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 Japaneseoriginal shall prevail. The Company assumes no responsibility for this translation, or for any direct, indirect
or other forms of damages arising from the translation.
(Stock Exchange Code 1959)
June 5, 2023
(Date of commencement of electronic provision measures: June 1, 2023)
To Shareholders with Voting Rights:
Kazuyuki Ishibashi
Executive Officer
Representative President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka CityNOTICE OF
THE 95TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
Please be informed that the 95th Annual General Meeting of Shareholders of KYUDENKO CORPORATION(the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic provision,and thus posted the information contained in the measures for electronic provision on the following website on
the Internet.
Company’s website
https://www.kyudenko.co.jp/en/enir/en_general_meeting.html
In addition to the above, the information contained in the measures for electronic provision is posted on thefollowing websites on the Internet.
Tokyo Stock Exchange’s website
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show Please access Tokyo Stock Exchange’s website (Listed Company Search) above, enter or search by
the Company’s name or stock exchange code, select “Basic information” and “Documents for public
inspection/PR information” in that order, and inspect the posted information.
Soukai Portal® (Sumitomo Mitsui Trust Bank) https://www.soukai-portal.net
 Please access by scanning the QR code in the enclosed Voting Rights Exercise Form or from the
URL above, and enter the ID and initial password stated in the Voting Rights Exercise Form.
Furthermore, in addition to attending the meeting in person, voting rights may be exercised in writingby mail or via the Internet, etc. Please review information contained in the measures for electronic
provision stated in the “Reference Documents for the General Meeting of Shareholders” and exercise
your voting rights by 5:30 p.m. on Tuesday, June 27, 2023, Japan standard time.
1. Date and Time:

Wednesday, June 28, 2023 at 10:00 a.m. Japan standard time
(The reception desk opens at 9:00 a.m.)

2. Place:

Hall on the 9th floor at KYUDENKO Head Office
1-23-35 Nanokawa, Minami-ku, Fukuoka City, Japan-1-

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 95th Fiscal Year (April
1, 2022 - March 31, 2023)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements for the Company’s 95th
Fiscal Year
Proposals to be resolved:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 1:
Supervisory Committee Members)
Determination of Amount and Details of Stock Remuneration for Directors
Proposal 2:(Excluding Directors Serving as Audit and Supervisory Committee Members
and Outside Directors)
4. Exercise of Voting Rights:
1. If you have not indicated your vote for or against a proposal, you will bedeemed to have voted for the proposal.
2. If you exercise the voting rights in duplicate in writing by mail using the
Voting Right Exercise Form and also via the Internet, etc., the vote submitted
via the Internet, etc. shall be deemed valid.
3. If you exercise the voting rights via the Internet, etc. and submit multiple
votes, the last vote submitted shall be deemed valid.
4. You may exercise your voting rights via proxy by authorizing anothershareholder with voting rights to act as your proxy. In such case, you or yourproxy must submit a document evidencing the power of representation to theCompany.

-2-

<Guidance>When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.

In accordance with laws and regulations and Article 14 of the Company’s Articles of Incorporation, thefollowing items are not included in the document delivered to shareholders who have requested deliveryof the paper copy.
(1) System to Ensure Appropriateness of Operations and Overview of the Implementation Status of
the System in the Business Report(2) Consolidated Statement of Changes in Equity and Notes to Consolidated Financial Statements(3) Non-consolidated Statement of Changes in Equity and Notes to Non-consolidated Financial
Statements
The document is a part of the documents audited by the Accounting Auditor and the Audit andSupervisory Committee in preparing their respective Audit Reports.



In case of any revisions to the information contained in the measures for electronic provision, the revised
versions will be posted on the relevant websites.



We request your understanding that gifts will not be provided.



Any major changes in the operation of the General Meeting of Shareholders will be announced on the
Company's website.

A video explaining the matters to be reported on the day of the General Meeting of Shareholders will be
distributed on the Company’s website at a later date.
Company’s website
https://www.kyudenko.co.jp/en/enir/en_general_meeting.html-3-Proposals and References
Proposal 1:

Election of Eight (8) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all eight (8) Directors (excluding Directors serving as Audit and Supervisory
Committee Members. The same applies below in this proposal.) will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the Company would like to propose that eight (8) Directors be elected.
The candidates for Directors have been determined by the Board of Directors based on therecommendations of the Nomination Advisory Committee.
Although this proposal has been reviewed by the Audit and Supervisory Committee, there were no unusual
opinions.
The candidates for Directors are as follows.
Current positions and responsibilities in the Company

Attendance at Boardof Directors meeting

No.

Name

1

Ichirou Fujii

New appointment—

2

Kazuyuki Ishibashi

Reappointment

Executive Officer Representative President

100.0%(13 out of 13 meetings)

3

Masaaki Jono

Reappointment

100.0%(13 out of 13 meetings)

4

Keizo Fukui

New appointment

5

Tomoyuki Oshima

New appointment

Representative Director and Vice President
Executive Officer
Senior Managing Executive Officer
Responsible for administration (legal affairs,
compliance, and internal controls) andfinancial affairs
Senior Managing Executive Officer
Representative, Tokyo Head Office andGeneral Manager, Technology Div.

6

Sumio Kuratomi

Reappointment
Outside Director
Independent Officer

Outside Director

84.6%(11 out of 13 meetings)

7

Hiroko Shibasaki

Reappointment
Outside Director
Independent Officer

Outside Director

100.0%(13 out of 13 meetings)

8

Tatsuya Kaneko

New appointment
Outside Director
Independent Officer

Outside Director

100.0%(10 out of 10 meetings)

—

—

—

Notes: 1. The percentage of attendance at the Board of Directors meetings indicated for Mr. Tatsuya Kaneko reflects theBoard of Directors meetings held after he assumed office as Director on June 28, 2022.
2. The responsibilities are as of April 1, 2023.
3. The Company has concluded with an insurance company a directors and officers liability insurance agreement
stipulated in Article 430-3, Paragraph 1 of the Companies Act. Please refer to Page 42 (Japanese original) for theoutline of this insurance agreement. If this proposal is approved and the candidates take office as Directors, they will
be covered as the insured by the insurance agreement.
4. The age of each candidate in the following pages is as of the conclusion of this General Meeting of Shareholders.

-4-Candidate No. 1

Ichirou Fujii
Date of birth:
July 21, 1956
(66 years old)

Career summary, positions and responsibilities in the Company
June 2012 Executive Officer, General Manager, Kagoshima Branch
Office, KYUSHU ELECTRIC POWER CO., INC.
June 2015 Executive Officer, General Manager, Human Resources
Activation Div., KYUSHU ELECTRIC POWER CO., INC.
June 2016 Senior Executive Officer, General Manager, Human Resources
Activation Div., KYUSHU ELECTRIC POWER CO., INC.
June 2018 Director and Managing Executive Officer, General Manager,
Human Resources Activation Div., Business Solutions
Management Div., KYUSHU ELECTRIC POWER CO., INC.
June 2020 Representative Director and Executive Vice President, General
Manager, Human Resources Activation Div., Business
Solutions Management Div., KYUSHU ELECTRIC POWER
CO., INC.
(scheduled to retire in June 2023)[Significant concurrent positions]
Outside Auditing Director, NISHI-NIPPON RAILROAD CO., LTD.
Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Director]
Mr. Ichirou Fujii served at KYUSHU ELECTRIC POWER CO., INC., a major business partner of theCompany, and has experience on the management team at an energy company. His experience is necessary
for the establishment and promotion of the Company’s strategy towards carbon neutrality. In addition, theCompany expects him as Director and Chairman to effectively operate Board of Directors meetings anddemonstrate leadership in enhancing oversight functions of the Board of Directors, and therefore nominates
him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.
New appointment-5-

Candidate No. 2

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
(64 years old)

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2008 General Manager, Human Resources and Labor Affairs Div., theCompany
April 2010 General Manager, Kitakyushu Branch Office, the Company
May 2012 Executive Officer, General Manager, Kitakyushu Branch Office,
the Company
April 2013 Senior Executive Officer, the Company
June 2013 Director and Senior Executive Officer, the Company
April 2015 Director and Managing Executive Officer, the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Sales Div., the Company
April 2020 Director and Senior Managing Executive Officer, the Company
June 2020 Director and Vice President Executive Officer, the Company
June 2022 Representative Director and Vice President Executive Officer,
the Company
April 2023 Executive Officer Representative President, the Company (to thepresent)

Reappointment[Significant concurrent positions]
None
Number of shares of the Company held: 26,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Kazuyuki Ishibashi has been mainly engaged in duties in the sales division.
After his appointment as Director, he has been engaged in improving employees’ benefits and strengthening
the Company’s corporate governance systems, being responsible for the Secretarial Office, safety, humanresources and labor affairs, and general affairs. Since taking office as Director and Vice President Executive
Officer in June 2020, he has been fulfilling his duties appropriately and has been in charge of overall businessduties, as well as strengthening corporate strategy and promoting DX (digital transformation). After taking
office of Executive Officer and President in April 2023, he is demonstrating leadership using his experienceand high competency, therefore, the Company nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

-6-

Candidate No. 3

Masaaki Jono
Date of birth:January 1, 1955
(68 years old)
Reappointment

Career summary, positions and responsibilities in the Company
April 1973 Joined the Company
April 2008 General Manager, Information & Communication Systems
Dept., Information & Communication Systems Div., theCompany
April 2011 General Manager, Sales Planning Dept., Sales Div., Sales
Technology Management Div., the Company
April 2013 Executive Officer, General Manager, Kagoshima Branch Office,
the Company
April 2014 Senior Executive Officer, General Manager, Kagoshima Branch
Office, the Company
April 2015 Managing Executive Officer, General Manager, Technology Div.
and General Manager, Eco-business Creation Div., the Company
June 2015 Director and Managing Executive Officer, General Manager,
Technology Div. and General Manager, Eco-business Creation
Div., the Company
April 2016 Director and Managing Executive Officer, General Manager,
Technology Div., the Company
April 2017 Director and Senior Managing Executive Officer, General
Manager, Technology Div., the Company
April 2020 Director and Senior Managing Executive Officer, the Company
June 2020 Director and Vice President Executive Officer, the Company
Responsible for overall technology and overall sales
June 2022 Representative Director and Vice President Executive Officer,
the Company
April 2023 Representative Director and Vice President Executive Officer,
the Company (to the present)
Responsible for overall operations[Significant concurrent positions]
None
Number of shares of the Company held: 27,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Masaaki Jono has been mainly engaged in duties in the technology division.
After his appointment as Director, he has been engaged in promoting the improvement and enhancement ofengineering power and further improvement of safety and quality control in his capacity as General Manager
of Technology Div. Since taking office as Director and Vice President Executive Officer in June 2020, he has
been in charge of technology and sales overall, working to achieve synergies and to expand the business area
towards carbon neutrality as General Manager of Green Innovation Business Unit. He has been thus fulfilling
his duties appropriately, and is highly competent and specialized in his job. Therefore, the Company
nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

-7-

Candidate No. 4

Keizo Fukui
Date of birth:
December 1, 1957
(65 years old)
New appointment

Career summary, positions and responsibilities in the Company
July 2006 General Manager, e-Business Sales Dept., MIZUHOCORPORATE BANK, LTD. (currently MIZUHO BANK, LTD.)May 2009 Joined the Company, General Manager, Sales Dept., Tokyo Head
Office, the Company
April 2010 General Manager, Sales Development Dept., Sales Development
Div., Tokyo Head Office Management Div., the Company
April 2011 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., and General Manager, Sales Dept. II, Sales
Div., the Company
April 2012 Deputy General Manager, Sales Div., Tokyo Head Office
Management Div., the Company
May 2012 Executive Officer, Deputy General Manager, Sales Div., Tokyo
Head Office Management Div., the Company
April 2013 Executive Officer, Deputy General Manager, Sales Div., Tokyo
Head Office Management Div., the Company
April 2015 Senior Executive Officer, Deputy General Manager, Sales Div.,Tokyo Head Office, the Company
April 2017 Managing Executive Officer, Deputy General Manager, Sales
Div., Tokyo Head Office, the Company
April 2018 Managing Executive Officer, Deputy General Manager, Sales
Div., the Company
April 2019 Managing Executive Officer, the Company
June 2019 Director and Managing Executive Officer, the Company
June 2022 Managing Executive Officer, the Company
April 2023 Senior Managing Executive Officer, the Company (to thepresent)
Responsible for administration (legal affairs, compliance, andinternal controls) and financial affairs[Significant concurrent positions]
None
Number of shares of the Company held: 20,500 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Keizo Fukui has been mainly engaged in duties in the sales division. Since
taking office as Executive Officer in May 2012, after serving as Deputy General Manager of Sales Divisionof Tokyo Head Office, he was responsible for corporate strategy, finance, and compliance, etc. at the Head
Office. He has been fulfilling his duties appropriately, engaged in strengthening the Company in terms offinance and governance, and he is highly competent and specialized in his job. Therefore, the Company
nominates him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

-8-

Candidate No. 5

Tomoyuki Oshima
Date of birth:
September 18, 1958
(64 years old)

Career summary, positions and responsibilities in the Company
April 1981 Joined the Company
April 2014 General Manager, Saga Branch Office, the Company
April 2015 Executive Officer, General Manager, Saga Branch Office, theCompany
April 2017 Senior Executive Officer, General Manager, Saga Branch Office,
the Company
April 2019 Managing Executive Officer, President, Tokyo Branch Office,Tokyo Head Office, the Company
June 2020 Managing Executive Officer, General Manager, Sales Div.,Tokyo Head Office, the Company
April 2023 Senior Managing Executive Officer, Representative, Tokyo
Head Office and General Manager, Technology Div., theCompany (to the present)[Significant concurrent positions]
None

New appointment

Number of shares of the Company held: 23,200 shares[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Tomoyuki Oshima has been mainly engaged in duties in the technology
division. Since taking office as Executive Officer in April 2015, he served as General Manager of Saga
Branch Office, President of Tokyo Branch Office of Tokyo Head Office, and General Manager of Sales
Division of Tokyo Head Office. In these positions, he has been engaged in expanding the scope of businessin the Tokyo Metropolitan area based on his extensive expertise in technology. He has been fulfilling his
duties appropriately and is highly competent and specialized in his job. Therefore, the Company nominates
him as a candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.

-9-

Candidate No. 6

Sumio Kuratomi

Career summary, positions and responsibilities in the Company
June 2008 Director and Executive Officer, General Manager, City
Development Business Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2011 Director and Managing Executive Officer, General Manager,
Corporate Planning Div., NISHI-NIPPON RAILROAD CO.,LTD.
June 2013 Representative Director and President, NISHI-NIPPONRAILROAD CO., LTD.
June 2016 Representative Director and President Executive Officer, NISHINIPPON RAILROAD CO., LTD.
June 2016 Director, the Company (to the present)
April 2021 Representative Director and Chairman, NISHI-NIPPONRAILROAD CO., LTD. (to the present)

Date of birth:
August 13, 1953
(69 years old)

[Significant concurrent positions]Representative Director and Chairman, NISHI-NIPPON RAILROAD CO.,LTD.
Reappointment
Chairman, GENERAL INCORPORATED ASSOCIATION KYUSHU
Outside Director
ECONOMIC FEDERATION
Independent Officer
Outside Director, THE TORIGOE CO., LTD.
External Director, Audit & Supervisory Committee Member, THE BANK OFFUKUOKA, LTD.
Number of shares of the Company held: 1,100 shares
Number of years served as the Company’s Outside Director: 7 years[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Sumio Kuratomi serves as Representative Director of a company in a different line of business andindustry, and has considerable expertise on regional economies, as well as deep insight in corporate
management and outstanding oversight capabilities. Using his wealth of experience and knowledge, he has
provided constructive opinions and recommendations at the Board of Directors meeting from an independentand objective standpoint and significantly contributed to the strengthening of the oversight functions of theBoard of Directors. The Company expects that he will continue to make valuable recommendations tostrengthen the corporate governance of the Company, and therefore nominates him as a candidate for Outside
Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Sumio Kuratomi to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. If his reappointment is approved, the Company willcontinue the limited liability agreement as above with him.
[Special remarks]
1. Mr. Sumio Kuratomi is Representative Director and Chairman of NISHI-NIPPON RAILROAD CO.,LTD., which is a shareholder of the Company with 1.61% ownership interest in the Company. Although
the Company has transactions with NISHI-NIPPON RAILROAD CO., LTD., the amount of suchtransactions accounted for less than 0.1% of net sales of the Company and of NISHI-NIPPONRAILROAD CO., LTD. in the most recent fiscal year.
2. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 17). As Mr. Sumio Kuratomi has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating him as an Independent Officer.

-10-Candidate No. 7

Hiroko Shibasaki

Career summary, positions and responsibilities in the Company
April 2012 Executive Officer, General Manager, Fukuoka Chuo Branch,
TOKIO MARINE & NICHIDO FIRE INSURANCE CO., LTD.
April 2015 Managing Executive Officer, TOKIO MARINE & NICHIDO
FIRE INSURANCE CO., LTD.
April 2018 Advisor, TOKIO MARINE & NICHIDO FIRE INSURANCE
CO., LTD. (retired in March 2019)
June 2019 Outside Director, Audit and Supervisory Committee Member,
MAZDA MOTOR CORPORATION (to the present)
June 2021 Director, the Company (to the present)[Significant concurrent positions]
Outside Director, Audit and Supervisory Committee Member, MAZDA
MOTOR CORPORATION

Date of birth:
July 6, 1953
(69 years old)
Reappointment
Outside Director
Independent Officer

Number of shares of the Company held: 100 shares
Number of years served as the Company’s Outside Director: 2 years[Reasons for nomination as a candidate for Outside Director and expected roles]
Ms. Hiroko Shibasaki has not only considerable experience in different lines of businesses and industries but
also deep insights in marketing and risk management. Using her wealth of experience and knowledge, she
has provided constructive opinions and recommendations at the Board of Directors meeting from an
independent and objective standpoint and significantly contributed to the strengthening of the oversightfunctions of the Board of Directors. The Company expects that she will continue to make valuable
recommendations to strengthen the corporate governance of the Company, and therefore nominates her as a
candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Ms. Hiroko Shibasaki to limit her liability pursuant to
Article 423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement
is the minimum amount stipulated by laws and regulations. If her reappointment is approved, the Company
will continue the limited liability agreement as above with her.
[Special remarks]
1. Ms. Hiroko Shibasaki is Outside Director, Audit and Supervisory Committee Member, MAZDA MOTORCORPORATION. Although the Company has transactions with MAZDA MOTOR CORPORATION, theamount of such transactions accounted for less than 0.1% of net sales of the Company and of MAZDA
MOTOR CORPORATION in the most recent fiscal year.
2. In March 2021, the Japan Fair Trade Commission issued a recommendation to MAZDA MOTORCORPORATION, where Ms. Hiroko Shibasaki serves as Outside Director and Audit and Supervisory
Committee Member, under the Act against Delay in Payment of Subcontract Proceeds, Etc. to
Subcontractors, because the Commission found that MAZDA MOTOR CORPORATION committed an
act prohibited under the provisions of the Act (unjustly causing a subcontractor to provide economic gains
for oneself) in certain transactions implemented as part of its centralized purchasing initiative for
automotive component materials. Ms. Hiroko Shibasaki has appropriately fulfilled her duties as an
Outside Director of MAZDA MOTOR CORPORATION, making recommendations from a standpoint oflegal and regulatory compliance and compliance management and, since this incident became known,
providing advice on prevention of recurrence of such incident.
3. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 17). As Ms. Hiroko Shibasaki has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating her as an Independent Officer.

-11-

Candidate No. 8

Tatsuya Kaneko
Date of birth:
June 10, 1953
(70 years old)

Career summary, positions and responsibilities in the Company
June 2005 Managing Officer, TOYOTA MOTOR CORPORATION (retired
in June 2011)
June 2011 Director and Senior Managing Executive Officer, DAIHATSU
MOTOR CO., LTD.
June 2013 Vice President and Director, DAIHATSU MOTOR CO., LTD.
(retired in June 2015)
June 2015 Representative Director and President, TOYOTA MOTOR
KYUSHU, INC.
June 2018 Representative Director and Chairman, TOYOTA MOTOR
KYUSHU, INC. (retired in June 2021)
June 2022 Director, the Company (to the present)[Significant concurrent positions]
None

Reappointment
Outside Director
Independent Officer

Number of shares of the Company held: 3,500 shares
Number of years served as the Company’s Outside Director: 1 year
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Tatsuya Kaneko possesses not only extensive experience and outstanding oversight capabilities related
to overall corporate management cultivated through his service as Representative Director of a company ina different line of business and industry, but also expertise on production at manufacturing companies. Using
his wealth of experience and knowledge, he has provided constructive opinions and recommendations at theBoard of Directors meeting from an independent and objective standpoint to significantly contribute to thestrengthening of the oversight functions of the Board of Directors. The Company expects that he will continue
to make valuable recommendations to strengthen the corporate governance of the Company, and therefore
nominates him as a candidate for Outside Director.
[Limited liability agreement with Outside Director]
The Company has entered into an agreement with Mr. Tatsuya Kaneko to limit his liability pursuant to Article
423, Paragraph 1 of the Companies Act. The maximum amount of liability pursuant to the agreement is theminimum amount stipulated by laws and regulations. If his reappointment is approved, the Company willcontinue the limited liability agreement as above with him.
[Special remarks]
1. There are no special interests between the candidate and the Company.
2. In order to ensure the independence of Outside Officers, in addition to applying the standards prescribedby the TOKYO STOCK EXCHANGE and the FUKUOKA STOCK EXCHANGE, the Company has
established its own Independence Standards for Outside Officers (Page 17). As Mr. Tatsuya Kaneko has
been determined to satisfy the requirements under these standards, the Company has filed a notification
with the said exchanges, designating him as an Independent Officer.

-12-Proposal 2:

Determination of Amount and Details of Stock Remuneration for Directors (Excluding Directors
Serving as Audit and Supervisory Committee Members and Outside Directors)

1. Reasons for the Proposal and Reasons the Remuneration Plan is Appropriate
Although remuneration for Directors of the Company (excluding Directors serving as Audit and Supervisory
Committee Members and Outside Directors. The same applies below in this proposal.) is comprised of “fixedmonetary remuneration” and “variable monetary remuneration,” this proposal seeks to introduce a new stock
remuneration plan (hereinafter the “Plan”) which makes use of a trust for Directors, and we ask for yourapproval. The Company requests that details be left to the discretion of the Board of Directors within the range
specified in 2. Amounts and Details, etc., of Remuneration, etc., of the Plan below.
The purpose of this system is to further clarify the linkage between the remuneration for Directors and thevalue of the Company’s shares, and to raise awareness of contributing to the improvement in medium- to longterm performance and the increase in corporate value by having Directors share the profits and risks caused byshare price fluctuations with shareholders.
This proposal seeks to newly pay “fixed stock remuneration” to Directors in office in the period of the threefiscal years from the fiscal year ending March 31, 2024 to the fiscal year ending March 31, 2026 (hereinafter
the “Target Period”) separate from the current “remuneration limit (no more than 700 million yen per year (ofwhich, 50 million yen per year for Outside Directors)) for Directors (excluding Directors serving as Audit andSupervisory Committee Members).”
The Company has resolved to revise the “Policy on determining the details of individual remuneration, etc.,
for Directors” at the Board of Directors meeting held on March 29, 2023, subject to the approval of this
proposal. The details of this proposal are judged to be appropriate as payment will be made based on the policy
after said change and the details are necessary and reasonable to achieve the purpose of the Plan.
If Proposal 1 is approved as proposed, five (5) Directors will be eligible under the Plan.
Furthermore, although this proposal has been reviewed by the Audit and Supervisory Committee, there wereno unusual opinions.
(*If this proposal is approved as proposed, we plan to introduce a similar stock remuneration plan for Executive
Officers.)
2. Amounts and Details, etc., of Remuneration, etc., of the Plan
(1) Outline of the Plan
The Plan is a stock remuneration plan where a trust established by the Company through the contributionof money (hereinafter the “Trust”) acquires the Company’s shares, and the number of the Company’s sharesequivalent to the number of points that the Company grants to each Director will be delivered to each Director
through the Trust.
Furthermore, in principle, Directors (in this case including Directors serving as Audit and Supervisory
Committee Members) will receive delivery of the Company’s shares when the Director retires.
(1)

Eligible persons of the Plan

(2)

Target Period(3)

Maximum amount of money
contributed by the Company
as a source of capital for theCompany’s shares necessary
to deliver the (1) eligible
persons during the (2) Target
Period of three fiscal years
Method of acquiring theCompany’s shares
Maximum number of points
awarded to the (1) eligible
persons
Basis for granting points

(4)
(5)
(6)

Directors (excluding Directors serving as Audit and Supervisory
Committee Members and Outside Directors)
From the fiscal year ending March 31, 2024
To the fiscal year ending March 31, 2026
(The Target Period may be extended by determination of the Boardof Directors)
Total of 180 million yen(If the Target Period is extended, the maximum amount is the numberof fiscal years extended multiplied by 60 million yen)

Method of disposal of treasury stock or method of acquisition on theexchange market (including Off-Hours trading)
25,000 points per fiscal year
Points are awarded according to position, etc.

-13-

(7)

Timing of delivery of theCompany’s shares to the (1)eligible persons

In principle, at the time of retirement(2) Maximum amount of money contributed by the Company
The initial trust period of the Trust shall be approximately three years, and during the Target Period, theCompany shall contribute a maximum monetary total of 180 million yen as remuneration for Directors serving
as funds for the acquisition of the Company’s shares necessary to be delivered to Directors based on the Plan,and establish the Trust with Directors who will acquire beneficial interests as described in (3) (iii) below as
beneficiaries. The Trust shall acquire the Company’s shares using the money entrusted by the Company as asource of funds by the method of disposal of the Company’s treasury stock or the method of acquisition on
the exchange market (including Off-Hours trading).
Note:

In addition to the above-mentioned funds for the acquisition of the Company’s shares, necessary
expenses such as trust fees and trust manager fees will also be entrusted. In addition, if a stock
remuneration plan similar to the Plan is introduced to the Company’s Executive Officers as describedabove, the Company will also entrust the funds for the acquisition of the Company’s shares necessary
for delivery to such persons based on the Plan.

Furthermore, by determination of the Board of Directors of the Company, in addition to extending theTarget Period for a period of no more than five fiscal years each time, the trust period of the Trust may be
extended accordingly (This includes substantially extending the trust period by transferring the trust propertyof the Trust to a trust established by the Company that has the same purpose as the Trust. The same applies
below.) to continue the Plan. In this case, the Company will make an additional contribution to the Trust asadditional acquisition funds for the Company’s shares necessary to be delivered to Directors under the Plan
during the period covered by the extension, up to the amount obtained by multiplying the number of fiscal
years for the applicable period by 60 million yen, and will continue to grant points and deliver the Company’s
shares as described in (3) below.
In addition, even if the Target Period is not extended and the Plan is not continued as described above, if
there is a Director (in this case including Directors serving as Audit and Supervisory Committee Members)
who has already been granted points but has not yet retired at the expiration of the trust period, the trust periodof the Trust may be extended until the Director retires and the delivery of the Company’s shares is completed.
(3) Calculation method and maximum number of the Company’s shares to be delivered to Directors(i) Method of granting points to Directors, etc.
Based on the stock delivery regulations set by the Board of Directors of the Company, the Company
will grant points to each Director according to his or her position, etc., on the date of the point grant
stipulated in the stock delivery regulations during the trust period. However, the total number of points
granted by the Company to Directors shall be a maximum of 25,000 points per fiscal year.
(ii) Delivery of the Company’s shares according to the number of points granted
Directors shall receive the Company’s shares in accordance with the procedures in (iii) below
according to the number of points granted in (i) above. However, in the event that a Director resigns due
to damaging the Company, all or part of the points granted up to that point may be cancelled by resolutionof the Board of Directors, and the Company’s shares in proportion to the cancelled points may not bedelivered.
One point shall be one share of the Company’s shares. However, in the event in which it is deemed
reasonable to adjust the number of shares of the Company to be delivered, such as a share split orconsolidation of shares, the number of shares of the Company per point shall be adjusted in accordancewith the split ratio, consolidation ratio, etc.
(iii) Delivery of shares of the Company to Directors
In principle, each Director (in this case including Directors serving as Audit and Supervisory
Committee Members) acquires the beneficial interests of the Trust by following the prescribed proceduresat the time of retirement, and as the beneficiary of the Trust, receives the Company’s shares described in(ii) above from the Trust.
However, of these, a certain percentage of the Company’s shares may be sold and exchanged for moneyin the Trust for the purpose of the Company withholding at the source tax funds such as withholding
income tax, and then delivered as money in place of the Company’s shares. In addition, if the Company’s
shares in the Trust are exchanged for money, such as when the Company’s shares in the Trust are
submitted for a tender offer and settled, they may be delivered in cash instead of the Company’s shares.
-14-

(4) Exercise of voting rights
Voting rights pertaining to the Company’s shares in the Trust shall not be uniformly exercised basedon the instructions of the trust administrator, who is independent from the Company and the Company’s
Officers. This approach is taken to ensure neutrality to the management of the Company in the exercise
of voting rights of the Company’s shares in the Trust.
(5) Dividends
The Trust will receive dividends from the Company’s shares held in the Trust and allocate them to thepayment of the costs for acquiring the Company’s shares or to the trust fees for the trustee of the Trust,etc.
<Reference>
Subject to the approval of this proposal, the Company has resolved the following policy on determining
the details of individual remuneration, etc., for Directors (excluding Directors serving as Audit andSupervisory Committee members) at the Board of Directors meeting held on March 29, 2023.
[Policy on determining the details of individual remuneration, etc., for Directors]
1. Basic policy
We position the remuneration plan for Officers as an important element of “fair treatment” for Officers
who are responsible for the development of the Company, and have the following basic policy.
(1) The details must be appropriate for appointing and securing excellent human resources who willrealize our corporate philosophy.
(2) The details must contribute to the stable and sustainable improvement of corporate value.
(3) The remuneration plan shall be highly independent, objective, and transparent, and the details shallbe accountable to various stakeholders.
2. Level of remuneration
In consideration of the business environment surrounding the Company, the salary level of employees,
and the level of remuneration for officers of other companies, incentives are set to improve performance.
3. Procedure for determining remuneration(1) The system of remuneration for Officers and the amount of individual remuneration shall bedeliberated by the Remuneration Advisory Committee, a majority of which is composed ofIndependent Outside Directors, and determined by the Board of Directors.
(2) The Board of Directors resolves that the amount of individual remuneration for Officers shall be
entrusted to the Executive Officer Representative President, and he/she shall make a decision basedon the report of the Remuneration Advisory Committee.
4. Compensation structure(1) Directors (excluding Directors serving as Executive Officers and Directors serving as Audit andSupervisory Committee Members)
Remuneration shall be fixed monetary remuneration and fixed stock remuneration determined foreach position, and no bonuses or retirement benefits shall be paid. Furthermore, the ratio of fixedmonetary remuneration to fixed stock remuneration shall be approximately 90:10, and Outside
Directors (excluding Directors serving as Audit and Supervisory Committee Members) shall receive
only fixed monetary remuneration in light of their duties.
(2) Directors serving as Executive Officers
Remuneration shall be fixed monetary remuneration, variable monetary remuneration, and fixed
stock remuneration determined for each position, and no bonuses or retirement benefits shall be paid.
Furthermore, when 100% of the performance targets are achieved, the ratio of fixed monetary
remuneration to variable monetary remuneration to fixed stock remuneration shall be approximately
60:30:10.

-15-

5. Details of each remuneration(1) Fixed monetary remuneration
A certain amount of basic remuneration determined for each position is fixed monthly
remuneration.
(2) Variable monetary remuneration
Variable monetary remuneration shall be provided by adding or subtracting the monthly
remuneration for the next fiscal year according to the degree of achievement of the performancetargets for each fiscal year, and the degree of achievement of the performance-linked base amountdetermined by position shall be calculated based on the degree of achievement of the “consolidated
net sales” and “consolidated ordinary profit” targets for each fiscal year, as well as the results ofindividual evaluations for each fiscal year. The target “consolidated net sales” and “consolidated
ordinary profit” are determined by the Board of Directors based on the figures announced every fiscal
year.
(3) Fixed stock remuneration
For the purpose of providing incentives for the improvement in medium- to long-term performanceand the increase in corporate value, points equivalent to the number of shares determined by position
shall be awarded at a certain time each year, and at the time of retirement, the Company’s shares shallbe delivered according to the cumulative number of points.

-16-

(Reference)
1. Policy and Procedures for Nomination of Candidates for Directors
In order to ensure transparency in decision-making, and independence and objectivity of the functions of theBoard of Directors, the Company shall establish a Nomination Advisory Committee consisting of three (3) ormore Directors including at least one (1) independent Outside Director. The Nomination Advisory Committee
shall resolve proposals for nomination of candidates for Directors and for dismissal of Directors (excluding
Directors serving as Audit and Supervisory Committee Members), and submit such proposals to the Board of
Directors.
(1) Nomination of candidates for Directors (excluding Directors serving as Audit and Supervisory Committee
Members)
Based on the proposals of the Nomination Advisory Committee, the Board of Directors shall nominate fromwithin the Company capable individuals who have the experience, knowledge, and a proven track record in thetechnology, sales, and/or administration areas as candidates for Directors (excluding Directors serving as Audit
and Supervisory Committee Members), and shall nominate individuals who have been determined to satisfy theCompany’s “Independence Standards for Outside Officers” as well as requirements under applicable laws andregulations, and who are expected to provide guidance and advice to the Company from a global perspective
based on their extensive experience and broad knowledge as corporate managers as candidates for independent
Outside Directors.
(2) Nomination of candidates for Directors serving as Audit and Supervisory Committee Members
Based on the proposal of the Nomination Advisory Committee, the Board of Directors shall nominate
individuals from within the Company who are well versed in the Company’s business and overall operations
and are capable of overseeing and supervising overall management and providing valuable opinions at important
meetings, including meetings of the Audit and Supervisory Committee and meetings of the Board of Directors
as candidates for Audit and Supervisory Committee Members, and shall nominate individuals who have been
determined to satisfy the requirements prescribed by the Companies Act and have extensive experience andbroad knowledge as candidates for Outside Audit and Supervisory Committee Members.
2. Independence Standards for Outside Officers
An Outside Officer is determined to be independent by the Company if none of the following attributes applies
to the Outside Officer himself/herself, his/her spouse, or his/her first or second-degree relative:(1) A person who is an executive of the Company or a group company of the Company or was an executive of
the Company or a group company of the Company within the past 10 years prior to his/her appointment as
an Outside Officer.
(2) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has made payments to the Company representing morethan 2% of non-consolidated net sales of the Company in that fiscal year; or a person who is an executiveof a financial institution, which provides indispensable financing to the Company, and cannot be easily
replaced because of the Company’s reliance on the financing from such institution.
(3) A person who is an executive of a corporation that is a business partner of the Company, and in any of themost recent three past fiscal years of the Company, has received payments from the Company representing
more than 5% of non-consolidated net sales of such corporation in its most recent fiscal year.
(4) A person who received remuneration exceeding 10 million yen directly from the Company in any of themost recent three past fiscal years of the Company for providing professional services concerning law,accounting, tax affairs, or consulting services to the Company (excluding compensation as Director of theCompany) (If the recipient of such remuneration is an organization, a person who is affiliated with suchorganization).
(5) A person who belongs to an organization or an entity that received a donation or aid exceeding 10 million
yen in any of the most recent three past fiscal years of the Company.
(6) A person who is an executive of a corporation that is a shareholder of the Company which substantiallyowns 10% or more of the voting rights of the Company.
[Note]“Executive” means an executive director, executive officer, other staff members or employee.

-17-(Reference)
Skills Matrix of the Board of Directors after the Annual General Meeting of Shareholders* If the election of each candidate is approved as originally proposed, the expertise and experience of the Directors
will be as below. Note that some of the “Positions and responsibilities” and appointment of members, etc., of theNomination Advisory Committee and the Remuneration Advisory Committee are to be formally determined at theBoard of Directors meeting and Audit and Supervisory Committee meeting after this General Meeting of
Shareholders.
Expected skill areas

Name

Ichirou Fujii

Positions and responsibilities

Director andChairman

Nomina- Remunera- Corporate
manageLegal/
tion
tion
ment/
Finance/
Risk
Advisory Advisory
Committee Committee Manage- Accounting management
ment
strategy

Male

✓

✓

✓

Kazuyuki Ishibashi Representative

Male

✓

✓

✓

Masaaki Jono

Male

✓

Male

✓

Male

✓

✓

HR andlabor
Sustainaffairs/
Sales/ Technology/
Globalability/HR
Marketing R&D/safety
experience
ESG/DXdevelopment✓✓

Executive Officer

Keizo Fukui
Tomoyuki Oshima

President
Representative
Director and Vice
President
Executive Officer
Director and Senior
Managing
Executive Officer
Director and Senior
Managing
Executive Officer

Sumio Kuratomi

Director

Hiroko Shibasaki

Director

Tatsuya Kaneko

Director

Shinji Kato
Yukinori
Michinaga
Toru Yoshizako
Hidetoshi Soeda

OutsideIndependent

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓
✓

✓

✓

✓

✓

✓

Male
OutsideIndependent
FemaleOutsideIndependent

✓

✓

✓

✓

✓

✓

✓

✓

Male
Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member
Director, Audit andSupervisory
Committee Member

Full-time
Male
OutsideIndependent

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Male
OutsideIndependent

✓

✓

✓

✓

Male
OutsideIndependent

Male(Note) This matrix does not represent all the expertise and experience possessed by Directors (candidates).

-18-✓✓