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

Securities Code: 7235
June 7, 2021
To our shareholders:Hisao Ochiai
President & CEO
TOKYO RADIATOR MFG. Co., Ltd.
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, JapanNOTICE OF THE 117TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We hereby notify you of the 117th Ordinary General Meeting of Shareholders of TOKYO RADIATOR MFG. Co.,
Ltd. (the “Company”), which will be held as described below.
The impact of the novel coronavirus disease (COVID-19) remains a cause of concern. In order to protect the safetyof shareholders, we request that you refrain from attending the shareholder meeting venue in person on the day,irrespective of your state of health.
Please indicate your approval or disapproval of the proposals on the enclosed voting form after reviewing theattached Reference Documents for the General Meeting of Shareholders, and return it by postal mail to reach us nolater than 5:00 p.m. on Thursday, June 24, 2021 (JST).
1. Date and Time: Friday, June 25, 2021 at 10:00 a.m. (JST)
2. Venue:
Company Headquarters, 1F Conference Room
2002-1 Endo, Fujisawa City, Kanagawa Prefecture, Japan
Because we have increased the distance between the seats to prevent infection, the number ofseats we can provide is limited. As a result, we may have to turn away some of those whowish to attend in person. Your understanding and cooperation is appreciated.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 117th Term (from April 1, 2020 to March
31, 2021), as well as the results of audit of the Consolidated Financial Statements by the Accounting
Auditor and the Audit & Supervisory Board
2. Non-Consolidated Financial Statements for the 117th Term (from April 1, 2020 to March 31, 2021)
Items to be resolved:[Company proposals]
Proposal 1:
Appropriation of surplus
Proposal 2:
Election of five (5) Directors
Proposal 3:
Election of two (2) Audit & Supervisory Board Members[Shareholder proposals]
Proposal 4:
Appropriation of surplus
Proposal 5:
Amendment to Articles of Incorporation (1)Proposal 6:
Amendment to Articles of Incorporation (2)Proposal 7:
Determination of granting restricted stock-based compensation to Directors (excluding
Outside Directors)
The Board of Directors opposes Proposals 4 to 7.
4. Matters Decided for the Meeting
If approval or disapproval is not indicated on the voting form, it shall be deemed to indicate approval forcompany proposals or disapproval for shareholder proposals.

If attending in person, please bring your voting form with you and present it at the reception.

-1-

[To our shareholders]
The above measures are subject to change depending on the spread of infection, government announcements and other circumstances
up to the date of the General Meeting of Shareholders. We ask that you please check the Company’s website (http://www.tokyoradiator.co.jp) for the latest information.
Alcohol disinfectant, etc. for shareholder use will be made available near the reception area. We also ask that shareholders using theCompany’s shuttle bus or otherwise attending the Meeting in person bring and wear face masks. When necessary, temperature checks
may be conducted near the bus doorway and near the venue entrance, and we may ask for your travel history and other information.
Individuals found to have a fever, those appearing unwell, and those who have returned from overseas fewer than 14 days prior may berefused entry and asked to leave.
The health of the Meeting operating staff, including temperatures, will also be checked, and staff will wear masks while performing
their duties. In addition, to minimize contact between shareholders and operating staff, services normally provided at the venue—
including beverages, gifts, waiting rooms and printed convocation notices (including online disclosures)—will be suspended.
In light of the need to shorten the length of the Meeting as a means of preventing the spread of novel coronavirus, items to be reported
at the Meeting (including auditor reports) and detailed descriptions of the proposals are scheduled to be omitted. We therefore ask that
our shareholders review the convocation notice in advance.
[Regarding amendments, etc.]
Furthermore, in the event of amendments to the Reference Documents for the General Meeting of Shareholders, the Business Report,
Non-Consolidated Financial Statements or Consolidated Financial Statements, the amended versions shall be uploaded to theCompany’s website (http://www.tokyo-radiator.co.jp).
[Matters concerning Internet disclosure]Of the documents that should be provided with this notice, pursuant to the provisions of laws and regulations and Article 16 of the
Articles of Incorporation of the Company, the following matters are available on the Company’s website (http://www.tokyoradiator.co.jp/) and are therefore not attached to this Notice of General Meeting of Shareholders:(1) “Systems to Ensure Appropriate Business Operations and the Status of its Implementation” of the Business Report(2) Notes to Consolidated Financial Statements(3) Notes to Non-Consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements and Non-Consolidated Financial Statements that have been auditedby the Audit & Supervisory Board Members comprise items (1) to (3) above, available on the Company’s website, in addition to those
provided in this Notice of General Meeting of Shareholders. Consolidated Financial Statements and Non-Consolidated Financial
Statements that have been audited by the Accounting Auditor comprise items (2) and (3) above, available on the Company’s website,in addition to those provided in this Notice of General Meeting of Shareholders.

-2-Reference Documents for the General Meeting of Shareholders<Company proposals (from Proposal 1 to Proposal 3)>
Proposal 1:

Appropriation of surplus

The Company proposes the appropriation of surplus as follows.
Matters related to year-end dividends
The decision on returning profits to shareholders is based on a comprehensive consideration of results for the fiscal
year under review, the business environment going forward, and business expansion plans, and also takes into
account the balance with internal reserves.
It is proposed that the year-end dividend be as follows:(1) Type of dividend property
Cash(2) Allocation of dividend property and total amount thereof¥7.50 per common share of the Company
Total amount of dividends: ¥107,909,377.50
Because the interim dividend was not paid, the annual dividend is ¥7.50 per share.
(3) Effective date of distribution of dividends of surplus
June 28, 2021

-3-

Proposal 2:

Election of five (5) Directors

The term of office of all five (5) Directors will expire at the conclusion of this meeting.
Accordingly, we request that a total of five (5) Directors be elected, including two (2) Outside Directors.
The candidates for Directors are as follows:
No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1980

1

Hisao Ochiai(April 15, 1957)

2

Koji Hirukawa(September 2, 1958)*New candidate

Joined Nihon Radiator Co., Ltd. (currently
Marelli Corporation)
Apr. 2004
Exhaust Systems Product Director of Nihon
Radiator Co., Ltd. (currently Marelli
Corporation)
Apr. 2007
President of Calsonic Kansei Romania S.R.L.
(currently Marelli Ploiesti Romania S.R.L.)
Apr. 2011
Deputy General Manager of Compressors
Department of Calsonic Kansei Corporation(currently Marelli Corporation)
June 2014
Senior Vice President and Deputy General
Manager of Japan Region Division of CalsonicKansei Corporation
Apr. 2018
Senior Vice President and General Manager ofThermal Systems Business Unit of CalsonicKansei Corporation
Apr. 2019
Corporate Advisor of the Company
June 2019
Representative Director, President and CEO of
the Company (present position)(Significant concurrent positions outside the Company)
Vice Chairman of CHONGQING TOKYO RADIATOR CO.,LTD.
Chairman of WUXI TRS HEAT EXCHANGER CO., LTD.
Commissioner of PT.TOKYO RADIATOR SELAMATSEMPURNA
Director of TR Asia Co., LTD.
Apr. 1984
Joined Isuzu Motors Limited
Feb. 2011
General Manager, Engine Device Design
Division of Isuzu Motors Limited
Apr. 2016
General Manager, PT Product Planning &Design Division No.3 of Isuzu Motors Limited
Apr. 2018
Operating Officer, Deputy General Manager,
Development Division of the Company
June 2019
Senior Operating Officer, General Manager,
Development and Technology Division of theCompany (present position)

Number of theCompany’s shares
owned

-4-

2,100

1,800

No.

Name
(Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1986
Apr. 2008

3

4

5

Notes:

Joined the Company
General Manager, Sales Division No.1 of theCompany
Apr. 2015
General Manager, in Charge of Commercial
Vehicles, Customer Group of the Company
Apr. 2016
General Manager, Sales Administration
Division of the Company
July 2016
General Manager, Sales Administration
Kenji Mimura
Division of the Company (Corporate Fellow of(February 12, 1963)
the Company)*New candidate
Apr. 2018
Operating Officer, Deputy General Manager,
Sales Division of the Company
June 2019
Operating Officer, General Manager, Sales
Division of the Company (present position)(Significant concurrent positions outside the Company)
Director of PT. TOKYO RADIATOR SELAMAT SEMPURNA
Director of TR Asia Co., LTD.
Director of Toshin Techno Co., Ltd.
Apr. 1970
Joined Mitsubishi Metal Mining Company Ltd.
(currently Mitsubishi Materials Corporation)
Jan. 1996
General Manager of Legal Affairs Office of
Mitsubishi Materials Corporation
June 2001
Executive Officer and General Manager ofCorporate Planning Office of Mitsubishi
Materials Corporation
June 2003
Senior Vice President of Mitsubishi Materials
Corporation
Yoichi Taguchi
June 2005
Managing Director of Mitsubishi Materials(August 13, 1947)
Corporation
Feb. 2009
Director, Executive Vice President of
Mitsubishi Materials Corporation
Apr. 2009
Director, President of SUMCOCORPORATION
Apr. 2012
Advisor of Mitsubishi Materials Corporation(present position)
June 2015
Outside Director of the Company (present
position)
Apr. 1977
Joined Komatsu Ltd.
Apr. 2004
Head of Construction Equipment Development
Center 1, Development Division, Komatsu Ltd.
Apr. 2006
Executive Officer of Komatsu Ltd.
Apr. 2009
Executive Officer and Vice President ofDevelopment Division, Komatsu Ltd.
Apr. 2010
Senior Executive Officer and President ofDevelopment Division, Komatsu Ltd.
Fujitoshi Takamura
June 2011
Director, Senior Executive Officer and(December 21, 1954)
President of Development Division, Komatsu
Ltd.
Apr. 2013
Director, Senior Managing Executive Officer
and President of Development Division,
Komatsu Ltd.
Apr. 2014
Director and CTO of Komatsu Ltd.
June 2017
Advisor of Komatsu Ltd. (present position)
June 2019
Outside Director of the Company (present
position)
1. There are no special interests between each candidate and the Company.

Number of theCompany’s shares
owned

-5-

6,900

0

0

2. Yoichi Taguchi and Fujitoshi Takamura are candidates for Outside Director.
3. (1) The reasons for Yoichi Taguchi’s nomination as Outside Director candidate are as follows:
We anticipate that Yoichi Taguchi will leverage his long years of experience and his deep discernment ofmanagement for the benefit of the Company’s own management, while dispensing advice and opinions from an
independent perspective to the Company’s Board of Directors in order to ensure the reasonableness and legitimacy
of its decision making.
(2) The reasons for Fujitoshi Takamura’s nomination as Outside Director candidate are as follows:
We anticipate that Fujitoshi Takamura will leverage his long years of experience in development and corporate
management at a construction equipment manufacturer as well as his deep discernment for the benefit of theCompany’s own management, while dispensing advice and opinions from an independent perspective to theCompany’s Board of Directors in order to ensure the reasonableness and legitimacy of its decision making.
4. Yoichi Taguchi currently serves as Outside Director of the Company, and as of the conclusion of this General Meeting of
Shareholders, he will have served as Outside Director for six years.
5. Fujitoshi Takamura currently serves as Outside Director of the Company, and as of the conclusion of this General
Meeting of Shareholders, he will have served as Outside Director for two years.
6. The Company has concluded an agreement with Yoichi Taguchi and Fujitoshi Takamura to limit liability for damages asprescribed by Article 423, paragraph 1 of the Companies Act, with the liability in said agreement limited to ¥5 million or
the amount prescribed by laws and regulations, whichever is higher. In the event both Yoichi Taguchi and Fujitoshi
Takamura are reelected, the Company intends to continue the said agreement with them.
7. The Company has registered Yoichi Taguchi and Fujitoshi Takamura as Independent Officers as stipulated by the Tokyo
Stock Exchange. If they are reelected, the Company intends to continue designating them as Independent Officers.
8. Hisao Ochiai has been engaged in development in the automotive industry for many years, and has management
experience at a global company. He has been Representative Director and President of the Company since 2019. The
Company nominates him as a candidate for Director because it judges him qualified to lead the Group based on his
specialist knowledge and extensive career.
9. Koji Hirukawa was involved in the product planning, designing and development at a commercial vehicle manufacturer
for many years. Since being appointed as Operating Officer of the Company in 2018, he has continued utilizing his
expertise and extensive career experience to lead the Development and Technology Division. Accordingly, the Company
has nominated him as a candidate for Director.
10. After joining the Company, Kenji Mimura spent many years serving in the Sales Division and leading cost-reduction
activities. Accordingly, the Company nominates him as a candidate for Director because it judges him qualified to lead
the Group based on this extensive experience.
11. The Company has entered into a director and officers liability insurance contract with an insurance company. This
contract will cover damages incurred due to a claim for liabilities filed in the course of business execution by the
insureds. Each Director whose election is approved shall become one of the insureds under this insurance contract. The
contract will be renewed under the same terms and conditions at the next renewal.
For further details of this contract, please refer to page 13 (in the Japanese original document) of this Notice.

-6-

Proposal 3:

Election of two (2) Audit & Supervisory Board Members

At the conclusion of this meeting, the terms of office of Audit & Supervisory Board Members Akira Tanaka and
Yosuke Kasue will expire. Accordingly, we request that two (2) Audit & Supervisory Board Members be elected.
In addition, the consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

No.

Career summary and position(Significant concurrent positions outside the Company)
Apr. 1973
Apr. 2005

1

2

Notes:

1.
2.
3.

4.

5.

6.

7.
8.

Number of theCompany’s shares
ownedJoined the Company
General Manager of the Accounting Division of
the Company
Akira Tanaka
7,600
Nov. 2014
Accounting and Finance Controller of the(October 29, 1954)
Company
June 2017
Full-time Audit & Supervisory Board Memberof the Company (present position)
Apr. 1978
Joined Nissan Motor Co., Ltd.
July 1998
Statutory Auditor of Nissan Finance Co., Ltd.
Apr. 2000
Director of Nissan Finance Co., Ltd.
Apr. 2005
Statutory Auditor of Nissan Kohki Co., Ltd.
Nov. 2006
Executive Officer of Nissan Business Service
Co., Ltd.
Yosuke Kasue
0
Apr. 2016
Statutory Auditor of Nissan Business Service(July 5, 1955)
Co., Ltd.
June 2016
Auditor of JATCO Ltd
June 2017
Outside Audit & Supervisory Board Member of
the Company (present position)
July 2019
Auditor of NISSAN TRADING CO., LTD.
(present position)
There are no special interests between each candidate and the Company.
Yosuke Kasue is a candidate for Outside Audit & Supervisory Board Member.
The reasons for Akira Tanaka’s nomination as Audit & Supervisory Board Member candidate are as follows:
After joining the Company, Akira Tanaka spent many years being involved in accounting, and his background also
includes establishing an overseas corporation and serving in the planning division. Because he has utilized suchextensive knowledge as an Audit & Supervisory Board Member of the Company to fulfill his supervisory function
appropriately since 2017, the Company judges that he is qualified for the position.
The reasons for Yosuke Kasue’s nomination as Outside Audit & Supervisory Board Member candidate are as follows:
Yosuke Kasue has experience in the management of corporations and his long involvement in the automotive industry.
Because he has been drawing on his extensive experience and deep insights to fulfill his supervisory function
appropriately since 2017, the Company judges that he is qualified for the position.
In the event that Akira Tanaka and Yosuke Kasue assume their positions as Audit & Supervisory Board Members, theCompany intends to continue the agreements with them to limit liability for damages as prescribed by Article 423,
paragraph 1 of the Companies Act. The liability in said agreement shall be limited to ¥5 million or the amountprescribed by laws and regulations, whichever is higher.
Yosuke Kasue currently serves as Outside Audit & Supervisory Board Member of the Company, and as of theconclusion of this General Meeting of Shareholders, he will have served as Outside Audit & Supervisory Board Member
for four years.
Yosuke Kasue fulfills the requirements for an Independent Officer as stipulated by the Tokyo Stock Exchange and, if his
reelection is approved, the Company will continue his designation as an Independent Officer.
The Company has entered into a director and officers liability insurance contract with an insurance company. This
contract will cover damages incurred due to a claim for liabilities filed in the course of business execution by the
insureds. Each Director whose election is approved shall become one of the insureds under this insurance contract. The
contract will be renewed under the same terms and conditions at the next renewal.
For further details of this contract, please refer to page 13 (in the Japanese original document) of this Notice.

-7-

<Shareholder proposals (from Proposal 4 to Proposal 7)>
Proposals 4 to 7 are proposed by one shareholder. The summary and reason for each proposal are as stated in theoriginal Japanese notification released by the proposing shareholder.
Proposal 4:
(1)

(2)

Appropriation of surplus

Summary of the proposal
The appropriation of surplus is proposed as follows:
If the Board of Directors of the Company submits the Proposal concerning the appropriation of surplus at thisOrdinary General Meeting of Shareholders, this Proposal is additionally submitted as a proposal independentand separate from the proposal submitted by the Board of Directors of the Company.
a. Type of dividend property
Cashb. Dividend per share¥370
c. Allocation of dividend property and total amount thereof
Dividend per share provided in b. above for one share of the Company’s common stock (total dividend
amount is ¥5,323.53 million)d. Effective date of distribution of dividends of surplus
The date when this Ordinary General Meeting of Shareholders is helde. The commencement date of dividend payment
Three weeks after the date of this Ordinary General Meeting of Shareholders
Reason for the proposal
Since the fiscal year ended March 31, 2007, when the Company completed the repayment of most of its debt,
the balance of cash and cash equivalents has increased from ¥0.3 billion to ¥9.9 billion (As of December 31,2020) which accounts for 134% of its current market capitalization of ¥7.4 billion as of February 19, 2021.
Despite this extraordinary excess of cash, the average dividend payout ratio over the last ten years was lessthan 20% (Last ten years from the fiscal year ended March 31, 2011 to the fiscal year ended March 31, 2020.
The dividend payout ratio in the fiscal year ended March 31, 2020 is excluded due to net loss for the fiscal
year.) There was no interim dividend paid to the shareholders for the fiscal year ended March 31, 2021.
As Principle 1-3 of the Corporate Governance Code defines that “because capital policy may have asignificant effect on shareholder profits, listed companies should explain the basic strategy of the capital
policy,” emphasizing the importance of providing the explanation on the basic strategy of the capital policy
for the listed companies. However, the Company does not have a clear capital policy open to the public toresolve this extraordinary excess of cash, which contributes to the undervalued share price.
In addition, the huge deposit of about ¥5.5 billion with Marelli Corporation (“Marelli”), the parent companyof the Company, should be cancelled due to conflicts of interest between the parent company and minority
shareholders. Although the assets should be returned fairly to the Company’s shareholders, it is in effectcontrolled by the intentions of the parent company, Marelli, and it can be said that Marelli is abusing its
parental privileges at the expense of the Company’s minority shareholders.
In addition, the proposer estimates the yield of this deposit to be approximately 0.4% (The yield is estimatedbased on the interest income and deposit that are stated in the transactions with Marelli in the annual security
report for the fiscal year ended March 31, 2020.) The Company considers this to be a high return, but this is
far below a reasonable estimate of the Company’s cost of capital, and it is clear that the Company will be able
to contribute to the value of the Company and the common interests of shareholders by using this deposit as
the underlying resource to be injected into growth investment that generates a higher return or the shareholder
returns.
At this point, the Company does not seem to have an investment plan to allocate funds equivalent to such a
deposit to capital growth investments; hence it is important to appropriately return this surplus to theshareholders by cancelling such a deposit.
Accordingly, the proposer proposes that as of the end of March 2021, the Company should pay a special
dividend of ¥370 per share with the total amount of special dividend amounting to ¥5,323.53 million. (Thetotal amount of special dividend is calculated by multiplying ¥370 per share of the special dividend by-8-

14,387,917 shares of the number of shares issued (excluding treasury shares) as of the end of the third quarterof the fiscal year ended March 31, 2021, as reported in the quarterly financial results report.)
Opinion of the Board of Directors: The Board of Directors opposes this Proposal.
Regarding the appropriation of surplus, the Company’s policy is to continue providing stable dividends toshareholders while taking into consideration the enhancement of internal reserves in order to strengthen our
corporate structure and prepare for future business expansion plans.
In light of the environment surrounding the Company and our corporate performance, we reluctantly made thedecision to suspend the interim dividend for the fiscal year ended March 31, 2021. However, the year-end dividend
will remain at the level of the previous fiscal year, and the annual dividend for the fiscal year ending March 31,
2022, will be increased compared to that of the fiscal year ended March 31, 2019, as announced on May 13, 2021.
The automobile industry is experiencing a period of massive transformation, and the Company believes it needs tomake more investments than it has up until this point. While considering the need to ensure there is an adequate
amount of internal reserves to respond to unexpected situations, the Company is planning for future investments,
which will involve continual investment of appropriate amounts in order to implement strategies such as thedevelopment of next-generation products and achieve our targets for the future.
Regarding deposits with Marelli, these funds are not restricted and are not controlled by the intentions of Marelli.

-9-Proposal 5:(1)

Amendment to Articles of Incorporation (1)Summary of the proposal
The Articles of Incorporation to be amended as follows (the amended parts are underlined). As a result of thepassing of any other proposals (including proposals made by Tokyo Radiator) at this Ordinary General
Meeting of Shareholders, if it becomes necessary to make any formal adjustment to the Articles set out as this
proposal (including, but not limited to, the correction of misplaced article numbers), the Articles relating tothis proposal shall be replaced by the Articles after making the necessary adjustment.
Chapter 1

Article 1 to 3
(Structure)
Article 4[Unchanged]

Article 5 to 18[Unchanged]

General Rules

The Company has the following organizations in addition to the general meeting ofshareholders and directors.
1. the Board of Directors
2. an Audit and Supervisory Committee
3. Accounting Auditors

Chapter 4
Directors and Board of Directors, and Audit and Supervisory Committee(The Number of Members)
Article 19
The number of Directors who are not the Audit and Supervisory Committee Members shallnot be more than ten, and the number of Directors who are the Audit and Supervisory
Committee Members shall not be more than five.
(Method of Appointment)
Article 20(1) Directors who are or are not the Audit and Supervisory Committee Members shall beseparately appointed at the General Meeting of Shareholders of the Company.
(2) [Unchanged](Tenure)Article 21(1) The tenure of a Director who is not the Audit and Supervisory Committee Member shall be
expired at the end of the latest Ordinary General Meeting of Shareholders held in a fiscal
year ending within one year after the appointment.
(2) The tenure of a Director who is the Audit and Supervisory Committee Member shall be
expired at the end of the latest Ordinary General Meeting of Shareholders held in a fiscal
year ending within two years after the appointment.
(3) The tenure of a Director who is appointed as supplemented Director to a Director, who is
the Audit and Supervisory Committee Member and resigns before its tenure, shall be thesame as the tenure of the resigned Director who is the Audit and Supervisory Committee
Member.

Article 22 to 23(Remuneration, etc.)
Article 24[Unchanged]

Proprietary benefit such as remuneration, bonus or other consideration for the service
which a director would receive from the Company shall be determined at the General
Meeting of Shareholders by segregating the ones for Directors who are the Audit andSupervisory Committee Members and those who are not the Audit and Supervisory
Committee Members.

(Convocation of the Board of Directors)- 10 -

Article 25

In order to convene the Board of Directors, the notice shall be sent to each director by threedays prior to the date of the meeting thereof, provided, however, that such period can beshortened in an emergency situation.

(Convocation of the Audit and Supervisory Committee)
Article 26(1) In order to convene the meeting of the Audit and Supervisory Committee, the notice shallbe sent to each director who is the Audit and Supervisory Committee Member by threedays prior to the date of the Meeting thereof, provided, however, that such period can beshortened in an emergency situation.
(2) The procedure to convene the meeting of the Audit and Supervisory Committee can beomitted if it is approved by all of the Audit and Supervisory Committee Members.
Article 27[Same as current Article 26](Delegation to Directors)
Article 28
The Company may, by the resolution of the Board of Directors, delegate the determinationof the execution of important business (excluding the matters provided in each item of
Article 399-13, Paragraph 5 of the Companies Act) pursuant to Paragraph 6 of the said
article of the Companies Act.
Article 29[Same as current Article 27](Policy of the Audit and Supervisory Committee)
Article 30
The Audit and Supervisory Committee shall abide by the provision of the policy of the
Audit and Supervisory Committee determined by the Audit and Supervisory Committee in
addition to the provisions of laws and ordinance and the Articles of Incorporation.
Article 31[Same as current Article 28]

Article 29 to 36[Deleted]

Chapter 5
Accounting
Article 32 to 35[Same as current Article 37 to 40]
Supplementary clause(Transitional provision of the exemption of liability of Audit & Supervisory Board Members)
The Company may, by the resolution of the Board of Directors, exempt the liability for damage claim due to breachof duty of an Audit & Supervisory Board Member (including a person who was an Audit & Supervisory Board
Member) before the transition to a company with the Audit and Supervisory Committee to the extent provided by
law.
(2)

Reason for the proposal
The Company is currently established as a company with the Audit & Supervisory Board, but in order tostrengthen corporate governance and make speedy decisions, the Company should transition to a company
with the Audit and Supervisory Committee.
By establishing the Audit and Supervisory Committee, the Members of the Audit and Supervisory Committee
will compose the Board of Directors and exercise their voting rights. This will ensure the effectiveness of thesupervisory function of the Board of Directors and strengthen the corporate governance. In particular, theCompany is a listed subsidiary and is in a position to consider fairness between Marelli, the parent company,
and other shareholders. However, Takashi Hayashi, the Director and Chairman, and Hisao Ochiai, theRepresentative Director, President, are from Marelli. The supervisory function of the Board of Directors
should be strengthened beyond the current situation, as it needs to be careful about resolutions that may
respect the interests of Marelli and harm the interests of other shareholders.
In addition, under the current structure of a company with the Audit & Supervisory Board, the important
agenda of the Board of Directors tends to get clogged with minor proposals and reporting items, not leaving- 11 -

enough time to discuss long-term strategy and big-picture matters that the Board of Directors are supposed totake time to discuss. By delegating all or part of the business execution authority of the Board of Directors to
Directors with the transition to a company with the Audit and Supervisory Committee, it becomes possible toseparate functions of business execution and supervision and strike a balance between beefing up thegovernance and making swift decisions.
Opinion of the Board of Directors: The Board of Directors opposes this Proposal.
The Company believes that transitioning to a company with an Audit and Supervisory Committee does notnecessarily lead to strengthening corporate governance.
The Company has established DOA policy (policy of the delegation of authority for decision-making) to delegate
decision-making authority for each meeting body appropriately, and as a result, the Board of Directors is able tofully discuss long-term strategies and other matters.
In addition, the Board of Directors of the Company consists of five members, three internal Directors and two
Outside Directors, and the two Outside Directors have abundant experience and knowledge from other companies
and actively provide their opinions at meetings of the Board of Directors by making proposals that are relevant to
the future of the Company. The Audit & Supervisory Board is composed of four members, two internal and twooutside, and the full-time Audit & Supervisory Board Member monitors business execution by attending theManagement Committee and other major meetings within the Company and commenting as appropriate while
cooperating with the Internal Audit Office of the Company to conduct accurate audits. In addition, each Audit &Supervisory Board Member is independently appointed and possesses formidable auditing authority in being able
to independently exercise said authority. Since the Audit & Supervisory Board is an organization independent of
the Board of Directors, stricter audits can be expected. The Company has determined that the auditing structure of acompany with an Audit & Supervisory Board that operates under said system serves as an effective function forsupervising management.

- 12 -

Proposal 6:(1)

Amendment to Articles of Incorporation (2)Summary of the proposal
Establishment of new Chapter 6 and current “Chapter 6 Accounting” should be amended to “Chapter 7
Accounting” and the number of articles following Article 37 shall be amended by putting off by 5. As a resultof the passing of any other proposals (including proposals made by Tokyo Radiator) at this Ordinary General
Meeting of Shareholders, if it becomes necessary to make any formal adjustment to the Articles set out as this
proposal (including, but not limited to, the correction of misplaced article numbers), the Articles relating tothis proposal shall be replaced by the Articles after making the necessary adjustment.

Chapter 6
Nomination Committee and Compensation Committee(Establishment of the Nomination Committee and the Compensation Committee)
Article 37
The Company shall have the Nomination Committee and the Compensation Committee asadvisory bodies to the Board of Directors.
(Composition of the members of the Nomination Committee and the Compensation Committee)
Article 38
The majority of members of the Nomination Committee and the Compensation Committee
shall, respectively, be composed of Outside Directors.
(Tenure and Appointment of members of the Nomination Committee and the Compensation Committee)
Article 39(1) The tenure of members of the Nomination Committee and the Compensation Committee
shall be expired at the end of the latest Ordinary General Meeting of Shareholders held in a
fiscal year ending within one year after the appointment.
(2) Members of the Nomination Committee and the Compensation Committee shall be
appointed by the resolution of the Board of Directors held after the Ordinary General
Meeting of Shareholders. Provided that, however, if such a member’s appointment isnecessary due to the resignation of an existing member, a new member can be appointed by
the resolution of the extraordinary meeting of the Board of Directors.
(Matters to be advised by the Nomination Committee and the Compensation Committee)
Article 40(1) The Nomination Committee shall deliberate the following matters upon the request for
advice of the Board of Directors, and the Board of Directors shall decide these matters
having high regard to the opinion of the Nomination Committee.
1. Determination of the original proposal of matters concerning the appointment andtermination of Directors that is submitted to the General Meeting of Shareholders
2. Determination of the original proposal of matters concerning the appointment,termination, or allocation of the duties of a representative Director and other Director
officers that is submitted to the Board of Directors
3. Determination of the policy concerning appointment of Directors
4. Other matters related to the appointment and termination of the Directors(2) The Compensation Committee shall deliberate the following matters upon the request for
advice of the Board of Directors, and the Board of Directors shall decide these matters
having high regard to the opinion of the Compensation Committee.
1. Determination of proposal concerning the compensation of Directors that is submitted
to the General Meeting of Shareholders
2. Specific amount of compensation for each Director
3. Other matters related to compensation for Directors(Policy of the Nomination Committee and the Compensation Committee)
Article 41
The Nomination Committee and the Compensation Committee shall abide by the provisionof the policy of the Nomination Committee and the Compensation Committee determinedby the Audit and Supervisory Committee in addition to the provisions of laws andordinance and this Articles of Incorporation.

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(2)Reason for the proposal
The Company adopts a discretionary process in which only the Representative Director selects candidates for
the Board of Directors to be submitted to the general meeting of shareholders and determines thecompensation of the Directors. The Governance Committee, which consists of two Outside Directors, two
Outside Audit & Supervisory Board Members, and two internal Directors, consults on the basic policy forcompensation for officers and the appointment of Directors. However, given that all Directors except Atsushi
Igarashi, who is an internal Director, attend the Governance Committee, it is not differentiated from theBoard of Directors and is reduced to a formality.
Significant decisions such as compensation for each Director should be made rationally by leveraging theknowledge and views of Outside Directors to promote the interests of all of the Company’s stakeholders, anda transparent process must be introduced to that end.
Also, in Supplementary Principle 4-10.1 of the Corporate Governance Code, it is provided that “If theorganizational structure of a company is either Company with Kansayaku Board or Company with
Supervisory Committee and independent directors do not compose a majority of the board, in order tostrengthen the independence, objectivity and accountability of board functions on the matters of nomination
and remuneration of the senior management and directors, the company should seek appropriate involvement
and advice from independent directors in the examination of such important matters as nominations andremuneration by establishing independent advisory committees under the board, such as an optional
nomination committee and an optional remuneration committee, to which independent directors makesignificant contributions.” The Corporate Governance Code requires the establishment of an independent
advisory committee such as optional nomination committee or remuneration committee.
Therefore, the proposer hereby proposes to establish a Nomination Committee and a Compensation
Committee for each of which Outside Directors compose a majority of the Committee.

Opinion of the Board of Directors: The Board of Directors opposes this Proposal.
At present, the Company has established the Governance Committee as a voluntary advisory committee, in which
advice is provided on the basic policy for compensation for officers and the appointment of Directors. The
Committee consists of four Independent Outside Officers and two internal Directors, and submits reports on
candidates to the Board of Directors based on the standards for selection of Directors and evaluations of thequalities, experience, skills and diversity required for Directors of the Company in light of the environment
surrounding the Company and corporate circumstances, centered around the opinions of Outside Directors who
have various knowledge and experience. Thereafter, candidates for Directors to be submitted to the General
Meeting of Shareholders are decided following deliberation by the Board of Directors.
In addition, the basic policy for compensation for officers has been decided by the Governance Committee after
having received candid opinions on required abilities and knowledge, etc., based on corporate performance.
Therefore, the Company believes that it is not necessary to amend the Articles of Incorporation to establish a
Nomination Committee or Remuneration Committee in addition to the Governance Committee.
The Company believes that internal Directors are essential members for the composition of the GovernanceCommittee in order to maximize the application of internal information. However, as a result of repeateddiscussions on the balance between Independent Outside Officers and internal Directors, the Company has decided
to implement composition of four Independent Outside Officers and one internal Director following the conclusionof the General Meeting of Shareholders scheduled for June 25, 2021.

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Proposal 7:

(1)

(2)

Determination of granting restricted stock-based compensation to Directors (excluding
Outside Directors)

Summary of the proposal
In providing the monetary compensation claim for the provision of restricted stock-based compensation, thecompensation amount for Directors eligible for the restricted stock-based compensation system shall bewithin ¥13 million per year in addition to the maximum annual compensation threshold of ¥200 million. The
Board of Directors shall resolve specific timing and allocation of compensation. The number of shares withtransfer restrictions granted annually shall be based on the point system, which is based on the mid-to-longterm company plan, and the granted restricted stocks shall be converted to cash only after the retirement of
the position of a Director.
Reason for the proposal
Principle 4-2 of the Corporate Governance Code states, “the remuneration of the management should include
incentives such that it reflects mid- to long-term business results and potential risks, as well as promotes
healthy entrepreneurship,” and the Corporate Governance Code requests to have incentive compensation for
management.
However, in the fiscal year ended March 31, 2020, the entire amount of the compensation for officers of theCompany are paid as the fixed compensation based on a system that comprehensively evaluated the previous
year’s increase or decrease in business performance and the degree of achievement of the plan, and reflected
job responsibilities and results. In addition, on March 23, 2021, the Company announced the introduction of
the performance-linked compensation system. This performance-linked compensation is a system that reflects
the performance evaluation of the previous year’s consolidated sales and profits and the achievement rate ofindividual and departmental performance targets. The factors that determine the compensation are not muchdifferent from the compensation system with only fixed compensation.
Therefore, the proposer hereby proposes that the Company introduces the restricted stock-based
compensation system for Directors (excluding Outside Directors) up to an annual amount of ¥13 million. The
introduction of the restricted stock-based compensation, which is highly linked to mid-to-long term businessperformance in terms of the compensation for Directors, will provide a healthy incentive for Directors tocontinuously improve corporate value and promote further value sharing with shareholders. In addition, theadoption of the restricted stock-based compensation system guarantees transparency of the process ofdetermining compensation.
The officers purchase a certain amount of shares every month through the Officers’ Shareholding Association.
The proposer believes that abolishing this share purchase program and incorporating the restricted stocks into
the compensation system would be a better incentive for Directors.

Opinion of the Board of Directors: The Board of Directors opposes this Proposal.
The Company has introduced performance-linked compensation for Directors who execute business operations
with the aim of increasing the link between remuneration and business performance and raising motivation to
improve business performance over the mid-to-long term. In addition, we are fully aware of the significance ofofficers’ ownership of shares of the Company and have established the Officers’ Shareholding Association andpurchase a certain amount of shares of the Company every month, which we believe contributes to long-term
incentives and preserves the shareholder perspective for Directors.
The Company is currently discussing what kind of system would be appropriate as our own incentive system for
improving corporate value, including the potential for the restricted stock-based compensation system.

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