These documents have been translated from apart of Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

(Securities code: 6800)
June 4, 2021
To Shareholders with Voting Rights:
Takayuki Tokuma
Representative Director, President
and Executive Officer
Yokowo Co., Ltd.
5-11, Takinogawa 7-chome,
Kita-ku, Tokyo, JapanNOTICE OF THE 83RD ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 83rd Ordinary General Meeting of Shareholders of Yokowo Co., Ltd.
(the "Company"). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you may exercise your voting rights by either of the following
methods. Please read the Reference Documents for the General Meeting of Shareholders (describedhereinafter) and exercise your voting rights by 5:40 p.m. on Wednesday, June 23, 2021 Japan time.
[If you wish to exercise your voting rights by postal mail (in writing)]
Please indicate your vote for or against each Proposal on the enclosed Voting Rights Exercise Form and sendit back so that it is received by the aforementioned exercise deadline.
[If you wish to exercise your voting rights via the Internet]
Please access the voting website (https:// evote.tr.mufg.jp), use the “log-in ID” and “temporary password” or“log-in QR code” presented on the enclosed Voting Rights Exercise Form and enter your vote for or against
each Proposal by following the instructions displayed on the screen.
1. Date and Time:Thursday, June 24, 2021 at 10:00 a.m. JST

2. Venue:

2nd floor Banquet Hall Akebono of Hotel Metropolitan Tokyo Ikebukuro,
located at 6-1, Nishi-ikebukuro 1-chome, Toshima-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company's
83rd Fiscal Year (from April 1, 2020 to March 31, 2021) and results of audits
by the Accounting Auditor and Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company's 83rd Fiscal Year(from April 1, 2020 to March 31,2021)

1

Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Election of Five Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
4. Notice of Information Disclosure through the Internet
The Company, pursuant to the provisions of applicable laws and regulations and Article 16 of the Articles ofIncorporation of the Company, discloses certain matters specified below that constitute part of the Business
Report, Consolidated Financial Statements, and Non-consolidated Financial Statements through the website of
the Company (https://www.yokowo.co.jp). Accordingly, they are not included in the documents attached to thisnotice.
(1) “System necessary to ensure that the execution of duties by the Directors complies with laws
and regulations and the Articles of Incorporation, and other systems necessary to ensure
properness of operations of the Company,” and “Basic policy concerning persons who
control the decisions on the Company’s financial and business policies” of the Business
Report(2) Consolidated Statement of Changes in Shareholders’ Equity and Notes to the Consolidated
Financial Statements(3) Statement of Changes in Shareholders’ Equity and Notes to the Non-consolidated Financial
Statements
Therefore, the documents attached to this Notice constitute only part of the Consolidated and Nonconsolidated Financial Statements audited by the Accounting Auditor in preparing its Audit Report and part ofthe Business Report, Consolidated and Non-consolidated Financial Statements audited by Audit & Supervisory
Board Members in preparing their Audit Report.
Notes:
1) For those attending, please present the enclosed Voting Rights Exercise Form to the reception upon arrival at
the meeting.
2) Any updates to the Reference Documents for the General Meeting of Shareholders, Business Report, orConsolidated and Non-consolidated Financial Statements will be posted on the Company's website(https://www.yokowo.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposal No. 1: Distribution of Surplus
Matters concerning year-end dividends
Based on the recognition that providing superior returns to shareholders is one of the highest management
priorities, the Company’s basic policy is to continue to pay stable dividends to shareholders, determining thespecific amount of dividend for each fiscal year by taking into consideration the maintenance of internal reserves
to be used for capital investment in production facilities in growing businesses, investment for technologicaldevelopment in new businesses, and investment for market development.
With respect to the operating results for the current fiscal year (fiscal year ended March 31, 2021), while
consolidated sales were slightly lower compared to the previous fiscal year due to effects of the global spread of
the COVID-19, etc., improvement of profit margin at the vehicle communication equipment business segment
contributed to marking a record-high consolidated operating income, consolidated ordinary income and profit
attributable to owners of parent. As for the Group’s medium-term management target “Minimum8”—i.e., securea sales growth rate, a minimum operating profit margin, and a return on equity of 8%., we secured the levelexceeding 8% for operating profit margin being 8.6% and return on equity being 12.2%.
For the next fiscal year (fiscal year ending March 31, 2022), although vaccination is making progress, theCompany expects that the risk of COVID-19 rebound will continue for a certain degree and trends will generally
continue to be uncertain in supply and demand and competitive environments in the Company’s major market.
The Company therefore believes that it is indispensable to perform business operations with more emphasis on
financial stability under these circumstances. Although trends are uncertain in the market as a whole, inquiries
have been on the rise for growing businesses including 5G (the fifth generation mobile communications) every
year, with capital needs for investment in product development and facilities staying at a high level.
In view of the aforementioned circumstances, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2021 as follows, comprehensively taking into account the return of the record-highprofits to shareholders, business forecasts and capital needs for the next fiscal year and beyond as well as securing
financial stability.
(1) Type of dividend property: Cash
(2) Matters concerning allotment of dividend property to shareholders and total amount
20 yen per share of common stock, for a total of 440,829,040 yen
Because an interim dividend of 16 yen per share was paid out, the annual dividend for the fiscal year ended
March 31, 2021 will be 36 yen per share (consolidated dividend payout ratio of 19.5%).
(3) Effective date of distribution of surplus
June 25, 2021 (Friday)3

Proposal No. 2:

Election of Five Directors

The terms of office of all five Directors will expire at the conclusion of this year's Ordinary General Meetingof Shareholders. Accordingly, shareholders are requested to elect five Directors.
The candidates for Directors are as follows.
It should be noted that no material conflict of interest exists between any of the five candidates for Directors
and the Company.

No.

Name

Current Positions and Responsibilities
in the Company

Attendance atBoard ofDirectors’Meetings

1

Takayuki Tokuma

Reappointment

Male

Representative Director, President andExecutive Officer

18/18 times(100%)

2

Kouichi Fukagawa

Reappointment

Male

Director, Senior Managing Executive
Officer

18/18 times(100%)

3

Kenji Yokoo

Reappointment

Male

Director, Managing Executive Officer
and General Manager, VCCS Business
Division

18/18 times(100%)

4

Kuniko Muramatsu

Reappointment
OutsideFemaleOutside Director

18/18 times(100%)

5

Hajime Shioiri

Reappointment
OutsideMale

Outside Director

18/18 times(100%)

4

(Reference)
1. Expertise and experiences of new Board of Directors structure (skill matrix)
Expertise and experiences of the candidates for Directors and Audit & Supervisory Board Members are as
follows.
Expertise and experiences

Name

PositionsTakayuki Tokuma

Corporate
management

ESG andsustainability

Representative Director,
President and Executive
Officer〇〇

Kouichi Fukagawa

Director, Senior
Managing Executive
Officer〇

Kenji Yokoo

Director, Managing
Executive Officer〇〇

Kuniko Muramatsu

Outside Director〇〇

Hajime Shioiri

Outside Director〇

Yasushi Mashimo

Audit & Supervisory
Board Member (Fulltime)

Tooru Furuta

Outside Audit &Supervisory Board
MemberToshiaki Tochigi

Outside Audit &Supervisory Board
MemberLegal and risk
management

Finance and
M&A

〇

〇

〇

〇

〇

〇

〇

〇

HR and laboraffairs

〇

〇

〇

〇

〇

〇

〇

〇

2. Establishment of “Nomination and Compensation Advisory Committee”
At the Board of Directors’ meeting held in February 2021, the Company decided to establish “Nomination
and Compensation Advisory Committee” which started its activities at full scale in March 2021. Overview
of the Committee and major activities until May 14, 2021 are as follows.
(1) Overview
1) Member composition: Three Directors, namely Representative Director Takayuki Tokuma, Outside
Director Kuniko Muramatsu and Outside Director Hajime Shioiri
2) Chairperson: Member Kuniko Muramatsu
3) The Board of Directors shall seek advisory to the Committee on nomination and compensation for
Directors/Audit & Supervisory Board Members/Executive Officers. As an advisory report, theCommittee shall deliberate and determine the original proposal to be discussed at the Board of
Directors. In making resolution, the Board of Directors shall respect the advisory report as muchas possible.
(2) Major activities
March 2021: Deliberated and determined the original proposal on compensation, etc. for Directors andExecutive Officers for the 84th term (fiscal year ending March 31, 2022)
May 2021:
Deliberated and determined the original proposal on payment of bonuses for Directors
and Executive Officers regarding the 83rd term (fiscal year ended March 31, 2021)

5

No.

Name
(Date of birth)

Past experience, positions and responsibilities
August 1988
April 1993
June 1995
September 1995
April 1997
April 1999
October 2001
June 2003
June 2004
December 2004
June 2006

1

Joined the Company
General Manager, Europe and United States Sales Department
Director
Takayuki Tokuma
Director, General Manager, Car Antenna Business Division(June 13, 1954)
Director, in charge of Business Planning Department
Reappointed
Director, in charge of PCC businessDirector, in charge of Business Planning Department
Executive
OfficerNumber of theManaging Director
Company’s shares held:
286,803 shares
Managing Director and Antenna System Company President
Director, Managing Executive Officer, and Antenna System Company
President
April 2007
Representative Director, President and Executive Officer (to present)
Years of service as Director: 25 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)
Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Takayuki Tokuma has led the business expansion/evolution of the Company’s primary businesses, including thedevelopment/sales promotion of micro antennas as General Manager/Company President of the vehicle communicationequipment business, as well as advancing into the BGA socket area of the circuit testing connector business, overseas
sales promotion of the PCC business (current fine connector business) and start-up of the medical device business as theofficer in charge of the supervision of overseas business/Business Planning Department/CTC business/PCC business,and thus has a thorough understanding of all businesses. Currently, he supervises the whole group as President andExecutive Officer, bearing the slogans of “multilayered business” and “permanent evolution.”
The Board of Directors of the Company would like Mr. Tokuma to continuously take responsibility for the businessexecution of the Company in the next period, considering that he successfully achieved steadily improvement thegrowth potential, profitability and stability of management, and thus proposes that he be elected as Director.

6

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 2005

2

Joined the Company
General Manager, Connector Company Business Planning Department
June 2006
Executive Officer and General Manager, Connector Company Business
Planning Department
Executive Officer and Chief Officer of Management Planning H.Q.
Kouichi Fukagawa April 2007
(March 28, 1953)
April 2013
Chairman, Information Security Committee
June 2013
Managing Executive Officer and Chief Officer of Management Planning
Reappointed
H.Q.
June 2015
Director, Managing Executive Officer and Chief Officer of Management
Planning H.Q.
Number of the
Director, Senior Managing Executive Officer and Chief Officer ofCompany’s shares held: June 2016
Management Planning H.Q.
50,736 shares
April 2017
Director, Senior Managing Executive Officer and General Manager,
LTCC Business Division
February 2020 Director, Senior Managing Executive Officer and Chief Officer of
Administration Management H.Q.
April 2021
Director, Senior Managing Executive Officer (to present)
Years of service as Director: 6 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)
Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Kouichi Fukagawa, as the executive officer in charge of the circuit testing connector business, has led thebusiness acquisition, introduction of new technologies, acquisition of new customers of said business, and, as Chairmanof the Information Security Committee, has also contributed to the establishment/enhancement of the information
security structure of the Group as a whole, and contributed to the improvement of awareness thereof by promoting theacquisition of ISO 27001 certification, the international standard for information security, for the Company and its major
subsidiaries. He has been leading the enhancement of the Group’s base including corporate governance, compliance,
CSR (Corporate Social Responsibility) activities, as well as prevention countermeasures against COVID-19, as theexecutive officer in charge of management planning/administration management headquarters since February 1, 2020.
The Board of Directors of the Company would like Mr. Fukagawa to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

7

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 1985
April 1998
October 2002
December 2004

3

Joined the Company
Chubu Branch Manager, VCCS Business Division
General Manager, VCCS Business Division
Managing Director, YOKOWO MANUFACTURING OF AMERICA
Kenji Yokoo(August 22, 1960)
LLC
June 2007
Executive Officer and Chief Officer of Administration Management
Reappointed
H.Q.
November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Gunma Prefecture (to present)
Number of theManaging Executive Officer and Chief Officer of Administration
Company’s shares held: April 2017Management
H.Q.
88,912 shares
June 2017
Director, Managing Executive Officer and Chief Officer of
Administration Management H.Q.
February 2020
Director, Managing Executive Officer and General Manager, VCCS
Business Division (to present)
Years of service as Director: 4 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%).
Significant concurrent positions:
Vice Chairman of The Tomioka Chamber of Commerce and Industry, Gunma Prefecture<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo gained experience in administrative operations in general at the Company and its domestic andforeign subsidiaries, and then held important posts successively in the vehicle communication equipment business—theCompany’s mainstay business—and made a significant contribution towards the Company’s business expansion bytaking the initiative in opening new accounts with customers who are now major clients. Since his appointment to
Executive Officer and Chief Officer of the Administration Management H.Q., he has been playing a leading role inenhancing the Company’s global framework by promoting measures for company-wide profit structure reform as well as
personnel innovation measures, based on his experience at domestic and foreign subsidiaries and his experience insupervising businesses.
Since February 1, 2020, he has been the executive officer in charge of the VCCS business, of which he has thoroughunderstanding, and is placing the greatest importance on rebuilding the profit structure of the business. In the fiscal year
ended March 31, 2021, sales of the VCCS business declined sharply for a period of time due to the spread of the novel
coronavirus, but he is rebuilding and consolidating the profit structure of this business.
The Board of Directors of the Company would like Mr. Yokoo to continuously take responsibility for the current
duties, and thus proposes that he be elected as Director.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities
October 1983
September 2009
October 2009
January 2010
January 2014
April 2016
June 2016

4

Joined Texas Instruments Japan Limited
Resigned from Texas Instruments Japan Limited
Kuniko Muramatsu
Chief Researcher, Business Ethics Research Center(September 1, 1958)
Representative Director, Wellness Systems Institute (to present)
Director, Japan Professional Football League (J. League)
Reappointed
Director and Chair of the Board, NPO GEWEL
Candidate for Outside
OutsideDirector, C’BON COSMETICS Co., Ltd.
Director
Outside Director of the Company (to present)
April 2018
Senior Counselor, Japan Professional Football League (J. League)
SeniorResearcher, Business Ethics Research Center (to present)
Number of the
June
2019
OutsideDirector, NEC Networks & System Integration Corporation (toCompany’s shares held:present)
0 shareJune 2020
Outside Director, Kyushu Railway Company (to present)
February 2021
Director, Japan Women’s Empowerment Professional Football League(WE League)Years of service as Director: 5 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)
Significant concurrent positions:Representative Director, Wellness Systems InstituteOutside Director, NEC Networks & System Integration Corporation
Outside Director, Kyushu Railway Company
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Ms. Kuniko Muramatsu held various posts including General Manager of the Public Relations Department, Memberof the Business Strategy Team, General Manager of the Corporate Ethics Office and the officer in charge of diversity
promotion at a foreign-affiliated semiconductor maker, and now runs a company which she established after resigningfrom said company, utilizing her experience, and is engaged in supporting the improvement of corporate ethics andthe promotion of diversity, whereas she also continues practical research on corporate ethics.
At the Board of Directors meeting, she has contributed to the qualitative improvement of the management of theCompany by actively expressing opinions and requests with a focus on diversity, human resource hiring, training andcompensation, business continuity, and other areas from the perspective of "enhancing corporate value over the
medium to long term."
The Company would like her to monitor and supervise the management of the Company and provide advice andrecommendations to the Company by leveraging her extensive knowledge and practical experience at businessorganization, and thus proposes that she be elected as Outside Director.
2. Term of office as Outside Director
Ms. Kuniko Muramatsu will have been in office as Outside Director for a period of five years at the conclusion ofthis Ordinary General Meeting of Shareholders.
3. Independence of candidate for Outside Director(1) There are no business relationships between the Company and Wellness Systems Institute, for which Ms.
Muramatsu serves as Representative Director.
(2) The Company has had no transactions with Texas Instruments Japan Limited (“TI Japan”), for which Ms.
Muramatsu had worked until September 2009, since January 2014.
(3) The Company has continuous business relationships with Texas Instruments Incorporated (“TI US”), the parent
company of TI Japan, regarding the sale from the Company of inspection tools for semiconductor testing,whereas the amount involved accounts for less than 2% of the Group’s annual consolidated sales and less than
1% of the annual operating costs of TI US.
(4) There are no matters to be disclosed other than the above with respect to her independence.
(5) Based on the above, the Company has determined Ms. Muramatsu to be highly independent from the Company
and persons who execute the business of the Company. In the event that the election of Ms. Muramatsu isapproved as proposed, the Company will continue to designate her as an independent officer as prescribed in the
Securities Listing Regulations of the Tokyo Stock Exchange.

94. Activities as Outside Director during the current period(1) She attended all eighteen Board of Directors Meetings (Attendance rate: 100%) and gave advice andrecommendations based on her extensive knowledge regarding corporate ethics and diversity promotion andpractical experience at business organization, etc., in addition to monitoring and supervising the Company’s
management.
(2) She attended fourteen of the seventeen Audit & Supervisory Board Meetings, had prior guidance and exchanged
opinions on the agenda of the Board of Directors Meetings with Outside Audit & Supervisory Board Members,
and shared the matters that were reported or deliberated by the Audit & Supervisory Board to the extent necessary.
(3) She served as Chairperson of the Nomination and Compensation Advisory Committee newly established at theBoard of Directors meeting held in February 2021. At the Committee meeting held in March of the same year,
she actively participated in deliberations, including expressing opinions from the perspective of theappropriateness and validity of draft proposals regarding the nomination and compensation of directors andexecutive officers.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Kuniko Muramatsu. The limitof liability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities
September 1970 Joined Japan Management Association

Hajime Shioiri(October 24, 1944)

April 1980

Joined JMA Consultants, Inc.; Senior Consultant

July 1992

Resigned from JMA Consultants, Inc.

Newly appointed
Candidate for Outside
Director
March 2001
Number of theCompany’s shares held:
0 share5

Established Sendaikeiei Co., Ltd.; President and Representative
Director
Audit & Supervisory Board Member, SIC Co., Ltd.

September 2004 Resigned as Audit & Supervisory Board Member, SIC Co., Ltd.
July 2016

Chairman and Representative Director, Sendaikeiei Co., Ltd. (topresent)

June 2019
Outside Director of the Company (to present)
Years of service as Director: 2 years (at the conclusion of this year's Ordinary General Meeting of Shareholders)
Attendance rate of the Board of Directors Meetings: 18/18 times (100%)
Significant concurrent positions:
Chairman and Representative Director, Sendaikeiei Co., Ltd.
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Hajime Shioiri has been engaged in business management consulting activities for a wide range of industries
over the years, as well as in corporate management as a representative director of a consulting firm he established.
At the Board of Directors meeting of the Company, he has contributed to the qualitative improvement of the
management of the Company by actively expressing opinions and requests mainly for business operations andinvestment projects based on his understanding of the manufacturing industry and his wealth of experience incorporate management.
The Company would like him to draw on his broad knowledge and wealth of experience in corporate management
to monitor and supervise the Company’s management, and thus proposes that he be elected as Outside Director.
2. Term of office as Outside Director
Mr. Hajime Shioiri will have been in office as Outside Director for a period of two years at the conclusion of thisOrdinary General Meeting of Shareholders.
3. Independence of candidate for Outside Director(1) There are no business relationships between Sendaikeiei Co., Ltd. which Mr. Shioiri represents and theCompany. There are no other matters to be disclosed with respect to his independence.
(2) Based on the above, the Company has determined Mr. Shioiri to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Shioiri is approved as
proposed, the Company will continue to designate him as an independent officer as prescribed in the Securities
Listing Regulations of the Tokyo Stock Exchange.
4. Activities as Outside Director during the current period(1) He attended all eighteen Board of Directors Meetings (Attendance rate: 100%) and drew on his broad
knowledge and wealth of experience in corporate management to monitor and supervise the Company’s
management.
(2) He attended all seventeen Audit & Supervisory Board Meetings, had prior guidance and exchanged opinions on
the agenda of the Board of Directors Meetings with Outside Audit & Supervisory Board Members, and shared
the matters that were reported or deliberated by the Audit & Supervisory Board to the extent necessary.
(3) He served as a member of the Nomination and Compensation Advisory Committee newly established at theBoard of Directors meeting held in February 2021. At the Committee meeting held in March of the same year,
he actively participated in deliberations, including expressing opinions from the perspective of theappropriateness and validity of draft proposals regarding the nomination and compensation of directors andexecutive officers.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 30 of the Company’s Articles of Incorporation, has entered into a limited liability
agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Hajime Shioiri. The limit ofliability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

11Proposal No. 3:

Election of One Audit & Supervisory Board Member

The term of office of Audit & Supervisory Board Member Mr. Tooru Furuta will expire at the conclusion ofthis year's Ordinary General Meeting of Shareholders. Accordingly, the election of one Audit & Supervisory
Board Member is proposed. If elected, the term of office of the Audit & Supervisory Board Member will be
until the conclusion of the 87th Ordinary General Meeting of Shareholders scheduled to be held in June 2025.
This Proposal has been approved by the Audit & Supervisory Board.
The candidate for Audit & Supervisory Board Member is as follows.
Name(Date of birth)

Past experience, positions and responsibilities

Joined Toshiba Denki Kigu Co., Ltd.
Director and Head of General Affairs Department, Toshiba Electric(November 11, 1946)
Appliances Co., Ltd.
June 2003
Representative Director, Living Industrial Co., Ltd.
Reappointed
March
2005
Resignedfrom Toshiba Electric Appliances Co., Ltd. and Living Industrial
Candidate for Outside
Co.,
Ltd.
Audit & Supervisory
July 2005
Representative Director, President, Gunma Sougou Staff Co., Ltd.
Board Member(to present)
April 2007
Appointed to Labor Tribunal Commissioner (Special Official of Maebashi
Number of the Company’s
District Court)
shares held:
0 shares
June 2009
Outside Audit & Supervisory Board Member of the Company (to present)
March 2016
Resigned from Labor Tribunal Commissioner
Years of service as Audit & Supervisory Board Member: 12 years (at the conclusion of this year's Ordinary General Meetingof Shareholders)
Attendance rate of the Board of Directors Meetings: 17/18 times (94%)
Attendance rate of the Audit & Supervisory Board Meetings: 16/17 times (94%)
Significant concurrent positions:Representative Director, President, Gunma Sougou Staff Co., Ltd.
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Tooru Furuta has a wealth of experience from consistently engaging in operations in the fields of personnel andgeneral affairs, such as personnel affairs, recruitment, labor affairs, general affairs and compliance at a group company ofa listed company, in addition to serving as a Labor Tribunal Commissioner from April 2007 to the end of March 2016
while engaging in corporate management.
At the Board of Directors meeting, he has actively expressed questions, opinions and requests regarding importantbusiness execution such as management performance reports and capital investments, from an objective standpoint as an
Independent Outside Audit & Supervisory Board Member, while taking into account the transition of the Company's
management issues since his appointment as Audit & Supervisory Board Member up to the present.
The Company would like him to continue monitoring, auditing and giving advice for improving its management bymaking the most of his experience to date, and thus proposes that he be elected to Outside Audit & Supervisory Board
Member.
2. Term of office as Outside Audit & Supervisory Board Member
Mr. Tooru Furuta will have been in office for a period of twelve years at the conclusion of this Ordinary General Meetingof Shareholders.
3. Independence of candidate for Outside Audit & Supervisory Board Member(1) There are no business relationships between the Company and Gunma Sougou Staff Co., Ltd., for which Mr. Furuta
serves as Representative Director and President.
(2) There are no matters to be disclosed other than the above with respect to his independence.
(3) Based on the above, the Company has determined Mr. Furuta to be highly independent from the Company and persons
who execute the business of the Company. In the event that the election of Mr. Furuta is approved as proposed, theCompany will continue to designate him as an independent officer as prescribed in the Securities Listing Regulationsof the Tokyo Stock Exchange.

Tooru Furuta

April 1970
June 2000

12

4. Activities as Outside Audit & Supervisory Board Member during the current period(1) He attended seventeen of the eighteen Board of Directors Meetings (Attendance rate: 94%) and gave advice andrecommendations based on his broad knowledge and abundant experience in corporate management, in addition tomonitoring and supervising the Company’s management.
(2) In addition to attending sixteen of the seventeen Audit & Supervisory Board Meetings (Attendance rate: 94%),
receiving reports and engaging in deliberations, he had prior guidance and exchanged opinions on the agenda of theBoard of Directors Meetings with Outside Directors, and shared the matters that were reported or deliberated by the
Audit & Supervisory Board with Outside Directors to the extent necessary.
5. Overview of limited liability agreement entered into with the Company
The Company, pursuant to Article 36, Paragraph 2 of the Company’s Articles of Incorporation, has entered into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Tooru Furuta. The limit ofliability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations, whichever ishigher.

◆Directors and officers liability insurance contract pertaining to candidates for Directors and candidates for Audit& Supervisory Board Members
In order to retain excellent talent as well as to support active and decisive management decisions for theCompany’s growth, the Company has entered into a directors and officers liability insurance contract as outlined
below. The insurance policy is planned to be renewed in February 2022. The candidates for Directors and an Audit& Supervisory Board Member to be deliberated at Proposal 2 (Election of Five Directors) and Proposal 3 (Electionof One Audit & Supervisory Board Member) are all subject to reappointment, and they are already insured under the
insurance policy. Therefore, they will continue to be the insured after their appointment.
[Outline of the directors and officers liability insurance contract]1) Actual ratio of premiums paid by the insured
The premiums are paid by the Company, including riders. Therefore, the insured does not bear the actual
premiums.
2) Outline of events insured against
The policy, together with riders, will cover damages and litigation costs that may arise due to the insured
directors and officers assuming liability for the execution of their duties or receiving a claim related to the
pursuit of such liability. However, there are certain exemptions, such as in case of actions taken with theknowledge that such actions are in violation of laws and regulations.
3) Measures to prevent the damage on appropriateness of the duties of directors and officers
The insurance policy establishes the provision on the amount of exemptions, and the damages up to suchamount of exemptions shall not be covered.

End of Document13