Note:

This document has been translated from 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
Date of sending by postal mail: June 4, 2024
Start date of measures for electronic provision: May 31, 2024
To our shareholders:
Mitsuo Nakahashi
President & Chief Executive Officer
Tomoku Co., Ltd.
2-2-2 Marunouchi, Chiyoda-ku, TokyoNOTICE OF THE 85TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Tomoku Co., Ltd. (the “Company”) hereby announces that the 85th Annual General Meeting of Shareholders will beheld as described below.
When convening this Annual General Meeting of Shareholders, the Company takes measures for providing reference
documents for the General Meeting of Shareholders, etc. (items for which measures for providing information inelectronic format are taken) in electronic format, and posts the items on the following websites. Please access any of
the websites.
The Company’s website
https://www.tomoku.co.jp/ (in Japanese)(Access the above website and select the following documents under “TOPICS”: “Notice of the 85th Annual General
Meeting of Shareholders,” “Report for the 85th Fiscal Year (paper-based documents delivered to shareholders)” and“Items for which measures for providing information in electronic format are to be taken for the Notice of the 85th
Annual General Meeting of Shareholders (items excluded from paper-based documents delivered to shareholders)”.)Website for Materials for the General Meeting of Shareholders
https://d.sokai.jp/3946/teiji/ (in Japanese)
If you plan to attend the meeting, please submit the Voting Rights Exercise Form sent out with this notice to thereceptionist at the meeting.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the internet,
etc. Please exercise your voting rights no later than 6:00 p.m., Thursday, June 20, 2024 (Japan Standard Time).
1 Date and Time: Friday, June 21, 2024, 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 85th fiscal year (from April 1, 2023 toMarch 31, 2024), 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 85th fiscal year (from April 1, 2023, to March 31, 2024)
Items to be resolved:
Proposal 1: Election of Nine Directors
Proposal 2: Election of Four Audit & Supervisory Board Members
Proposal 3: Election of One Substitute Audit & Supervisory Board Member
4 Information on Exercise of Voting Rights, Etc.
Please refer to “Information on the Exercise of Voting Rights, Etc.” on pages 15 to 18 (available in Japanese only).

-1-

As a general rule, under the electronic provision measures, shareholders access the respective websites to viewthe information, and only shareholders who have requested delivery of written documents by the record date
will receive the materials in writing. The following information is omitted out of items for which measures forproviding information in electronic format according to the laws and regulations and Article 12 of theCompany’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 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 revisions to the items for which measures for providing information in electronic format are taken arise, a
notice of the revisions and the details of the items before and after the revisions will be posted on the
Company’s aforementioned website.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Election of Nine Directors

At the conclusion of this meeting, the terms of office of the nine Directors, Mitsuo Nakahashi, Shoji Hirose,
Yoshiyuki Kurihara, Takeshi Ariga, Terutaka Fukazawa, Yoshito Yamaguchi, Toshihiko Nagayasu, Mito Shimonaka
and Tetsuya Kobayashi will expire. Therefore, the Company proposes the election of nine Directors.
The candidates for Director are as follows:
Candidate
No.

Name

Current position

1

Mitsuo Nakahashi

President & Chief
Executive Officer

2

Shoji Hirose

Director
Senior Managing
Executive Officer

President’s AssistantReelection

3

Takeshi Ariga

Director
Managing
Executive Officer

General Manager of Production Div.

Reelection

4

Terutaka Fukazawa

Director
Managing
Executive Officer

General Manager of Sales Div.
Manager of Tokyo Sales Dept. /Manager of Sales Development Dept.

Reelection

5

Yoshito Yamaguchi

Director
Managing
Executive Officer

Deputy General Manager of Administration Div. /General Manager of Housing Material Dept.

Reelection

6

Kazuho Fujiyama

Executive Officer

General Manager of President’s Office

New election

Chairman of the Board of NTS Holdings
Company, Limited

Reelection
External
Independent

Representative Director and Chairman of
Heibonsha Ltd.

Reelection
External
Independent

7

Toshihiko Nagayasu External Director

8

Mito Shimonaka

External Director

9

Tetsuya Kobayashi

External Director

Responsibility in the Company and significant
concurrent positions

Attributes
Reelection

Reelection
External
Independent

New election
Reelection

Director candidate up for new election
Director candidate up for reelection

External
Independent

External Director candidate
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
32,000 shares
13/13
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
Jun. 2008
Executive Officer and General Manager of Minami-Kanto Sales
Reelection
Dept. of the Company
Mitsuo Nakahashi
Jun. 2010
Director and Manager of Tokyo Sales Dept. and General Manager(May 25, 1952)
of Sales Development Dept. of the Company
Jun. 2012Managing Director and General Manager of Sales Div. of the1
Company
Jun. 2018
President & Chief Operating Officer of the Company
Jun. 2022
President & Chief Executive 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 ensuring the group’s sustainable growth and increasing
corporate value over the mid to long term 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)
22 years
37,000 shares
12/13
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
Jun. 2000
Executive Officer and General Manager of Tatebayashi Works of
the Company
Jun. 2002
Director and General Manager of Tatebayashi Works of theCompany
Jun. 2012Managing Director, General Manager of Production Div. andReelection
General Manager of Engineering Development Dept. of the
Shoji Hirose
Company(January 8, 1957)
Apr. 2016
Managing Director and General Manager of Production Div. of
the Company
Apr. 2016
General Director of Tomoku Vietnam Co., Ltd.
2
Jun. 2018
Managing Director and General Manager of Sales Div. of theCompany
Jun. 2022
Director, Senior Managing Executive Officer and General
Manager of Sales Div. of the Company
Jun. 2023
Director, Senior Managing Executive Officer and President’s
Assistant of the Company (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 expanded the scope of business as General Manager of the Production Div. and since 2018 as General
Manager of the Sales Div. From 2023, he has been deeply involved in the management of the Company and group as
President’s Assistant, and from his abundant experience and results, he is essential to the Company’s management, andwe expect he will contribute to ensuring the group’s sustainable growth and increasing corporate value over the mid tolong term, and therefore, we have renominated him as a candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
14 years-4-

Candidate
No.

3

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
13,930 shares
10/10
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 theCompany
Feb. 2006
General Manager of Atsugi Works of the Company
Reelection
Jun. 2010
Executive Officer and General Manager of Iwatsuki Works of theTakeshi Ariga
Company(June 5, 1957)
Jun. 2012
Director and General Manager of Iwatsuki Works of theCompany
Jun. 2018
Director and General Manager of Production Dept. of theCompany
Jun. 2022
Managing Executive Officer and General Manager of Production
Div. of the Company
Jun. 2023
Director, Managing Executive Officer and General Manager of
Production Div. of the Company (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 and has worked in factory operations of the Company’s core factory while also driving thegroup’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 experience and knowledge, as well as leadershipability, will continue to be essential to the Company’s management and have renominated him as a candidate for
Director.
Name(Date of birth)

Tenure as Director
1 year-5-

Candidate
No.

4

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
11,800 shares
13/13
Career summary and position and responsibility in the Company (significant
concurrent positions)Apr. 1987
Joined the Company
Feb. 2006
General Manager of Sales Dept. II of the Company
Jun. 2012
Executive Officer and General Manager of Sales Dept. II of theCompany
Jun. 2017
Executive Officer and Deputy General Manager of Sales Div. of
the Company
Jun. 2020
Director and Deputy General Manager of Sales Div. of theCompany
Manager of Tokyo Sales Dept. and General Manager of Sales
Reelection
Development Dept. of the Company
Terutaka Fukazawa
Jun.
2022
Director,
Managing Executive Officer and Deputy General(February 7, 1964)
Manager of Sales Div. of the Company
Manager of Tokyo Sales Dept. and General Manager of Sales
Development Dept. of the Company
Sep. 2022
Director, Managing Executive Officer and Deputy General
Manager of Sales Div. of the Company
Manager of Tokyo Sales Dept. and Manager of Sales
Development Dept. of the Company
Jun. 2023
Director, Managing Executive Officer and General Manager ofSales Div. of the Company (current position)
Manager of Tokyo Sales Dept. and Manager of Sales
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, he has been in charge of the product development department and currently
supervises the sales department as the General Manager of Sales Div. Through his numerous achievements andexperience of accurately understanding the needs of customers and turning these into commercial products, we expectthat he will contribute to the development of new business opportunities, and we deem that he will be essential toincreasing the group’s sustainable corporate value and have renominated him as a candidate for Director.
Name(Date of birth)

Tenure as Director
4 years-6-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
13,700 shares
13/13
Career summary and position and responsibility in the Company (significant
concurrent positions)Mar. 1985
Joined Toyo Unyu Sohko Co., LTD. (currently Tohun Co., Ltd.)
Jul. 2001
General Manager of Accounting Dept. of Tohun Service Co., Ltd.
(currently Tohun Co., Ltd.)
Jun. 2005
Executive Officer and General Manager of Accounting Dept. ofTohun Service Co., Ltd. (currently Tohun Co., Ltd.)
Aug. 2008
Seconded to the Company as General Manager of Accounting
Dept.
Reelection
Jun. 2012
Executive Officer and General Manager of Accounting Dept. of
Yoshito Yamaguchi
the Company(November 27, 1964)
Jun. 2020
Director and General Manager of Accounting Dept. of theCompany
Jun. 2022
Director, Managing Executive Officer and Deputy General
5Manager of Administration Div. and General Manager of
Accounting Dept. of the Company
Sep. 2022
Director, Managing Executive Officer and Deputy General
Manager of Administration Div. of the Company
Jun. 2023
Director, Managing Executive Officer, Deputy General Manager
of Administration Div. and General Manager of Housing Material
Dept. of the Company (current position)[Reasons for nomination as candidate for Director]
Yoshito Yamaguchi has been 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, he has been working to improve the Company’s IR system. He is well versed in the businessof the group, and we deem that his swift and agile business execution that utilizes his experience will be essential forfurther enhancement of the management system of the Company and the group 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)– years
1,100 shares–/–
Career summary and position and responsibility in the Company (significant
concurrent positions)Apr. 1989
Joined The Industrial Bank of Japan, Limited (currently Mizuho
Bank, Ltd.)
Jul. 2011
General Manager of Tsuruse Branch of Mizuho Bank, Ltd.
Jul. 2014
General Manager of Hakodate Branch of Mizuho Bank, Ltd.
New election
Kazuho Fujiyama
Apr. 2017
Councilor of Global Human Resources Department of Mizuho(September 13, 1965)
Bank, Ltd.
Nov. 2019
Seconded to Senior Managing Director of the Company
6
May 2020
Joined the Company as Assistant to the President
Jun. 2020
General Manager of President’s Office of the Company
Jun. 2022
Executive Officer and General Manager of President’s Office of
the Company (current position)[Reasons for nomination as candidate for Director]
Kazuho Fujiyama has a wide range of insights due to his broad experience and expert knowledge in sales, examination,and human affairs at the bank as well as branch management. Since joining the Company, he has served as General
Manager of President’s Office, where he has promoted key projects of the Company under the direct control ofmanagement and has investigated and advised on decisions. Based on this, we expect he will further strengthen the
Company’s overall management and have nominated him as candidate for Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
4 years-7-

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
14,500 shares
13/13
Career summary and position and responsibility in the Company (significant
concurrent positions)Apr. 1981
Joined The Hokkaido Takushoku Bank, Ltd.
Nov. 1998
Joined The Chuo Trust & Banking Co., Ltd.
Reelection
Oct. 2002
Joined Nittele Credit Collection Co., Ltd.
External
Jun. 2012
President of Nittele Credit Collection Co., Ltd.
Independent
Jan. 2014
President of NTS Holdings Company, Limited
Toshihiko Nagayasu
Jun.
2016
External
Director of the Company (current position)(July 18, 1957)
Jun. 2021
Representative Director and Chairman of NTS Holdings
7
Company, Limited
Jun. 2022
Chairman of the Board of NTS Holdings Company, Limited(current position)[Reasons for proposing as candidate for external Director and expected roles]
Toshihiko Nagayasu has fully exercised his role as external Director of the Company, such as by providing objective
and valuable advice from a perspective of corporate management at meetings of the Board of Directors, based on his
abundant experience and knowledge in corporate management. He has been playing an important role as chair of Boardof Directors of the Company since June 2022. As chair of a remuneration committee and a nomination committee, headequately involves and provides advice in discussing important matters. The Company therefore, has decided torenominate him as a candidate for external 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
600 shares
12/13
Career summary and position and responsibility in the Company (significant
concurrent positions)Apr. 1978
Joined Bunka Gakuen Bunka Publishing Bureau
Oct. 1995
Joined Heibonsha Ltd.
Reelection
External
Jun. 2003
Chief Editor of Heibonsha Ltd.
Independent
Jun. 2014
Representative Director and President of Heibonsha Ltd. (current
Mito Shimonaka
position)(February 4, 1956)
Jun. 2020
External Director of the Company (current position)
8
Jun. 2021
External Director of AGS Corporation
Jun. 2023
Representative Director and Chairman of Heibonsha Ltd. (current
position)[Reasons for proposing as candidate for external Director and expected roles]
Mito Shimonaka has abundant experience and broad insight as a business owner in the publishing industry. Through her
useful remarks in meetings of the Board of Directors on the Company’s overall management from an objective andneutral standpoint and based on a multifaceted 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 renominated her
as a candidate for external Director.
Candidate
No.

Name(Date of birth)

Tenure as Director
8 years-8-

CandidateNo.

9Notes:

Number of the Company’s
Attendance at Board of
shares owned
Directors meetings
2,100 shares
12/13
Career summary and position and responsibility in the Company (significant
concurrent positions)Mar. 1969
Joined Imperial Hotel, Ltd.
Reelection
Jun. 1998
Director of Imperial Hotel, Ltd.
External
Jun. 2001
Vice-President of Imperial Hotel, Ltd.
Independent
Jun. 2004
President of Imperial Hotel, Ltd.
Tetsuya Kobayashi
Apr. 2013
Chairman of Imperial Hotel, Ltd.
(June 21, 1945)
Apr. 2020
Director of Imperial Hotel, Ltd.
Jun. 2020
Executive Advisor to Imperial Hotel, Ltd.
Jun. 2022
External Director of the Company (current position)[Reasons for proposing as candidate for external Director and expected roles]
Tetsuya Kobayashi has global knowledge, a wealth of experience and wide-ranging insights from his successive
positions, such as President and Chairman, at Imperial Hotel, Ltd. Through his valuable opinions and insights on the
Company’s overall management from an objective a neutral standpoint as well as from a perspective of service sector,
which is different from ours. We expect that he will contribute to enhancing the Company’s management system further
as well as deepening and broadening our sustainable corporate value improvement. The Company, therefore, hasdecided to renominate him as a candidate for external Director.
Name(Date of birth)

Tenure as Director
2 years

1. There is no special interest between the candidates and the Company.
2. The 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 2023 for which that Director’s tenure was current.
4. The Company has submitted notification to the Tokyo Stock Exchange that Toshihiko Nagayasu, Mito Shimonaka and
Tetsuya Kobayashi have been appointed as independent officers as provided for by the aforementioned exchange. If theirelection as Directors is approved, the Company plans to submit a notification to the exchange concerning their appointment
as independent officers.
5. Based on the Company’s Articles of Incorporation, the Company has entered into agreements with Toshihiko Nagayasu,
Mito Shimonaka and Tetsuya Kobayashi limiting their liability for damages under Article 427, Paragraph 1 of theCompanies Act to the extent allowed by laws and regulations. If their reelection is approved, the Company plans to renew
this agreement with them.
6. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Directors of
the Company and other insured persons bearing responsibility in relation to the performance of their duties or receiving aclaim relating to the pursuit of such responsibility. However, there are certain exemption clauses, such as when an insured
person commits an act while recognizing it is an act in violation of laws and ordinances. If the candidates are elected andassume office as Directors, they will become insured persons under that insurance policy. In addition, the Company plansto renew this insurance policy under the same conditions at the next renewal.

-9-

(Reference) Composition of the Board of Directors
The following are the fields in which each candidate for Director is expected to contribute.
The main fields among the fields of expertise expected to be contributed by each Director are marked with a ●.
Fields in Which Each Candidate for Director Is Especially Expected to Contribute to the Company
Manufacturing
Candidate for Director

Corporate
Legal / Risk
Management Management

Finance /Accounting

Sales /
MarketingTechnology
and Quality

ESG

Personnel /Labor Affairs

Control
MitsuoNakahashi

Reelection●

Shoji Hirose

Reelection●

Takeshi Ariga

Reelection●

Terutaka
Fukazawa

Reelection

KazuhoFujiyamaNewelection

Nagayasu

●
●

●

●
●
●

Reelection

YoshitoYamaguchi

Toshihiko

●

●
●
●

●

●
●

●

●

●

Reelection
External
Independent

●

●

●

●

●

Reelection
Mito Shimonaka External
Independent
Tetsuya
Kobayashi

Reelection
External●●●

Independent*The above skills matrix does not represent all the knowledge possessed by each candidate.

- 10 -●

Proposal 2:

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,
Natsuki Tsujino, Shigeki Yagi, and Kayoko Kitade 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 Members are as follows:
Candidate
No.

Name

Current position

1

Natsuki Tsujino

Full-time Audit &Supervisory Board
Member2

Shigeki Yagi

External Audit &Supervisory Board
MemberCertified public accountant

Reelection
External
Independent

3

Kayoko Kitade

External Audit &Supervisory Board
MemberAttorney-at-law

Reelection
External
Independent

4

Yoshie Shinoki–

Certified public accountant

New election
External
Independent

Responsibility in the Company and significant
concurrent positions

Attributes
Reelection

New election

Audit & Supervisory Board Member candidate up for new election

Reelection
External

Audit & Supervisory Board Member candidate up for reelection
External Audit & Supervisory Board Member candidate

Independent

Independent Officer as provided for by the Tokyo Stock Exchange’s regulations- 11 -

Attendance at Audit &Tenure as Audit &Number of the Company’s
Supervisory Board
Supervisory Board
shares owned
meetings
Member0 shares
6/6
1 year
Career summary and position in the Company (significant concurrent positions)Apr. 1989
Joined Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
Nov. 2012
Director, Internal Audit & Credit Examination Division, MUFG
Reelection
Bank, Ltd.
Natsuki Tsujino
Apr. 2019
Seconded to Administration Div. of the Company(June 16, 1966)
Oct. 2019
Joined the Company, Deputy General Manager, Audit Department
Jun.
2023
Full-time
Audit & Supervisory Board Member of the Company
1(current position)[Reasons for nomination as candidate for Audit & Supervisory Board Member]
Natsuki Tsujino has a wide range of insights due to his broad experience and expert knowledge in audit, human affairs,
financial accounting and compliance at the Company and a bank. We deem that he will continue to provide valuable
opinions and insights to the Company’s management from an objective perspective regarding further enhancement ofcorporate governance of the Company. As a result, we have renominated him as a candidate for Audit & Supervisory
Board Member.
Attendance at Audit &Tenure as external Audit &Number of the Company’s
Supervisory Board
Supervisory Board
CandidateNameshares owned
meetings
MemberNo.
(Date of birth)
5,000 shares
6/7
10 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)
IndependentMar. 1998
Established Sowa Certified Public Accountants Office andShigeki Yagi
Member of Sowa Certified Public Accountants Office (current(April 6, 1961)
position)
2
Jun. 2014
External 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.
Candidate
No.

Name(Date of birth)- 12 -

Attendance at Audit &Tenure as external Audit &Number of the Company’s
Supervisory Board
Supervisory Board
shares owned
meetings
Member300 shares
6/7
2 years
Career summary and position in the Company (significant concurrent positions)
Reelection
External
Sep. 2007
Registered as attorney-at-law
Independent
Joined Ginza Law Office (to present)
Kayoko KitadeJun. 2022
External Audit & Supervisory Board Member of the Company(June 8, 1978)(current position)[Reasons for nomination as candidate for external Audit & Supervisory Board Member]
3
Kayoko Kitade has never in the past been involved in the management of a company. However, she has a wide range of
insights due to her broad experience and expert knowledge as an attorney-at-law. We deem that she will continue toprovide beneficial opinions and identifications to the Company’s management based on an objective and neutral
standing and from a multifaceted perspective that will include the further strengthening of the Company’s corporate
governance and legal opinions. As a result, we have renominated her as a candidate for external Audit & Supervisory
Board Member.
Attendance at Audit &Tenure as external Audit &Number of the Company’s
Supervisory Board
Supervisory Board
CandidateNameshares owned
meetings
MemberNo.
(Date of birth)
0 shares–/–– years
Career summary and position in the Company (significant concurrent positions)Apr. 1999
Joined Suita City Hall
New election
External
Oct. 2003
Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon
Independent
LLC)
Yoshie Shinoki
Apr. 2007
Registered as a certified public accountant(March 8,1976)
Sep. 2020
Outside Audit & Supervisory Board Member of Basis Corp.
(current position)
4[Reasons for nomination as candidate for external Audit & Supervisory Board Member]
Yoshie Shinoki has never been involved in the management of a company. However, she has insight in finance andaccounting due to her broad experience in accounting and auditing as a certified public accountant. In addition, she has
experience as a full-time audit and supervisory committee member of a company preparing for listing and as an outside
auditor of a listed company, and has an outside perspective on governance of a listed company. As a result, we deemthat she will provide valuable opinions and insights to the Company from an objective perspective, and we havenominated her 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. The 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 2023 for which that Audit & Supervisory Board Member’s tenure was current.
4. The Company has submitted notification to the Tokyo Stock Exchange that Shigeki Yagi and Kayoko Kitade have been
appointed as independent officers as provided for by the aforementioned exchange. Furthermore, Yoshie Shinoki satisfies
the requirements for an independent officer as provided for by the Tokyo Stock Exchange. If the appointment of theaforementioned three individuals as Audit & Supervisory Board Members is approved, the Company plans to submit a
notification to the exchange concerning their appointment as independent officers.
5. Based on the provisions of Article 35 of the Company’s Articles of Incorporation, the Company has entered into
agreements with Shigeki Yagi and Kayoko Kitade limiting their liability for damages under Article 427, Paragraph 1 of
the Companies Act to the extent allowed by laws and regulations. If their reelection is approved, the Company plans torenew this agreement with them. Furthermore, if Yoshie Shinoki’s election is approved, the Company plans to enter thesame limited liability agreement with her.
6. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Audit &Supervisory Board Members of the Company and other insured persons bearing responsibility in relation to theperformance of their duties or receiving a claim relating to the pursuit of such responsibility. However, there are certain
exemption clauses, such as when an insured person commits an act while recognizing it is an act in violation of laws andordinances. If the candidates are elected and assume office as Audit & Supervisory Board Members, they will become an
insured person under that insurance policy. In addition, the Company plans to renew this insurance policy under the same
conditions at the next renewal.

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Proposal 3:

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 an 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:
Name(Date of birth)

Number of the Company’s shares owned
0 shares
Career summary (significant concurrent positions)Oct. 1985
Registered as a certified public tax accountant
May 1986
Joined Shinko Audit Corporation
External
Jun. 1999
Established Chiyoda Management Service Ltd.
Independent
Director of Chiyoda Management Service Ltd.
Toshiaki Kanazawa
Director of Toshiaki Kanazawa Certified Public Tax Accountant Office(November 23, 1955)(current position)
Jul. 2011
Representative Director of Chiyoda Management Service Ltd. (current
position)[Reasons for nomination as candidate for substitute external Audit & Supervisory Board Member]
The reason Toshiaki Kanazawa has been nominated as a candidate for substitute external Audit & Supervisory Board Member is that
he has expert knowledge and practical experience as a certified public tax accountant, which we would like him to reflect in theaudits of the Company.
Notes:

1. There is no special interest between the candidate to be a substitute Audit & Supervisory Board Member and the Company.
2. Toshiaki Kanazawa is a candidate to be a substitute external Audit & Supervisory Board Member.
3. If Mr. Kanazawa assumes the office of Audit & Supervisory Board Member, based on the Company’s Articles ofIncorporation, the Company plans to enter into a limited liability agreement with him to the extent allowed by laws andregulations as provided for in Article 427, Paragraph 1 of the Companies Act.
4. Mr. Kanazawa satisfies the requirements for an independent officer as provided for by the Tokyo Stock Exchange.
5. The Company has entered into a directors and officers liability insurance policy based on Article 430-3, Paragraph 1 of
the Companies Act with an insurance company. This policy will compensate for damages arising due to the Audit &Supervisory Board Members of the Company and other insured persons bearing responsibility in relation to theperformance of their duties or receiving a claim relating to the pursuit of such responsibility. However, there are certain
exemption clauses, such as when an insured person commits an act while recognizing it is an act in violation of laws andordinances. If Mr. Kanazawa is elected as an Audit & Supervisory Board Member, he will become an insured person underthat insurance policy. In addition, the Company plans to renew this insurance policy under the same conditions at the next
renewal.

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