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 7, 2022
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 84TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders,
You are cordially invited to attend the 84th 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 Monday, June 27, 2022 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:

Tuesday, June 28, 2022 at 10:00 a.m. JST

2. Venue:

STATION CONFERENCE Manseibashi 404, JR Kanda Manseibashi Bldg. 4thfloor, 1-25 Kanda-suda-cho Chiyoda-ku, Tokyo, Japan(The Company decided to hold this General Meeting of Shareholders at the above
venue, which is on the different floor of the building to which its head office
functions have relocated. Please be advised that the venue has changed from theprevious meeting held last year.)

3. Meeting Agenda:
Matters to be Reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
84th Fiscal Year (from April 1, 2021 to March 31, 2022) 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 84th Fiscal Year(from April 1, 2021 to March 31, 2022)

1

Proposals to be Resolved:
Proposal No. 1: Distribution of Surplus
Proposal No. 2: Partial Amendment of the Articles of Incorporation
Proposal No. 3: Election of Six Directors
Proposal No. 4: Election of Four Audit & Supervisory Board Members
Proposal No. 5: Revision of Amount of Compensation for Directors
Proposal No. 6: Revision of Amount of Compensation for Audit & Supervisory Board Members
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

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, it is the Company’s basic policy 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, 2022), while thevehicle communication equipment business segment recorded a loss due to significant effects of the spread of
the COVID-19 continuing from the previous fiscal year, significantly improved sales and profits in the circuit
testing connector business segment, the recording of foreign exchange gains following the weaker yen, etc.,
contributed to marking record-high consolidated net sales, consolidated ordinary income and profit attributableto owners of parent. As for the Group’s medium-term management target “Minimum8”—i.e., secure a sales
growth rate, a minimum operating profit margin, and a return on equity of 8%., we secured the level exceeding
8% for the sales growth rate being 11.5% and return on equity being 11.6%.
For the next fiscal year (fiscal year ending March 31, 2023), the Company expects that recovery of economic
activity will be pursued while the COVID-19 rebound will be controlled. On the other hand, decoupling among
global economies is worsening as the tensions are rising suddenly in Europe and other countries, triggered by
Russia’s incursion into Ukraine, and the Company assumes that trends in supply and demand and competitiveenvironments in the Company’s major market will become even more uncertain. The Company therefore believes
that it continues to be indispensable to perform business operations with emphasis on financial stability underthese circumstances. Although trends are uncertain in the market as a whole, inquiries have been gathering
momentum mainly for growing businesses including 5G (the fifth generation mobile communications), withincreased capital needs for investment in not only mass-production facilities but also technological development
looking into further ahead.
In view of the aforementioned circumstances, the Company hereby proposes its year-end dividend for the
fiscal year ended March 31, 2022 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
22 yen per share of common stock, for a total of 512,843,540 yen
Because an interim dividend of 18 yen per share was paid out, the annual dividend for the fiscal year ended
March 31, 2022 will be 40 yen per share (consolidated dividend payout ratio of 19.8%).
(3) Effective date of distribution of surplus
June 29, 2022 (Wednesday)3

Proposal No. 2:

Partial Amendment of the Articles of Incorporation

1. Reasons for the amendment(1) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision ofmaterials for the General Meeting of Shareholders, the Articles of Incorporation of the Company shallbe amended as follows.
(i) Proposed Article 16, Paragraph 1 provides that information contained in the Reference Documents
for the General Meeting of Shareholders, etc. shall be provided electronically.
(ii) The purpose of proposed Article 16, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(iii) The provisions related to the Internet disclosure and deemed provision of the Reference Documents
for the General Meeting of Shareholders, etc. (Article 16 of the current Articles of Incorporation)
will become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
(2) In order to allow a Director other than Representative Director to convene and chair a meeting of theBoard of Directors, Article 23 of the current Articles of Incorporation shall be partially amended.
(3) In order to unify the maximum amount of liability under limited liability agreements with Outside
Directors and Outside Audit & Supervisory Board Members to the amount stipulated by laws andregulations, Article 30 and Article 36, Paragraph 2 of the current Articles of Incorporation shall be
partially amended.
2. Details of the amendment
The details of the amendment are as follows.

(Amended parts are underlined.)
Proposed Amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for General Meeting of
Shareholders, etc.)
Article 16. When convening a General Meeting of
Shareholders, the Company may, by disclosing
information relating to the matters to be
described or indicated in reference documents
for a General Meeting of Shareholders, business
reports, financial statements, and consolidated
financial statements via the Internet inaccordance with the provisions of an ordinanceof the Ministry of Justice, deem that it has
provided that information to shareholders.

<Deleted>(Measures for Electronic Provision, etc.)<Newly established>

Article 16. The Company shall, when convening a
General Meeting of Shareholders, provide
information contained in the Reference
Documents for the General Meeting of
Shareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who haverequested it by the record date for voting rights.

4Current Articles of Incorporation
Proposed Amendments(Person to Convene Board of Directors Meetings (Person to Convene Board of Directors Meetings andand Chairman)
Chairman)
Article 23. Unless otherwise provided by laws and Article 23. Unless otherwise provided by laws andregulations, Board of Directors meetings shallregulations, Board of Directors meetings shall be
be convened by a representative director
convened by a director designated by the Board ofdesignated by the Board of Directors, who shall
Directors, who shall act as the chairman of theact as the chairman of the meeting.
meeting.
(Limitation of Liability of Outside Directors)(Limitation of Liability of Outside Directors)
Article 30. Article 30 The Company may enter Article 30. The Company may enter into agreements
into agreements with outside directors limiting
with outside directors limiting their liability to pay
their liability to pay compensation for damage
compensation for damage caused by dereliction of
caused by dereliction of duty, in accordance
duty, in accordance with the provisions of Article
with the provisions of Article 427, Paragraph 1427, Paragraph 1 of the Companies Act; provided,of the Companies Act; provided, however, that
however, that the limitation of liability pursuant to
the limitation of liability pursuant to such
such agreements shall be the amount specified byagreements shall be an amount specified inlaws and regulations.
advance of at least four million yen(¥4,000,000) or the amount specified by laws
and regulations, whichever is higher.
(Exemption from Liability of Audit & Supervisory (Exemption from Liability of Audit & Supervisory Board
Board Members)
Members)
Article 36. (Omitted)
Article 36. (Unchanged)
2. The Company may enter into agreements with 2. The Company may enter into agreements withoutside Audit & Supervisory Board members
outside Audit & Supervisory Board members
limiting their liability to pay compensation for
limiting their liability to pay compensation fordamage caused by dereliction of duty, indamage caused by dereliction of duty, in accordance
accordance with the provisions of Article 427,
with the provisions of Article 427, Paragraph 1 of theParagraph 1 of the Companies Act; provided,
Companies Act; provided, however, that the
however, that the limitation of liability pursuant
limitation of liability pursuant to such agreements
to such agreements shall be an amount specified
shall be the amount specified by laws andin advance of at least 4 million yen (¥4,000,000)
regulations.
or the amount specified by laws and regulations,whichever is higher.
(Supplementary provisions)<Newly established>

1. The amendments to Article 16 of these Articles ofIncorporation shall come into effect on September 1,
2022.
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for
General Meeting of Shareholders, etc.) of the current
Articles of Incorporation shall remain in force withrespect to a General Meeting of Shareholders to beheld on the last day of February 2023 or earlier.
3. These supplementary provisions shall be deleted
after March 1, 2023 or the lapse of three months
from the date of the General Meeting of
Shareholders set forth in the preceding paragraph,
whichever is later.

5

Proposal No. 3:

Election of Six 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 six Directors with an increase of one Director
to strengthen the management structure.
The candidates for Director are as follows.
It should be noted that no material conflict of interest exists between any of the six candidates for Director
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, in charge of Administration
Management H.Q.

18/18 times(100%)

3

Kenji Yokoo

Reappointment

Male

Director, Managing Executive Officer,
in charge of VCCS Business Division

18/18 times(100%)

4

Naohito Odani

New
appointment

Male

Managing Executive Officer, Chief
Officer of Technical H.Q., in charge of
CTC Engineering Department

－
(－)

5

Kuniko Muramatsu

Reappointment
OutsideFemaleOutside Director

6

Makoto TobariNew
appointment
Outside

Male

－

6

17/18 times
(94%)
－
(－)

◆Expertise and experiences of new Board of Directors structure (skill matrix)
Up to four areas of expertise and experience of the Directors and Audit & Supervisory Board Members,
which are especially expected of them in performing their duties, are indicated. The table below is not an
exhaustive list of expertise and experiences of each person.
Expertise and experiences

Name

Positions

Corporate
management

ESG andsustainabil
ity

Legal andrisk
management

Takayuki
TokumaRepresentative Director,
President and Executive
Officer〇〇〇

Kouichi
Fukagawa

Director, Senior
Managing Executive
Officer〇〇〇

Kenji Yokoo

Director, Managing
Executive Officer〇〇

Naohito Odani

Director, Managing
Executive Officer

KunikoMuramatsu

Outside Director〇

Makoto Tobari

Outside Director〇

Kenji Kamachi

Audit & Supervisory
Board Member

Toshiaki Tochigi

Outside Audit &Supervisory Board
MemberHisao Tsunoda

Outside Audit &Supervisory Board
MemberEmi Yoneda

Outside Audit &Supervisory Board
MemberFinanceand M&A

HR andlaboraffairs

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

Internati
onality〇〇〇

Technologi
calstrategy

〇

〇

〇

〇

〇

〇

◆Directors and officers liability insurance contract for candidates for Director and candidates for Audit &Supervisory Board Member
The Company has entered into a directors and officers liability insurance contract with an insurance company
for the purposes of securing talented human resources and supporting their aggressive and resolute
management decision-making toward growth of the Company. The contract was most recently renewed in
February 2022. The summary of the contents of the insurance contract is as described in page 39 of thisNotice (Japanese version only). Among the candidates, those who are incumbent Directors and Audit &Supervisory Board Members are already covered by the insurance, and if their reappointment is approved,
they will continue to be the insured. If appointment of new candidates is approved, they will be covered by
the insurance starting from the day on which the approval is given.

7

No.

Name
(Date of birth)

Joined the Company
Director(June 13, 1954)
Director, General Manager, Car Antenna Business Division
Reappointed
Director, in charge of Business Planning Department
Managing Director
Managing
Director and Antenna System Company President
Number of the
Director, Managing Executive Officer, and Antenna System Company
Company’s shares held:
President
288,178 shares
April 2007
Representative Director, President and Executive Officer (to present)
Years of service as Director: 26 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

Takayuki Tokuma

1

Past experience, positions and responsibilities
August 1988
June 1995
September 1995
April 1997
June 2004
December 2004
June 2006<Reasons for nomination as candidate for Director>
As the head and executive officer in charge of the divisions, Mr. Takayuki Tokuma has led the businessexpansion/evolution of the Company’s primary businesses, including the development/sales promotion of microantennas in the vehicle communication equipment 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-upof the medical device business, and thus has a thorough understanding of all businesses. He has served as President andExecutive Officer since April 2007, bearing the slogans of “multilayered business” and “permanent evolution,” andsuccessfully and steadily achieved improvement the growth potential, profitability, and stability of the Group.
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, and thus proposes that he be elected as Director.

8

No.

Name
(Date of birth)

Past experience, positions and responsibilities
April 2005
June 2006

2

Joined the Company
Executive Officer and General Manager, Connector Company Business
Planning Department
April 2007
Executive Officer and Chief Officer, Management Planning H.Q.
June 2013
Managing Executive Officer and Chief Officer, Management Planning
H.Q.
Kouichi Fukagawa(March 28, 1953)
June 2015
Director, Managing Executive Officer and Chief Officer, Management
Planning H.Q.
Reappointed
June 2016
Director, Senior Managing Executive Officer and Chief Officer,
Management Planning H.Q.
April 2017
Director, Senior Managing Executive Officer and General Manager,
Number of the
LTCC Business Division
Company’s shares held:
February 2020 Director, Senior Managing Executive Officer and Chief Officer,
51,668 shares
Administration Management H.Q.
April 2021
Director, Senior Managing Executive Officer, in charge of
Administration Management H.Q., Management Planning H.Q., andCSR Promotion Department
April 2022
Director, Senior Managing Executive Officer, in charge of
Administration Management H.Q. (to present)
Years of service as Director: 7 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, and acquisition of new customers of said business, and has also
contributed to the establishment/enhancement of the information security structure of the Group as a whole, andcontributed to the improvement of awareness thereof by promoting the acquisition of ISO 27001 certification, theinternational standard for information security. He has been leading the enhancement of the Group’s base and promotionof ESG initiatives, including corporate governance and CSR (Corporate Social Responsibility) activities, as well as
prevention countermeasures against COVID-19, as the executive officer in charge of management
planning/administration management headquarters since February 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.

9

No.

Name
(Date of birth)

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

3

Joined the Company
General Manager, VCCS Business Division
Managing Director, YOKOWO MANUFACTURING OF AMERICA
LLC
Kenji Yokoo
June 2007
Executive Officer and Chief Officer, Administration Management(August 22, 1960)
H.Q.
November 2016 Vice Chairman of The Tomioka Chamber of Commerce and Industry,
Reappointed
Gunma Prefecture (to present)
April 2017Managing Executive Officer and Chief Officer, Administration
Number of theManagement H.Q.
Company’s shares held: June 2017
Director, Managing Executive Officer and Chief Officer,
90,128 shares
Administration Management H.Q.
February 2020
Director, Managing Executive Officer and General Manager, VCCS
Business Division
April 2022
Director, Managing Executive Officer in charge of VCCS Business
Division (to present)
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:
Vice Chairman of The Tomioka Chamber of Commerce and Industry, Gunma Prefecture<Reasons for nomination as candidate for Director>
Mr. Kenji Yokoo 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 after the Lehman’s collapse. Since February 2020, he has been in charge of the VCCS
business, of which he has thorough understanding, and is working to rebuild the profit structure of the businessfundamentally, while placing the greatest importance on the execution of supply responsibility, amidst the difficult
circumstances where orders fluctuate and logistics is disrupted due to an impact of the spread of COVID-19.
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.

10

No.

Name
(Date of birth)

Past experience, positions and responsibilities

Joined the Company
General Manager, CTC Engineering Department(March 16, 1968)
Deputy Chief Officer, Technical H.Q. and General Manager, CTC
Engineering Department
Newly appointed
April 2018
Executive Officer and Deputy General Manager, Technical H.Q. andGeneral Manager, CTC Engineering Department
Number of theApril 2020
Executive Officer and General Manager, Technical H.Q., in charge ofCompany’s shares held:
CTC Engineering Department
7,600 shares
April 2022
Managing Executive Officer and General Manager, Technical H.Q., incharge of CTC Engineering Department (to present)
Attendance rate of the Board of Directors Meetings: －Naohito Odani

4

May 2013
April 2015
April 2017

Significant concurrent positions: None
<Reasons for nomination as candidate for Director>
Mr. Naohito Odani has built a global framework for field application engineers (FAEs) who take charge of supporting
customers of the Company’s circuit testing connector (CTC) business and raised trust of the customers significantly. In
addition, he has promoted efforts to raise the level of technological capabilities of the CTC Engineering Department as awhole, improve its productivity in the design and development areas, and reinforce the strengths of the Intellectual
Property Department, leading the dramatical improvement of the technological competitiveness of the Company’s CTC
Business Division, and has thereby contributed significantly to the rapid growth of said business.
The Board of Directors of the Company would like Mr. Odani to lead discussions of the Board concerningtechnological strategies of the Group and take charge of further strengthening its technological capabilities from a higher
point of view, and thus proposes that he be elected as Director.

11

No.

Name
(Date of birth)

Past experience, positions and responsibilities
October 1983

Kuniko Muramatsu(September 1, 1958)

Reappointed
Candidate for Outside
Director

Number of theCompany’s shares held:
0 shares

5

January 2010
January 2014
April 2016
June 2016
April 2018
June 2019
June 2020
February 2021

Joined Texas Instruments Japan Limited (resigned from Texas
Instruments Japan Limited in September 2009)
Representative Director, Wellness Systems Institute (to present)
Director, Japan Professional Football League (J. League)
Director and Chair of the Board, NPO GEWEL
Outside Director, C’BON COSMETICS Co., Ltd.
Outside Director of the Company (to present)
Senior Researcher, Business Ethics Research Center (to present)
Outside Director, NEC Networks & System Integration Corporation (topresent)
Outside Director, Kyushu Railway Company (to present)
Director, Japan Women’s Empowerment Professional Football League(WE League) (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: 17/18 times (94%)
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 value and thepromotion of diversity, whereas she also continues practical research on corporate ethics.
At the Board of Directors meetings, 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 continuously monitor and supervise the management of the Company and provide
advice and recommendations to the Company in the next period by leveraging her extensive knowledge and practicalexperience at business organization, and thus proposes that she be elected as Outside Director.
2. 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) 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.
3. 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 limit ofliability for damages based on this agreement is 4 million yen or the amount prescribed by laws and regulations,whichever is higher.

12

No.

Name
(Date of birth)

Past experience, positions and responsibilities
September 1979 Joined Japan Management Association

Makoto Tobari(February 25, 1949)

April 1989

Senior Consultant, JMA Consultants, Inc. (to present)

June 2003

Director

April 2004
Newly appointed
Candidate for Outside April 2006
Director
April 2007
Number of theCompany’s shares held:
0 sharesDirector, Chief Officer, Administration Management H.Q.
Director, General Manager, Core System Development
Director, General Manager, Corporate Department

June 2007

Executive Director, All Japan Federation of Management Organizations

April 2009

Chief Advisor, JMA Consultants, Inc. (to present)

June 2011

Audit & Supervisory Board Member, JMA Holdings Inc. (resigned fromoffice in June 2018)
Attendance rate of the Board of Directors Meetings: －6

Significant concurrent positions:
Advisor and Senior Consultant, JMA Consultants, Inc.
1. Reasons for nomination as candidate for Outside Director and overview of expected roles
Mr. Makoto Tobari has engaged in guidance and advisory services mainly on technological strategy, new business,and management strategy fields for many years as a senior consultant at a leading management consultancy firm. He
also has experience in corporate management as a director of said firm.
The Company would like him to monitor and supervise management of the Company leveraging his abundant
practical experience and extensive knowledge concerning technological strategies and global trends in technology andprovide advice and recommendations for improvement, and thus proposes that he be elected as Outside Director.
2. Independence of candidate for Outside Director(1) The Group and JMA Consultants, Inc. for which Mr. Tobari served as a director in the past has had no transaction
history in the last three consolidated fiscal years, and it has passed 13 years since he retired from office as directorof said company in March 2009.
(2) Based on the above, the Company has determined Mr. Tobari to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Tobari is approved as
proposed, the Company will designate him as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
If Proposal No. 2 and this Proposal to this year’s Ordinary General Meeting of Shareholders are approved, theCompany plans to, pursuant to Article 30 of the Company’s amended Articles of Incorporation, enter into a limited
liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Makoto Tobari. The limitof liability for damages based on this agreement is the amount prescribed by laws and regulations.

13

Proposal No. 4:

Election of Four Audit & Supervisory Board Members

The terms of office of Audit & Supervisory Board Members Messrs. Yasushi Mashimo and Toshiaki Tochigi
will expire at the conclusion of this year’s Ordinary General Meeting of Shareholders, and Audit & Supervisory
Board Member Mr. Tooru Furuta resigns from office. Accordingly, the election of four Audit & Supervisory
Board Members is proposed. Accordingly, the election of four Audit & Supervisory Board Members is proposed.
If elected, the terms of office of the Audit & Supervisory Board Members will be until the conclusion of the88th Ordinary General Meeting of Shareholders scheduled to be held in June 2026.
This Proposal has been approved by the Audit & Supervisory Board.
The candidates for Audit & Supervisory Board Member are as follows.
No.

Name
(Date of birth)

Past experience and positions
July 2019

Kenji Kamachi(January 4, 1964)

April 2020

Newly appointed

April 2021

Joined the Company
Chief Officer, Administration Management H.Q.
Chief Officer, Administration Management H.Q. and General Manager,
Internal Audit Department
General Manager, Internal Audit Department (to present)

Number of theCompany’s shares held:
1,251 shares

1

Attendance rate of the Board of Directors Meetings: －Attendance rate of the Audit & Supervisory Board Meetings:－
Significant concurrent positions: None
<Reasons for nomination as candidate for Audit & Supervisory Board Member>
Mr. Kenji Kamachi has experience in serving as chief financial officer (CFO) of a foreign automotive parts company,
etc., and is a U.S. certified public accountant, who has considerable knowledge in finance and accounting. After joining
the Company, he has supervised the entire administrative operations of the Administration Management H.Q. from aholistic perspective. He has also participated in deliberation and decision making as a member of the Business Risk
Management Committee, broadly developing his understanding of the Company’s business risks in general. As a person
in charge of the Internal Audit Department, he has been powerfully promoting efforts to strengthen the internal audit
system since April 2020, reinforcing the collaboration within the Board of Directors, collaboration with Outside Director
and Outside Audit & Supervisory Board Members in particular.
The Company would like him to take charge of audit of management, leveraging his abundant practical experienceand extensive knowledge concerning finance and accounting, so that the Group, the business scale of which keeps
expanding, can maintain the legality and appropriateness of management, and thus proposes that he be elected as Audit& Supervisory Board Member.

14

No.

Name
(Date of birth)

Registered as lawyer
Established Nozomi Sogo Attorneys at Law, Partner Lawyer (to present)(April 16, 1949)
President, Daini Tokyo Bar Association
Vice President, Japan Federation of Bar Associations
Reappointed
May 2011
Deputy Director, Japan Lawyer’s Political Association
Candidate for Outside
June 2011
Outside Audit & Supervisory Board Member, Mori Denki Co., Ltd.
Audit & Supervisory(currently, Daikokuya Holdings Co., Ltd.) (to present)
Board Member
April 2013
Chairman, Kanto Federation of Bar Associations
June 2014
Outside Audit & Supervisory Board Member of the Company (toNumber of thepresent)
Company’s shares held: December 2019 External Audit & Supervisory Board Member, EPS Holdings, Inc. (to0 sharespresent)
Years of service as Audit & Supervisory Board Member: 8 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:
Partner Lawyer, Nozomi Sogo Attorneys at Law
Outside Audit & Supervisory Board Member, Daikokuya Holdings Co., Ltd.
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Toshiaki Tochigi has played an active role as a lawyer staying on top for many years and has a wealth ofexperience and considerable insight in broad fields including corporate legal affairs, civil cases, and M&As.
At Board of Directors meetings, he actively makes statements, including questions, opinions, and requests regarding
matters such as business performance and execution of capital investment and other important operations, as well as
contractual terms important for management purposes, always from an objective perspective as an independent Outside
Audit & Supervisory Board Member.
The Company would like him to continuously monitor and audit management of the Company and provide advice for
improvement, and thus proposes that he be elected as Outside Audit & Supervisory Board Member.
Although he has never been directly involved in corporate management, the Company has judged that he can properly
perform his duties as Outside Audit & Supervisory Board Member because of the aforementioned reasons.
2. Independence of candidate for Outside Audit & Supervisory Board Member(1) The Group has a transaction history with Nozomi Sogo Attorneys at Law, for which Mr. Tochigi serves as partner
lawyer regarding legal advice fees and other compensation paid to other lawyers who belong to Nozomi. Suchtransactions are general in nature and the total amount of such transactions within the most recent five years until
the end of the current consolidated fiscal year is 114,000 yen.
(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. Tochigi to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Tochigi 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.
3. 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 alimited liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Toshiaki Tochigi.
The limit of liability for damages based on this agreement is 4 million yen or the amount prescribed by laws andregulations, whichever is higher.

Toshiaki Tochigi

2

Past experience, positions and responsibilities
April 1979
May 1995
April 2010

15

No.

Name
(Date of birth)

Hisao Tsunoda

April 1976
June 2007

Newly appointed
Candidate for Outside
Audit & Supervisory
Board Member

June 2009(March 14, 1954)

3

Past experience, positions and responsibilities

June 2011
June 2014
June 2017

Joined The Gunma Bank, Ltd.
Executive Officer and General Manager, Business Department of Head
OfficeDirector, Executive Officer and General Manager, Corporate Planning
Department
Managing Director
Senior Managing Director
AdvisorPresident and Representative Director, GUNMA TOCHI CO., Ltd. (topresent) *Scheduled to retire from office on June 27, 2022, and toassume office as Advisor to GUNMA TOCHI CO., Ltd.

Number of theCompany’s shares held:
0 shares
Attendance rate of the Board of Directors Meetings: －Attendance rate of the Audit & Supervisory Board Meetings:－
Significant concurrent positions:None after the above scheduled date of assumption of office as advisor
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Mr. Hisao Tsunoda has a wealth of experience and broad knowledge concerning corporate management as director ofa regional bank.
The Company would like him to monitor and audit management of the Company and provide advice leveraging his
experience and knowledge, and thus proposes that he be elected as Outside Audit & Supervisory Board Member.
2. Independence of candidate for Outside Audit & Supervisory Board Member(1) There are transactions between the Group and The Gunma Bank, Ltd., for which Mr. Tsunoda served as senior
managing director, in the amount of the Company’s borrowings from the bank of 2.5 billion yen as of the end of thecurrent consolidated fiscal year (of which, long-term borrowings of 1.8 billion yen and short-term borrowings of
0.7 billion yen) (accounting for 35.7% of the total balance of borrowings). In addition, the bank also holds 990,400
shares in common stock of the Company (the ratio of voting rights held as of the end of the fiscal year under review
is 4.3%), and the Company holds 620,900 shares in common stock of the bank (the ratio of voting rights held as ofthe end of the fiscal year under review is 0.2%). The Company has entered into a commitment line agreement (forup to 1.6 billion yen) with the bank. However, there is no credit balance as of the end of the current consolidated
fiscal year. As of the date of this year’s Ordinary General Meeting of Shareholders, five years will have passed
since June 27, 2017, when Mr. Tsunoda retired from office as Senior Managing Director of the Bank.
(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. Tsunoda to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Mr. Tsunoda is approved as
proposed, the Company will designate him as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
If Proposal No. 2 and this Proposal to this year’s Ordinary General Meeting of Shareholders are approved, theCompany plans to, pursuant to Article 36, Paragraph 2 of the Company’s amended Articles of Incorporation, enter into alimited liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Mr. Hisao Tsunoda.
The limit of liability for damages based on this agreement is the amount prescribed by laws and regulations.

16

No.

Name
(Date of birth)

Emi Yoneda(January 20, 1984)
Newly appointed
Candidate for Outside
Audit & Supervisory
Board Member

4

Past experience, positions and responsibilities
December 2004
August 2013
September 2013
March 2018
January 2021

Joined Shin Nihon & Co. (currently Ernst & Young ShinNihon LLC)
Resigned from Shin Nihon & Co.
Representative of Yoneda Accounting Firm (to present)
Director, Japan Professional Football League (J. League)
Assumed general incorporated association as Representative Director ofn=1 (to present)
November 2021 Outside Director (Audit and Supervisory Committee Member), arara inc.
(to present)
March 2022
Outside Director, Direct Marketing MiX Inc. (to present)

Number of theCompany’s shares held:
0 shares
Attendance rate of the Board of Directors Meetings: －Attendance rate of the Audit & Supervisory Board Meetings:－
Significant concurrent positions:Representative of Yoneda Accounting Firm (to present)
Representative Director, n=1 (to present)
Outside Director (Audit and Supervisory Committee Member), arara inc. (to present)
Outside Director, Direct Marketing MiX Inc. (to present)
1. Reasons for nomination as candidate for Outside Audit & Supervisory Board Member
Ms. Emi Yoneda has engaged in a broad range of services at a leading audit firm, mainly in the fields of accounting
audit, due diligence, and support for operational efficiency improvement for listed companies, and has extensive
knowledge in finance and accounting. She also has experience in promoting and leading initiatives for formulation of
medium-term plans, governance reforms, human resource/organizational development, and SDGs at Japan Professional
Football League (J. League), as its full-time director.
The Company would like her to provide advice for not only monitoring, audit and improvement of the Company’s
management but also promotion of its ESG and SDGs initiatives, leveraging her knowledge as a certified public
accountant, knowledge in human resource/organizational development, and valuable experience in supervising SDGs
initiatives of a large organization, and thus proposes that she be elected as Outside Audit & Supervisory Board Member.
She also has management experience at multiple organizations as officer. The Company has judged that she canproperly perform her duties as Outside Audit & Supervisory Board Member because of the aforementioned reasons.
2. Independence of candidate for Outside Audit & Supervisory Board Member(1) There are no business relationships between the Company and Yoneda Accounting Firm, for which Ms. Emi
Yoneda serves as Representative.
(2) Based on the above, the Company has determined Ms. Yoneda to be highly independent from the Company andpersons who execute the business of the Company. In the event that the election of Ms. Yoneda is approved as
proposed, the Company will designate her as an independent officer as prescribed in the Securities Listing
Regulations of the Tokyo Stock Exchange.
3. Overview of limited liability agreement entered into with the Company
If Proposal No. 2 and this Proposal to this year’s Ordinary General Meeting of Shareholders are approved, theCompany plans to, pursuant to Article 36, Paragraph 2 of the Company’s amended Articles of Incorporation, enter into alimited liability agreement, as prescribed in Article 423, Paragraph 1 of the Companies Act, with Ms. Emi Yoneda. The
limit of liability for damages based on this agreement is the amount prescribed by laws and regulations.

17

Proposal No. 5: Revision of Amount of Compensation for Directors
Among the compensation, etc. for Directors (including bonuses for Directors) of the Company, the monetaryamount of such compensation, etc. has been capped at 280 million yen per year (including the amount ofcompensation for Outside Directors capped at 20 million yen per year, but not including the employee salary
portion for Directors concurrently serving as employees) to date since approved at the 79th Ordinary General
Meeting of Shareholders held on June 29, 2017. However, the amount of compensation paid to Outside Directors
is increasing every year, in consideration of their increasing duties and responsibilities including being membersof the Nomination and Compensation Advisory Committee and their contribution to the enhancement ofcorporate value of the Company, as well as a possibility of increasing the number of Outside Directors in the
future, and it has become necessary to raise the cap of compensation for Outside Directors.
Shareholders are requested to approve this Proposal, which enables an increase in the amount of compensation
for Outside Directors to 40 million yen, out of the above amount of compensation, etc. for Directors (capped at
280 million yen per year) which remains unchanged. For the avoidance of doubt, the Company’s decision policy
concerning the details of compensation, etc. for individual Directors stipulates that Outside Directors are noteligible for Directors’ bonuses.
At present, there are five Directors (including two Outside Directors); if Proposal No. 3 is approved, there will
be six Directors (including two Outside Directors).
In addition, the Company has judged that this Proposal is appropriate, because this Proposal has been
determined upon deliberation by the Nomination and Compensation Advisory Committee and the Board of
Directors, in comprehensive consideration of such matters as the business scale, officers’ remuneration systemand the level of payment thereunder, the number of incumbent officers, and future developments of the Company.

18

Proposal No. 6: Revision of Amount of Compensation for Directors
The amount of compensation, etc. for Audit & Supervisory Board Members of the Company has been
capped at 40 million yen per year to date since approved at the 49th Ordinary General Meeting of Shareholders
held on June 26, 1987. Meanwhile, the amount of compensation paid to Audit & Supervisory Board Members
is increasing every year, in consideration of their increasing duties and responsibilities and their contribution to
the enhancement of corporate value of the Company. In addition, if Proposal No. 4 to this year’s Ordinary
General Meeting of Shareholders is approved, the number of Audit & Supervisory Board Members will be
increased to four (one Audit & Supervisory Board Member and three Outside Audit & Supervisory Board
Members).
Shareholders are requested to approve this Proposal, which enables an increase in the above amount ofcompensation, etc. for Audit & Supervisory Board Members to 60 million yen. For the avoidance of doubt, itis the Company’s basic policy to pay monthly fixed compensation to Audit & Supervisory Board Members andnot to pay bonuses, and the Audit & Supervisory Board has agreed to this policy.
At present, there are three Audit & Supervisory Board Members (including two Outside Audit & Supervisory
Board Members); if Proposal No. 4 is approved, there will be four Audit & Supervisory Board Members(including three Outside Audit & Supervisory Board Members).

End of document19