This document has been translated from a part of the Japanese original for reference purposes only. In theevent of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translation.
Securities Code: 7259
May 27, 2022
To Those Shareholders with Voting Rights
Moritaka Yoshida
President
AISIN CORPORATION
1, Asahi-machi 2-chome, Kariya-shi
Aichi, JapanNOTICE OF THE 99th ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 99th Ordinary General Meeting of Shareholders of AISINCORPORATION (hereinafter, the “Company”). The meeting will be held as described below.
If you are unable to attend the meeting, you can exercise your voting rights by mailing the enclosed Voting
Rights Exercise Form or via the Internet. Please review the Reference Documents for the General Meetingof Shareholders (pages 2 through 15, and exercise your voting rights no later than 5:30 p.m. on Thursday,June 16, 2022.
1. Date and Time:

Friday, June 17, 2022 at 10:00 a.m.

2. Place:

The Company’s KYODOKAN Hall
36, Hachiken-cho 2-chome, Kariya-shi, Aichi

3. Agenda of the Meeting:
Matters to be reported: The Business Report, the Financial Statements, the Consolidated Financial
Statements, and the audit results of the Consolidated Financial Statements by the
Accounting Auditor and the Audit & Supervisory Board for the 99th Fiscal Term(from April 1, 2021 to March 31, 2022).
Proposals to be resolved:
Proposal No. 1: Partial Amendments to the Articles of Incorporation
Proposal No. 2: Election of Eight Directors
Proposal No. 3: Election of One Audit & Supervisory Board Member
Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member-1-Reference Documents for the General Meeting of Shareholders
Proposals and references
Proposal No. 1: Partial Amendments to the Articles of Incorporation
1. Reason for the Proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of
the Act Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September
1, 2022, the Company proposes to make the following changes to its Articles of Incorporation in
preparation for the introduction of the system for providing informational materials for the general
meeting of shareholders in electronic format.
(1) Article 18, paragraph 1 in Proposed Amendments below will stipulate that the Company shall takemeasures for providing information that constitutes the content of reference documents for thegeneral meeting of shareholders, etc., in electronic format.
(2) Article 18, paragraph 2 in Proposed Amendments below will establish the provision to limit thescope of the items to be stated in the paper-based documents to be delivered to shareholders whorequested the delivery of paper-based documents.
(3) Since the provisions for Internet Disclosure and Deemed Provision of Reference Documents for
the General Meeting of Shareholders, Etc. (Article 18 of the current Articles of Incorporation) will
no longer be required, they will be deleted.
(4) Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions regarding the effective date, etc. will be established.
2. Details of the Amendments
Details of the amendments are as follows:(Underlined parts are amended.)
Proposed Amendments

Current Articles of Incorporation
Article 18 (Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)(Deleted)

When the Company convenes a general meeting ofshareholders, if it discloses information that is to bestated or presented in the reference documents for thegeneral meeting of shareholders, business report,
financial statements and consolidated financial
statements through the internet in accordance with theprovisions prescribed by the Ministry of Justice
Order, it may be deemed that the Company has
provided this information to shareholders.
(Newly established)

Article 18 (Measures, etc. for Providing Information inElectronic Format)
1.

When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.

2.

Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

-2-

Current Articles of Incorporation(Newly established)

Proposed Amendments
SUPPLEMENTARY PROVISION(Transitional Measures, etc. for Providing Information inElectronic Format)
1.

The deletion of Article 18 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, Etc.) in the preamended Articles of Incorporation and the establishmentof the new Article 18 (Measures, etc. for Providing
Information in Electronic Format) in the amended
Articles of Incorporation shall be effective from the dateof enforcement of the revised provisions provided for in
the proviso to Article 1 of the Supplementary Provisionsof the Act Partially Amending the Companies Act (ActNo. 70 of 2019) (hereinafter referred to as the “Date of
Enforcement”).

2.

Notwithstanding the provision of the preceding
paragraph, Article 18 of the pre-amended Articles ofIncorporation shall remain effective regarding any
general meeting of shareholders held on a date within six
months from the Date of Enforcement.

3.

These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

-3-

Proposal No. 2: Election of Eight Directors
The term of office for all of the nine Directors of the Company will expire at the closing of this General
Meeting of Shareholders. Accordingly, the Company proposes the election of eight Directors including four
Outside Directors.
The candidates for Directors are as follows:
Candidate
No.

Name

Current Positionat the Company

Responsibilities at the Company

Attributes of the
Candidate

1

Moritaka Yoshida

President–

Reelected

2

Kenji Suzuki

Director

Chief Software & Digital Officer, Executive
General Manager of DX Strategy Center,
President of CSS Company

Reelected

3

Shintaro Ito

Director

Chief Administrative Officer, Executive
Vice President, and in charge of InternalAudit Department

Reelected
Reelected

4

Tsunekazu Haraguchi Outside Director–

Outside Director
Independent Director
Reelected

5Michiyo Hamada

Outside Director–

Outside Director
Independent Director
Female Director
Reelected

6

Seiichi Shin

Outside Director–

Outside Director
Independent Director

78

Reelected

Koji Kobayashi

Outside Director

Yoshihisa Yamamoto

Executive
Officer–
Outside Director

Chief Electric Strategy Officer, President ofPowertrain Company

Reelected: Candidate for Director to be reelected
Newly elected: Candidate for New Director
Outside Director: Candidate for Outside Director
Independent Director: Candidate for Independent Director as specified by Tokyo Stock Exchange, Inc.
Female Director: Female candidate for Director-4-

Newly elected

Candidate
No.

Name

Career summary
April 1980

Joined Toyota Motor Co., Ltd.

June 2009Managing Officer of Toyota Motor Corporation

April 2014

Senior Managing Officer of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation

June 2020

Chairman of TOYOTA CENTRAL R&D LABS., INC.

June 2021

President and Executive President of the Company (to present)

Current Position at the Company

Responsibilities at the Company

President–

The reasons why the Company elects him as a candidate for Director:
Moritaka Yoshida
1
Reelected

Mr. Moritaka Yoshida has an extensive career including as President of the Mid-size
Vehicle Company and the head of the Vehicle Development Center while serving as
Executive Vice President at Toyota Motor Corporation, and has experience as amanagement executive at TOYOTA CENTRAL R&D LABS., INC. He has been
engaged in the Company’s management as President of the Company (to present) since2021. He is recommended for the position of Director as he is expected to make use of
his extensive experience and wide-ranging insights into overall corporate management
for the management of the Company.
Date of birth:

Special interest relationship with the Company:

July 12, 1957 (64 years old)–

Important concurrent position:

Number of shares of the Company held:–

15,000 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

10/10 (100.0%)-5-Candidate
No.

Name

Career summary
April 1984

Joined Aisin-Warner Ltd.

June 2011

Director of Aisin AW Co., Ltd.

June 2013

Executive Officer of Aisin AW Co., Ltd.

April 2014

Managing Executive Officer of Aisin AW Co., Ltd.

April 2016

Senior Managing Executive Officer of Aisin AW Co., Ltd.

June 2016

Director of Aisin AW Co., Ltd.

April 2020

Executive Officer of the Company,
Executive Vice President of Aisin AW Co., Ltd.

April 2021

Executive Vice President of the Company

June 2021

Director of the Company (to present)

April 2022

Executive Officer of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Director

Chief Software & Digital Officer,
Executive General Manager of DX
Strategy Center, President of CSS
Company

Kenji Suzuki
2
Reelected

The reasons why the Company elects him as a candidate for Director:
Mr. Kenji Suzuki worked primarily in the electronic engineering field at the Company.
He has served as Director, Executive Vice President since 2021 and is presently Director,
Executive Officer (to present), and Chief Software & Digital Officer, engaged in the
Company’s management. He is recommended for the position of Director as he isexpected to make use of his extensive experience and wide-ranging insights into overall
corporate management and DX of the Company.
Date of birth:

Special interest relationship with the Company:

September 6, 1959 (62 years old)–

Important concurrent position:

Number of shares of the Company held:–

5,200 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

10/10 (100.0%)-6-

Candidate
No.

Name

Career summary
April 1983

Joined the Company

June 2010

Managing Officer of the Company

April 2017

Senior Managing Officer of the Company

April 2019

Executive Officer of the Company

April 2021

Executive Vice President of the Company

June 2021

Director of the Company (to present)

April 2022

Executive Officer of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Director

Chief Administrative Officer, Executive
Vice President, and in charge of InternalAudit Department

The reasons why the Company elects him as a candidate for Director:
Shintaro Ito
3
Reelected

Mr. Shintaro Ito worked primarily in the Managerial Administration Sector at theCompany and has management experience serving as top management of a Group
company overseas. Since 2021, he has been engaged in the Company’s management,
serving as Director and Executive Vice President, and is presently Director andExecutive Officer (to present), and Executive Vice President and Chief Administrative
Officer of the Company. He is recommended for the position of Director as he isexpected to make use of his extensive experience and wide-ranging insights into overall
corporate management for the management of the Company.
Special interest relationship with the Company:

Date of birth:
March 19, 1961 (61 years old)–

Important concurrent position:

Number of shares of the Company held:–

15,100 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

10/10 (100.0%)-7-

Candidate
No.

Name

Career summary
April 1970

Joined the Ministry of FinanceMay 1995

Director-General of Nagoya Regional Taxation Bureau

July 1996

Director-General of Kinki Local Finance Bureau

January 2001

Director-General of the Financial Bureau, the Ministry of FinanceJuly 2001

Director-General of the Planning and Coordination Bureau, theFinancial Services Agency

July 2002

Deputy Governor of National Life Finance Corporation

October 2007

Representative Director, Chairman of AEON Bank, Ltd.

March 2010

Director, Chairman of AEON Bank, Ltd.

March 2010

Co-CEO of the Financial Services Business, AEON Co., Ltd.

November 2012 Director of AEON Credit Service Co., Ltd.

Tsunekazu Haraguchi
4

March 2013

Executive Officer of AEON Co., Ltd.

April 2013

Representative Director, Chairman of AEON Financial Service Co.,Ltd.

March 2014

Representative Director, President and CEO, Chairman of AEON
Financial Service Co., Ltd.

April 2014

Director of AEON Bank, Ltd.

May 2014

Director of AEON REIT Management Co., Ltd.

June 2014

Director of the Company (to present)

June 2014

Director of AEON Financial Service Co., Ltd.

March 2018
Special Advisor of Wealth Brothers Co., Ltd. (to present)
Reelected
March 2021
Advisor of aidea Co., Ltd. (to present)
Outside Director
June 2021
Outside Director of Proroute Marumitsu Co., Ltd. (to present)
Independent Director
Current Position at the Company:
Responsibilities at the Company:
Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Tsunekazu Haraguchi has held positions such as Director-General of the Financial
Bureau, the Ministry of Finance and Director-General of the Planning and Coordination
Bureau, the Financial Services Agency, etc. He has great expertise in fiscal and financial
affairs, which he has cultivated throughout his career. He is recommended for the
position of Outside Director as he is expected to make use of his expertise andexperience accumulated throughout his career as well as his experience and insights as acorporate manager at AEON Financial Service Co., Ltd., etc. Also, he is expected toprovide supervision from an independent position and provide advice and opinions froma wide range of management perspectives to support all business operations of theCompany.
Special interest relationship with the Company:

Date of birth:
May 7, 1947 (75 years old)–

Important concurrent position:

Number of shares of the Company held:–

7,600 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

8 years (at the closing of this General
Meeting of Shareholders)

12/12 (100.0%)-8-

Candidate
No.

Name

Michiyo Hamada

Career summary
April 1974

Associate Professor at School of Law, Nagoya University

April 1985

Professor at Nagoya University

April 1999

Professor at Nagoya University Graduate School of Law

June 2004

Audit & Supervisory Board Member of the Company

April 2008

President of Nagoya University Graduate School of Law

April 2009

Commissioner of Japan Fair Trade Commission

April 2009

Professor Emeritus at Nagoya University (to present)

June 2014

Outside Corporate Auditor of TOHO GAS Co., Ltd.

June 2014

Outside Corporate Auditor of the Metropolitan Expressway Company
Limited (to present)

June 2015

Outside Director of SANGETSU Co., Ltd. (currently, Sangetsu
Corporation) (to present)

June 2016

Director of the Company (to present)

June 2020

Outside Director of TOHO GAS Co., Ltd. (to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director

5–
Reelected
The reasons why the Company elects her as a candidate for Outside Director andOutside Director
Independent Director overview of her expected role:
Ms. Michiyo Hamada has an extensive career including Professor at School of Law,
Female Director
Nagoya University, Commissioner of the Japan Fair Trade Commission, Outside Officer
of other companies, etc., and has a high degree of expertise concerning the Companies
Act and the Antimonopoly Act accumulated throughout her career.
She is recommended as Outside Director of the Company as she is expected to make useof her expertise and broad experience concerning corporate governance to provide
supervision of Company operations from a legal standpoint and independent position, as
well as advice and opinions related to corporate governance.
Special interest relationship with the Company:

Date of birth:
November 25, 1947 (74 years old)–

Important concurrent position:

Number of shares of the Company held:

Outside Director of TOHO GAS Co., Ltd.
Outside Director of Sangetsu Corporation

3,400 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

6 years (at the closing of this General
Meeting of Shareholders)

11/12 (91.7%)-9-

Candidate
No.

Name

Career summary
May 1988
April 1992

Associate Professor at Faculty of Engineering, University of Tokyo

April 1995

Associate Professor at Graduate School of Engineering, University ofTokyo

April 1998

Associate Professor at Engineering Research Institute, School ofEngineering, University of Tokyo

March 2001

Director, The Society of Instrument and Control Engineers

April 2006

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

March 2012

Director and Vice-President, The Society of Instrument and Control
Engineers and President, Control System Security Center

March 2013

Director and President, The Society of Instrument and Control
Engineers

April 2015

Professor at Faculty of Informatics and Engineering, University ofElectro-Communications

April 2018

Dean of Faculty of Informatics and Engineering, University of ElectroCommunications

April 2020

Professor Emeritus at University of Electro-Communications (topresent)

Seiichi Shin
6

Associate Professor at Institute of Information Sciences andElectronics, University of Tsukuba

October 2020
Director, Advanced Research Laboratory, Canon Medical Systems
Corporation (to present)
Reelected
Outside Director
June 2021
Director of the Company (to present)
Independent Director
Current Position at the Company:
Responsibilities at the Company:
Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Seiichi Shin has held positions including Professor at Faculty of Informatics andEngineering, University of Electro-Communications. He is recommended for the
position of Outside Director as he is expected to make use of his high level of expertisecentered on measurement engineering and control engineering and his wide-ranging
insight developed over his career to provide supervision from an independent standpoint,
as well as a wide range of advice and opinions, centered on technology development at
the Company.
Date of birth:

Special interest relationship with the Company:

May 8, 1954 (68 years old)–

Important concurrent position:

Number of shares of the Company held:

Director, Advanced Research Laboratory,
Canon Medical Systems Corporation

300 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

10/10 (100.0%)- 10 -

Candidate
No.

Name

Koji Kobayashi
7

Reelected
Outside Director

Career summary
April 1972

Joined Toyota Motor Co., Ltd.

June 2004

Managing Officer of Denso Corporation

June 2007

Senior Managing Member of the Board of Denso Corporation

June 2010

Vice President and Member of the Board of Denso Corporation

June 2015

Vice Chairman and Member of the Board of Denso Corporation

February 2016

Advisor of Toyota Motor Corporation

April 2017

Senior Advisor of Toyota Motor Corporation

January 2018

Executive Vice President of Toyota Motor Corporation
Member of the Board of Denso Corporation

June 2018

Executive Vice President and Member of the Board of Directors of
Toyota Motor Corporation

April 2020

Member of the Board of Directors and Officer of Toyota Motor
Corporation (to present) (planning to leave position of Director in June
2022)

June 2021

Director of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Outside Director–

The reasons why the Company elects him as a candidate for Outside Director andoverview of his expected role:
Mr. Koji Kobayashi is recommended for the position of Outside Director as he isexpected to make use of his extensive experience and wide-ranging expertise as amanagement executive over many years at Toyota Motor Corporation and othercompanies in the automobile industry in order to provide advice and opinions from a
broad perspective to the management of the Company.
Special interest relationship with the Company:

Date of birth:
October 23, 1948 (73 years old)–

Important concurrent position:

Number of shares of the Company held:

Officer of Toyota Motor Corporation

0 shares

Number of years since the candidate
assumed the office of Director:

Attendance to Board of Directors’Meetings:

1 year (at the closing of this General
Meeting of Shareholders)

10/10 (100.0%)- 11 -

Candidate
No.

Name

Yoshihisa Yamamoto
8
Newly elected

Career summary
April 1989

Joined Aisin AW Co., Ltd.

April 2015

Executive Officer of Aisin AW Co., Ltd.

April 2020

Senior Managing Officer of Aisin AW Co., Ltd.

April 2021

Executive Vice President of the Company

April 2022

Executive Officer of the Company (to present)

Current Position at the Company:

Responsibilities at the Company:

Executive Officer

Chief Electric Strategy Officer, Presidentof Powertrain Company

The reasons why the Company elects him as a candidate for Director:
Mr. Yoshihisa Yamamoto worked primarily in the technology development field ofPowertrain at the Company. Since 2021 he has served as Executive Vice President of theCompany and is presently Executive Officer and Chief Electric Strategy Officer,
engaged in the Company’s management. He is recommended for the position of Director
as he is expected to make use of his extensive experience and wide-ranging insights
concerning overall management and the Electric Strategy of the Company.
Date of birth:

Special interest relationship with the Company:

December 17, 1964 (57 years old)–

Important concurrent position:

Number of shares of the Company held:–

5,106 shares

Notes: 1. The Company was created by the merger of Aisin Seiki Co., Ltd. and Aisin AW Co., Ltd. (which
had changed its name from Aisin-Warner Ltd. in March 1988) and changed the company name to
AISIN CORPORATION in April 2021.
2. The age, position and responsibility of each candidate are accurate as of the date of this General
Meeting of Shareholders.
3. Mr. Tsunekazu Haraguchi, Ms. Michiyo Hamada, Mr. Seiichi Shin and Mr. Koji Kobayashi are thecandidates for Outside Directors stipulated in Article 2, Paragraph 3, Item 7 of the Ordinance for
Enforcement of the Companies Act. The Company has registered Mr. Tsunekazu Haraguchi, Ms.
Michiyo Hamada and Mr. Seiichi Shin as Independent Directors as specified by Tokyo Stock
Exchange, Inc.
4. The term of office of Mr. Tsunekazu Haraguchi as Outside Director of the Company will reacheight years at the closing of this General Meeting of Shareholders.
5. The term of office of Ms. Michiyo Hamada as Outside Director of the Company will reach six
years at the closing of this General Meeting of Shareholders.
6. The term of office of Mr. Seiichi Shin and Mr. Koji Kobayashi as Outside Directors of the Company
will reach one year at the closing of this General Meeting of Shareholders.
7. The number shown under “Attendance to Board of Directors’ Meetings” for Mr. Moritaka Yoshida,
Mr. Kenji Suzuki, Mr. Shintaro Ito, Mr. Seiichi Shin and Mr. Koji Kobayashi indicates theirattendance at the meetings that were held after their inauguration on June 18, 2021.
8. The Company has entered into agreements with Mr. Tsunekazu Haraguchi, Ms. Michiyo Hamada,
Mr. Seiichi Shin and Mr. Koji Kobayashi to limit the liability stipulated by Article 423, Paragraph
1 of the Companies Act to the amount stipulated by Article 425, Paragraph 1 of the Companies Act.
9. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form, each candidate will be covered by this insurance
policy upon taking office as Director. The Company is planning to renew this insurance policy in
September 2022.

- 12 -

Proposal No. 3: Election of One Audit & Supervisory Board Member
The term of office of Audit & Supervisory Board Member Hikaru Takasu will expire at the closing of this
General Meeting of Shareholders. Therefore, the Company proposes the election of one Audit & Supervisory
Board Member. The Audit & Supervisory Board has already approved this Proposal No. 3.
The candidate for Audit & Supervisory Board Member is as follows:
Name

Career summary
April 1982

Joined the Nagoya City Hall, Board of Education

January 1986

Joined Audit Corporation Ito Kaikei Jimusho

March 1989

Registered as a Certified Public Accountant

May 1995

Director, Ito Management Consultant Co. Ltd.

July 2005

Representative Partner Chuo Aoyama Audit Corporation

August 2007

Representative Partner, AZSA & Co. (current KPMG AZSA LLC)

July 2010

Partner, KPMG AZSA LLC (to present) (planning to leave position in June
2022)

Katsuhiro Kashiwagi

Current Position at the Company:
Newly elected
Outside Audit &Supervisory Board
MemberIndependent–
The reasons why the Company elects him as a candidate for Outside Audit & Supervisory Board
Member:Mr. Katsuhiro Kashiwagi has long-term, extensive experience and expertise in corporate
accounting and auditing as a certified accountant and a wide range of insights into company
management. He is recommended for the position of Outside Audit & Supervisory Board Member
as he is expected to make use of his high level of expertise, wealth of insights, and othercharacteristics for the audit of the Company.
Date of birth:

Special interest relationship with the Company:

January 30, 1960 (62 years old)–

Important concurrent position:

Number of shares of the Company held:–

0 shares

Notes: 1. The age and position of the above candidate for Audit & Supervisory Board Member is accurate
as of the date of this General Meeting of Shareholders.
2. Mr. Katsuhiro Kashiwagi is a candidate for Outside Audit & Supervisory Board Member stipulated
in Article 2, Paragraph 3, Item 8 of the Ordinance for Enforcement of the Companies Act. In theevent that he is elected as an Audit & Supervisory Board Member, he will be an Independent
Director as specified by Tokyo Stock Exchange, Inc.
3. In the event that Mr. Katsuhiro Kashiwagi is elected as an Audit & Supervisory Board Member,the Company will enter into an agreement with him to limit the liability stipulated by Article 423,
Paragraph 1 of the Companies Act to the amount stipulated by Article 425, Paragraph 1 of theCompanies Act.
4. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form and Mr. Katsuhiro Kashiwagi takes office as an
Audit & Supervisory Board Member, he will be covered by this insurance policy. The Company isplanning to renew this insurance policy in September 2022.

- 13 -

Proposal No. 4: Election of One Substitute Audit & Supervisory Board Member
In preparation for circumstances in which the number of auditors stipulated by law is not satisfied, this
proposal requests the election of one Outside Audit & Supervisory Board Member as a substitute for Outside
Audit & Supervisory Board Member Junko Ueda and for Mr. Katsuhiro Kashiwagi, who will take office asan Outside Audit & Supervisory Board Member in the event that Proposal No. 3 “Election of One Audit &Supervisory Board Member” is approved. In the event that the candidate takes office as an Audit &Supervisory Board Member, the term of office shall be the remaining term of office of the predecessor. This
proposal shall remain in effect until the start of the next Annual General Meeting of Shareholders. However,it can be cancelled prior to the substitute taking office by a resolution at a Board of Directors Meeting withthe consent of the Audit & Supervisory Board.
The Audit & Supervisory Board has already approved this Proposal No. 4.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Name

Hidenori Nakagawa
Reelected
Outside Audit &Supervisory Board
Member

Career summary
April 1992

Registered as an attorney at law
Joined Nagashima & Ohno

September 1997

Kirkland & Ellis LLC

April 1998

Admitted to the New York State bar

September 1998

Legal Transactions Management Department, Tokyo Branch of Merrill Lynch
Japan International

April 2003

Seconded to UFJ Strategic Partners

July 2004

Joined TMI Associates as a partner (to present)

June 2019

Outside Corporate Auditor of Nice Corporation (to present)

December 2019

Outside Corporate Auditor of Airweave Inc. (to present)

Current Position at the Company:–
The reasons why the Company elects him as a candidate for Substitute Audit & Supervisory
Board Member:
Mr. Hidenori Nakagawa has been active as an attorney in fields including general corporate law
and compliance for many years, and also has experience as an outside auditor at other companies.
He is recommended for the position of Substitute Outside Audit & Supervisory Board Member tomake use of his high level of expertise, broad experience, and other characteristics for the audit of
the Company.
Special interest relationship with the Company:

Date of birth:
November 20, 1967 (54 years old)–

Important concurrent position:

Number of shares of the Company held:

Partner, TMI Associates
0 shares
Outside Corporate Auditor of Nice Corporation

Notes: 1. Mr. Hidenori Nakagawa is the candidate for Substitute Outside Audit & Supervisory Board
Member.
2. The age and position of the above candidate for Substitute Audit & Supervisory Board Member
are accurate as of the date of this General Meeting of Shareholders.
3. In the event that this proposal is approved in its current form and Mr. Hidenori Nakagawa takes
office as an Audit & Supervisory Board Member, the Company will enter into an agreement with
him to limit the liability stipulated by Article 423, Paragraph 1 of the Companies Act to the amountstipulated by Article 425, Paragraph 1 of the Companies Act.
4. The Company has entered into an agreement with an insurance company for a liability insurance
policy for directors and other officers as stipulated by Article 430-3, Paragraph 1 of the Companies
Act. If this proposal is adopted in its current form and Mr. Hidenori Nakagawa takes office as an
Audit & Supervisory Board Member, he will be covered by this insurance policy. The Company isplanning to renew this insurance policy in September 2022.

- 14 -

<Reference>(1) Officer structure if Proposals No. 2 and No. 3 are approved
The skills and experience of Directors and Audit & Supervisory Board Members of the Company will
be as follows:
Company
management

Industryknowledge

Technology
development

Moritaka
Yoshida

〇

〇

〇

Kenji
Suzuki〇〇〇

Shintaro
Ito〇〇

Yoshihisa
Yamamoto〇〇

Directors

Name

TsunekazuHaraguchi

OutsideIndependent

MichiyoHamadaOutsideIndependent
FemaleSeiichiShin

OutsideIndependent

Audit & Supervisory
Board Members

Koji
Kobayashi

OutsideMakotoMitsuya
Kiyomi
Kato

FemaleJunko
Ueda

OutsideIndependent
FemaleKatsuhiro
Kashiwagi

OutsideIndependent

Productionengineering /Manufacturing

DX

Sales /
Procurement

Finance /Accounting

Global

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Legal affairs/
CSR

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(2) Policy and procedures for nominating candidates for Director and Audit & Supervisory Board Member
When appointing Directors and Audit & Supervisory Board Members of the Company, the Company
seeks the optimum balance of knowledge, experience and skills to ensure the suitable, swift and fairdecision-making for the purpose of achieving sustainable growth and increase our value as a company
in the medium and long term. The Company takes a comprehensive approach, including electing multiple
Outside Directors with advanced expertise inside and outside the industry. The Company is conscious of
the importance of Group management and elects personnel who have extensive experience and wideranging knowledge from subsidiaries in Japan and overseas as Directors of the Company.
Regarding procedures for nomination, election, and dismissal, these matters are considered based on theabove policy by the Executive Nomination Council, at which independent Outside Directors comprise amajority of the council members.

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