This is an English translation of the Japanese original for reference purposes only.
Some of documents referred herein may be provided in Japanese.
June 4, 2021
Ryoichi Oka
President and Representative Director
Mitsui E&S Holdings Co., Ltd.
6-4, Tsukiji 5-chome, Chuo-Ku, Tokyo, Japan

To Our Shareholders:
NOTICE OF THE 118TH ORDINARY GENERALMEETING OF SHAREHOLDERS
You are hereby notified of the 118th Ordinary General Meeting of Shareholders of Mitsui E&S Holdings
Co., Ltd. (the “Meeting”) to be held on Friday, June 25, 2021, as described below.
In order to prevent the spread of infection of the new coronavirus disease (COVID-19), shareholders arerequested to vote in writing or on the Internet by 5 p.m. on Thursday, June 24, 2021 according to‘‘INFORMATION ON EXERCISING VOTING RIGHTS’’ in pp. 5-7. after reviewing Reference
Documents for the General Meeting of Shareholders. Please refrain from visiting place of the Meeting,regardless of your physical condition.

1. Date and Time: Friday, June 25, 2021, at 10:00 A.M.
2nd Floor, Hamarikyu-Mitsui Building,

2. Place:

6-4, Tsukiji 5-chome, Chuo-Ku, Tokyo, Japan
3. Objectives(a) Matters to be reported(1) Report of Business Report and Consolidated Financial Statements for the 118th
Business Term from April 1, 2020 to March 31, 2021 (the “Term”) as well as
Accounting Auditor’s Report and Board of Corporate Auditors’ Report on theConsolidated Financial Statements(2)

Report of Financial Statements for the Term(b) Matters to be resolved
Agenda Item No. 1:

Election of six (6) Directors

Agenda Item No. 2:

Election of one (1) Corporate Auditor
1Please note:-Among documents to be provided in this Notice, items described below are not included in the attacheddocuments of this Notice, because they are provided by the Internet on the Company’s website under laws
and regulations and Article 16 of the Company’s Articles of Incorporation.
a) ‘‘Subscription Rights to Shares’’ of the Business Reportb) ‘‘Consolidated Statements of Changes in Net Assets’’ and ‘‘NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS’’ in the Consolidated Financial Statements.
c) ‘‘Statements of Changes in Net Assets’’ and ‘‘NOTES TO FINANCIAL STATEMENTS’’ in the
Financial Statements.
These items are included in the Business report, the Consolidated Financial Statements, and the Financial
Statements which were audited by the Corporate Auditors preparing the Board of Corporate Auditors’
Report, and by the independent auditors preparing the Independent Auditor’s Report, respectively.

-

The resolution of the Meeting will be published by the Internet on the Company’s website instead of
notifying via postal mail.

-In case amendments are made to the Reference Documents for the General Meeting of Shareholders,Business Report, Consolidated Financial Statements and Financial Statements, such amendments will be
published by the Internet on the Company’s website.

-

In order to prevent the spread of infection of the new coronavirus disease (COVID-19), we will implement
the measures written in page 4. We would appreciate your understanding and cooperation. Depending on
the spreading situation of COVID-19 or government announcement from now on, we might change theoperation of the Meeting to give first priority to safety of our Shareholders. If we unavoidably change theoperation such as time or place of the Meeting, we will post it on Company’s website. Please check our
website before you attend the Meeting.
No souvenirs will be provided to the shareholders attending the Meeting.
We would appreciate your understanding.
The Company’s Website: https://www.mes.co.jp/2

Dear shareholders
I would like to express my gratitude for your continued and exceptional support.
In FY2020, despite the very severe business environment due to the worldwide spread of infection of the
new coronavirus, we have been striving with strong determination to make sure to get out of the red in
the net profit. As a result, we managed to make a profit of only 100 million yen. However, it was notadequate to recover the dividend resources. We deeply regret to say to all of you that we are not able toprovide dividend for the Term-end. We sincerely apologize for much inconvenience caused to you.
Further, in order to clarify management responsibility, we will continue to reduce compensation of the
management including me.
From now on, we will direct our attention to fostering growing business lines in the future, and makeefforts to regain our Shareholders’ trust as soon as possible. As presented in the Mid-term Business Plan
2020, we will focus on power-mechatronics and shift to stock-type business model in order to become“A company adding digital value to all machines”. We would deeply appreciate your continued support
in the future.
June 2021
Ryoichi Oka
President, Representative Director, and CEO<Company Philosophy>
To continue working as a company trusted by society and individual through products and services
we offer<Management Policy>
Achieve new value creation together with customers
Seek a sound financial structure and steady profit
Construct an environment for working healthily and safely<Standards of Conduct>
Endeavor to provide simple, unique and practical products and services

3

Announcement for measures against infection of the new coronavirus
For the Meeting, we would like to advise you as described below in order to prevent the spread of infection of
the new coronavirus disease (COVID-19). We would appreciate your understanding and cooperation.
1. Request to all Shareholders-

Shareholders are requested to vote in writing or on the Internet according to “INFORMATION ON
EXERCISING YOUR VOTING RIGHTS” in pp. 5-7. Please refrain from visiting place of the Meeting
regardless of your physical condition.

-

Shareholders who wish to attend the Meeting are requested to check the latest situation of infection and/or
government announcement and reconsider to refrain from attending the Meeting regardless of yourphysical condition. Especially, if you have underlying disease or are in older age, please make more
careful decision.

2. Request to Shareholders who plan to attend the Meeting-

On the day of the Meeting, we will ask your cooperation to our measures for the prevention of the spreadof infection such as alcohol sanitizing at the reception, body temperature measurement and wearing masks
inside the place of the Meeting. We may restrict admission of those who have symptoms such as a fever
or cough or who refuse to wear masks.

-

At the place of the Meeting, there is possibility that we might not be able to secure a sufficient numberof seats because we will leave safety distance between seats of shareholders.

3. Measures to be taken by the Company-

Our officers and management staffs will wear masks at the Meeting.

-

At the Meeting, we will shorten the time of proceedings and omit details explanation of matters to bereported and matters to be resolved. Shareholders, who plan to attend the Meeting, are requested to review
the notice of the Meeting in advance.

-

In addition, we may take other measures necessary to prevent the infection.

We sincerely hope that the infection of the new coronavirus will end as early as possible.

4

INFORMATION ON EXERCISING VOTING RIGHTS
Exercise of voting rights in the General Meeting of Shareholders is an important right of our shareholders.
You are requested to consider the accompanying Reference Documents for the Meeting and exercise yourvoting rights.
There are following three methods for exercising your voting rights as follows:

If you attend theMeeting
Present at the Reception Desk

If you do not attend the Meeting
Submit by Postal

Enter on the Internet

Mail
When attending the Meeting,

Please indicate your

Please access the website

pleaseenclosed

vote for each proposal

designated for voting byvoting form at the reception

on the voting form andthe Company and enterdesk.

post it.

yourpresent

the

vote

for

each

In addition, in order to conserve

proposal in accordance

paper resources, please bring thiswith

Notice.

instruction.

theonlineThe website designatedfor voting
https://www.web54.net
Please refer to the next
page for detail.
Date and Time of the Meeting

Exercise Deadline

Exercise Deadline

Friday, June 25, 2021

A form arriving by

A vote entered by 5:00

10:00 A.M.

5:00 P.M., Thursday,

P.M., Thursday, June

June 24, 2021 is24, 2021, is valid.

valid.

(See Instruction (B))(See Instruction (A))

Instruction (A):How to fill in the voting form
Please fill in your vote for each proposed agenda on the voting form.
If you are in favor of the agenda item, place a circle mark in the upper box which describes “Yes.”
If you are against for the agenda item, place a circle mark in the lower box which describes “No.”In a case you deny some of candidates (Agenda Item No. 1), please place a circle mark in the upperbox and fill in the number of the candidate you disagree.
*The ‘‘voting code’’ and the ‘‘password’’, which are necessary for exercising your voting rights throughthe Internet, are written on the other side of the voting form.
5(1) In case that no indication of yeas or nays is made for each proposal, the Company regard such a
proposal as to be voted in favor.
(2) For the votes cast twice or more by the Internet, etc. by the same shareholder, the one received at thelatest shall prevail.
(3) For the overlapped votes received both by a voting form and by the Internet, etc. from the same
shareholder, the vote received at the latest shall prevail, and for the votes by a voting form and by theInternet received on the same day, the vote on the Internet shall prevail.

Instruction (B)Information on Exercising Voting Rights on the Internet
If you exercise your voting right on the Internet, you are asked to access the website designated for voting
by the Company by a personal computer or a smart phone and to exercise your voting rights in accordancewith the online instruction.
A dedicated website for a mobile phone is not established. We would appreciate your understanding.
The website designated for voting by the Company

https://www.web54.net

Deadline of exercising voting right: Accepted until 5:00 P.M., Thursday, June 24, 2021
The first method: Scanning QR Code (“Smart Voting”)
You can login the website designated for voting without entering voting code and password.
1.

Scan

QR

Code

2. In the following

Note: Voting by theindicated on the lower

pages, please enter“Smartright of your voting

youravailable only once.

form

accordance with the

To change the content

online instruction.

of your voting, please

vote

in

Voting”

isaccess to the website
for personal computerand enter “voting code”
and‘‘password’’

written on the otherside of your voting
form and vote again.
If you scan QR Codeagain, you will accessto website for personal
computer.

6

The second method: Entering Voting Code and Passwords
1. Access to the website

2. Log in

3. Enter the password

designated for voting
http://www.web54.net

Enter‘‘voting

Enter the ‘‘password’’

Click the left button

code’’ written on thewritten on the other(which means ‘‘proceed toother side of yourside of your voting

the next page’’).

voting form and click

form and click thethe left button (which

button (which means

means ‘‘log in’’).

“proceed to the next

thepage”).
*In case it is the first

In the following pages,

time to “log in”, youplease enter your votewill proceed to thein accordance withpage

the online instruction.

forchanging

password.
<Security of a password and a voting code>(1) A password is important information by which a voting person is confirmed as a shareholder. Please secure
your password confidentiality as same as your bank pin code or seal.
(2) Please note that if an incorrect password is entered more than a specified number of times, you will be
unable to access a main screen. In a case you wish to obtain a new password, please follow instructions on
a screen.
(3) The password written on the other side of your voting form is effective only for this General Meeting of
Shareholders.

<Contact Information for inquiries>
In a case operation method regarding exercising voting right through the Internet, etc. is unclear, please contact
the Securities support described below.
Sumitomo Mitsui Trust Bank, Limited
Dedicated line for Stock Transfer Agency web support
Phone: 0120 (652) 031 (Toll free only in Japan)(9:00 a.m. to 9:00 p.m.)

Use of the Platform for Electronic Exercise of Voting Rights
It is also possible for institutional investors to exercise their voting rights by electronic method from the‘‘Platform for Electronic Exercise of Voting Rights’’ of ICJ Ltd.

7

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
For Agenda Item No.1: Election of six (6) Directors
As the terms of office of all Directors (6 members) are to expire at the conclusion of this Ordinary
General Meeting of Shareholders, we propose to elect six (6) members of the Board of Directors. The
candidates are as follows:
No.

Name

Current position and area ofClassification

responsibility in the Company

Frequency ofattendance at theBoard of Directors
meetings (during
the Term)

1

RyoichiPresident

Oka

Representative Director

Reappointment

21 out of 21(100%)

CEO and in charge of Engineering
Business Management Dept. and
Growth Business Promoting Dept.
2

Keigo

Vice President

Matsubara

Representative Director

Reappointment

21 out of 21(100%)

Assistant of President, CFO and in
charge of Finance & Accounting
Dept. and IR Dept.
3

Taketsune

Director

Reappointment

Matsumura

CISO and in charge of Corporate

15 out of 15(100%)*1

Planning Dept.
4

Takeyuki

General Manager of Growth

New candidate

Takahashi

Business Promoting Dept. and6 out of 6
(100%)*2

Human Resources & General Affairs
Dept.
5

Toshikazu

Outside Director

TanakaReappointment

21 out of 21

Outside(100%)

Independent
6

YoshioOutside Director

Haga

Reappointment

15 out of 15

Outside(100%)*1

Independent(Notes)1. New candidate: a candidate for a new Director
2. Reappointment: a candidate for reappointment as a Director
3. Outside:a candidate for an Outside Director84. Independent:*1

a candidate for an independent Director

Frequency of attendance is calculated based on the number of the meetings held after the candidate
was appointed to Director.

*2

Retired from Director of the Company due to expiration of his term at the conclusion of the 117th
Ordinary General Meeting of Shareholders held on June 25, 2020. Frequency of attendance is basedon the number of the meetings held before his retirement.

91. Ryoichi Oka (October 8, 1958 / 8,900 shares)

Reappointment

Term of office as Director: 3 years
Frequency of attendance at the Board of Directors meetings: 21 out of 21 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1981

Joined the Company

July

2005

General Manager of Production Planning Dept., Machinery Factory,
Machinery & Systems Hq.

March

2006

General Manager of Quality Assurance Dept., Machinery Factory,
Machinery & Systems Hq.

January

2011

General Manager of Diesel Design Dept., Machinery Factory, Machinery& Systems Hq.

November 2013

General Manager of Service Center, Technoservice Dept., Machinery &Systems Hq.

April

2014

Associate Executive Officer and General Manager of Technoservice Dept.,
Machinery & Systems Hq.

April

2015

Executive Officer

April

2016

Deputy General Manager of Machinery & Systems Hq. (in charge ofindustrial machinery)

April

2017

Managing Executive Officer and General Manager of Machinery &Systems Hq.

June

2017

Director

April

2018

President and Representative Director of Mitsui E&S Machinery Co., Ltd.

June

2018

Retired from Director of the Company.

April

2019

President (to date)
COO, CISO and in charge of Corporate Planning Dept.

June

2019

Representative Director (to date)
In charge of Auditing Dept.

November 2019

In charge of Engineering Business Management Dept. (to date)

January2020

CEO (to date)

April

2021

In charge of Growth Business Promoting Dept. (to date)[The reason he was selected as a candidate for a Director]
Since his appointment as President of the Company in 2019, Mr. Ryoichi Oka has taken
leadership to promote the Business Revitalization Plan and made efforts to improve businessperformance of the Company Group. We successively selected him as a candidate for Director,
considering that his experience and insights are necessary for us to further strengthen the profit
structure and promote structural reform.

102. Keigo Matsubara (December 10, 1955 / 3,100 shares)

Reappointment

Term of office as Director: 2 years
Frequency of attendance at the Board of Directors meetings: 21 out of 21 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1979

Joined Mitsui & Co.

April

2007

Manager of Work Process Management Div. 1, Mitsui & Co.

April

2009

General Manager of Finance Division, Mitsui & Co.

April

2011

Manager of Accounting Division, Mitsui & Co.

April

2012

Executive Officer and Assistant CFO of Mitsui & Co.

April

2015

Senior Executive Officer and CFO of Mitsui & Co.

June

2015

Representative Director, Senior Executive Officer and CFO of Mitsui &
Co.

April

2017

Representative Director, Executive Managing Officer and CFO of Mitsui &
Co.

April

2018

Director, Mitsui & Co.

June

2018

Adviser, Mitsui & Co.

March

2019

Adviser of the Company

June

2019

Director, Vice President, Assistant of President, CFO and in charge ofFinance & Accounting Dept. and IR Dept. (to date)

January

2020

Representative Director (to date)[The reason he was selected as a candidate for a Director]
Mr. Keigo Matsubara has made efforts to improve the financial structure of the Company Groupby utilizing his competent knowledge based on his experience as an executive of a general
trading company and outstanding expertise acquired through his experience in financial affairs
and accounting. We successively selected him as a candidate for Director, considering that his
experience and insights are necessary for us to further improve the financial structure andpromote structural reform.

113. Taketsune Matsumura (May 25, 1967 / 2,200 shares)

Reappointment

Term of office as Director: 1 year
Frequency of attendance at the Board of Directors meetings: 15 out of 15 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1991

Joined the Company

April

2015

General Manager of Basic Design Dept., Ship & Ocean Project Hq.

February 2018

General Manager of Strategic Planning Sect. of Corporate Planning Dept.,
Corporate Planning Hq.

March

2018

Director of MODEC, Inc.

March

2019

General Manager of Corporate Planning Dept., the Company

June

2020

Director, CISO and in charge of Corporate Planning Dept. (to date)[The reason he was selected as a candidate for a Director]
Mr. Taketsune Matsumura has sufficient knowledge of ship business operation, leading the
preparation and execution of the Business Revitalization Plan of the Company Group as an
executive in charge of the Corporate Planning Dept. and playing a central role for promoting
the Mid-term Business Plan 2020. We successively selected him as a candidate for Director,
considering that his experience and insights are necessary for us to achieve the Mid-term
Business Plan and promote structural reform.

124. Takeyuki Takahashi (October 9, 1964 / 3,300 shares)

New candidate

Term of office as Director: 1 year
Frequency of attendance at the Board of Directors meetings: 6 out of 6 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1987

Joined the Company

October

2007

General Manager of Cranes & Systems Sales Dept., Steel Structure &Logistic Systems Hq.

June

2012

General Manager of Cranes & Systems Sales Dept., Machinery & Systems
Hq.

September 2015

Manager of Corporate Planning Dept.

October

2015

General Manager of Global Strategy Sect., Corporate Planning Dept.

October

2016

General Manager of Strategic Planning Sect., Corporate Planning Dept.,
Corporate Planning Hq.

February 2018

Assistant to General Manger of Machinery & Systems Hq.

April

2018

Executive Officer of Mitsui E&S Machinery Co., Ltd.

April

2019

President and Representative Director of Mitsui E&S Machinery Co., Ltd.

June

2019

Director of the Company

June

2020

Retired from Director

March

2021

Director of MODEC, Inc. (to date)

April

2021

General Manager of Growth Business Promoting Dept. and Human
Resources & General Affairs Dept., the Company (to date)[The reason he was selected as a candidate for a Director]
Mr. Takeyuki Takahashi has excellent marketing abilities acquired through international sales
experience and outstanding management abilities acquired through his experience as President
and Representative Director of Mitsui E&S Machinery Co., Ltd. We newly selected him as a
candidate for Director, considering that his experience and insights are necessary for us todevelop growth businesses of the Company Group and promote structural reform.
[Important concurrent position outside the Company]
Director of MODEC, Inc.

13

5. Toshikazu Tanaka (February 7, 1945 / 2,000 shares)
Candidate for reappointment as an independent, Outside Director
Term of office as Outside Director: 6 years
Frequency of attendance at the Board of Directors meetings: 21 out of 21 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1968

Joined Toyo Koatsu Industries Co., Ltd. (Mitsui Toatsu Chemicals Inc.)

June

1999

Director and General Manager of Phenols Division, Basic Chemicals
Business Sector of Mitsui Chemicals, Inc.

June

2003

Managing Director and Deputy President of Basic Chemicals BusinessGroup of Mitsui Chemicals, Inc.

June

2004

Basic Chemicals Business Group President of Mitsui Chemicals, Inc.

June

2005

Vice President and Basic Chemicals Business Group President of Mitsui
Chemicals, Inc.

April

2007

Responsible for Basic Chemicals Business Sector, Corporate Planning
Division, Group Management Division, Branch Offices and Overseas
Subsidiaries & Affiliates of Mitsui Chemicals, Inc.

June

2009

President of Mitsui Chemicals, Inc.

April

2014

Director of Mitsui Chemicals, Inc.

June

2014

Senior Advisor of Mitsui Chemicals, Inc.

June

2015

Outside Director of the Company (to date)

June

2018

Advisor of Mitsui Chemicals, Inc.

June

2020

Honorary Advisor of Mitsui Chemicals, Inc. (to date)[The reason he was selected as a candidate for an Outside Director and overview of expectedroles]
Mr. Toshikazu Tanaka has sufficient and overall experience and knowledge of domestic andoverseas business operations and corporate management acquired as an executive of a major
integrated chemical company for a long period. Accordingly, we expect him to advise the overallmanagement of the Company Group with a broad perspective and to oversee and supervise
management of the Company from an independent position. Considering those described above,
we successively selected him as a candidate for Outside Director.
[Important concurrent position outside the Company]
Honorary Advisor of Mitsui Chemicals, Inc.

14

[Matters concerning independence]
Mr. Toshikazu Tanaka satisfies the conditions of ‘‘The Independence Criteria’’ provided by
Tokyo Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Corporate
Auditors,’’ which the Company determines (hereinafter collectively referred to as “TheIndependence Criteria, etc.”). When this agenda item is approved, the Company intends tocontinue assigning him as independent Director.
There is a business connection about sales, etc. of machine parts with Mitsui Chemicals, Inc.,
where he was an executive in the past and now is engaged as an Honorary Advisor. However,in the Term, the share of the net sales of said company from the Company Group is less than
0.1% of the annual consolidated revenue of said company for the Term and the share of the net
sales of the Company Group from said company is less than 0.1% of the total consolidated net
sales of the Company for the Term. Therefore, the business connection has no importance as toinfluence his independence as Outside Director. Although, as of March 31, 2020, Mitsui E&S
Engineering Co., Ltd, which is a wholly-owned subsidiary of the Company, guaranteed debt of
1,089 million yen arising out of the loan from financial institution(s) in collaboration businesswith said company, this debt guarantee ended during fiscal year 2020.

15

6. Yoshio Haga (December 24, 1949 / 0 shares)
Candidate for reappointment as an independent, Outside Director
Term of office as Outside Director: 1 year
Frequency of attendance at the Board of Directors meetings: 15 out of 15 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1974

Joined Jujo Paper Co., Ltd.

July

1995

General Manager of Pulp Production Dept., Ishinomaki Mill of Nippon
Paper Industries Co., Ltd.

June

2002

Associative Director and General Manager of Komatsushima Mill of Nippon
Paper Industries Co., Ltd.

June

2005

Director, General Manager of Corporate Planning Div. and Corporate
Planning Dept., Nippon Paper Industries Co., Ltd.
Director of Nippon Paper Group, Inc.

April

2006

Managing Director and General Manager of Corporate Planning Div. of
Nippon Paper Industries Co., Ltd.

June

2006

Director of Nippon Paper Group, Inc.

June

2007

Director of Nippon Paper Group, Inc. and General Manager of Corporate
Planning Div. of Nippon Paper Group Co., Ltd.

May

2008

Chairman of Japan Paper Association

June

2008

President and Representative Director of Nippon Paper Group, Inc.
President and Representative Director of Nippon Paper Industries Co., Ltd.

April

2013

President, Representative Director, and President Corporate Officer of
Nippon Paper Industries Co., Ltd.

June

2014

Chairman and Representative Director of Nippon Paper Industries Co., Ltd.

June

2019

Special Corporate Advisor of Nippon Paper Industries Co., Ltd. (to date)

June

2020

Outside Director of the Company (to date)

June

2021

Scheduled to retire from Special Corporate Advisor of Nippon Paper
Industries Co., Ltd.

[The reason he was selected as a candidate for an Outside Director and overview of expectedroles]Mr. Yoshio Haga has sufficient and overall experience and knowledge of domestic and overseas
business operations and corporate management acquired as an executive of a major paper
manufacturing company for a long period. Accordingly, we expect him to advise the overallmanagement of the Company Group with a broad perspective and to oversee and supervise
management of the Company from an independent position. Considering those described above,
we successively selected him as a candidate for Outside Director.

16

[Matters concerning independence]
Mr. Yoshio Haga satisfies the conditions of ‘‘The Independence Criteria’’ provided by Tokyo
Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Corporate
Auditors,’’ which the Company determines. When this agenda item is approved, the Company
intends to continue assigning him as independent Director.
(Notes)1. There is no special interest between each candidate and the Company.
2. The Company has entered into a Liability Limitation Agreement with Mr. Toshikazu Tanaka and Mr.
Yoshio Haga that limits the amount of their liability as set forth in Article 423, paragraph 1 of theCompanies Act, based on the provision of Article 427, paragraph 1 of said Act. The limit on liability
for damages under the agreement is ten (10) million yen or the minimum liability amount provided
by laws and regulations, whichever is higher. In addition, when this agenda item is approved, theCompany intends to continue said agreement that has been entered with both of them.
3. The Company has entered into a directors and officers liability insurance agreement provided for in
Article 430-3, paragraph 1 of the Companies Act with an insurance company. The insurance
agreement covers damages to be borne by the insured that may arise when they assume liability forthe execution of their duties or receives a claim related to the pursuit of such liability. If each of thecandidates is reappointed or selected, they will be insured under the insurance agreement. During
their terms of office, said insurance agreement is to be renewed.

17

For Agenda Item No.2: Election of one (1) Corporate Auditor
As the term of office of Corporate Auditor, Mr. Hiroki Higuchi is to expire at the conclusion of thisOrdinary General Meeting of Shareholders, we propose to elect one (1) member of the Corporate
Auditors. As for proposing this agenda item, we already obtained consent of the Board of Corporate
Auditors. The candidate is as follows:
Shoichi Taguchi (April 9, 1958 / 7,200 shares)

New Candidate[Candidate’s career summary, position and area of responsibility in the Company]
April

1985

Joined the Company

June

2013

General Manager of Machinery Factory, Machinery & Systems Hq.

April

2014

Associate Executive Officer

April

2015

Executive Officer

April

2016

Managing Executive Officer, General Manager of Tamano Works andSpecial Mission by President (in charge of manufacturing)

March

2018

President and Representative Director of Mitsui E&S Business Service
Co., Ltd.

June

2019

Director, CCO, and in charge of Human Resources & General Affairs Dept.
(to date)
CISO, and in charge of Corporate Planning Dept., Technical Co-ordination
Dept., and Legal Dept.

March

2020

Director of MODEC, Inc.

April

2020

President and Representative Director of Mitsui E&S Business Service
Co., Ltd.

April

2021

Director, and in charge of Auditing & Legal Dept., the Company (to date)

June

2021

Scheduled to retire from Director[The reason he was selected as a candidate for a Corporate Auditor]
Mr. Shoichi Taguchi has distinguished knowledge of manufacturing and management anddeeply understands the status of the Company Group through sufficient business experience as
an Executive Officer and Director of the Company and achievements as President andRepresentative Director of Mitsui E&S Business Service Co., Ltd. Considering his experienceand knowledge, we judged him capable of carrying out audit properly and we newly selected
him as a candidate for Corporate Auditor.

18

(Notes)
1. There is no special interest between the candidate and the Company.
2. The Company has entered into a directors and officers liability insurance agreement provided forin Article 430-3, paragraph 1 of the Companies Act with an insurance company. The insurance
agreement covers damages to be borne by the insured that may arise when they assume liability
for the execution of their duties or receives a claim related to the pursuit of such liability. If thecandidate is selected, he will be insured under the insurance agreement. During his term of office,said insurance agreement is to be renewed.

19

<For reference 1> Policy on Designation of the Company’s Executives, etc.
When the Company elects candidates for Directors or Corporate Auditors, it establishes an advisorycommittee on personnel affairs voluntarily, which confirms a standard of election and a proposal forelecting Directors. In addition, the committee confirms whether candidates for Corporate Auditors satisfy
the conditions provided by the Board of Corporate Auditors. After the confirmation described above, thePresident will submit a proposal for electing candidates for Directors to the Board of Directors and/or the
President submit a proposal for electing candidates for Corporate Auditors with prior consent of the Boardof Corporate Auditors. The committee consists of four members in total: the President as the chairman of
the committee, one Director appointed by the President, and two independent Outside Directors.

<For reference 2> Independence of Outside Directors and Outside Corporate Auditors
The Company will not judge a person to be independent if he/she conflicts with ‘‘The Independence
Criteria’’ provided by Tokyo Stock Exchange, or if he/she corresponds to any of the conditions of ‘‘The
Independence Criteria of Outside Directors and Corporate Auditors’’ described below, as a general rule.

The Independence Criteria of Outside Directors and Outside Corporate Auditors (established on
October 30, 2015)
The Company judges whether an Outside Director and an Outside Corporate Auditor is independent byconsidering the conditions described below as well as considering ‘‘The Independence Criteria’’ provided
by Tokyo Stock Exchange.
a. A person or an entity to whom/which the Company or its consolidated subsidiaries (hereinafter referred
to as ‘‘the Company Group’’) is a main customer (*1), or a person who executes business in an entity
to which the Company Group is a main customer
b. A main customer of the Company Group (*2), or a person who executes business in an entity that is amain customer of the Company Groupc. A large creditor of the Company (*3), or a person who executes business in a large creditor of theCompany
d. A main shareholder of the Company (*4), or a person who executes business in a main shareholder of
the Company
e. A person who belongs to an auditor which conducts statutory auditing of the Company Groupf. A consultant, an accounting specialist, or a legal specialist who received money or other monetary
benefits amounting to 10 million yen or more, separate from Officers’ remuneration from the Company

20Group during the last fiscal year (if an entity such as a corporation or an association received themonetary benefit described above from the Company Group, a person who belongs to such an entity.)g. A person or an entity who/which corresponds to any of the conditions of ‘‘a’’ to ‘‘f’’ described above
during the last fiscal year
h. A close relative (*5) of a person (except for a person who does not have importance to the Company
Group) who corresponds to any of the conditions of ‘‘a’’ to ‘‘g’’ described above*1. A person or an entity to whom/ which the Company Group is a main customer:
A person or an entity whose transaction amount of the last fiscal year with the Company Group ishigher than 2 % of his/her/its total consolidated net sales for the last fiscal year
*2. A main customer of the Company Group:
A person or an entity with whom/which the Company Group transacted business during the last fiscal
year with a transaction amount that is higher than 2 % of the total consolidated net sales for the last
fiscal year of the Company Group*3. A large creditor of the Company:
A financial institution or another creditor which/who is essential and cannot be substituted for
fundraising of the Company*4. A main shareholder of the Company:
A shareholder which/who holds shares of the Company and whose proportion of voting rights held is
10 % or above*5. A close relative:
A spouse or a relative in the second degree21