Note: This document has been translated from part of the original Japanese version into English for reference
purposes only. If there are conflicts between this translated document and the original Japanese version, theoriginal Japanese version shall prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from this translation.

(Stock Exchange Code 5352)
June 5, 2024
Start of electronic provision: May 29, 2024

To Shareholders with Voting Rights:
Kazuhiro Egawa
Representative Director,
President
KROSAKI HARIMACORPORATION
1-1 Higashihama-machi,
Yahatanishi-ku, Kitakyushu CityNOTICE OF THE 133RD ANNUAL GENERAL MEETING OF
SHAREHOLDERS
We are pleased to inform you that the 133rd Annual General Meeting of Shareholders (the “Meeting”) of
KROSAKI HARIMA CORPORATION (the “Company,” together with its subsidiaries, the “Group”) will beheld for the purposes described below.
When convening this general meeting of shareholders, the Company will provide materials electronically. The
materials will be provided online on the following website under, “Notice of Convocation Annual General
Meeting 2024.”
KROSAKI HARIMA CORPORATION website https://www.krosaki.co.jp/en
In addition to the Company’s website, the matters to be provided electronically will also be posted on thewebsite of the Tokyo Stock Exchange (TSE). To confirm, go to the TSE Listed Company Search website, andenter and search for the name of the Company or its Stock Exchange Code. Next select “Basic Information”
and then “Documents for public inspection/PR information.”
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show
If you cannot attend in person, we ask that you exercise your voting rights in advance in writing or byelectromagnetic means such as the Internet.
Please review the attached Reference Documents for General Meeting of Shareholders, which will be provided
electronically, and exercise your voting rights so that it is received by 5:00 p.m. Japan time, Tuesday, June 25,
2024.
1.
2.

Date and time:
Venue:

Wednesday, June 26, 2024 at 10:00 a.m. Japan time (Reception starts at 9:00 a.m.)
Diamond Hall (1st floor), Hotel Crown Palais Kitakyushu 3-1 Higashimagarimachi, Yahatanishi-ku, Kitakyushu City

1

3.

Purpose of the Meeting
Matters to be reported

1.

2.

Business report and consolidated financial statements for the 133rd
fiscal year (April 1, 2023 to March 31, 2024) and results of audits ofconsolidated financial statements by the Accounting Auditor and the
Audit & Supervisory Board
Non-consolidated financial results for the 133rd fiscal year (April 1,
2023 to March 31, 2024)

Matters to be resolved
Dividend of Surplus
Proposal 1:
Election of 9 Directors
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:
4. Decisions made in convocation(1) If you do not indicate your approval or disapproval of each proposal, we will treat it as an approval.
(2) Voting rights exercised multiple times
If you exercise your voting rights both in writing and via the Internet, etc., the exercise via the Internet,
etc. will be treated as the valid one. If you exercise your voting rights multiple times via the Internet,
etc. or both on a PC and a smartphone, your last exercise will be treated as the valid one.
5. Other matters regarding this Notice
The following matters are not included in the documents to be delivered to shareholders who haverequested the delivery of documents in writing, pursuant to provisions of laws and regulations and Article
15 of the current Articles of Incorporation of the Company. Therefore, said documents are part of the
documents audited by the Audit & Supervisory Board Members and the Accounting Auditor in preparing
the Audit Report.
• “Structure and Policy of the Company” of the business report• Notes to the consolidated financial statements• Notes to the non-consolidated financial statements
Any revisions to electronically provided matters will be posted on each of the websites where they are
posted.
[Requests to shareholders]• The above arrangements are subject to change depending on factors such as the status of the spread of
the infection and the announcements made by the government and other bodies up to the day of the
Meeting. Please check updates provided on the Company’s website (https://www.krosaki.co.jp/) (inJapanese).
• Please exercise your voting rights via the Internet, etc., if possible, when you exercise your voting rights
in advance.
• For the purpose of saving paper resources, no printed copies of this Notice will be available at the venueof the Meeting. We would appreciate it if you could bring your smartphone or other Internet accessible
devices when you attend the Meeting.

2

Reference Documents for General Meeting of Shareholders
Proposals and References
Proposal 1:

Dividend of Surplus

The Company proposes to pay a year-end dividend of surplus as follows:
The Company has a policy of paying dividends of surplus to distribute profit commensurate with the businessperformance for each fiscal year, in principle, taking into account factors such as future business development,
financial standing and the business environment.
The Company proposes to pay a year-end dividend for the fiscal year under review as follows:(1) Allotment of dividend property to shareholders and its total amount
Cash in an amount of 240 yen per share of the Company’s common stock at a total of 2,020,688,640
yen(Note) The Company implemented a four-to-one stock split on April 1, 2024. As the record date ofdividend payment for the year-end dividend for the fiscal year under review is March 31, 2024, we will
implement dividend distribution based on the number of shares before the stock split.
(2) Effective date of the dividend of surplus
June 27, 2024
If this proposal is approved and resolved as originally proposed, the annual dividend for the fiscal year underreview including the interim dividend will be 400 yen per share.

3

Proposal 2:

Election of 9 Directors

The terms of office of all Directors (9 in all) will expire at the conclusion of this Meeting. The Company proposes
the election of 9 Directors.
If this proposal is approved and resolved as originally proposed, 3 of the 9 Directors is scheduled to be Independent
Directors as stipulated by Tokyo Stock Exchange, Inc. and Fukuoka Stock Exchange. Consequently, one third or
more of our Directors will be Independent Directors.
The candidates for Directors are as follows:[Reference] Structure of Directors*
Candidate
No.

1

Name

Kazuhiro Egawa

New/Reappointment

Reappointment

2

Takeshi Yoshida

Reappointment

3

Junpei Konishi

Reappointment

4

Masafumi Takeshita

Reappointment

5

Hisatake Okumura

Reappointment

6

Naoki Furuta

7

Matsuji Nishimura

8
9

New

Positions and responsibilities

Representative Director, President
Director, Managing Corporate Officer, In charge ofpromotion of sustainability, Management concerning
Ceramics Unit, Headquarters (Purchasing,
Accounting & Finance, Corporate Planning)
Director, Managing Corporate Officer, Management
concerning Coke Oven business in general; Furnace
Unit; Research & Development Unit; Headquarters(Technical Management, Quality Assurance);
Cooperating with Managing Corporate Officer Mr.
Furuta concerning Refractories Manufacturing Unit
Director, Managing Corporate Officer, Management
concerning Refractories Domestic Sales Unit,
Headquarters (General Administration, Digital
Innovation, Human Resources, Risk Management)
Director, Managing Corporate Officer, Management
concerning Refractories Overseas Sales Unit,
Commissioned as Senior General Manager of Global
Business Division
Managing Corporate Officer, Management
concerning Refractories Manufacturing Unit;
human & plant safety, health, environment andaccident prevention; Commissioned as Senior
General Manager, Refractories Manufacturing
Division

Reappointment

Director

Outside Director

Independent
Director

Takuji Kato

New

Director

Outside Director

Independent
Director

Yumi Akagi

New

Director

Outside Director

Independent
Director*The structure if this proposal is approved and resolved as originally proposed (plan)4

Candidate
No.

of Birth:
1 Kazuhiro Egawa (DateFebruary 24, 1959)

Reappointment■ Career summary, positions, responsibilities, and significant concurrent positions

April 1981
June 2019

Joined Nippon Steel Corporation
Representative Director, President, the Company (to present)■ Reasons for nomination as a candidate for Director

Mr. Kazuhiro Egawa has many years of experience in the overseas business of
Nippon Steel Corporation, and has been involved in management as Director of theCompany since June 2019. The Company has nominated him as a candidate for
Director as it expects him to play a significant role in determining importantmatters and supervising the management of the Group as a Director by utilizing his
experience in the steel industry, which is the major customer market of the Group,
the business of the Group, and corporate management.

Number of shares of theCompany held
42,800 shares
Years served as Director
5 years (at the conclusionof this Meeting)Attendance at Board of
Directors
13 / 13 times (100%)5

Candidate
No.

■

2 Takeshi Yoshida

Reappointment

Career summary, positions, responsibilities, and significant concurrent positions

April 1985
April 2023■

(Date of Birth:
November 11, 1962)

Joined Nippon Steel Corporation
Director, Managing Corporate Officer, In charge of promotion ofsustainability, Management concerning Ceramics Unit,
Headquarters (Purchasing, Accounting & Finance, Corporate
Planning), the Company (to present)

Reasons for nomination as a candidate for Director

Mr. Takeshi Yoshida has many years of experience in the purchasing division of
Nippon Steel Corporation and the corporate planning division of the Company.
The Company has nominated him as a candidate for Director as it expects him toplay a significant role in determining important matters and supervising themanagement of the Group as a Director by utilizing his experience in the steel
industry, which is the major customer market of the Group, and the business of
the Group.

6

Number of shares of theCompany held
5,200 shares
Years served as Director
3 years (at the conclusion ofthis Meeting)Attendance at Board of
Directors
13 / 13 times (100%)

Candidate
No.

■

3 Junpei Konishi

Reappointment

Career summary, positions, responsibilities, and significant concurrent positions

April 1988
April 2024■

(Date of Birth:
April 9, 1963)

Joined Nippon Steel Corporation
Director, Managing Corporate Officer, Management concerning
Coke Oven business in general, Furnace Unit, Research &Development Unit, Headquarters (Technical Management,
Quality Assurance), Cooperating with Managing Corporate
Officer Mr. Furuta concerning Refractories Manufacturing Unit,
the Company (to present)

Reasons for nomination as a candidate for Director

Mr. Junpei Konishi has many years of experience in the technical division of
Nippon Steel Corporation, and served as a Director of the Company from June2015 to June 2020. The Company has nominated him as a candidate for Director
as it expects him to play a significant role in determining important matters andsupervising the management of the Group as a Director by utilizing his
experience in the steel industry, which is the major customer market of theGroup, and the business of the Group.

7

Number of shares of theCompany held
11,600 shares
Years served as Director
8 years (at the conclusion ofthis Meeting)Attendance at Board of
Directors
13 / 13 times (100%)

Candidate
No.

of Birth:
4 Masafumi Takeshita (Date
May 8, 1961) Reappointment■ Career summary, positions, responsibilities, and significant concurrent positions

April 1986
April 2023

Joined the Company
Director, Managing Corporate Officer, Management concerning
Refractories Domestic Sales Unit, Headquarters (General
Administration, Digital Innovation, Human Resources, Risk
Management), the Company (to present)■ Reasons for nomination as a candidate for Director

Mr. Masafumi Takeshita has many years of experience in the sales division of theCompany. The Company has nominated him as a candidate for Director as it
expects him to play a significant role in determining important matters andsupervising the management of the Group as a Director by utilizing his
experience in the business of the Group.

Number of shares of theCompany held
2,400 shares
Years served as Director
2 years (at the conclusion ofthis Meeting)Attendance at Board of
Directors
13 / 13 times (100%)8

Candidate
No.

Hisatake

5 Okumura(Date of Birth:
November 22, 1962)

Reappointment■ Career summary, positions, responsibilities, and significant concurrent positions

October 2004
June 2022

Joined the Company
Director, Managing Corporate Officer, Management concerning
Refractories Overseas Sales Unit, Commissioned as Senior
General Manager of Global Business Division, the Company (topresent)■ Reasons for nomination as a candidate for Director

Mr. Hisatake Okumura has many years of experience in the manufacturing andoverseas sales divisions of the Company. The Company has nominated him as a
candidate for Director as it expects him to play a significant role in determining
important matters and supervising the management of the Group as a Director by
utilizing his experience in the business of the Group.

Number of shares of theCompany held
2,400 shares
Years served as Director
2 years (at the conclusion ofthis Meeting)Attendance at Board of
Directors
13 / 13 times (100%)9

Candidate
No.

6 Naoki Furuta(Date of Birth:January 15, 1961)

New■ Career summary, positions, responsibilities, and significant concurrent positions

April 1985
April 2024

Joined the Company
Managing Corporate Officer, Management concerning
Refractories Manufacturing Unit, human & plant safety, health,environment and accident prevention, Commissioned as Senior
General Manager, Refractories Manufacturing Division, theCompany (to present)■ Reasons for nomination as a candidate for Director

Mr. Naoki Furuta has many years of experience in the purchasing division of theCompany. The Company has nominated him as a candidate for Director as it
expects him to play a significant role in determining important matters andsupervising the management of the Group as a Director by utilizing his
experience in the business of the Group.

10

Number of shares of theCompany held
4,800 sharesReappointment
CandidateNo.

7

Matsuji Nishimura(Date of Birth:
August 5, 1947)

Outside Director
Independent
Director■ Career summary, positions, responsibilities, and significant concurrent positions

April 1971
June 2023

Joined Kyudenko Corporation
Adviser, Kyudenko Corporation (to present)(Significant concurrent positions)
Adviser, Kyudenko Corporation■ Reasons for nomination as a candidate for Outside Director and the outline of the roles
expected to be fulfilled

Mr. Matsuji Nishimura was involved in management as a Director of Kyudenko
Corporation until June 2023. The Company has nominated him as a candidate for
Outside Director as it expects him to utilize his knowledge and experience inmanagement cultivated in this career in supervising the management of theCompany. In addition, the Company has established voluntary advisory councils(Executive Compensation Advisory Council, Executive Personnel Advisory
Council) in order to strengthen the independence, objectivity, and accountability of
the functions of the Board of Directors with respect to compensation andnomination of officers. The Company also expects him to be involved in theprocess of compensating and nominating officers as a member of the councils.

11

Number of shares of theCompany held
0Years served as Director
3 years (at the conclusionof this Meeting)Attendance at Board of
Directors
13 / 13 times (100%)

New
CandidateNo.

8

Takuji Kato

(Date of Birth:
December 6, 1962)

Outside Director
Independent
Director■ Career summary, positions, responsibilities, and significant concurrent positions

April 1985

Joined Saibu Gas Co., Ltd. (now SAIBU GAS HOLDINGS
CO., LTD.)
April 2024
Representative Director and President, President andExecutive Officer, SAIBU GAS HOLDINGS CO., LTD. (topresent)
Representative Director and President, President andExecutive Officer, Saibu Gas Co., Ltd. (to present)(Significant concurrent positions)Representative Director and President, President and Executive Officer,
SAIBU GAS HOLDINGS CO., LTD.
Representative Director and President, President and Executive Officer,
Saibu Gas Co., Ltd.
Outside Director and Audit & Supervisory Board Member, Kyudenko
Corporation (scheduled to assume office)■ Reasons for nomination as a candidate for Outside Director and the outline of the roles
expected to be fulfilled

Mr. Takuji Kato has been involved in management as a Director of Saibu
Gas Co., Ltd. (now SAIBU GAS HOLDINGS CO., LTD.) since June 2021.
The Company has nominated him as a candidate for Outside Director as it
expects him to utilize his knowledge and experience in management
cultivated in this career in supervising the management of the Company. In
addition, the Company has established voluntary advisory councils(Executive Compensation Advisory Council, Executive Personnel Advisory
Council) in order to strengthen the independence, objectivity, andaccountability of the functions of the Board of Directors with respect tocompensation and nomination of officers. The Company also expects him to
be involved in the process of compensating and nominating officers as amember of the councils.

12

Number of shares of theCompany held
0 shares

New
CandidateNo.

9Yumi Akagi(Date of Birth:
April 2, 1968)

Outside Director
Independent
Director■ Career summary, positions, responsibilities, and significant concurrent positions

April 1991
June 2023

Joined Kyushu Railway Company
Director and Managing Corporate Officer, Deputy Director
General of Corporate Planning Headquarters and General
Manager of Strategy Management Department, Kyushu
Railway Company (to present)(Significant concurrent positions)
Director and Managing Corporate Officer, Kyushu Railway Company■ Reasons for nomination as a candidate for Outside Director and the outline of the roles
expected to be fulfilled

Ms. Yumi Akagi has been involved in management as a Director of Kyushu
Railway Company and has extensive insight into diversity & inclusion,
promotion of women’s advancement and strategies on personnel affairs andpublic relations that she cultivated through her career. The Company has
nominated her as a candidate for Outside Director as it expects her to utilize
her knowledge and experience in supervising the management of theCompany. In addition, the Company has established voluntary advisory
councils (Executive Compensation Advisory Council, Executive Personnel
Advisory Council) in order to strengthen the independence, objectivity, andaccountability of the functions of the Board of Directors with respect tocompensation and nomination of officers. The Company also expects her tobe involved in the process of compensating and nominating officers as amember of the councils.

13

Number of shares of theCompany held
0 sharesNotes:
1. Independence of candidates for Outside Directors(1) Mr. Matsuji Nishimura
The Company has registered Mr. Matsuji Nishimura as an Independent Director with Tokyo Stock
Exchange, Inc. and Fukuoka Stock Exchange.
Mr. Matsuji Nishimura was an executive (Executive Director) at Kyudenko Corporation for 10
years in the past.
The Company has transactions with Kyudenko Corporation of ordering electricity work, and thetransaction amount is 4,550 thousand yen (on a non-consolidated basis for the fiscal year ended
March 31, 2024). However, as the amount of the transactions is immaterial when compared with thebusiness scale of the Company and Kyudenko Corporation, the Company believes that thesetransactions will not affect his independence.
(2) Mr. Takuji Kato
Mr. Takuji Kato will be an Independent Director stipulated by Tokyo Stock Exchange, Inc. andFukuoka Stock Exchange if he is elected as originally proposed.
Mr. Takuji Kato has served as an executive (e.g., Executive Director) at Saibu Gas Co., Ltd. (now
SAIBU GAS HOLDINGS CO., LTD.) for 10 years now.
As the Company has no special relationships with SAIBU GAS HOLDINGS CO., LTD., theCompany believes that there is no circumstance that will affect his independence.
(3) Ms. Yumi Akagi
Ms. Yumi Akagi will be an Independent Director stipulated by Tokyo Stock Exchange, Inc. andFukuoka Stock Exchange if she is elected as originally proposed.
Ms. Yumi Akagi has served as an executive (e.g., Executive Director) at Kyushu Railway Company
for 10 years now.
As the Company has no special relationships with Kyushu Railway Company, the Company
believes that there is no circumstance that will affect her independence.
2. Outline of the content of liability limitation agreements
The Company has entered into an agreement to limit the liability under Article 423, Paragraph 1 of theCompanies Act with Mr. Matsuji Nishimura (The limit of liability under the agreement is the amountstipulated by laws and regulations.). If Mr. Matsuji Nishimura is elected as originally proposed, theCompany intends to extend the agreement with him.
In addition, Article 27, Paragraph 2 of the current Articles of Incorporation of the Company stipulates
that the Company may enter into agreements to limit the liability under Article 423, Paragraph 1 of theCompanies Act with Directors (excluding executive Directors) (The limit of liability under theagreement is the amount stipulated by laws and regulations.). The Company intends to enter into theagreements with Mr. Takuji Kato and Ms. Yumi Akagi if they are elected as originally proposed.
3. Outline of the content of a directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurancecompany with all Directors as the insured. The contract will cover damages (legal damages andlitigation expenses) that may arise due to the insured Directors assuming liability for the execution of
their duties or receiving a claim related to the pursuit of such liability. If the candidates are elected asoriginally proposed, they will be covered by the insurance contract. In addition, the Company intends torenew the contract during the terms of office of the Directors.
4. The Company implemented a four-to-one stock split on April 1, 2024. The number of shares of theCompany held shown above refers to the number of shares after the stock split.

14

[Reference] Composition of the Board of Directors
In order to establish a system for flexible decision-making and effective corporate governance in response tochanges in the business environment, the Board of Directors shall be of a size that is suitable for the businessand management issues of the Group and its members shall be selected taking into consideration the balanceand diversity of experience, insight, and expertise in the Board of Directors as a whole.
Of the experience, insight, and expertise, the Company has defined the areas that are particularly important incorporate management as shown below. The Company expects Directors to fully demonstrate their abilities.
*Composition of Board of Directors if this proposal is approved and resolved as originally proposed (plan)
Knowled Knowled
Legalge/experi ge/experi
Manufact
HR/
Finance/ affairs/
Digitalence
ence Internatio Sales/ uring/techtalent Sustainab
accountin risk
transform
regarding regarding nality marketing nology/Rdevelopm ilitygmanagemation
managem customer
&D
ent
ent
ent
industries

Candidate
No.

Name

1

Kazuhiro Egawa● ● ● ●

2

Takeshi Yoshida● ●3Junpei Konishi

● ● ●

4

Masafumi Takeshita● ●5Hisatake Okumura● ● ● ● ●●6

Naoki Furuta

● ● ●

●

7

Matsuji Nishimura

●

● ●

8

Takuji Kato

●

●

9

Yumi Akagi●●● ● ● ●
● ● ● ●●●●
● ● ● ●

●

15

● ●
● ●

●
● ● ●

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

Mr. Haruyuki Ezoe, who was elected at the 132nd Annual General Meeting of Shareholders as SubstituteOutside Audit & Supervisory Board Member to Mr. Morio Matsunaga, Outside Audit & Supervisory Board
Member, notified the Company that he would like to resign as Substitute Audit & Supervisory Board Member
at the commencement of this General Meeting of Shareholders. Accordingly, in case the number of Audit &Supervisory Board Members falls short of the number stipulated by Article 28 of the current Article of
Incorporation of the Company, the Company proposes the election of Mr. Katsutoshi Kitazato as SubstituteOutside Audit & Supervisory Board Member to Mr. Morio Matsunaga, Outside Audit & Supervisory Board
Member.
The Company has obtained consent of the Audit & Supervisory Board to this proposal.
The candidate for Substitute Audit & Supervisory Board Member is as follows:

Candidate

Katsutoshi Kitazato

Substitute Outside Audit & Supervisory
Board Member for Mr. Morio Matsunaga(Date of Birth: March 22, 1963)■ Career summary, positions, and significant concurrent positions

April 1986
June 2024

Joined City of Kitakyushu
Senior Managing Director, Kitakyushu Foundation for the
Advancement of Industry, Science and Technology (scheduled toassume office)(Significant concurrent positions)
Senior Managing Director, Kitakyushu Foundation for the Advancement of Industry,
Science and Technology (scheduled to assume office)■ Reasons for nomination as a candidate for Substitute Outside Audit & Supervisory Board Member

Mr. Katsutoshi Kitazato has many years of experience in the planning andmanagement division of City of Kitakyushu. The Company has nominated him as a
candidate for Substitute Outside Audit & Supervisory Board Member as it expects
him to utilize his knowledge and experience in administrative policy-making
cultivated in this career in strengthening the audit structure of the Company.
■ Reasons for determining that he is able to properly perform his duties as Outside Audit &Supervisory Board Member

Although he has not been directly involved in corporate management, the Company
has determined that Mr. Katsutoshi Kitazato is able to properly perform his duties
as an Outside Audit & Supervisory Board Member for the reasons presented above.

16

Number of shares of theCompany held
0 sharesNotes:1. There are no special interests between the candidate and the Company.
2. Independence of the candidate for Substitute Outside Audit & Supervisory Board Member
Mr. Katsutoshi Kitazato
If Mr. Katsutoshi Kitazato assumes office of Audit & Supervisory Board Member, the Company intends
to register him as an Independent Auditor with Tokyo Stock Exchange, Inc. and Fukuoka Stock
Exchange.
Mr. Katsutoshi Kitazato was an employee of City of Kitakyushu and an executive (Senior Managing
Director) of Kitakyushu Foreign Trade Association in the past 10 years, and is scheduled to assume
office of an executive (Senior Managing Director) of Kitakyushu Foundation for the Advancement ofIndustry, Science and Technology.
The Company has transactions with City of Kitakyushu of using water and sewage supplied by the cityand purchasing commuter passes for the busses operated by the city for the Company’s employees. The
transaction amount is 42,360 thousand yen (on a non-consolidated basis for the fiscal year ended March
31, 2024). The Company also makes donations to projects, etc. sponsored by the city. The donation
amount is 530 thousand yen (on a non-consolidated basis for the fiscal year ended March 31, 2024).
However, the amounts of these transactions and donations are immaterial when compared with thebusiness scale of the Company and the city. In addition, the Company has transactions with Kitakyushu
Foreign Trade Association of paying a membership fee. The annual membership fee is 30 thousand yen(on a non-consolidated basis for the fiscal year ended March 31, 2024). However, the amount of theannual membership fee is immaterial when compared with the business scale of the Company and theassociation. Moreover, the Company has no special relationships with Kitakyushu Foundation for the
Advancement of Industry, Science and Technology. The Company therefore believes that thesetransactions and donations will not affect his independence.
3. Outline of the content of liability limitation agreements
Article 36, Paragraph 2 of the current Articles of Incorporation of the Company stipulates that theCompany may enter into agreements to limit the liability under Article 423, Paragraph 1 of theCompanies Act with Audit & Supervisory Board Members (The limit of liability under the agreement is
the amount stipulated by laws and regulations.) The Company intends to enter into the agreement with
Mr. Katsutoshi Kitazato if he assumes office of Audit & Supervisory Board Member.
4. Outline of the content of a directors and officers liability insurance contract
The Company has entered into a directors and officers liability insurance contract with an insurancecompany with all Audit & Supervisory Board Members as the insureds. The contract will cover damages(legal damages and litigation expenses) that may arise due to the insured Audit & Supervisory Board
Members assuming liability for the execution of their duties or receiving a claim related to the pursuit ofsuch liability. If Mr. Katsutoshi Kitazato assumes office of Audit & Supervisory Board Member, he will
be covered by the insurance contract. In addition, if the candidate assumes office of Audit &Supervisory Board Member, the Company intends to renew the contract during the term of office of the
Audit & Supervisory Board Member.
5. The Company implemented a four-to-one stock split on April 1, 2024. The number of shares of theCompany held shown above refers to the number of shares after the stock split.

17