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 3 2024
(Date of commencement of electronic provision measures: May 31, 2024)
To Shareholders with Voting Rights:
Kazuyuki Ishibashi
Executive Officer
Representative President
KYUDENKO CORPORATION
1-23-35 Nanokawa,
Minami-ku, Fukuoka City, JapanNOTICE OF
THE 96TH 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 96th 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/ir/ir_stock/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.
The Portal of Shareholders’ Meeting® (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 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 5:20 p.m. on Tuesday, June 25, 2024, Japan standard time.
1. Date and Time:

Wednesday, June 26, 2024 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

3. Meeting Agenda:-1-Matters to be reported: 1. The Business Report, Consolidated Financial Statements and Nonconsolidated Financial Statements for the Company’s 96th Fiscal Year (April
1, 2023 - March 31, 2024)
2. Results of audits by the Accounting Auditor and the Audit and Supervisory
Committee of the Consolidated Financial Statements for the Company’s 96th
Fiscal Year
Proposals to be resolved:
Election of Eight (8) Directors (Excluding Directors Serving as Audit andProposal 1:
Supervisory Committee Members)
Election of Four (4) Directors Serving as Audit and Supervisory Committee
Proposal 2:
Members
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/ir/ir_stock/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 Board of
Directors meeting

Director and Chairman
Chairman of Board of Directors
Executive Officer Representative
President
Representative Director and Vice
President Executive Officer
Director, Senior Managing
Executive Officer
Responsible for administration(legal affairs, compliance, andinternal controls) and financial
affairs
Director, Senior Managing
Executive Officer
Representative, Tokyo Head
Office and General Manager,
Technology Div.

90.0%
(9 out of 10 meetings)

No.

Name

1

Ichirou Fujii

Male

Reappointment

2

Kazuyuki Ishibashi

Male

Reappointment

3

Masaaki Jono

Male

Reappointment

4

Keizo Fukui

Male

Reappointment

5

Tomoyuki Oshima

Male

Reappointment

6

Sumio Kuratomi

Male

Reappointment
Outside Director
Independent Officer

Outside Director

92.3%(12 out of 13 meetings)

7

Hiroko Shibasaki

FemaleReappointment
Outside Director
Independent Officer

Outside Director

100.0%(13 out of 13 meetings)

8

Tatsuya Kaneko

MaleReappointment
Outside Director
Independent Officer

Outside Director

100.0%(13 out of 13 meetings)

100.0%(13 out of 13 meetings)
100.0%(13 out of 13 meetings)

100.0%(10 out of 10 meetings)

100.0%(10 out of 10 meetings)

Notes: 1. The percentages of attendance at the Board of Directors meetings indicated for Mr. Ichirou Fujii, Mr. Keizo Fukui,
and Mr. Tomoyuki Oshima reflect the Board of Directors meetings held after they assumed office as Directors on
June 28, 2023.
2. The responsibilities are as of April 1, 2024.
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 45 (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 number of shares of the Company held by each candidate in the following pages include his/her own shares inKyudenko Officers Shareholding Association and the stock compensation program.
5. 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
(67 years old)

Career summary, positions and responsibilities in the Company
June 2012 Executive Officer, Head of 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, Business Solutions Management Div., KYUSHUELECTRIC POWER CO., INC.
(Retired in June 2023)
June 2023 Director and Chairman, the Company (to the present)
Chairman of Board of Directors[Significant concurrent position]
Outside Auditing Director, NISHI-NIPPON RAILROAD CO., LTD.
(scheduled to retire in June 2024)
Number of shares of the Company held: 2,049 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 Chairman to effectively operate Board of Directors meetings and demonstrateleadership 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.
Reappointment-5-

Candidate No. 2

Kazuyuki Ishibashi
Date of birth:
March 8, 1959
(65 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 position]
None
Number of shares of the Company held: 28,846 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
(69 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
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 position]
None
Number of shares of the Company held: 30,265 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
(66 years old)
Reappointment

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, 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
June 2023 Director, Senior Managing Executive Officer, the Company (tothe present)
Responsible for administration (legal affairs, compliance, andinternal controls) and financial affairs[Significant concurrent position]
None
Number of shares of the Company held: 24,583 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 Div. ofTokyo 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
(65 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
June 2023 Director, Senior Managing Executive Officer, Representative,
Tokyo Head Office and General Manager, Technology Div., theCompany (to the present)[Significant concurrent position]
None
Number of shares of the Company held: 25,670 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 Div.
of Tokyo Head Office. In these positions, he has been engaged in expanding the scope of business in theTokyo 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 asa candidate for Director.
[Special remarks]
There are no special interests between the candidate and the Company.
Reappointment-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
(70 years old)

[Significant concurrent positions]Representative Director and Chairman, NISHI-NIPPON RAILROAD CO.,LTD.
Chairman, GENERAL INCORPORATED ASSOCIATION KYUSHU
Reappointment
ECONOMIC FEDERATION
Outside Director
Outside Director, THE TORIGOE CO., LTD.
Independent Officer
External Director, Audit & Supervisory Committee Member, THE BANK OFFUKUOKA, LTD.
Number of shares of the Company held: 1,302 shares
Number of years served as the Company’s Outside Director: 8 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 0.2% 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 18). 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 position]
Outside Director, Audit and Supervisory Committee Member, MAZDA
MOTOR CORPORATION

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

Number of shares of the Company held: 310 shares
Number of years served as the Company’s Outside Director: 3 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 18). 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
(71 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 position]
None

Reappointment
Outside Director
Independent Officer

Number of shares of the Company held: 4,103 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]
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 and significantly contributed tofurther strengthening of the oversight functions of the Board of Directors. The Company expects that he willcontinue to make valuable recommendations to strengthen the corporate governance of the Company, andtherefore 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 18). 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:

Election of Four (4) Directors Serving as Audit and Supervisory Committee Members

The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, the Company would like topropose that four (4) Directors serving as Audit and Supervisory Committee Members be elected.
The candidates for Directors serving as Audit and Supervisory Committee Members have been determinedby the Board of Directors based on the recommendations of the Nomination Advisory Committee. This
proposal has been approved by the Audit and Supervisory Committee.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows.
No.

Name

Current positions andresponsibilities in the Company

Attendance atBoard ofDirectors
meeting

Attendance at
Audit andSupervisory
Committee
meeting

1

Shinji Kato

Male

Reappointment

Director, Audit and Supervisory
Committee Member

100%(13 out of 13
meetings)

100.0%(12 out of 12
meetings)

2

Hidetoshi
Soeda

Male

Reappointment
Outside Director
Independent Officer

Outside Director, Audit andSupervisory Committee Member

100%(13 out of 13
meetings)

100.0%(12 out of 12
meetings)

3

Takuji KatoMale

New appointment
Outside Director
Independent Officer

—

—

—

4

Ryoko Torii

FemaleNew appointment
Outside Director
Independent Officer

—

—

—

Notes: 1. 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 45 (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.
2. The number of shares of the Company held by each candidate in the following pages include his/her own shares inKyudenko Officers Shareholding Association.
3. The age of each candidate in the following pages is as of the conclusion of this General Meeting of Shareholders.

-13-Candidate No. 1

Shinji Kato
Date of birth:
August 6, 1959
(64 years old)

Career summary, positions and responsibilities in the Company
April 1982 Joined the Company
April 2012 General Manager, Corporate Planning Div., the Company
April 2013 General Manager, Corporate Strategic Planning Office, theCompany
July 2015 General Manager, Corporate Strategic Planning Office, andGeneral Manager, Related Business Office, the Company
April 2016 General Manager, Corporate Strategic Planning Office, theCompany
April 2017 President of Kyudenko Academy, Human Resources and Labor
Affairs Div., the Company
June 2019 Audit & Supervisory Board Member, the Company
June 2022 Director, Audit and Supervisory Committee Member, theCompany (to the present)[Significant concurrent position]
None

Reappointment

Number of shares of the Company held: 6,905 shares[Reasons for nomination as a candidate for Director serving as Audit and Supervisory Committee Member]
Since joining the Company, Mr. Shinji Kato has been mainly engaged in duties in the finance and accounting
division, thus having extensive knowledge in such field. He also has extensive familiarity with managementof a company group such as by being involved in the corporate planning division. The Company expects that
he will contribute to governance enhancement, and therefore nominates him as a candidate for Director
serving as Audit and Supervisory Committee Member.
[Special remarks]
There are no special interests between the candidate and the Company.

-14-

Candidate No. 2

Hidetoshi Soeda
Date of birth:
March 20, 1955
(69 years old)
Reappointment
Outside Director
Independent Officer

Career summary, positions and responsibilities in the Company
January 2008 Executive Officer, SEIKO ELECTRIC CO., LTD.
March 2010 Senior Executive Officer, SEIKO ELECTRIC CO., LTD.
March 2011 Senior Executive Officer, Head of Tokyo Branch Office,
SEIKO ELECTRIC CO., LTD.
March 2012 Director and Senior Executive Officer, Head of Tokyo Branch
Office, SEIKO ELECTRIC CO., LTD.
March 2013 Director and Senior Executive Officer, General Manager ofSales & Marketing Div., Head of Tokyo Branch Office, SEIKO
ELECTRIC CO., LTD.
March 2015 Director and Managing Executive Officer, General Manager ofSales & Marketing Div., Head of Tokyo Branch Office, SEIKO
ELECTRIC CO., LTD.
March 2018 President and Representative Director, General Manager ofSales & Marketing Div., SEIKO ELECTRIC CO., LTD.
March 2019 President and Representative Director, SEIKO ELECTRIC
CO., LTD. (to the present)
June 2021 Audit & Supervisory Board Member, the Company
June 2022 Director, Audit and Supervisory Committee Member, theCompany (to the present)[Significant concurrent position]
President and Representative Director, SEIKO ELECTRIC CO., LTD.
Number of shares of the Company held: 0 shares
Number of years served as the Company’s Outside Director: 2 years[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee
Member and expected roles]
Mr. Hidetoshi Soeda has extensive experience and broad knowledge as a corporate manager, and has madecontributions to strengthening the oversight functions in the Company by providing useful input at the Boardof Directors meetings and other relevant meetings. The Company expects that he will continue to contributein strengthening its governance, and therefore nominates him as a candidate for Outside Director serving as
Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Members]
The Company has entered into an agreement with Mr. Hidetoshi Soeda 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. Hidetoshi Soeda is President and Representative Director of SEIKO ELECTRIC CO., LTD., and theCompany holds 9.20% shares in the company. Although the Company has transactions with SEIKO
ELECTRIC CO., LTD., the amount of such transactions accounted for less than 1.5% of net sales of theCompany and of SEIKO ELECTRIC 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 18). As Mr. Hidetoshi Soeda 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.

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Candidate No. 3

Takuji Kato
Date of birth:
December 6, 1962
(61 years old)

Career summary, positions and responsibilities in the Company
April 2018 Executive Officer, Deputy Head of Energy Sales andMarketing Div., SAIBU GAS CO., LTD.(currently SAIBUGAS HOLDINGS CO., LTD.)
April 2020 Associate Senior Executive Officer, Senior General Manager
of Energy Sales and Planning Dept., SAIBU GAS CO., LTD..
April 2021 Associate Senior Executive Officer, SAIBU GAS HOLDINGS
CO., LTD.
June 2021 Director and Associate Senior Executive Officer, SAIBU GASHOLDINGS CO., LTD.
April 2024 Representative Director and President, President and Executive
Officer, SAIBU GAS HOLDINGS CO., LTD.(to the present)[Significant concurrent positions]Representative Director and President, President and Executive Officer,
SAIBU GAS HOLDINGS CO., LTD.
Director (outside), KROSAKI HARIMA CORPORATION (scheduled to takeoffice in June 2024)

New appointment
Outside Director
Independent Officer

Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee
Member and expected roles]
Mr. Takuji Kato has broad knowledge as a corporate manager, as well as personality and knowledge suitablefor Outside Director of the Company. Expecting him to, by using such extensive experience and knowledge,
provide useful opinions and recommendations on our business from independent and objective perspective,
and contribute to strengthening the Company's governance, the Company nominates him as a candidate for
Outside Director serving as Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Members]
If the election of Mr. Takuji Kato is approved, the Company will enter into an agreement with him
to limit his liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. Mr. Takuji Kato is Representative Director and President, President and Executive Officer, SAIBU GASHOLDINGS CO., LTD. Although the Company has transactions with the SAIBU GAS GROUP, theamount of such transactions accounted for less than 0.1% of net sales of the Company, and less than 2.4%of net sales of SAIBU GAS HOLDINGS 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 18). As Mr. Takuji Kato has been
determined to satisfy the requirements under these standards, the Company will file a notification withthe said exchanges, designating him as an Independent Officer.

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Candidate No. 4

Career summary, positions and responsibilities in the Company
October 2001 Registered with the Osaka Bar Association as an attorney
Joined Himawari Law OfficeNovember 2004 Switched registration to Fukuoka Bar Association
Joined Oumi Law Office (to the present)[Significant concurrent positions]
Attorney at law (Oumi Law Office)Outside Director, TAKADA CORPORATION
Outside Director serving as Audit & Supervisory Committee Member,
MUROMACHI CHEMICALS INC.

Ryoko Torii(Name on the family
register: Ryoko
Nagahara)
Date of birth:
April 28, 1975
(49 years old)
New appointment
Outside Director
Independent Officer

Number of shares of the Company held: 0 shares[Reasons for nomination as a candidate for Outside Director serving as Audit and Supervisory Committee
Member and expected roles]
Belonging to the law office engaged mainly in corporate legal affairs, Ms. Ryoko Torii has extensive
experience and expertise related to overall legal affairs as an attorney-at-law, as well as personality andknowledge suitable for Outside Director of the Company. Expecting her to, by using such extensive
experience and knowledge, provide useful opinions and recommendations on our business from independentand objective perspective, and contribute to strengthening the Company's governance, the Company
nominates her as a candidate for Outside Director serving as Audit and Supervisory Committee Member.
[Limited liability agreement with Outside Director serving as Audit and Supervisory Committee Members]
If the election of Ms. Ryoko Torii is approved, the Company will enter into an agreement with her
to limit her liability pursuant to Article 423, Paragraph 1 of the Companies Act. The maximum amount ofliability pursuant to the agreement is the minimum amount stipulated by laws and regulations.
[Special remarks]
1. Ms. Ryoko Torii is Outside Director of TAKADA CORPORATION. Although the Company has
transactions with TAKADA CORPORATION, the amount of such transactions accounted for less than
0.1% of net sales of the Company and TAKADA CORPORATION in the most recent fiscal year.
2. Although Ms. Ryoko Torii has not been involved directly in corporate management, the Company believes
that she will appropriately execute duties as Outside Director serving as Audit and Supervisory Committee
Member with her knowledge and experience as an attorney-at-law.
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 18). As Ms. Ryoko Torii has been
determined to satisfy the requirements under these standards, the Company will file a notification withthe said exchanges, designating her as an Independent Officer.

-17-

(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.

-18-

(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 at the Company” and appointment of members, etc., of theNomination Advisory Committee and the Remuneration Advisory Committee are to be formally determined at
the Board of Directors meeting and Audit and Supervisory Committee meeting after this General Meeting of
Shareholders.
Expected skill areas
Nomina- Remunera- Corporate
manageLegal/
HR andSustaintion
tion
Technology/
Positions at the Company Advisory Advisory
ment/
Finance/
Risk labor affairs/
Sales/
ability/
R&D/
Committee Committee Manage- Accounting manage- HR develop- Marketing
ESG/
safety
ment
ment
ment
DX
strategy

Name

Ichirou
Fujii

Male

Kazuyuki
Ishibashi

Male

Masaaki
Jono

Male

Keizo
Fukui

Male

Tomoyuki
OshimaMale

Sumio
Kuratomi

HirokoShibasaki

Tatsuya
KanekoShinji
Kato

Hidetoshi
Soeda

Takuji
Kato

Ryoko
Torii

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

OutsideDirector
Independent
Officer
OutsideDirectorFemale Outside Director
Independent
Officer
OutsideDirector
Male Outside Director
Independent
Officer
Director
Audit andMale Supervisory
Full-time
Committee
MemberOutside Director
OutsideAudit and
Director
Male Supervisory
Independent
Committee
OfficerMemberOutside Director
OutsideAudit and
Director
Male Supervisory
Independent
Committee
OfficerMemberOutside Director
OutsideAudit and
DirectorFemale Supervisory
Independent
Committee
OfficerMemberMale

Outside Director

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✓

✓

✓

✓

✓

✓

✓

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

-19-

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Globalexperience✓✓✓