This is an English translation of the Japanese original for reference purposes only.
Some of the documents referred herein may be provided in Japanese.
Securities code: 7003
June 7, 2023
Takeyuki Takahashi
President and Representative Director
MITSUI E&S Co., Ltd.
6-4, Tsukiji 5-chome, Chuo-Ku, Tokyo, Japan

To Our Shareholders:
NOTICE OF THE 120TH ORDINARY GENERALMEETING OF SHAREHOLDERS
You are hereby notified of the 120th Ordinary General Meeting of Shareholders of MITSUI E&S Co.,
Ltd. (the “Meeting”) to be held on Wednesday, June 28, 2023, as described below.
In convening the Meeting, the information included in the Reference Documents for the General Meetingof Shareholders (Electronically Provided Action Items) is provided electronically and published as“Notice of the 120th Ordinary General Meeting of Shareholders” on the websites below, so please accesseither of the websites and confirm the information.
Company’s website: https://www.mes.co.jp/investor/stock/meeting.html (in Japanese)
Website where the informational materials for the Meeting are published: https://d.sokai.jp/7003/teiji/ (inJapanese)
In addition to the above websites, the Electronically Provided Action Items are also published on theTokyo Stock Exchange (TSE) website, which can be viewed as described below.
Tokyo Stock Exchange website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the above TSE website, and then enter either “Mitsui E&S” in the “Issue name (company name)”field or “7003” (the Company’s securities code) in the “Code” field to conduct a search. Next, select “Basic
information” followed by “Documents for public inspection/PR information.” Under “Filed information

available for public inspection,” you can view documents in the “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting” field.)1

In addition, if you cannot attend on the day of the Meeting, please review the Reference Documents for
the General Meeting of Shareholders and then vote in writing or on the Internet by 5:00 P.M. on Tuesday,June 27, 2023, according to “INFORMATION ON EXERCISING VOTING RIGHTS” on p. 7-10.
1. Date and Time: Wednesday, June 28, 2023, 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) Business Report and Consolidated Financial Statements for the 120th Business Termfrom April 1, 2022, to March 31, 2023 (the “Term”) as well as the Accounting
Auditor’s Report and Board of Corporate Auditors’ Report on the Consolidated
Financial Statements(2) Financial Statements for the Term(b) Matters to be resolved
Agenda Item No. 1:

Appropriation of surplus

Agenda Item No. 2:

Partial amendments to the Articles of Incorporation

Agenda Item No. 3:

Election of four (4) Directors (excluding Audit and Supervisory
Committee Members)

Agenda Item No. 4:

Election of three (3) Directors who are Audit and Supervisory
Committee Members

Agenda Item No. 5:

Election of two (2) Directors who are alternate Audit andSupervisory Committee Members

Agenda Item No. 6:

Setting the compensation amounts of Directors (excluding Audit andSupervisory Committee Members)

Agenda Item No. 7:

Setting the compensation amounts of Directors who are Audit andSupervisory Committee Members

Please note:-

If amendments are made to the Electronically Provided Action Items, the pre-amendment and postamendment items will be published on each of the aforementioned websites.

-

Written documents containing the Electronically Provided Action Items will be sent to shareholders whorequested delivery of documents. Under laws and regulations as well as Article 16 of the Company’s
Articles of Incorporation, these documents will not contain the following items:a) “Subscription Rights to Shares” in the Business Report;2b) “Consolidated Statements of Changes in Net Assets” and “NOTES TO CONSOLIDATEDFINANCIAL STATEMENTS” in the Consolidated Financial Statements; andc) “Statements of Changes in Net Assets” and “NOTES TO FINANCIAL STATEMENTS” in the
Financial Statements.
Therefore, the Business Report, Consolidated Financial Statements, and Financial Statements included in
the above documents are part of the documents that were audited when the Accounting Auditor prepared
the Accounting Auditor’s Report and Corporate Auditors prepared the Board of Corporate Auditors’
Report.
Please note that the aforementioned omitted matters are posted on the Company’s website as “Notice ofthe 120th Ordinary General Meeting of Shareholders (Matters Omitted From Delivered Documents)” (inJapanese).
-

After the Meeting, the Meeting’s resolutions will be published on the Company’s website and the TSE
website instead of sending notifications of them via postal mail.
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/

3Dear shareholders
I would like to express my gratitude for your continued and exceptional support.
On April 1 of this year, the Company transitioned to a business holding company and made a fresh startwith a new company name, MITSUI E&S Co., Ltd. By integrating our operation and management, we
will aim to speed up the development and execution of the strategies of the overall Group and quickly
evolve so as to adapt to the new environment.
In FY 2022, we were able to complete “Mitsui E&S Group Business Revival Plan,” which sets out
measures such as liquidation of unprofitable businesses and reinforcement of our financial position. In
light of the changes in the environment surrounding the Company, we also initiated Mid-Term Business
Plan 2023 a year ahead of schedule, and we revised our management philosophy to one focused mainly
on engineering and services. We will expand our business model to peripherals of products, our strength,
thus generating stable income on a sustainable basis.
The E&S in MITSUI E&S stands for “Engineering & Services for Evolution & Sustainability.” It signifies
that we will contribute to the evolution and sustainability of society with our engineering and services.
We would deeply appreciate your continued support in the future.
June 2023
Takeyuki Takahashi
President, Representative Director, and CEO

4

TopicNew Group Strategic Goals
Reconsider the Meaning of Our Existence and Redefine Our Group Strategic Goals
Mid-term Business Plan 2023 redefined the Mitsui E&S Group’s Strategic Goals (Company
Philosophy, Vision, Management Policy, Standards of Conduct), in accordance with the quick shift
to a sustainable society, environmental change and the transformation of the Group. All employees
share anew the meaning of the Mitsui E&S Group’s existence and work together to move forward.
Our mission
We build trust and contribute to society through our engineering and services
The mission conveys the meaning of our existence (purpose), namely expanding our operations
beyond the scope of conventional manufacturing, and contributing to the achievement of asustainable society through our engineering and services.
Vision in 2030
In the marine domain, we create a carbon-free society and resolve challenges induced bydepopulation
Regarding our strengths in the marine domain that is the core of our operations, we will implement
resolute management.
Management Policy
Create new value together with customers
Business development(Commitment to customers and suppliers)
Conduct business through needs-oriented marketing and innovation in relevant technologies
Seek a sound financial structure and steady profit
Financial & Corporate Planning(Commitment to shareholders and financial institutions)Manage and operate our group through the timely evaluation of marginal profit and fixed costs
Accelerate the resolution of sustainability issues
Personnel and general affairs(Commitment to employees and society)
Address climate change, population decline and diversity in consideration of employees’ health andsafety5Standards of Conduct
Endeavor to provide simple, unique and practical products and services
We always focus on customer-centric products and services that fulfill three kinds of value, develop
healthy businesses and bring them into the world to serve society

6

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 General Meeting of
Shareholders and exercise your voting rights.
There are three methods for exercising your voting rights as follows:

If you attend theMeeting

If you do not attend the Meeting

Present at the Reception Desk

Submit by Postal MailEnter on the Internet

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 the instructions on

Notice.

the screen.
The 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

Wednesday, June 28, 2023

Any form arriving by

Any vote entered by

10:00 A.M.

5:00 P.M. on Tuesday,

5:00 P.M. on Tuesday,June 27, 2023 isJune 27, 2023 is valid.

valid.

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

7

Instruction (A):How to fill in the voting form
Please fill in your vote for each proposed agenda item on the voting form.
[Agenda Items No. 1, No. 2, No. 6, and No. 7]
If you are in favor of the agenda item, place a circle mark in the upper box, which indicates “Yes.”
If you are against the agenda item, place a circle mark in the lower box, which indicates “No.”[Agenda Items No. 3 to No. 5]
If you are in favor of all the candidates, place a circle mark in the upper box, which indicates “Yes.”
If you are against all the candidates, place a circle mark in the lower box, which indicates “No.”
If you are against one or some of the candidates, please place a circle mark in the upper box and fillin the number(s) of the candidate(s) with which you disagree.
* The QR code necessary for Smart Voting is provided here. The “voting code” and the “password,”which are necessary for exercising your voting rights on the website, are written on the other side of
the voting form.
(1) In case that no indication of yeas or nays is made for each proposal, the Company will 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.

8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 instructions on the screen.
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 for voting: 5:00 P.M., Tuesday, June 27, 2023
The first method: Scanning QR Code (“Smart Voting”)
You can log in to the website designated for voting without entering a voting code and password.
1. Scan the QR Code

2. In the following

Note: Voting by “Smart

indicated on the lower

pages, please enter

Voting”

right of your voting

youronly once.

form

accordance with the

To change the content

instructions on theof your voting, please

screen.

access the website for

vote

in

is

available

personal computer andenter the “voting code”
and“password”

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

9

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

2. Log in

3. Enter the password

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

Enter

the

“votingEnter the “password”

Click the button (whichcode” written on thewritten on the othermeans “proceed to theother side of yourside of your voting

next page”).

voting form and click

form and click thethe left button (which

button (which means

means “log in”).

“proceed to the nextpage”).

*In case it is the first

In the following pages,

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

the instructions on theforchanging

password.

screen.

<Security of password and voting code>(1) A password is important information by which a voting person is confirmed as a shareholder. Please keep
your password confidential as you would do with 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 the main screen. In a case you wish to obtain a new password, please follow the instructions
on the 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 case that the operation method for exercising your voting right through the Internet, etc. is unclear, pleasecontact 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.

10

REFERENCE DOCUMENTS FOR GENERAL MEETING OF SHAREHOLDERS
For Agenda Item No. 1: Appropriation of surplus
The Company considers it an important management issue to enhance returns to shareholders while
making a comprehensive assessment of capital investment for business development, R&D investment,
and enhancement of shareholders’ equity to strengthen the Company’s financial base.
Although we have regrettably been without dividends for the past five fiscal years due to the severebusiness performance to date, we have strongly promoted and completed the “Mitsui E&S Group
Business Revival Plan” (“Business Revival Plan”) by dramatically reducing the risk of pending
construction projects in Indonesia and strengthening our financial and profit structure.
Regarding the year-end dividend on common share for the current fiscal year, we have determined that
we are well-positioned to realize stable dividends based on our business performance for the current fiscal
year as well as future business development, and we propose to resume dividend payments, albeit in asmall amount, as shown below. We will continue to focus on the implementation of the growth strategyof the “Mid-term Business Plan 2023” with a view to increasing dividends in the future.
Regarding the Class A Preferred Shares issued through third-party allotment in June 2022, the Company
will pay dividends in the prescribed amount in accordance with the Class A Preferred Shares issuanceguidelines and the Company’s Articles of Incorporation as stipulated at the time of issuance.
Matters concerning year-ended dividends:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof· Common share: 3.00 yen per share
Total amount of dividends of common share: 262,531,293 yen· Class A preferred share: 29.384 yen per share
Total amount of dividends of class A preferred share: 528,912,000 yen(3) Effective date of appropriation of surplus
June 29, 2023

11

For Agenda Item No. 2: Partial amendments to the Articles of Incorporation
1. Reasons for amendments(1) Amendments related to the transition to a company with an audit and supervisory committee
In order to shift to a compact management structure in line with organizational consolidation andreorganization and to create an environment for in-depth discussions on business strategies and risky
issues with the aim of continuously improving the corporate value of the MITSUI E&S Group, theCompany has decided to shift from a company with a board of corporate auditors to a company with
an audit and supervisory committee as well as to reduce the number of officers.
Accordingly, the Articles of Incorporation will be partially amended as follows.
● Establishment of new provisions regarding Audit and Supervisory Committee Members and the
Audit and Supervisory Committee, and deletion of provisions regarding Corporate Auditors andthe Board of Corporate Auditors, necessary for the transition to a company with an audit andsupervisory committee.
● Establishment of new provisions regarding the transfer of authority to executive directors in order
to increase management efficiency and enable flexible decision-making.
● Amendments to relevant provisions in relation to the transition to a company with an audit andsupervisory committee, etc.
(2) Amendment of business objectives
We propose to partially amend Article 2 (Object) of the Articles of Incorporation in order to alignour business objectives with our company philosophy, “to contribute to society trusted byindividual through engineering and services we offer,” and to clarify the relationships among ourbusiness objectives.
(3) Other general amendments
We propose to make other necessary amendments, such as amendments to the number of articles
in accordance with the addition and deletion of articles.
2. Details of amendments
The details of the amendments are as follows.
The amendments to the Articles of Incorporation in this agenda item will become effective at theconclusion of this General Meeting of Shareholders.

12(Underlined parts are amended.)
Current Articles of Incorporation

Proposed amendments

Chapter I
General Provisions

Chapter I
General Provisions

Article 1
Article 2(Text omitted)

Article 1(Object)

Article 2(Unchanged)(Object)

1. The Company shall have as its object
operating following lines of business, while
controlling and managing business activitiesof business companies and so on (including
companies overseas), associations (including
equivalent entities overseas), and othercomparable organizations which havefollowing lines of business, by means ofholding their shares or equities.

The Company shall have as its object operating
following lines of business, while controlling andmanaging business activities of businesscompanies and so on (including companies
overseas), associations (including equivalent
entities overseas), and other comparable
organizations which have following lines ofbusiness, by means of holding their shares or
equities.

(1) to (29)(1) to (29)(Text omitted)(Unchanged)(30) Business concerning consulting,engineering, operating, and maintenancefor listed items in each of the foregoing
items (1) through (29).

(30) Business concerning consulting andengineering, and services concerning
operating and maintenance, etc. for listed
items in each of the foregoing items (1)through (29).

(31) Sales and purchase, sales of usedproducts, export and import, and lease oflisted items in the foregoing items (1)through (30), as well as related orincidental business.

(31) All business related or incidental to theforegoing items (1) through (30)

2. The Company shall be able to run all businesslisted in each of the foregoing paragraphs aswell as related or incidental business.

(Deleted)

Article 3(Text omitted)

Article 3(Unchanged)

Article 4(Corporate Organ)

Article 4(Corporate Organ)

In addition to General Meeting of Shareholders
and Directors, the Company shall have following
organs:
1. Board of Directors
2. Corporate Auditors
3. Board of Corporate Auditors
4. Accounting Auditors

In addition to General Meeting of Shareholders
and Directors, the Company shall have following
organs:
1. Board of Directors(Deleted)
2. Audit and Supervisory Committee
3. Accounting Auditors

Articles 5 to 19-2 (Text omitted)

Articles 5 to 19-2 (Unchanged)13

Current Articles of Incorporation

Proposed amendments

Chapter IV
Directors and Board of Directors and so forth

Chapter IV
Directors and Board of Directors and so forth

Article 20(Number of Directors)

Article 20(Number of Directors)

The number of Directors of the Company shallbe not more than twenty (20).

The number of Directors of the Company shall be
not more than ten (10) (excluding Directors who
are Audit and Supervisory Committee Members)
and not more than five (5) Directors who are Audit
and Supervisory Committee Members.

Article 21

Article 21(Election of Directors)(Election of Directors)(Newly established)

Directors shall be elected by a resolution of theGeneral Meeting of Shareholders, distinguishing
between those who are the Audit andSupervisory Committee Members and those whoare not.

Resolutions for election of Directors shall be
adopted by a majority of votes of shareholders
holding not less than one-third of the numbers ofunit of the voting rights of all the shareholders
entitled to exercise their voting rights and arepresent at the General Meeting of Shareholders.

2. Resolutions for election of Directors shall be
adopted by a majority of votes of shareholders
holding not less than one-third of the numbersof unit of the voting rights of all theshareholders entitled to exercise their voting
rights and are present at the General Meetingof Shareholders.

The election of the Directors shall not be
conducted by cumulative voting.

3. The election of the Directors shall not be
conducted by cumulative voting.

Article 22 (Term of Office of Directors)

Article 22

The term of the office of Directors shall expire at
the close of the Ordinary General Meeting of
Shareholders concerning the last business year
ending within one year after their election.

The term of the office of Directors (excluding
Directors who are the Audit and Supervisory
Committee Members) shall expire at the close of
the Ordinary General Meeting of Shareholders
concerning the last business year ending within
one year after their election.

(Newly established)

2. The term of office of Directors who are Audit
and Supervisory Committee Members shall
expire at the conclusion of the Ordinary
General Meeting of Shareholders relating to
the last fiscal year ending within two years
after their election.

(Newly established)

3. The term of office of a Substitute Director
who is an Audit and Supervisory Committee
Member elected to fill a vacancy of a Director
who retires before the expiration of his/herterm of office shall expire when the term ofoffice of the retiring Director who is an Audit
and Supervisory Committee Member expires.

14(Term of Office of Directors)

Current Articles of Incorporation

Proposed amendments(Newly established)

4. The effective term of the resolution for theelection of a substitute Director who is an
Audit and Supervisory Committee Member
shall expire at the beginning of the Ordinary
General Meeting of Shareholders relating to
the last fiscal year ending within two years
after their election.

(Representative Directors andOfficers, etc. in Managerial
Position)

Article 23

Article 23(Representative Directors andDirectors, etc. in Managerial
Position)

The Board of Directors shall, by resolution, electfrom among Directors one or more
Representative Directors.

The Board of Directors shall, by resolution, electfrom among Directors (excluding Directors who
are Audit and Supervisory Committee Members)
one or more Representative Directors.

The Board of Directors may by resolution
designate Officers, etc. in Managerial Position(including Chairman, President and Vice
Presidents).

2. The Board of Directors may by resolution
designate Directors, etc. in Managerial
Position (including Chairman, President andVice Presidents) among Directors (excluding
Directors who are Audit and Supervisory
Committee Members).

Article 24

Article 24

Article 25(Text omitted)(Convocation of Board of Directors
Meeting)

Article 25(Unchanged)(Convocation of Board of Directors
Meeting)

Notice of the meeting of the Board of Directors
shall be given to each Director and Corporate
Auditor, three days prior to the date of suchmeeting. However, this notice period may be
shortened in case of urgency.

Notice of the meeting of the Board of Directors
shall be given to each Director, by three days
prior to the date of such meeting. However, thisnotice period may be shortened in case ofurgency.

Article 26(Text omitted)

Article 26(Newly established)

Article 27(Unchanged)(Delegation of Decisions on Important
Business Execution)

Pursuant to Article 399-13, paragraph (6) of theCompanies Act, the Company may, by aresolution of the Board of Directors, delegate allor part of the decisions on important businessexecution (excluding the matters listed in each
item of paragraph (5) of the same Article) to the
Directors.

Articles 27 to 28 (Text omitted)

Articles 28 to 29 (Unchanged)

Chapter V
Corporate Auditors and Board of Corporate
Auditors

Chapter V
Audit and Supervisory Committee

Article 29 (Number of Corporate Auditors)(Deleted)
15

Current Articles of Incorporation

Proposed amendments

The number of Corporate Auditors of theCompany shall be not more than five (5).
Article 30 (Election of Corporate Auditors)(Deleted)

Resolution for election of the Corporate Auditors
shall be adopted by a majority of votes ofshareholders holding not less than one-third of
the numbers of unit of the voting rights of all theshareholders entitled to exercise their voting
rights and are present at the General Meeting of
Shareholders.
Article 31 (Validity of Resolution of Election of
Substitute Corporate Auditor)(Deleted)

The resolution of election of a SubstituteCorporate Auditor according to Article 329,
paragraph (3) of Companies Act remains valid
until the start of the General Shareholders’Meetings for the last business term which ends
within 4 years after such resolution.
Article 32 (Term of Office of Corporate
Auditors)(Deleted)

The term of the office of Corporate Auditors
shall expire at the close of the Ordinary General
Meeting of Shareholders concerning the lastbusiness year of the Company ending within four
years from the time of their election.
The term of the office of Corporate Auditors
elected to fill vacancies shall be up to the time
when the term of the office of other incumbent
Corporate Auditors expires.
Article 33 (Full-time Corporate Auditors)

Article 30 (Full-time Audit and Supervisory
Committee Member)

The Board of Corporate Auditors shall byresolution designate full-time Corporate Auditorsfrom among themselves.

The Audit and Supervisory Committee may by
resolution designate full-time Audit andSupervisory Committee Members from among
themselves.

Article 34 (Convocation of the Board of
Corporate Auditors)

Article 31 (Convocation of the Audit andSupervisory Committee)

Notice of the meeting of the Board of Corporate
Auditors shall be given to each Corporate
Auditor, three days prior to the date of suchmeeting. However, this notice period may be
shortened in case of urgency.

Notice of the meeting of the Audit andSupervisory Committee shall be given to each
Audit and Supervisory Committee Member, by
three days prior to the date of such meeting.
However, this notice period may be shortened incase of urgency.

16

Current Articles of Incorporation

Proposed amendments

Article 35 (Resolutions at the meeting of theBoard of Corporate Auditors)

Article 32 (Resolutions at the meeting of the
Audit and Supervisory Committee)

Resolutions at the meeting of the Board of
Corporate Auditors shall be made by a majorityof votes of the Corporate Auditors, unlessotherwise stipulated by laws or regulations, and,in such cases, resolutions shall be made inaccordance with the provisions of such laws or
regulations.

Resolutions of the Audit and Supervisory
Committee shall be made by a majority of the Audit
and Supervisory Committee Members at a meeting
where a majority of the Audit and Supervisory
Committee Members who are entitled to participate
in the voting are present, unless otherwise
stipulated by laws or regulations, and, in suchcases, resolutions shall be made in accordance withthe provisions of such laws or regulations.

Article 36 (Regulation of the Board of
Corporate Auditors)

Article 33 (Regulation of the Audit andSupervisory Committee)

All matters concerning the Board of Corporate
Auditors shall, besides the provisions of laws,
regulations or these Articles, be governed by theRegulation of the Board of Corporate Auditors
adopted at the meeting of the Board of Corporate
Auditors.

All matters concerning the Audit and Supervisory
Committee shall, besides the provisions of laws,
regulations or these Articles, be governed by theRegulation of the Audit and Supervisory
Committee adopted at the meeting of the Audit andSupervisory Committee.

Article 37 (Liability Limitation Agreement with
Outside Corporate Auditor)(Deleted)

The Company may enter into a Liability
Limitation Agreement with Outside Corporate
Auditors, which shall limit the maximum amountof their liabilities provided for in the Corporation
Law Article 423, paragraph (1), in case they haveconducted business in good faith and withoutgross negligence, to the amount to be agreed
prior to entering into the Agreement, which is notless than 10,000,000 Yen or the amounts
provided for in laws and ordinance, whichever isthe higher.
CHAPTER 6. Accounts

CHAPTER 6. Accounts

Articles 38 to 41 (Text omitted)

Articles 34 to 37 (Unchanged)(Newly established)

Supplementary Provisions
Article 1

17(Transitional Measures with Respect
to Liability Limitation Agreements
for Outside Corporate Auditors)

Current Articles of Incorporation

Proposed amendments
With respect to the agreement that limits theamount of their liability for damages under Article
423, paragraph (1) of the Companies Act inconnection with the acts of Outside Corporate
Auditors (including those who were previously
Outside Corporate Auditors) prior to the conclusionof the 120th Ordinary General Meeting of
Shareholders, the provisions of Article 37 of the
Articles of Incorporation prior to the amendment by
the resolution of the said Ordinary General Meetingof Shareholders shall apply.

18

For Agenda Item No. 3: Election of four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members)
Subject to the approval of Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an audit and supervisory committee. The terms of officeof all seven (7) current Directors are to expire at the conclusion of this Ordinary General Meeting of
Shareholders due to the provisions of Article 22 of the Articles of Incorporation and the transition to acompany with an audit and supervisory committee.
Accordingly, we propose to elect four (4) members of the Board of Directors (excluding Directors who
are Audit and Supervisory Committee Members; the same applies hereinafter in this agenda item). This
agenda item shall become effective on the condition that the amendments to the Articles ofIncorporation in Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,” come into
effect.
The candidates are as follows:19

Career summary of candidates for Directors
1.

Takeyuki Takahashi (October 9, 1964 / 5,500 shares of common share) Reappointment
Term of office as Director: 3 years
Frequency of attendance at the Board of Directors meetings: 19 out of 19 (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.

April

2021

General Manager of Growth Business Promoting Dept. and Human
Resources & General Affairs Dept., the Company

June

2021

Director, CCO and in charge of Auditing & Legal Dept. (to date)
In charge of Human Resources & General Affairs Dept.

November 2021

Outside Director of MODEC, Inc.

April

President, Representative Director, CEO and in charge of General Control

2022(to date), in charge of Growth Business Promoting Dept., the Company
April

2023

In charge of Business Div. (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 successively selected him
as a candidate for Director, considering that his experience and insights are necessary for us to
execute growth strategies.

20

2.

Taketsune Matsumura (May 25, 1967 / 2,900 shares of common share) Reappointment
Term of office as Director: 3 years
Frequency of attendance at the Board of Directors meetings: 19 out of 19 (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 (to date), CISO and in charge of Corporate Planning Dept.

April

2022

Vice President, Representative Director and Assistant to President (to date),
CSO and in charge of Engineering Business Management Dept. and
Human Resources & General Affairs Dept.

April

2023

CFO, CIO and in charge of Corporate Services Div. and Procurement Dept.
(to date)[The reason he was selected as a candidate for a Director]
Mr. Taketsune Matsumura is leading from the preparation and completion of the Business
Revitalization Plan of the Company Group as an executive in charge of the Corporate Services
Div. and playing a central role for promoting the Mid-term Business Plan 2023. We successively
selected him as a candidate for Director, considering that his experience and insights arenecessary for us to reform our management foundations.

21

3.

Ichiro Tanaka (November 25, 1961 / 4,000 shares of common share) New candidate[Candidate’s career summary, position and area of responsibility in the Company]
April

1986

Joined the Company

January

2011

General Manager of Technology Support & Development Dept.,
Machinery Factory, Machinery & Systems Hq.

November 2013

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

April

2016

Associate Executive Officer, General Manager of Planning &Administration Dept., Machinery & Systems Hq.

April

2018

Director and Executive Officer, General Manager of Diesel Engine Dept.
and General Manager of Strategic Planning Dept. of Mitsui E&S
Machinery Co., Ltd.

April

2019

Director and Executive Officer, CTO, General Manager of Diesel Engine
Dept. of Mitsui E&S Machinery Co., Ltd.

April

2021

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

April

2023

Executive Officer and General Manager of New Business Development
Div., the Company (to date)[The reason he was selected as a candidate for a Director]
Mr. Ichiro Tanaka has outstanding insight in the marine propulsion system business andexcellent management skills developed 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 to further develop our corebusiness.

22

4.

Haruyuki Nagata (February 20, 1963 / 1,000 shares of common share)
Candidate for reappointment as an independent, Outside Director
Term of office as Director: 1 year
Frequency of attendance at the Board of Directors meetings: 14 out of 14 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1985

Joined Mitsui Bank

April

2011

General Manager of Financial Accounting Dept., Sumitomo Mitsui
Financial Group, Inc.

April

2013

Executive Officer of Sumitomo Mitsui Banking Corporation

April

2015

Managing Executive Officer of Sumitomo Mitsui Banking Corporation

April

2016

Managing Executive Officer of Sumitomo Mitsui Financial Group, Inc.

March

2018

Director and Managing Executive Officer of Sumitomo Mitsui Banking
Corporation

April

2018

Director and Senior Managing Executive Officer of Sumitomo Mitsui
Banking Corporation

April

2019

Senior Managing Corporate Executive Officer of Sumitomo Mitsui
Financial Group, Inc.

June

2019

Director Senior Managing Executive Officer of Sumitomo Mitsui Financial
Group, Inc.

April

2021

Retired from Director Senior Managing Executive Officer of Sumitomo
Mitsui Financial Group, Inc.
Retired from Director of Sumitomo Mitsui Banking Corporation
Retired from Senior Managing Executive Officer of Sumitomo Mitsui
Banking Corporation

June

2021

President and Representative Director of Muromachi Co., Ltd. (to date)President and Representative Director of Muromachi Building Co., Ltd. (to
date)

June

2022

Outside Director, the Company (to date)[The reason he was selected as a candidate for an Outside Director and overview of expectedroles]
Mr. Haruyuki Nagata has been engaged in finance, risk management, internal audit and otheroperations at a major financial institution group for a long period, and possesses sufficient andoverall experience and knowledge as an executive. Accordingly, we expect him to advise theoverall management of the Company Group with a broad perspective and to oversee andsupervise management of the Company from an independent position. Considering thosedescribed above, we successively selected him as a candidate for Outside Director.

23

[Important concurrent position outside the Company]
President and Representative Director of Muromachi Co., Ltd.
President and Representative Director of Muromachi Building Co., Ltd.
[Matters concerning independence]
Mr. Haruyuki Nagata satisfies the conditions of ‘‘The Independence Criteria’’ provided by
Tokyo Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Outside
Corporate Auditors,’’ which the Company determines (hereinafter collectively referred to as“The Independence Criteria, etc.”). When this agenda item is approved, the Company intends
to continue assigning him as independent Director.
(1) Mr. Haruyuki Nagata was an executive at Sumitomo Mitsui Banking Corporation(hereinafter the “Bank”) and its parent Sumitomo Mitsui Financial Group, Inc. until April
2021. As of March 31, 2023, the Company borrows 56,460 million yen from the Bank,
which holds a portion of shares of the Company. However, the Company’s degree of
dependency on borrowings from the Bank and the Bank’s shareholding ratio in the
Company are not remarkably high compared with other companies, while more than one
year has passed since he retired from the Bank’s executive. Therefore, he is not deemed toconflict with the “The Independence Criteria, etc.,” and this connection has no importanceas to influence his independence as Outside Director.
In the meantime, the Company has issued class A preferred stock through a third-party
allotment having SMBCCP Investment Limited Partnership 1, which is a fund operated byits managing partner SMBC Capital Partners Co., Ltd. (a wholly-owned subsidiary of
Sumitomo Mitsui Banking Corporation), as the allottee. In addition, the Company, basedon the resolution at the Board of Directors meeting held on March 31, 2022, issued 1st stockacquisition rights with an exercise price amendment clause through a third-party allotment
having SMBC Nikko Securities Inc. (a wholly-owned subsidiary of Sumitomo Mitsui
Financial Group, Inc.) as the allottee. The Company has also concluded a facility
agreement (with a suspension of exercise designation clause and a target price clause) withsaid company with regard to the exercise of such stock acquisition rights.
(2) Mr. Haruyuki Nagata is now an executive of Muromachi Co., Ltd. and Muromachi
Building Co., Ltd. While the Company holds shares of Muromachi Co., Ltd., its
shareholding ratio is 5% of the total number of issued shares. Therefore, the businessconnection has no importance as to influence his independence as Outside Director.

24

(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. Haruyuki Nagata that limits
the amount of his liability as set forth in Article 423, paragraph (1) of the Companies Act, based on
the provision of Article 427, paragraph (1) of said Act. The limit on liability for damages under theagreement 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, the Company intends to continue
said agreement that has been entered into with him.
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.

25

For Agenda Item No.4: Election of three (3) Directors who are Audit and Supervisory Committee
Members
Subject to the approval of Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an audit and supervisory committee.
Accordingly, we propose to elect three (3) members of the Board of Directors who are Audit andSupervisory Committee Members. This agenda item shall become effective on the condition that theamendments to the Articles of Incorporation in Agenda Item No. 2: “Partial Amendments to the Articles
of Incorporation,” come into effect.
As for proposing this agenda item, we already obtained consent of the Board of Corporate Auditors.
The candidates are as follows:26

Career summary of candidates for Directors
1.

Yuuichi Shiomi (October 20, 1958 / 3,600 shares)

New candidate

Term of office as Corporate Auditor: 3 years
Frequency of attendance at the Board of Corporate Auditors meetings: 13 out of 13 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1982

Joined the Company

April

2010

General Manager of Accounting Dept., Tamano Works

May

2013

Manager of Finance & Accounting Dept. and Export Control Dept.

April

2014

Associate Executive Officer and General Manager of Financial Affairs &Accounting Dept.

April

2015

Executive Officer

April

2017

Managing Executive Officer, CFO and in charge of IR Dept.

June

2017

Director

June

2019

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

April

2020

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

June

2020

Full-time Corporate Auditor, the Company (to date)[The reason he was selected as a candidate for a Director who is an Audit and Supervisory
Committee Member]
Mr. Yuuichi Shiomi has outstanding insight into finance and accounting division, and isfamiliar with the Company’s actual situation through his experience and performance as a
Corporate Auditor of the Company. In addition, he has sufficient knowledge of finance andaccounting acquired through his work for finance and accounting for a long period. Therefore,
we judged him capable of carrying out audit properly and we newly selected him as a
candidate for a Director who is an Audit and Supervisory Committee Member.

27

2.

Koichi Tanaka (October 21, 1955 / 4,700 shares of common share)
New candidate for appointment as an independent, Outside Director
Term of office as Corporate Auditor: 7 years
Frequency of attendance at the Board of Corporate Auditors meetings: 13 out of 13 (100%)[Candidate’s career summary, position and area of responsibility in the Company]
April

1980

Joined Mitsui & Co., Ltd.

October

2003

General Manager of Finance Division of Mitsui & Co., Ltd.

April

2006

General Manager of General Funding Division of Mitsui & Co., Ltd.

April

2009

General Manager of Segment Controller Division of Mitsui & Co., Ltd.

April

2010

Managing Officer and General Manager of Segment Controller Division of
Mitsui & Co., Ltd.

April

2011

Managing Officer, Deputy CFO and General Manager of Segment
Controller Division of Mitsui & Co., Ltd.

April

2012

Executive Managing Officer and CCO of Mitsui & Co., Ltd.

June

2012

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

April

2014

Representative Director, Senior Executive Managing Officer and CCO of
Mitsui & Co., Ltd.

April

2015

Director of Mitsui & Co., Ltd.

June

2015

Counselor of Mitsui & Co., Ltd.
Outside Director of AIG Japan Holdings KK

June

2016

Outside Corporate Auditor (to date)

June

2018

Outside Corporate Auditor of Honda Trading Corporation (to date)

June

2021

Retired from Outside Director of AIG Japan Holdings KK[The reason he was selected as a candidate for an Outside Director who is an Audit andSupervisory Committee Member and overview of expected roles]
Mr. Koichi Tanaka has extensive insight into business activities and general management
based mainly on his experience as management at a general trading company, as well as aproven track record as a Corporate Auditor of the Company. In addition, he has sufficientknowledge of finance and accounting acquired through his work for finance and accounting
for a long period. Therefore, we expect him to carry out audit properly based on an objective
point of view and successively selected him as a candidate for an Outside Director who is an
Audit and Supervisory Committee Member.
[Important concurrent position outside the Company]
Outside Corporate Auditor of Honda Trading Corporation

28

[Matters concerning independence]
Mr. Koichi Tanaka satisfies the conditions of ‘‘The Independence Criteria’’ provided by Tokyo
Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Outside Corporate
Auditors,’’ which the Company determines. When this agenda item is approved, the Company
intends to continue assigning him as independent Director.
There is a business connection with respect to sales and purchase of equipment, etc. between
the Company and Mitsui & Co., Ltd., where Mr. Koichi Tanaka was an executive in the past.
However, the business connection is not at a level of importance that would influence his
independence as an Outside Director, as there were no sales from the Company Group to thesaid company in the most recent fiscal year. In addition, the share of the net sales of the said
company from the Company Group is less than 0.1% of the revenue of the said company’sgroup for the Term.
Although Mitsui & Co., Ltd. holds a portion of shares of the Company, its shareholding ratio in
the Company is not remarkably high compared with other companies.

29

3.

Koichi Kawasaki (April 20, 1957 / 0 shares)
New candidate for appointment as an independent, Outside Director[Candidate’s career summary, position and area of responsibility in the Company]
April

1983

Joined Japan Synthetic Rubber Co., Ltd.

June

2003

Head of the First Manufacture and Technology Center of JSR Corporation

June

2005

Officer, General Manager of Manufacturing & Technology Division of JSR
Corporation

June

2007

Director and Senior Officer, General Manager of Manufacturing &Technology Division of JSR Corporation

June

2008

Director and Senior Officer, General Manager of Elastomer Business
Division of JSR Corporation

June

2011

Managing Officer, General Manager of Petrochemical Products Division of
JSR Corporation

June

2014

Executive Managing Officer, General Manager of Petrochemical Products
Division of JSR Corporation

June

2016

Representative Director and Executive Managing Officer, General
Manager of Manufacturing & Technology Group of JSR Corporation

April

2018

Representative Director and Executive Managing Officer, and General
Manager of Manufacturing & Technology Group of JSR Corporation
Director and President of Japan Butyl Co., Ltd.

June

2019

Representative Director and Executive Managing Officer of JSR
Corporation
Director and President of Japan Butyl Co., Ltd.

June

2021

Retired from Director and President of Japan Butyl Co., Ltd.

June

2022

Retired from Representative Director and Executive Managing Officer of
JSR Corporation[The reason he was selected as a candidate for an Outside Director who is an Audit andSupervisory Committee Member and overview of expected roles]
Mr. Koichi Kawasaki has long been engaged in operations in the technical divisions of
manufacturing and production at a major chemical company, and has extensive insight intobusiness activities and overall management based on his experience in management.
Considering those described above, we expect him to carry out audit properly based on an
objective point of view and newly selected him as a candidate for an Outside Director who is
an Audit and Supervisory Committee Member.

30

[Matters concerning independence]
Mr. Koichi Kawasaki satisfies the conditions of ‘‘The Independence Criteria’’ provided by
Tokyo Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Outside
Corporate Auditors,’’ which the Company determines. When this agenda item is approved, theCompany intends to report him as independent Director to Tokyo Stock Exchange.
There is no business connection between the Company and JSR Corporation, where Mr. Koichi
Kawasaki was an executive in the past. There is a business connection with respect to sales ofcomponent, etc. between the Company and Japan Butyl Co. Ltd., where Mr. Koichi Kawasaki
was an executive in the past. However, the business connection is not at a level of importancethat would influence his independence as an Outside Director, as there were no sales from thesaid company to the Company Group in the most recent fiscal year. In addition, the share of the
net sales of the Company Group from the said company is less than 1% of the total consolidated
net sales of the Company for the Term.
(Notes)1. There is no special interest between the candidate and the Company.
2. The Company has entered into a Liability Limitation Agreement with Mr. Koichi Tanaka that limits
the amount of his liability as set forth in Article 423, paragraph (1) of the Companies Act, basedon 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 andregulations, whichever is higher. In addition, when this agenda item is approved, the Company
intends to newly enter into the equivalent agreement with Mr. Koichi Tanaka and Mr. Koichi
Kawasaki.
3. 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 eachof the candidates is reappointed or selected, they will be insured under the insurance agreement.
During their terms of office, said insurance agreement is to be renewed.

31

(Reference) Skills and areas of expertise specifically expected from respective candidates for Directors
In selecting and determining candidates for Directors, the Company is striving to ensure a certain numberof inside Directors familiar with the business and management control of the Company Group. At thesame time, with a view to meeting the demand of the era of diversity, the Company is working to ensure
a balance between knowledge, experience and capability, as well as diversity within the Board of
Directors as a whole, by inviting Outside Directors with abundant experience in other industries.
The Company classifies the skills and areas of expertise specifically expected from Directors into thefollowing six categories:(1) Corporate management(2) International experience(3) Finance/M&A(4) Legal affairs/auditing(5) Marketing(6) Technologies/IT

Skill matrix illustrating the skills and areas of expertise specifically expected from each candidate for
Directors is as follows:
No.

Name

Current position and area of
responsibility in the Company

1

Takeyuki
Takahashi

President
Representative Director
CEO, CCO and in charge of General
Control and Auditing & Legal Dept.
Vice President
Representative Director
Assistant to President, CFO,
CIO and in charge of Corporate
Services Div.
Assistant to President, COO and in
charge of Business Div. andProcurement Dept.
General Manager of New Business
Development Div.
Outside Director

2

Taketsune
Matsumura

3

IchiroTanaka4

Haruyuki
Nagata5
6

7

Yuuichi
ShiomiFull-time Corporate Auditor

Koichi
TanakaOutside Corporate Auditor

Classification

Reappointment

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

19 out of 19(100%)

Reappointment

19 out of 19(100%)New candidate

Reappointment
OutsideIndependent
New candidate

14 out of 14(100%) *19 out of 19(100%)New candidate
OutsideIndependent
New candidate
OutsideIndependent

Koichi
Kawasaki32

19 out of 19(100%)

(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 Director

4. Independent:

a candidate for an independent Director* Frequency of attendance is calculated based on the number of the meetings held after the candidate wasappointed to Director.

33

No.

1

2

3

4

5

6

7

Name

Takeyuki
Takahashi
Taketsune
Matsumura
IchiroTanakaHaruyuki
NagataYuuichi
Shiomi
Koichi
TanakaKoichi
Kawasaki

Corporate

International

Finance/

Legal affairs/

management

experience

M&A

auditing

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

IT

●

●

●

Technologies/

●

●

●

●

Marketing

●

●

34

For Agenda Item No. 5: Election of two (2) Directors who are Substitute Audit and Supervisory
Committee Members
Subject to the approval of Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an audit and supervisory committee.
Accordingly, in case we lack proper number of Directors who are Audit and Supervisory Committee
Members which is provided by laws and regulations, we propose to elect two (2) Directors who are
Substitute Audit and Supervisory Committee Members. This agenda item shall become effective on
the condition that the amendments to the Articles of Incorporation in Agenda Item No. 2: “Partial
Amendments to the Articles of Incorporation,” come into effect.
The candidates for Substitute Directors who are Audit and Supervisory Committee Members are as
follows, and Mr. Shoichi Taguchi is a candidate for a Substitute Director for Mr. Yuuichi Shiomi if
Agenda Item No. 4 is approved as proposed, and Mr. Akira Takenouchi is a candidate for a SubstituteOutside Director for Mr. Koichi Tanaka and Mr. Koichi Kawasaki if Agenda Item No. 4 is also
approved as proposed. If both candidates take office as Directors who are Audit and Supervisory
Committee Members, their term of office will be for the remaining term of their predecessors.
As for proposing this agenda item, we already obtained consent of the Board of Corporate Auditors.

35

Career summary of candidates for Directors
1.

Shoichi Taguchi (April 9, 1958 / 12,900 shares of common share) New candidate
Term of office as Corporate Auditor: 2 years[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)

October

2017

General Manager of General Affairs Dept., Tamamo Works

March

2018

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

December 2018

General Manager of Tamano General Office, Human Resources & General
Affairs Dept., the Company

June

2019

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

March

2020

Director of MODEC, Inc.

April

2020

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

June

2021

Full-time Corporate Auditor, the Company (to date)[The reason he was selected as a candidate for a Director who is a Substitute Audit andSupervisory Committee Member]
Mr. Shoichi Taguchi has distinguished knowledge of manufacturing and management anddeeply understands the status of the Company Group management through sufficient businessexperience as an Executive Officer, Director and Corporate Auditor of the Company andachievements as President and Representative Director of Mitsui E&S Business Service Co.,
Ltd. Considering his experience and knowledge, we judged him capable of carrying out audit
properly and we newly selected him as a candidate for a Director who is a Substitute Audit andSupervisory Committee Member.

36

2.

Akira Takenouchi (May 26, 1947 / 0 shares)
New candidate for appointment as an independent, Outside Director[Candidate’s career summary, position and area of responsibility in the Company]
April

1979

Registered at Tokyo Bar Association, joined Tsuji Makoto law firm (to date)

June

2002

Outside Corporate Auditor of Alps Electric Co., Ltd.,
Outside Corporate Auditor of Alps Logistics Co., Ltd.

April

2011

President of Tokyo Bar Association, Vice President of Japan Federation of
Bar Associations

June

2014

Outside Corporate Auditor of Amada Co., Ltd. (to date)

June

2015

Auditor of Yoshida Scholarship Foundation (to date)[The reason he was selected as a candidate for an Outside Director who is a Substitute Audit
and Supervisory Committee Member and overview of expected roles]
Mr. Akira Takenouchi has sufficient, experience and specialty as a lawyer for a long period. In
addition, he has served as an outside corporate auditor of listed companies after successively
holding posts such as Vice President of Japan Federation of Bar Associations, and has
substantial discernment for overall corporate management. Therefore, we expect him to carryout audit properly from an objective point of view and newly selected him as a candidate for an
Outside Director who is a Substitute Audit and Supervisory Committee Member. Although Mr.
Akira Takenouchi does not have an experience of directly being responsible for corporate
management in the past, he is conversant with corporate legal work as a lawyer. In addition, he
has served as an Outside Corporate Auditor of a listed company and has sufficient knowledgeof overall corporate management. Therefore, we judge him capable of carrying out duties of an
Outside Director who is an Audit and Supervisory Committee Member properly.
[Important concurrent position outside the Company]
Partner, Tsuji Makoto law firm
Outside Corporate Auditor of Amada Co., Ltd.
Auditor of Yoshida Scholarship Foundation[Matters concerning independence]
Mr. Akira Takenouchi satisfies the conditions of ‘‘The Independence Criteria’’ provided by
Tokyo Stock Exchange, and ‘‘The Independence Criteria of Outside Directors and Outside
Corporate Auditors,’’ which the Company determines. If he takes office as the Company’s
Outside Director who is an Audit and Supervisory Committee Member, the Company intends toreport him as independent Director to Tokyo Stock Exchange.

37

(Notes)
1. There is no special interest between each candidate and the Company.
2. Mr. Akira Takenouchi is a substitutable candidate for a candidate for a Director who is an Audit
and Supervisory Committee Member.
3. When this agenda item is approved, and Mr. Akira Takenouchi takes office as the Company’s
Outside Director who is an Audit and Supervisory Committee Member, the Company intends toenter into a Liability Limitation Agreement with him that limits the amount of their liability as set
forth in Article 423, paragraph (1) of the Companies 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.
4. 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.

38

<For reference 1> Policy on Designation of the Company’s Executives, etc.
In electing candidates for Directors, the Company has established a voluntary Nomination Committee
which, at the request of the Board of Directors, deliberates and reports on the selection criteria for
Directors and proposed candidates. The Committee also confirms whether candidates for Directors who
are Audit and Supervisory Committee Members satisfy the conditions required of Audit and Supervisory
Committee Members. After the reports and confirmation described above, the President submitted a
proposal for electing candidates for Directors (excluding Directors who are Audit and Supervisory
Committee Members) to the Board of Directors and the President submitted a proposal for electing
candidates for Audit and Supervisory Committee Members with prior consent of the Audit andSupervisory Committee (If Agenda Item No. 2: “Partial amendments to the Articles of Incorporation,” isapproved at this General Meeting of Shareholders as proposed, from the next fiscal year the proposal forelecting candidates for Directors who are Audit and Supervisory Committee Members will be submitted
to the Board of Directors with prior consent of the Audit and Supervisory Committee). The Nomination
Committee consists of four members in total: two independent Outside Directors appointed by the Boardof Directors, the President, and one Director, and is chaired by one independent Outside Director
designated by the Board of 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 Outside 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

39

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 ten (10) million yen or more, separate from Officers’ remuneration from theCompany Group during the last fiscal year (if an entity such as a corporation or an association received
the monetary benefit described above from the Company Group, a person who belongs to such anentity.)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 within the second degree40For Agenda Item No. 6: Establishment of amount of compensation for Directors (excluding
Directors who are Audit and Supervisory Committee Members)
At the 107th Ordinary General Meeting of Shareholders held on June 25, 2010, it was resolved to limit
the amount of compensation for Directors to 630 million yen per year (excluding employee salaries for
Directors).
Subject to the approval of Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an audit and supervisory committee, and we therefore
request approval of the new maximum amount of compensation for Directors (excluding Directors who
are Audit and Supervisory Committee Members; the same applies hereinafter in this agenda item).
Taking into consideration various circumstances, including the decrease in the number of Directors
following our shift to a more compact management structure conducted in line with our businessreorganization and centralization, we propose that the maximum amount of compensation shall be no
more than 320 million yen per year.
The basic policy for the determination by the Company of the content of individual compensation, etc.
of Directors is as stated in 3.2-b “Policy for Determining Amounts of Compensation, etc. of theCompany’s Officers, etc.” of the Business Report (in Japanese). The Company plans to set a policy
with the same content for full-time Directors and Outside Directors also after the transition to acompany with audit and supervisory committee.
This agenda item was decided upon after deliberation by the Compensation Advisory Committee, while
comprehensively considering the scale of the Company’s business, the compensation level,
compensation levels of other companies, the number of eligible Directors, and future trends etc., andit has been judged to be appropriate.
As has previously been the case, the aforementioned amount of compensation does not include theemployee portion salaries for Directors who concurrently serve as employees.
There are seven (7) Directors (including three (3) Outside Directors), but if Agenda Items No. 2:“Partial Amendments to the Articles of Incorporation,” and No. 3: “Election of four (4) Directors(excluding Directors who are Audit and Supervisory Committee Members),” are approved as proposed,
there will be four (4) eligible Directors (including one (1) Outside Director).
This agenda item shall become effective on the condition that the amendments to the Articles ofIncorporation in Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,” come into
effect.

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For Agenda Item No. 7: Establishment of amount of compensation for Directors who are Audit andSupervisory Committee Members
Subject to the approval of Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,”
the Company will transition to a company with an audit and supervisory committee, and we therefore
request approval of the new maximum amount of compensation for Directors who are Audit andSupervisory Committee Members. Taking into consideration the number of Directors who are Audit
and Supervisory Committee Members, and their responsibilities, we propose that the maximum amountof compensation shall be no more than 50 million yen per year.
In addition, if this agenda item is approved, the Company plans to make partial changes regarding thedetermination of the content of compensation, etc. for individual Directors.
This agenda item was decided upon after deliberation by the Compensation Advisory Committee, while
comprehensively considering the number of Directors who are Audit and Supervisory Committee
Members and their responsibilities, the compensation level of the current Corporate Auditors, the fixedcompensation level of Directors (excluding Directors who are Audit and Supervisory Committee
Members) of the Company, compensation levels of other companies, etc., and it has been judged to beappropriate.
If Agenda Items No. 2: “Partial Amendments to the Articles of Incorporation,” and No. 4: “Election of
three (3) Directors who are Audit and Supervisory Committee Members” are approved as proposed,
there will be three (3) eligible Directors who are Audit and Supervisory Committee Members(including two (2) Outside Directors).
This agenda item shall become effective on the condition that the amendments to the Articles ofIncorporation in Agenda Item No. 2: “Partial Amendments to the Articles of Incorporation,” come into
effect.

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