of note in relation to this candidate for External Director who is an Audit and Supervisory
Committee Member]
No special interests exist between the candidate and the Company.

- 23 -

Candidate
No.

Name
(Date of birth)
Yoko Takemura(April 7, 1952)[New election][External][Independent]

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1990
Jan. 1997
Jun. 2004

Attendance rate at theBoard of Directors Jun. 2005
meetings
Jun. 201195%(18 out of 19)

4

Registered as attorney (Tokyo Bar Association)
Joined MIYAKE IMAI IKEDA LAW OFFICE
Partner of MIYAKE IMAI IKEDA LAW OFFICE (current
position)
External Audit & Supervisory Board Member, SEIYO
FOOD SYSTEMS INC. (present Compass Group JapanInc.)
Outside Auditor, WACOAL CORP. (present WACOALHOLDINGS CORP.)
External Audit & Supervisory Board Member of theCompany (current position)

Number of theCompany’s
shares owned

8,200 shares

Attendance rate at
the Audit &Supervisory
Board meetings
100%(7 out of 7)[Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee Member
and expected roles]
Yoko Takemura is intimately familiar with corporate legal affairs, having been an attorney for many years. She
has had no direct experience of involvement in company management in the past except through her role as anexternal auditor, but the Company expects that she will leverage her abundant experience and insights to conduct
audit work objectively from a specialized legal standpoint, and we therefore request that she be elected to serve
as External Director who is an Audit and Supervisory Committee Member.
[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. If she iselected as Director, the Company plans to register her with the Tokyo Stock Exchange as Independent Director.
Moreover, the criteria prescribed by the Company for assessing the independence of external directors can befound on page 28.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act. In the event that the candidate is elected as External Director who
is an Audit and Supervisory Committee Member at this general meeting of shareholders, the Company intends toconclude a limitation of liability contract described hereto with the candidate.
[Other matters of note in relation to this candidate for External Director who is an Audit and Supervisory
Committee Member]
No special interests exist between the candidate and the Company.

- 24 -

Candidate
No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
Apr. 1972
Jul. 2004

5

Number of theCompany’s
shares owned

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
Yoshiki Sato
Life Insurance Company(December 5, 1949) Jun. 2011 Outside Audit & Supervisory Board Member, The[New election]
Yokohama Rubber Co., Ltd.
[External]
Jun. 2012 External Audit & Supervisory Board Member of the[Independent]
Company (current position)
Jun. 2012 Outside Auditor, FUJI ELECTRIC CO., LTD.
Attendance rate at the Jun. 2015 Outside Director, FUJI KYUKO CO., LTD. (current
Board of Directors
position)
meetings
Apr. 2019 Chairman of the Board, Asahi Mutual Life Insurance
0 shares95%
Company (current position)(18 out of 19)
Jun. 2019 President, National Federation of UNESCO Associationin Japan (current position)
Attendance rate at Oct. 2019 Deputy Director, Regional Culture Award Tax
the Audit &Accountant’s Fund (current position)
Supervisory
Jun. 2020 Outside Auditor, Nippon Light Metal Holdings
Board meetings
Company, Ltd. (current position)
100%(Significant concurrent positions outside the Company)(7 out of 7)
Chairman of the Board, Asahi Mutual Life Insurance Company
Outside Director, FUJI KYUKO CO., LTD.
President, National Federation of UNESCO Association in Japan
Deputy Director, Regional Culture Award Tax Accountant’s Fund
Outside Auditor, Nippon Light Metal Holdings Company, Ltd.
[Reasons for nomination as candidate for External Director who is an Audit and Supervisory Committee Member
and expected roles]
Yoshiki Sato has been involved in corporate management for many years and has a wealth of knowledge andexperience cultivated as a manager. Therefore, we believe that he is able to audit the execution of duties byDirectors in an objective and fair manner. We expect that he will continue to exercise an auditing function on the
Company’s overall management, and we therefore request that he be elected to serve as External Director who is
an Audit and Supervisory Committee Member.
[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. If he is elected
as Director, the Company plans to register him with the Tokyo Stock Exchange as Independent Director.
Moreover, the criteria prescribed by the Company for assessing the independence of external directors can befound on page 28.
[Limitation of liability contract]
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has concluded withthe candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph 1 of thesame act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act. In the event that the candidate is elected as External Director who
is an Audit and Supervisory Committee Member at this general meeting of shareholders, the Company intends toconclude a limitation of liability contract described hereto with the candidate.
[Other matters of note in relation to this candidate for External Director who is an Audit and Supervisory
Committee Member]
Yoshiki Sato has served as Outside Auditor of Nippon Light Metal Holdings Company, Ltd. since June 2020. In
May 2021, during his tenure, the JIS certificate of the Nagoya Plant of Nippon Light Metal Company, Ltd., which
is a consolidated subsidiary of Nippon Light Metal Holdings Company, Ltd., was revoked due to inappropriate
activities; for example, some aluminum plate products were shipped with the JIS mark even though those
products were tested using a method inconsistent with JIS regulations. Although he had been unaware of this caseuntil it was discovered, he regularly made statements from a compliance-oriented perspective at the Board of
Directors meetings of the Nippon Light Metal Holdings Company, Ltd. and other occasions. After the case wasrevealed, he has properly performed his duties such as investigating the fact, finding the cause, and making
suggestions about recurrence prevention measures.

- 25 -

Proposal 5

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

Subject to the approval of Proposal 2 “Partial Amendments to the Articles of Incorporation,” the Company
will make the transition to a company with an audit and supervisory committee. In that regard, the Company
proposes the election of one (1) Substitute Director who is an Audit and Supervisory Committee Member(hereinafter “Substitute Audit and Supervisory Committee Member”; the same shall apply hereinafter in this
proposal) in case the number of Directors who are Audit and Supervisory Committee Members (hereinafter“Audit and Supervisory Committee Members”; the same shall apply hereinafter in this proposal) falls shortof that required by laws and regulations.
This Proposal shall take effect on the condition that Proposal 2 “Partial Amendments to the Articles ofIncorporation” is approved as originally proposed and the amendments to the Articles of Incorporation
become effective by the resolution of the proposal.
This proposal has obtained the consent of the Audit & Supervisory Board.
In addition, the validity of this election can be nullified by the resolution of the Board of Directors if theconsent of the Audit & Supervisory Committee has been obtained, provided that the candidate has not yet
assumed office as Audit and Supervisory Committee Member.
The candidate for Substitute Audit and Supervisory Committee Member is as follows:- 26 -

Name(Date of birth)

Career summary and significant concurrent positions
Oct. 1992

Number of theCompany’s
shares owned

Joined CHUO SHINKO AUDIT CORPORATION (later MISUZU
AUDIT CORPORATION)
Apr. 1996 Registered as certified public accountant
Jul. 2004
Partner, CHUO AOYAMA AUDIT CORPORATION (later MISUZU
AUDIT CORPORATION)
Sep. 2006 General Manager, Learning & Education Division (L&D Division),
MISUZU AUDIT CORPORATION
Aug. 2007 Partner and Deputy General Manager, Human Resources Development
Division, Tohmatsu & Co (present Deloitte Touche Tohmatsu LLC)
Aug.
2011
SeniorManaging Director, Tohmatsu e-Learning Solutions Co., Ltd.
Keiji Yumiba
Dec. 2014 President and Representative Director, Tohmatsu e-Learning(March 28, 1968)
Solutions Co., Ltd.
0 shares[External]
Aug. 2017 President and Representative Director, Sankei Buz Consulting, Corp.
[Independent](current position)
Sep. 2017 Representative Director, International Computer Auditing Education
Association (current position)
Feb. 2018 Part-time Audit & Supervisory Board Member, Digital Knowledge
Co., Ltd. (current position)
Nov. 2020 Part-time Lecturer, Aoyama Gakuin University Graduate School ofProfessional Accountancy (current position)(Significant concurrent positions outside the Company)
President and Representative Director, Sankei Buz Consulting, Corp.
Representative Director, International Computer Auditing Education Association[Reasons for nomination as candidate for Substitute External Director who is an Audit and Supervisory Committee Member
and expected roles]
Keiji Yumiba possesses specialized knowledge and experience in finance and accounting cultivated as a certified public
accountant, as well as broad experience and abundant insights gained as a corporate manager. The Company expects that hewill leverage his experience and knowledge to contribute to ensuring the soundness and appropriateness, and improving
transparency of the management of the Company, and we therefore request that he be elected as Substitute External Director
who is an Audit and Supervisory Committee 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. If he assumes office as External
Director who is an Audit and Supervisory Committee Member, the Company plans to register him with the Tokyo Stock
Exchange as Independent Director. Moreover, the criteria prescribed by the Company for assessing the independence of
external directors can be found on page 28.
[Limitation of liability contract]
If the candidate assumes office as External Director who is an Audit and Supervisory Committee Member, the Company
intends to conclude with the candidate a contract with the effect of limiting the liability as stipulated in Article 423, Paragraph
1 of the Companies Act. The maximum amount of liability pursuant to such contract is the minimum amount prescribed under
Article 425, Paragraph 1 of the Companies Act.
[Directors and Officers Liability Insurance Contract]
The Company has concluded a directors and officers liability insurance contract which indemnifies the insured persons against
damage compensation, legal costs, etc. arising from claims for damages caused by an act (including nonfeasance) based on theposition of the insured persons as directors and officers of a company. If the candidate assumes office as External Director
who is an Audit and Supervisory Committee Member, he will be included in the insured of this insurance contract.
[Other matters of note in relation to this candidate for Substitute External Director who is an Audit and Supervisory
Committee Member]
No special interests exist between the candidate and the Company.

- 27 -

<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), for whom there is no risk of conflict of interest with general shareholders, basedon the existence or otherwise of personal relationships, capital relationships or transactional
relationships with the Company, and the scale of the 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 are elected, in addition to their independence from the Company,
candidates shall be required to be of good character and discernment, and possess a high level of
specialized knowledge of, or practical experience in, management, law or accounting etc.

- 28 -

Proposal 6

Determination of the Amount of Remuneration, etc. for Directors (Excluding Directors
Who Are Audit and Supervisory Committee Members)

At the 146th Ordinary General Meeting of Shareholders held on June 23, 2008, a resolution was adopted to set
the amount of remuneration, etc. (excluding the amount of restricted stock remuneration, etc. in Proposal 8)
for Directors of the Company to no more than 336 million yen per year (including an amount not exceeding
30 million yen per year for External Directors; however, this amount does not include employee salaries for
Directors concurrently serving as employees), and this resolution has been in force to date. If Proposal 2“Partial Amendments to the Articles of Incorporation” is approved, the Company will transition to a company
with an audit and supervisory committee. Accordingly, pursuant to the provisions of Article 361, Paragraphs 1
and 2 of the Companies Act, the Company proposes to abolish the current limit of remuneration, etc. for
Directors mentioned above and set the amount of remuneration, etc. (excluding the amount of restricted stock
remuneration, etc. in Proposal 8) for Directors (excluding Directors who are Audit and Supervisory
Committee Members) to no more than 480 million yen per year (including an amount not exceeding 60
million yen per year for External Directors and employee salaries for Directors concurrently serving as
employees), based on economic conditions and other circumstances. Subject to approval of Proposal 2 “Partial
Amendments to the Articles of Incorporation,” this proposal, and Proposal 8 “Determination of Matters
Related to Restricted Stock Remuneration, etc. for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members and External Directors),” pursuant to the provisions of Article 361,
Paragraph 7 of the Companies Act, the Company established a policy regarding the determination of details of
individual remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory Committee
Members), in accordance with a resolution passed at a meeting of the Board of Directors held on May 21,
2021, as described below. The content of this proposal is in line with the policy and was determined based on
advice obtained from the Nomination and Remuneration Committee (two members, which is a majority of thethree members, are independent external directors), which was voluntarily established by the Company. As
such, the Company believes the content is reasonable.
There are currently 11 Directors. When Proposal 2 “Partial Amendments to the Articles of Incorporation” andProposal 3 “Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)” are approved as proposed, the number of Directors (excluding Directors who are Audit andSupervisory Committee Members) who become eligible for the remuneration, etc. by the resolution based on
this proposal will be 12 (including three External Directors).
The resolution of this proposal shall become effective on the condition that Proposal 2 “Partial Amendments
to the Articles of Incorporation” is approved as proposed, and that the amendments of the Articles ofIncorporation becomes effective by the resolution of the same proposal.

- 29 -

Proposal 7

Determination of the Amount of Remuneration, etc. for Directors Who Are Audit andSupervisory Committee Members

The Company will transition to a company with an audit and supervisory committee subject to approval of
Proposal 2 “Partial Amendments to the Articles of Incorporation.” Accordingly, pursuant to the provisions ofArticle 361, Paragraphs 1 and 2 of the Companies Act, the Company proposes to set the amount of
remuneration, etc. for Directors who are Audit and Supervisory Committee Members to no more than 100
million yen per year, based on economic conditions and other circumstances. The content of this proposal was
determined based on advice obtained from the Nomination and Remuneration Committee (two members,
which is a majority of the three members, are independent external directors), which was voluntarily
established by the Company. As such, the Company believes the content is reasonable.
When Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 4 “Election of Five (5)Directors Who Are Audit and Supervisory Committee Members” are approved as proposed, the number of
Directors who are Audit and Supervisory Committee Members becoming eligible for the remuneration, etc. by
the resolution based on this proposal will be five.
The resolution of this proposal shall become effective on the condition that Proposal 2 “Partial Amendments
to the Articles of Incorporation” is approved as proposed, and that the amendments of the Articles ofIncorporation becomes effective by the resolution of the same proposal.

- 30 -

Proposal 8

Determination of Matters Related to Restricted Stock Remuneration, etc. for Directors(Excluding Directors Who Are Audit and Supervisory Committee Members andExternal Directors)

At the 155th Ordinary General Meeting of Shareholders held on June 23, 2017, a resolution was adopted to set
the amount of restricted stock remuneration, etc. for Directors (excluding External Directors) of the Company
to no more than 150 million yen per year, separately from the amount of remuneration, etc. for Directors (nomore than 336 million yen per year (including an amount not exceeding 30 million yen per year for External
Directors; however, this amount does not include employee salaries for Directors concurrently serving as
employees), and this resolution has been in force to date. If Proposal 2 “Partial Amendments to the Articles ofIncorporation” is approved, the Company will transition to a company with an audit and supervisorycommittee.
Accordingly, pursuant to the provisions of Article 361, Paragraphs 1 and 2 of the Companies Act, theCompany proposes to set the total amount of monetary remuneration to be paid to Directors (excluding
Directors who are Audit and Supervisory Committee Members and External Directors; hereinafter, “Eligible
Directors”; the same shall apply hereinafter) who will be in office after the transition to a company with anaudit and supervisory committee, for granting restricted stock, to no more than 150 million yen per year. Sameas with the current amount of restricted stock remuneration, etc. for Directors, the amount is provided
separately from the remuneration limit (no more than 480 million yen per year (including an amount notexceeding 60 million yen per year for External Directors and employee salaries for Directors concurrently
serving as employees) for Directors (excluding Directors who are Audit and Supervisory Committee
Members), for which the Company is seeking approval in Proposal 6 “Determination of the Amount of
Remuneration, etc. for Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members).” This proposal is purely procedural in connection with the transition to a company with an audit
and supervisory committee, and in line with the policy (described below) regarding the determination ofdetails of individual remuneration, etc. for Directors (excluding Directors who are Audit and Supervisory
Committee Members), which was established pursuant to the provisions of Article 361, Paragraphs 7 of theCompanies Act, in accordance with a resolution passed at a meeting of the Board of Directors held on May
21, 2021, subject to approval of Proposal 2 “Partial Amendments to the Articles of Incorporation,” Proposal 6“Determination of the Amount of Remuneration, etc. for Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)” and this proposal. Furthermore, this proposal was determined based on
advice obtained from the Nomination and Remuneration Committee (two members, which is a majority of thethree members, are independent external directors), which was voluntarily established by the Company. As
such, the Company believes the content of this proposal is reasonable.
When Proposal 2 “Partial Amendments to the Articles of Incorporation” and Proposal 3 “Election of 12
Directors (Excluding Directors Who Are Audit and Supervisory Committee Members)” are approved as
proposed, the number of Directors (excluding Directors who are Audit and Supervisory Committee Members
and External Directors) who become eligible for the remuneration, etc. by the resolution based on this
proposal will be nine.
The resolution of this proposal shall become effective on the condition that Proposal 2 “Partial Amendments
to the Articles of Incorporation” is approved as proposed, and that the amendments of the Articles ofIncorporation becomes effective by the resolution of the same proposal.
Eligible Directors shall pay all monetary remuneration claims incurred based on a resolution pursuant to this
proposal and a resolution of the Board of Directors as property contributed in kind, and shall receive common
stock of the Company through issuance or disposal, pursuant to a resolution of the Board of Directors of theCompany, and the total number of shares of common stock of the Company to be issued or disposed of in thisway shall not exceed 100,000 shares per year (however, if, on or after the date this proposal is resolved, astock split (including a gratis allotment of common stock of the Company ) or reverse stock split is conducted
in regard to the Company’s common stock, or if other circumstances similar to these arise that necessitate an
adjustment to the total number to be allotted, the Company may reasonably adjust the total number of sharesof restricted stock). The amount to be paid per share shall be the closing price of the Company’s common
stock on the Tokyo Stock Exchange on the business day before the date of each resolution by the Board of
Directors (if there is no trading on that day, the closing price on the most recent preceding trading day).
Furthermore, when issuing or disposing of common stock of the Company in this way, the Company shallenter into a restricted stock allotment agreement (hereinafter, the “Allotment Agreement”) containing thefollowing outline and content with Eligible Directors.
- 31 -

(1) Transfer restriction period
Eligible Directors shall not transfer, pledge as collateral, or otherwise dispose of (hereinafter, the“Transfer Restrictions”) common stock of the Company allotted under the Allotment Agreement(hereinafter, the “Allotted Shares”), for a period determined by the Board of Directors of the Company (aperiod of three years or more; hereinafter, the “Transfer Restriction Period”).
(2) Treatment upon retirement or other circumstances
If an Eligible Director retires from all positions of Director or Operating Officer at the Company prior to
the end of the Transfer Restriction Period, or if other circumstances arise that are stipulated in the
Allotment Agreement, the Company shall automatically acquire the Allotted Shares without
consideration, unless there is a reason that the Board of Directors of the Company considers justifiable.
(3) Removal of the Transfer Restrictions
Regardless of the provisions of (1) above, the Company shall remove the Transfer Restrictions on all
Allotted Shares when the Transfer Restriction Period ends, provided that the Eligible Director served
continuously as Director or Operating Officer at the Company during the Transfer Restriction Period.
However, if the Eligible Director retires from his or her position as defined in (2) above before the end of
the Transfer Restriction Period owing to a reason that the Board of Directors of the Company considers
justifiable, as defined in (2) above, or if other circumstances arise that are stipulated in the Allotment
Agreement, the Company shall reasonably adjust the number of Allotted Shares to remove the Transfer
Restrictions and the timing of the removal of the Transfer Restrictions, as necessary.
(4) Outline of circumstances for an acquisition without consideration(i) The Company shall automatically acquire without consideration the Allotted Shares whose Transfer
Restrictions have not been removed, in accordance with the provision of (3) above at the end of theTransfer Restriction Period.
(ii) If the Eligible Director is sentenced to imprisonment or a more severe punishment during the Transfer
Restriction Period, the Eligible Director files a petition to start procedures such as bankruptcy, or the
Eligible Director retires from all positions of Director or Operating Officer at the Company (except incertain cases), the Company shall automatically acquire the Allotted Shares without consideration
when the Eligible Director falls under any of these cases.
(iii) In addition to the above, the Company shall set forth circumstances that cause an acquisition without
consideration, such as when the Board of Directors of the Company concludes that the Eligible
Director has acted in competition with the Company, or when the Board of Directors of the Company
concludes that the Eligible Director has violated laws and regulations or internal rules of theCompany in a material aspect.
(5) Treatment in organizational restructuring, etc.
Regardless of the provisions of (1) above, if, during the Transfer Restriction Period, a merger agreement
where the Company will be the disappearing company, share exchange agreement or share transfer plan
where the Company will become a wholly owned subsidiary, or other item related to organizational
restructuring, etc. is approved at a general meeting of shareholders of the Company (however, this shallbe the Board of Directors of the Company if the organizational restructuring, etc. does not requireapproval by the general meeting of shareholders of the Company), the Company shall, by resolution of
the Board of Directors of the Company, remove the Transfer Restrictions ahead of the effective date of
the organizational restructuring, etc. on a reasonably determined number of Allotted Shares, taking into
consideration the period from the start date of the Transfer Restriction Period to the approval date of theorganizational restructuring, etc. In addition, in such cases, the Company shall automatically acquire
without consideration any Allotted Shares whose Transfer Restrictions have not been removed,
immediately after the removal of the Transfer Restrictions.
(6) Other matters to be set forth by the Board of Directors
In addition to the above, the Allotment Agreement shall include the method of declaration of intent andnotification for the Allotment Agreement, the method of revising the Allotment Agreement, and othermatters to be set forth by the Board of Directors.

- 32 -

<Reference> Policy of determining the details of individual remuneration, etc. for Directors after the transition
to a company with an audit and supervisory committee
1. Basic policy
The remuneration of the Company’s Directors (excluding Directors who are Audit and Supervisory
Committee Members; the same shall apply hereinafter) shall be arranged to duly function as a motivation
for proper and sound performance so that it enables transparent, fair, prompt and bold decision-making
that leads to an increase in corporate value and, by extension, the common interests of shareholders.
Specifically, remuneration for Directors shall consist of basic remuneration as fixed compensation,
director bonuses as performance-linked remuneration, etc. and stock remuneration. External Directors
who have the oversight function shall only be paid basic remuneration in view of their duties.
2. Policy of determining the amount of individual remuneration, etc. for basic remuneration (monetary
remuneration)
Basic remuneration for the Company’s Directors shall be fixed monthly compensation, and the payment
amount shall be determined according to the rank and number of years in office.
3. Policy of determining the details of performance-linked remuneration, etc. and non-monetary
remuneration, etc. as well as the calculation method of the amount or number thereof
In terms of performance-linked remuneration, etc., director bonuses shall be paid annually at a certain
time. Their amounts shall be calculated by comprehensively considering the financial value, theassessment of which is based on business performance (consolidated net sales, consolidated operating
profit, and consolidated profit) for each fiscal year, the social value, the assessment of which is based oncontribution to environmental issues for each fiscal year, and various other circumstances.
Non-monetary remuneration, etc. shall be restricted stock to have a remuneration structure aimed at thesustainable improvement of the Company’s medium- to long-term corporate value and, by extension,
shareholder value. Restricted stock shall be granted by the resolution of the Board of Directors adopted by
the day on which one month has passed since the start date of the execution of duties of the Eligible
Director, and the number of shares of restricted stock to be granted shall be determined according to rank.
In addition, the transfer restriction period shall be three years or more from the payment date, and inprinciple, transfer restrictions shall be lifted on the condition that the Eligible Director has continuously
served as Director during that period.

- 33 -

4. Policy of determining the proportions of the monetary remuneration amount, the amount of performancelinked remuneration, etc., and the amount of non-monetary remuneration, etc. to the amount of individual
remuneration, etc. for Directors
The proportions of each type of remuneration for executive Directors shall be structured so that higher
ranked Directors will receive a higher weight of director bonuses, which are performance-linked
remuneration.
A general guideline for the percentage of each type of remuneration, etc. is as follows (when performanceindicators are achieved 100%).
Rank

Performance-linked
remuneration, etc.

Basic remuneration

Non-monetary
remuneration, etc.

Chairman and Chief
Executive Officer
55%
22%
23%
President and Chief
Operating Officer
Director and Senior
Managing Operating
59%
20%
21%
Officer
Director and Managing
61%
17%
22%
Operating Officer
Director and Operating
61%
15%
24%
Officer(Note: Performance-linked remuneration, etc. consists of director bonuses, and non-monetary remuneration, etc. consists ofrestricted stock.)

5. Matters concerning the determination of individual remuneration, etc. for Directors
In terms of the basic remuneration component of individual remuneration, etc., the President and Chief
Operating Officer shall be given delegation by the Board of Directors to determine specific details within
the maximum amount resolved at a general meeting of shareholders. The President and Chief Operating
Officer shall consult with the Nomination and Remuneration Committee regarding remuneration plans
drafted based on the remuneration standards set according to the rank and number of years in office of
Directors, and determine the individual remuneration amount of each Director in consideration of thecommittee’s opinions and advice.
As for the director bonus component of individual remuneration, etc., the President and Chief Operating
Officer shall be given delegation by the Board of Directors to determine specific details within the
maximum amount resolved at a general meeting of shareholders. The President and Chief Operating
Officer shall draft a remuneration plan by comprehensively considering business performance of eachfiscal year, contribution to environmental issues, and other various circumstances, and consult with theNomination and Remuneration Committee before the Board of Directors makes a decision inconsideration of opinions and advice of the Nomination and Remuneration Committee.
The President and Chief Operating Officer shall consult with the Nomination and Remuneration
Committee regarding the stock remuneration component of individual remuneration, etc., within the
maximum amount resolved at a general meeting of shareholders, based on the stock remuneration
regulations established by the Board of Directors, and the Board of Directors shall determine the numberof shares to be allotted to each Director.

- 34 -