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

Securities code: 3946
June 2, 2020
To our shareholders:
Mitsuo Nakahashi
President & Chief Operating Officer
Tomoku Co., Ltd.
2-2-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 81ST ANNUAL GENERAL MEETING OF SHAREHOLDERS
Tomoku Co., Ltd. (the “Company”) hereby announces that the 81st Annual General Meeting of Shareholders will beheld as described below.
Recently, the national government and prefectural governors have strongly urged people to avoid leaving their homes
in order to prevent the spread of novel coronavirus disease (COVID-19) pandemic. After carefully considering thissituation, the Company has decided to leave intervals between seats at this year’s shareholders meeting as part of its
efforts to prevent the spread of the virus. As a result, there may not be enough seats for all shareholders to attend.
The Company asks for your understanding in advance and apologizes in the event there are not enough seats.
From the standpoint of preventing the spread of COVID-19, we ask that shareholders exercise their voting rights forthis Annual General Meeting of Shareholders in advance in writing or online to every extent possible, and refrainfrom attending the meeting in person.
You are kindly requested to exercise your voting rights by no later than Thursday, 6:00 p.m. June 18, 2020 (Japan
Standard Time).
1 Date and Time: Friday, June 19, 2020 at 10:00 a.m. (Japan Standard Time)
2 Venue:
Marunouchi Mitsui Building 4F, Company’s Conference Room
2-2-2 Marunouchi, Chiyoda-ku, Tokyo
3 Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 81st fiscal year (from April 1, 2019 to March
31, 2020), as well as the results of audit of the Consolidated Financial Statements by the Financial Auditor
and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 81st fiscal year (from April 1, 2019 to March 31, 2020)
Items to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Election of 13 Directors
Proposal 3: Election of Four Audit & Supervisory Board Members
Proposal 4: Election of One Substitute Audit & Supervisory Board Member
Of the documents that should be attached to this Notice, the following items are posted on the Company’s
website according to the laws and regulations and Article 13 of the Company’s Articles of Incorporation.
(1) Notes to the Consolidated Financial Statements (2) Notes to the Non-Consolidated Financial Statements
These items are included in the Business Report, Consolidated Financial Statements, and Non-Consolidated
Financial Statements audited by the Financial Auditor or the Audit & Supervisory Board Members in
preparing their Audit Reports.
If any amendments are made to the Reference Documents for General Meeting of Shareholders, the Business
Report, Consolidated Financial Statements, and/or Non-Consolidated Financial Statements, such amendments
will be posted on the Company website.
The Company’s website: https://www.tomoku.co.jp/-1-Reference Documents for General Meeting of Shareholders
Proposal 1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividends
Regarding year-end dividends for the 81st fiscal year, after giving comprehensive consideration to factors such as
the Company’s business results, profit levels, financial conditions, the required internal reserves for future businessdevelopment, and the dividend payout ratio, we would like to offer the following year-end dividends.
Furthermore, the Company will allocate funds from internal reserves for investment, etc. to maximize the Company’s
future corporate value.
Type of dividend property
Cash
Allotment of dividend property and their aggregate amount25 yen per common share of the Company
Total payment: 408,622,600 yen
Effective date of dividends of surplus
June 22, 2020-2-

Proposal 2: Election of 13 Directors
At the conclusion of this meeting, the terms of office of 12 Directors Hideo Saito, Mitsuo Nakahashi, Mitsugu Uchino,
Shoji Hirose, Yoshiyuki Kurihara, Takashi Arai, Takeshi Ariga, Tomozumi Miyasaka, Hidetoshi Murai, Yoshio
Okamoto, Makoto Sakagami, and Toshihiko Nagayasu will expire. In addition, Director Masato Okada passed away
and thus retired on November 18, 2019. Therefore, the Company proposes the election of 13 Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position1

Hideo Saito

Chairman & Chief
Executive Officer

2

Mitsuo Nakahashi

President & Chief
Operating Officer

3

Mitsugu Uchino

Senior Managing
Director

President’s Assistant, responsible for
Administration Div., and in charge of groupcompanies
President of Hokuyo Co., Ltd.

Reelection

4

Shoji Hirose

Managing Director

General Manager of Sales Div.
General Director of Tomoku Vietnam Co., Ltd.

Reelection

Reelection

Responsibility in the Company, and significant
concurrent positions
Chairman of Sweden House Co., Ltd.

Attributes
Reelection
Reelection

5

Yoshiyuki Kurihara

Managing Director

General Manager of Administration Div.
General Manager of Logistics & Procurement
Dept. and General Manager of Housing Material
Dept.

6

Takashi AraiManaging Director

General Manager of Tatebayashi Works

Reelection

7

Takeshi Ariga

Director

General Manager of Production Div.

Reelection

Tomozumi Miyasaka Director

Deputy General Manager of Sales Div. andGeneral Manager of Sales Dept. for Greengrocery

Reelection

9

Terutaka Fukazawa

Executive Officer and Deputy General Manager ofSales Div.
New election
Manager of Tokyo Sales Dept. and General
Manager of Sales Development Dept.

10

Yoshito Yamaguchi

Executive Officer and General Manager of
Accounting Dept.

New election

11

Hidetoshi Murai

President of Sweden House Co., Ltd.

Reelection

President of NTS Holdings Company, Limited

Reelection
External
Independent

Representative Director and President of
Heibonsha Ltd.

New election
External
Independent

8

12

13

Director

Toshihiko Nagayasu External Director

Mito Shimonaka

New election Director candidate up for new election
Reelection
External

Director candidate up for reelection
External Director candidate

Independent

Independent Officer as provided for by the Tokyo Stock Exchange’s regulations-3-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
65,296 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)
Dec. 1969
Joined the Company
May 1986
General Manager of Iwatsuki Works of the Company
Reelection
June 1990
Director and General Manager of Production Dept. of theCompany
Hideo Saito(February 9, 1945)
May 1997
Managing Director of the Company
Apr. 1998
President & Chief Operating Officer of the Company
1
June 2018
Chairman & Chief Executive Officer of the Company (current
position)
Oct. 2019
Chairman of Sweden House Co., Ltd. (current position)[Reasons for nomination as candidate for Director]
Hideo Saito has served as the Company’s President & Chief Executive Officer since 1998 and has exercised leadershipand achieved great results in strengthening the group’s earning power and expanding its business fields. Going forward,
utilizing his experience and insight, we expect him to fully exercise his role in the management and oversight of theCompany’s overall operations as well as in decisions on important items at Board of Directors meetings and to flexibly
implement and promote the Company’s management strategy and have renominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
10 years
19,800 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1975
Joined the Company
Apr. 2000
General Manager of Sendai Works of the Company
June 2008
Executive Officer and General Manager of Minami-Kanto Sales
Reelection
Dept. of the Company
Mitsuo Nakahashi
June 2010
Director, Manager of Tokyo Sales Dept. and General Manager of(May 25, 1952)
Sales Development Dept. of the Company
June 2012Managing Director and General Manager of Sales Div. of the2Company
June 2018
President & Chief Operating Officer of the Company (current
position)[Reasons for nomination as candidate for Director]
Since joining the Company, Mitsuo Nakahashi has served in the corrugated packaging sales department, and after
beginning to participate in the Company’s management as a Director in 2010, from 2018 as Representative Director, he
has exercised strong leadership and contributed to business expansion. Based on his expert abilities and insight, as well
as abundant experience, we expect he will contribute to increasing the group’s sustainable corporate value and haverenominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
30 years-4-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
26,577 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1970
Joined the Company
June 1996
General Manager of Accounting Dept. of the Company
June 2000
Executive Officer and General Manager of Accounting Dept. of
the Company
Reelection
June 2002
Director and in charge of Accounting Dept. of the Company
Mitsugu Uchino
June 2006
Managing Director, General Manager of Administration Div., and(September 26, 1947)
in charge of housing business and group companies of theCompany3June 2012
President of Hokuyo Co., Ltd. (current position)
June 2018
Senior Managing Director, President’s Assistant, responsible for
Administration Div., and in charge of group companies of theCompany (current position)[Reasons for nomination as candidate for Director]
Since being appointed Director in 2002, Mitsugu Uchino has been responsible for the formulation of the business planand its progress management, etc. as the officer in charge of the finance and accounting management department andhas made large contributions to achieving management targets. We expect he will continue to utilize the knowledge
gained in the finance and accounting management department to resolve management issues at group companies andcontribute to increasing sustainable corporate value and have renominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
18 years
28,400 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1975
Joined the Company
Oct. 1997
General Manager of Engineering Dept. of the Company
June 2000
Executive Officer and General Manager of Tatebayashi Works of
the Company
June 2002
Director and General Manager of Tatebayashi Works of theReelection
Company
Shoji Hirose
June 2012Managing Director, General Manager of Production Div. and(January 8, 1957)
General Manager of Engineering Development Dept. of theCompany
4
Apr. 2016
Managing Director and General Manager of Production Div. of
the Company
Apr. 2016
General Director of Tomoku Vietnam Co., Ltd. (current position)
June 2018
Managing Director and General Manager of Sales Div. of theCompany (current position)[Reasons for nomination as candidate for Director]
Since joining the Company, Shoji Hirose has served in the corrugated packaging management and production
department, and since being appointed Director in 2002, has made large contributions to improved transactional
conditions and expanding the scope of business as General Manager of Production Div. and since 2018, as General
Manager of the Sales Div. From 2016, he has concurrently served as General Director of an overseas subsidiary, andfrom his abundant experience and results, we deem he is essential to the Company’s management and have renominatedhim as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
18 years-5-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
27,200 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1974
Joined the Company
Apr. 1995
General Manager of Yamagata Works of the Company
Oct. 1999
General Manager of General Affairs Dept. of the Company
June 2002
Executive Officer and General Manager of General Affairs Dept.
Reelectionof the Company
Yoshiyuki Kurihara
June 2004
Director and General Manager of General Affairs Dept. of the(January 20, 1954)
Company
Apr. 2016
Director and in charge of General Affairs Dept. of the Company
5
General Manager of Logistics & Procurement Dept., and General
Manager of Housing Material Dept. (current position)
June 2018
Director and General Manager of Administration Div. (current
position)[Reasons for nomination as candidate for Director]
Since joining the Company, Yoshiyuki Kurihara has served in the corrugated packaging management department, andutilizing his broad knowledge cultivated at Yamagata Works and the General Affairs Dept., since 2016 he has worked
diligently to improve materials purchasing and logistics as General Manager of Logistics & Procurement Dept. andfrom 2018 he has contributed to enhanced corporate value as the General Manager of the Administration Div. We deemthat his experience and knowledge will continue to be essential to the Company’s management and have renominatedhim as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
12 years
26,500 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1978
Joined the Company
Dec. 1993
General Manager of Hamamatsu Works of the Company
Aug. 1997
President of Southland Box Company
Reelection
June 2004
Executive Officer of the Company
Takashi Arai
Feb. 2006
Executive Officer and General Manager of Tatebayashi Works of(September 18, 1955)
the Company
June 2008
Director and General Manager of Tatebayashi Works of the
6Company
June 2018
Managing Director and General Manager of Tatebayashi Worksof the Company (current position)[Reasons for nomination as candidate for Director]
Takashi Arai served for eight years as President of the Company’s US subsidiary Southland Box Company. Since being
appointed Director in 2008, he has worked diligently toward reforming the factory and improving the profit structure as
General Manager of Tatebayashi Works, the Company’s largest factory. He has abundant operational experience andknowledge related to global business operations, and we deem that his experience and knowledge will continue to be
essential to the Company’s management and have renominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
16 years-6-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
9,230 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1981
Joined the Company
Feb. 2002
General Manager of Yamagata Works of the Company
Apr. 2003
General Manager of Chiba Folding Carton Works of theReelection
Company
Takeshi Ariga
Feb. 2006
General Manager of Atsugi Works of the Company(June 5, 1957)
June 2010
Executive Officer and General Manager of Iwatsuki Works of theCompany
June
2012
Directorand General Manager of Iwatsuki Works of the7
Company
June 2018
Director and General Manager of Production Div. of theCompany (current position)[Reasons for nomination as candidate for Director]
Takeshi Ariga has abundant experience and knowledge mainly in the corrugated packaging and folding carton
production department. Since being appointed Director in 2012, he has worked in factory operations, of the Company’s
core factory, while also driving the group’s production management department and he has contributed to increased
productivity and improved quality as General Manager of the Production Div. since 2018. We deem that his experienceand knowledge, as well as leadership ability, will continue to be essential to the Company’s management and haverenominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
6 years
15,500 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1980
Joined the Company
May 1997
General Manager of Hamamatsu Works of the Company
June 2004
Executive Officer and General Manager of Sales Dept. of theReelection
Company
Tomozumi Miyasaka
July 2008
Executive Officer and General Manager of Iwatsuki Works of the(January 1, 1958)
Company
June 2014
Director, Manager of Tokyo Sales Dept., and General Manager ofSales Dept. for Greengrocery of the Company
8
June 2017
Director, Deputy General Manager of Sales Div., and General
Manager of Sales Dept. for Greengrocery of the Company(current position)[Reasons for nomination as candidate for Director]
Tomozumi Miyasaka has abundant experience and knowledge mainly in the corrugated packaging sales department.
After being appointed Director in 2014, he has dedicated himself to instruction and supervision of the company-widesales department. He is well-versed in the industry, having recently served as the person responsible for greengrocery
sales and in the management of a corrugated packaging subsidiary in Japan, and we deem that the experience andknowledge he has utilized in sales activities will continue to be essential to the Company’s management and haverenominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
8 years-7-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
5,900 shares–/–
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1987
Joined the Company
New election
Feb. 2006
General Manager of Sales Dept. II of the Company
Terutaka Fukazawa
June 2012
Executive Officer and General Manager of Sales Dept. II of the(February 7, 1964)
Company
June 2017
Executive Officer, Deputy General Manager of Sales Div.,Manager of Tokyo Sales Dept. and General Manager of Sales
9
Development Dept. of the Company (current position)[Reasons for nomination as candidate for Director]
Terutaka Fukazawa has abundant experience and knowledge in the corrugated packaging sales department. After being
appointed Executive Officer in 2012, has been in charge of the product development department and he is currently
manager of the sales department. Through his numerous achievements and experience of accurately understanding theneeds of customers and turning these into commercial products, we expect that he will also contribute to thedevelopment of new business opportunities after being appointed as Director, and we deem that he will be essential toincreasing the group’s sustainable corporate value and have nominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)– years
4,800 shares–/–
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1985
Joined Toyo Unyu Sohko Co., LTD. (currently Tohun Service
Co., Ltd.)New election
July 2001
General Manager of Accounting Dept. of Tohun Service Co., Ltd.
Yoshito Yamaguchi
June 2003
Executive Officer and General Manager of Accounting Dept. of(November 27, 1964)
Tohun Service Co., Ltd.
Aug. 2008
Seconded to the Company as General Manager of Accounting
Dept.
10
June 2012
Executive Officer and General Manager of Accounting Dept. of
the Company (current position)[Reasons for nomination as candidate for Director]
Yoshito Yamaguchi has been the General Manager of the accounting department of the Company since 2008, and he hasabundant business experience and a wide range of knowledge related to accounting and finance. After being appointed
Executive Officer in 2012, has been working to improve the Company’s IR system. He is well versed in the business ofthe group and we deem that his swift and agile business execution that utilizes his experience will be also essential after
being appointed as Director for further enhancement of the management system of the Company and the group andhave nominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director– years-8-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
17,400 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1979
Joined the Company
Apr. 1998
General Manager of Shimizu Works of the Company
Reelection
June 2000
Executive Officer and General Manager of Shimizu Works of theCompany
Hidetoshi Murai(November 17, 1954)
June 2010
Director and General Manager of Osaka Works of the Company
Apr. 2016
Director and General Manager of Kobe Works of the Company
11
June 2018
Director, General Manager of Kobe Works, and responsible for
Kansai Sales Dept. of the Company
Jan. 2020
President of Sweden House Co., Ltd. (current position)[Reasons for nomination as candidate for Director]
Hidetoshi Murai has abundant experience and knowledge mainly in the sales department. After being appointed
Director in 2010, he has exhibited leadership in the optimization of works operations form his broad insight.
Furthermore, since 2020, he has served as President of the Company’s consolidated subsidiary Sweden House Co., Ltd.
We deem that his experience and knowledge will continue to be essential to the Company’s management and haverenominated him as a candidate for Director.
Number of the Company’s
Attendance at Board of
Candidate
Name
Tenure as Director
shares owned
Directors meetings
No.
(Date of birth)
4 years
5,900 shares
11/11
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1981
Joined The Hokkaido Takushoku Bank, Ltd.
Reelection
Nov.
1998
JoinedThe Chuo Trust & Banking Co., Ltd.
External
IndependentOct. 2002
Joined Nittele Credit Collection Co., Ltd.
Toshihiko Nagayasu
June 2012
President of Nittele Credit Collection Co., Ltd.
(July 18, 1957)
Jan. 2014
President of NTS Holdings Company, Limited (current position)
12
Apr. 2016
Chairman of Nittele Credit Collection Co., Ltd.
June 2016
Director of the Company (current position)[Reasons for nomination as candidate for external Director]
Toshihiko Nagayasu has expert knowledge and practical experience at financial institutions and has also been involvedin corporate management for many years. Furthermore, he has fully exercised his role as an external Director on the
Company’s Board of Directors by providing valuable advice to the Company’s management from an objective, wideranging viewpoint, and we expect that he will contribute to the increase in the Company’s long-term, stable corporate
value and have renominated him as a candidate for external Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
10 years-9-

CandidateNo.

13

Notes:

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
0 shares–/–
Career summary, and position and responsibility in the Company (Significant
concurrent positions)
New election
Apr. 1978
Joined Bunka Gakuen Bunka Publishing Bureau
External
IndependentOct. 1995
Joined Heibonsha Ltd.
Mito Shimonaka
June 2003
Chief Editor of Heibonsha Ltd.
(February 4, 1956)
June 2014
Representative Director and President of Heibonsha Ltd. (current
position)[Reasons for nomination as candidate for external Director]
Mito Shimonaka has an abundant experience and broad insight as a business owner in the publishing industry. Throughher useful opinions on the Company’s overall management from an objective and neutral standpoint and based on amultifaceted, women’s perspective, we expect that she will contribute to increasing the group’s sustainable corporate
value and to further enhancing the management system of the Company and have nominated her as a candidate for
Director.
Name(Date of birth)

Tenure as Director– years

1. There is no special interest between the candidates and the Company.
2. Tenure of each candidate refers to the number of years served as of the date of the conclusion of this Annual General
Meeting of Shareholders.
3. The number listed for Attendance at Board of Directors meetings for each candidate refers to the result during the periodof fiscal 2019 for which that Director’s tenure was current.
4. The Company has submitted notification to the Tokyo Stock Exchange that Toshihiko Nagayasu has been appointed as anindependent officer as provided for by the aforementioned exchange. Furthermore, Mito Shimonaka satisfies therequirements for an independent officer as provided for by the aforementioned exchange. If their election as Director isapproved, the Company plans to submit notification to the exchange concerning their appointment as independent officers.
5. Based on Article 25 of the Company’s Articles of Incorporation, the Company has entered into a limited liability agreementwith Toshihiko Nagayasu limiting liability to the extent allowed by laws and regulations as provided for in Article 427,
paragraph 1 of the Companies Act. If his reelection is approved, the Company plans to renew this agreement with him.
6. If the election of Mito Shimonaka is approved, the Company plans to enter into a limited liability agreement with herlimiting liability to the extent allowed by laws and regulations as provided for in Article 427, paragraph 1 of the Companies
Act.

- 10 -

Proposal 3: Election of Four Audit & Supervisory Board Members
At the conclusion of this meeting, the terms of office of four Audit & Supervisory Board Members Haruo Haneishi,
Michio Sato, Shigeki Yagi, and Kyu Iida will expire. Therefore, the Company proposes the election of four Audit &Supervisory Board Members.
Furthermore, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidates for Audit & Supervisory Board Member are as follows:
Candidate
No.

Name

Current position

1

Haruo Haneishi

Full-time Audit &Supervisory Board
Member2

Michio Sato

Audit &
Supervisory Board
MemberFull-time Audit & Supervisory Board Member of
Sweden House Co., Ltd.

Reelection

3

Shigeki Yagi

Audit &
Supervisory Board
MemberCertified public accountant

Reelection
External

4

Kyu Iida

Audit &
Supervisory Board
MemberAttorney-at-law

Reelection
External

Responsibility in the Company, and significant
concurrent positions

Attributes
Reelection

Reelection

Audit & Supervisory Board Member candidate up for reelection

External

External Audit & Supervisory Board Member candidate- 11 -

Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
shares owned
meetings
Member10,200 shares
6/6
9 years
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1975
Joined The Hokkaido Takushoku Bank, Ltd.
Oct. 2000
Joined Hokuyo Koeki Co., Ltd.
Reelection
June 2003
Executive Officer of Hokuyo Koeki Co., Ltd.
Haruo Haneishi
July 2006
Joined the Company(December 15, 1951)
Mar. 2008
General Manager of Legal Affairs and Compliance Dept. of theCompany1June 2011
Full-time Audit & Supervisory Board Member of the Company(current position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Haruo Haneishi has expert knowledge and practical experience at financial institutions. At the Company, he has served
as Full-time Audit & Supervisory Board Member since 2011, after being the person responsible for the Legal Affairs
and Compliance Dept. We deem that he is the right person for audits of the Company’s business execution, as theCompany aims to sustainably enhance corporate value going forward, including establishing a cross-functional audit
structure covering the entire group. As a result, we have renominated him again as candidate for Audit & Supervisory
Board Member.
Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
CandidateNameshares owned
meetings
MemberNo.
(Date of birth)
4,759 shares
6/6
6 years
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1974
Joined the Company
June 2002
General Manager of Accounting Dept. of the Company
Apr. 2009
General Manager of Accounting Dept. of Sweden House Co., Ltd.
Reelection
June 2010
Executive Officer and General Manager of Accounting Dept. ofMichio Sato
Sweden House Co., Ltd.
(November 21, 1950)
June 2012
Director and General Manager of Accounting Dept. of Sweden
House Co., Ltd.
June 2014
Full-time Audit & Supervisory Board Member of Sweden House
2
Co., Ltd. (current position)
June 2014
Audit & Supervisory Board Member of the Company (current
position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]Michio Sato has many years of experience in the operations of the Company’s accounting department and he has expert
knowledge concerning financial affairs and accounting. Currently, he serves as Full-time Audit & Supervisory Board
Member of the Company’s consolidated subsidiary Sweden House Co., Ltd., and since 2014 he has served concurrently
as the Company’s Audit & Supervisory Board Member. We deem that he is the right person for audits of the Company’sbusiness execution, as the Company aims to expand the group’s business lines. As a result, we have renominated him
again as candidate for Audit & Supervisory Board Member.
Candidate
No.

Name(Date of birth)- 12 -

Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
shares owned
meetings
Member2,400 shares
6/6
6 years
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Mar. 1987
Registered as a certified public accountant
Reelection
Dec. 1990
Established Shin-ei Consulting Corporation and Representative
External
Director of Shin-ei Consulting Corporation (current position)
Shigeki Yagi
Mar. 1998
Established Sowa Certified Public Accountants Office and(April 6, 1961)
Member of Sowa Certified Public Accountants Office (current
position)
3
June 2014
Audit & Supervisory Board Member of the Company (current
position)[Reasons for nomination as candidate for external Audit & Supervisory Board Member]
Shigeki Yagi has abundant experience as a certified public accountant and broad insight as a management consultant.
He has served as the Company’s external Audit & Supervisory Board Member since 2014, and he has provided advice
and recommendations from an objective and expert stance to the Company’s management. We deem that he will
provide effective advice from multiple perspectives and audit financial affairs and accounting along with theCompany’s management. As a result, we have renominated him as a candidate for external Audit & Supervisory Board
Member.
Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
CandidateNameshares owned
meetings
MemberNo.
(Date of birth)
1,300 shares
6/6
6 years
Career summary, and position and responsibility in the Company (Significant
concurrent positions)Apr. 1995
Registered as attorney-at-law
Reelection
Apr. 1995
Joined Kuribayashi-Yuki Law Office
External
Aug. 1997
Participated in establishment of Tonica Law Office (current
Kyu Iida
position)(February 23, 1965)
Oct. 2013
Appointed Part-time Judge of the Tokyo Summary Court (Civil
Conciliator)
4
June 2014
Audit & Supervisory Board Member of the Company (current
position)[Reasons for nomination as candidate for external Audit & Supervisory Board Member]
Kyu Iida has never in the past been involved in the management of a company. However, he has broad experience andexpert knowledge as an attorney-at-law. As a result, he has served as the Company’s external Audit & Supervisory
Board Member since 2014 with his broad insight. We deem that he will provide beneficial opinions and guidance to theCompany’s management from an objective and neutral standing regarding further enhancement of corporate
governance of the Company and judging legality, etc., in the future. As a result, we have renominated him as a
candidate for external Audit & Supervisory Board Member.
CandidateNo.

Notes:

Name(Date of birth)

1. There is no special interest between the candidates and the Company.
2. Tenure of each candidate refers to the number of years served as of the date of the conclusion of this Annual General
Meeting of Shareholders.
3. The number listed for Attendance at Audit & Supervisory Board meetings for each candidate refers to the result during
the period of fiscal 2019 for which that Audit & Supervisory Board Member’s tenure was current.
4. Based on Article 34 of the Company’s Articles of Incorporation, the Company has entered into limited liability agreementswith Shigeki Yagi and Kyu Iida limiting liability to the extent allowed by laws and regulations as provided for in Article
427, paragraph 1 of the Companies Act. If their reelection is approved, the Company plans to renew this agreement withthem.

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Proposal 4: Election of One Substitute Audit & Supervisory Board Member
To be ready to fill a vacant position should the number of Audit & Supervisory Board Members fall below the number
required by laws and regulations, the Company requests approval for the election of Toshiaki Kanazawa as a
substitute Audit & Supervisory Board Member.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit &Supervisory Board has been obtained; provided, however, that it is only in a time before assuming office as Audit &Supervisory Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Career summary(Significant concurrent positions)

Name(Date of birth)

Number of theCompany’s shares
owned

Oct. 1985
May 1986
June 1999

Toshiaki Kanazawa(November 23, 1955)

Notes:

Registered as a certified public tax accountant
Joined Shinko Audit Corporation
Established Chiyoda Management Service Ltd.
Director of Chiyoda Management Service Ltd.
0
Director of Toshiaki Kanazawa Certified Public Tax
Accountant Office (current position)
July 2011
Representative Director of Chiyoda Management Service
Ltd. (current position)[Reasons for nomination as candidate for substitute external Audit & Supervisory Board Member]
Toshiaki Kanazawa has expert knowledge and practical experience, and he is expected to reflect
his objective and expert stance toward the Company’s management in the Company’s audits. If heis elected, we deem that he will execute his duties as external Audit & Supervisory Board
Member appropriately and therefore we have nominated him as candidate for substitute external
Audit & Supervisory Board Member.

1. There is no special interest between the candidate for substitute Audit & Supervisory Board Member and the Company.
2. In the event Mr. Kanazawa assumes the office of Audit & Supervisory Board Member, based on Article 34 of theCompany’s Articles of Incorporation, the Company plans to enter into a limited liability agreement with him limiting
liability to the extent allowed by laws and regulations as provided for in Article 427, paragraph 1 of the Companies Act.
3. Mr. Kanazawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.

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