This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 4206
June 4, 2024
(Start Date of Electronic Provision Measures: May 28, 2024)
To our shareholders:
Kenji Ebihara
Representative Director, President
and Executive Officer
Aica Kogyo Company, Limited
2288 Nishihorie, Kiyosu, Aichi,Japan

NOTICE OF
THE 124th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 124th Annual General Meeting of Shareholders of Aica Kogyo Company,
Limited (the “Company”) will be held as described below.
In convening the General Meeting of Shareholders, the Company has taken measures to provide
electronically the information that is the content of the Reference Documents etc. for the General Meetingof Shareholders (the matter to be electronically provided) and posted such information on the Company’s
website on the internet as “Notice of the 124th Annual General Meeting of Shareholders”. You are kindly
requested to access the following website to review the information.
①The Company’s website: https://www.aica.co.jp/company/ir/event/stock-meeting/
The matters to be electronically provided are also posted the website of Tokyo Stock Exchange (TSE).
You are kindly requested to access the following website to review the information. Please access the below
website of TSE and enter “Aica Kogyo” in “Security Name (Company Name)” or the Company’s securities
code “4206” in “Code” to search, select “Basic Information” and then “Documents for public inspection/PR
information,” and see the “Convocation notices/documents for shareholder meetings” column under“Documents for public inspection.”②Tokyo Stock Exchange’s website (TSE’s Company Announcements Service for listed companies):
https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=ShowIn lieu of attending the General Meeting of Shareholders in person, you can exercise your voting rights
either via the internet or in writing. Please review the Reference Documents for the General Meeting of
Shareholders described hereinafter and exercise your voting rights no later than at 5:00 p.m. on Monday,
June 24, 2024 (Japan time).

-1-1. Date and Time:

Tuesday, June 25, 2024 at 10:00 a.m. Japan time
(The reception starts at 9:00 a.m.)

2. Venue:

Conference Room No.5, the Company’s Nagoya Plant
2288 Nishihorie, Kiyosu, Aichi, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for the124th Fiscal Year (April 1, 2023–March 31, 2024) and results of auditsof the Consolidated Financial Statements by the Accounting Auditor andthe Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the 124th Fiscal Year (April
1, 2023–March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Six (6) Directors (excluding Directors who are Audit andProposal 2:
Supervisory Committee Members)
Election of Three (3) Directors who are Audit and Supervisory Committee
Proposal 3:
Members
Election of One (1) Director who is a substitute Audit and Supervisory
Proposal 4:
Committee Member
4. Matters Concerning (1) In the event that your approval or disapproval of each proposal is notindicated on the voting form, it shall be considered as an indication of
Exercising of Voting
approval.
Rights:(2) When voting rights are exercised in duplicate, both via the internet andin writing, the vote via the internet shall be deemed effective.
(3) When voting rights are exercised via the internet more than once, the lastvote shall be deemed effective.
◎ The document we have sent to you also serves as a document describing the matters to be provided electronically
based on your request for a paper copy to be sent. Please note that in accordance with applicable laws andregulations and Article 20 of the Articles of Incorporation of the Company, the following items are not included
in it. Therefore, the document constitutes part of the documents audited by the Audit and Supervisory Committee
in preparation of the Audit Report and by the Accounting Auditors in preparation of the Accounting Auditor'sReport.
(i) Overview of the system to ensure the appropriateness of operations in the business report and the operation
status of such system(ii) Consolidated statements of changes in net assets and notes to consolidated financial statements(iii) Statements of changes in net assets and notes to non-consolidated financial statements◎ When attending the General Meeting of Shareholders, please submit the enclosed Voting Rights Exercise Formto the receptionist at the General Meeting of Shareholders.
◎ If any changes are made to the matters to be electronically provided, such change will be announced on the
Company’s website and TSE’s website as above on the internet.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No.1:

Appropriation of Surplus

The Company proposes the appropriation of surplus as follows.
[Matters related to year-end dividends]
In order to return profits to shareholders and realize sustainable growth of the Company, the Company
intends to pay its dividends after comprehensively considering its consolidated business performance,
dividend payout ratio and retained earnings. Under the Medium Term Business Plan “Value Creation 3000
& 300,” the Company continues our basic policy of a progressive dividend, avoiding a dividend reduction.
The year-end dividend for the fiscal year under review is proposed as follows, taking into consideration
the above basic policy, past return results, financial conditions, and full-year business performance, etc.
(1) Type of dividend property
Cash(2) Matters related to allotment of dividend property and its total amount¥60 per share of common stock of the Company
Total amount: ¥3,841,086,660
As we already paid an interim dividend of 52 yen per share, the annual dividend for the fiscal year
ended March 31, 2024 will be 112 yen per share.
(3) Effective date of distribution of surplus
Wednesday, June 26, 2024

-3-

Proposal 2: Election of Six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members)
The term of office of all six (6) Directors (excluding Directors who are Audit and Supervisory Committee
Members) will expire at the conclusion of this Annual General Meeting of Shareholders, and therefore, theCompany requests the election of six (6) Directors (excluding Directors who are Audit and Supervisory
Committee Members).
The candidates for Directors (excluding Directors who are Audit and Supervisory Committee Members)
are as follows.
No.

Name

GenderCurrent positions

Attendance at the Boardof Directors meetings

1[Reappointment] Yuji Ono

Male

Representative Director andChairman

14/14 (100%)

2[Reappointment] Kenji Ebihara

Male

Representative Director,
President and Executive Officer

14/14 (100%)

3[Reappointment] Nobuyuki Omura

Male

Director and Managing Executive
Officer

14/14 (100%)

4[Reappointment] Yuji Iwatsuka

Male

Director and Managing Executive
Officer

10/10 (100%)

Male

Director

10/10 (100%)

FemaleDirector

14/14 (100%)

56[Reappointment]
Hiroshi Kanie[Outside][Independent][Reappointment][Outside]Ayako Shimizu[Independent]

-4-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1979
April 2000
October 2002
April 2004

1

Yuji Ono
June 2004(August 24, 1956)
October 2004
[Reappointment] April 2008
June 2008
June 2009
June 2010
June 2018
April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
General Manager, Chemical Development
70,449 shares
Department 1
General Manager, Sales Department, theChemical Products Business Unit
Deputy President of the Chemical Products
Business Unit
Executive Officer
Attendance atGeneral Manager, R&D Center 2
the Board of
Directors
President of the Chemical Products Business Unit
meetings
Director
14/14
Managing Director(100%)
Representative Director (present)
Director and President
President and Executive Officer
Representative Director and Chairman (present)[Reason for nomination as candidate for Director]
Mr. Yuji Ono has overseen the management of AICA Group as Representative Director since 2010, andhas worked on business expansion by establishing AICA’s 10 Years Vision and the Medium TermBusiness Plan and through M&A. He also overcame unforeseen challenges, such as the outbreak ofpandemic of COVID-19 to improve our business performance.
In addition, since April 2022, he has chaired the Board of Directors as Representative Director andChairman and promoted measures to improve the Company's corporate governance. The Company judgesthat Mr. Yuji Ono is qualified to continue to enhance the corporate value and sustainable growth of AICA
Group, and has therefore nominated him as a candidate for Director.

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1991
April 2009
October 2010
April 2013
April 2015

Kenji Ebihara(April 15, 1967)[Reappointment]

June 2017
June 2018
April 2019
June 2019
April 2020

2
April 2022

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
23,408 shares
General Manager, Chemical Development
Department, R&D Center
Manager, Jimokuji Laboratory, R&D Center
General Manager, R&D Center
President of the Specialty & Performance
Materials Business Unit
Executive Officer
Attendance at
Senior Executive Officer
the Board of
Directors
Managing Executive Officer
meetings
Director
14/14
President of the Chemical Products Business(100%)
Unit
Deputy General Manager, Sales Administration
Division
Representative Director (present)
President and Executive Officer (present)[Reason for nomination as candidate for Director]
Mr. Kenji Ebihara has extensive experience and knowledge, especially in R&D, and has been leading
both of the unit’s businesses as President of the Specialty & Performance Materials Business Unit since2015 and then President of the Chemical Products Business Unit since 2020.
Since April 2022, he has been serving as Representative Director, President and Executive Officer toestablish the Medium Term Business Plan, create and expand high growth businesses and strengthen the
management foundation and the profit base of the Company. He also expand our business performanceafter the pandemic of COVID-19 was under control to improve our business performance. The Company
judges that Mr. Kenji Ebihara is qualified to continue to enhance the corporate value and sustainablegrowth of AICA Group, and has therefore nominated him as a candidate for Director.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1988
October 2003
June 2008
January 2009

Nobuyuki Omura April 2009
(April 7, 1964) June 2009
April 2011
[Reappointment]
June 2017
April 20183

June 2018
April 2020
April 2022
January 2023

Number ofshares of theCompany held

Joined MITSUI & CO., LTD.
Manager, General Merchandise Division, General 26,813 shares
Merchandise Department, Chubu Office
Deputy General Manager, Consumer Service
Business Unit II
Joined Aica Kogyo Company, Limited
Deputy General Manager, Overseas Business
Department
General Manager, Overseas Business Department
Director
Attendance atManager of New Business Office, Legal &the Board ofInternal Audit Units, Public Relations & IR
DirectorsGroupmeetings
Managing Director
14/14
President of the Chemical Products Business Unit
(100%)
Deputy Senior General Manager, Sales Division
Director (present)
Managing Executive Officer (present)
President of the Specialty & Performance
Materials Business Unit
President of the Chemical Products Business Unit (present)
Deputy Senior General Manager, Sales Division
Chairman, AICA Asia Pacific Holding Pte. Ltd.
(present)[Reason for nomination as candidate for Director]
Mr. Nobuyuki Omura has extensive experience and knowledge, especially in overseas business, and has
engaged in the Company's management as Director since 2009. He had been President of the Specialty &Performance Materials Business Unit since April 2020 and has been President of the Chemical Products
Business Unit and in charge of its business since April 2022 and has been working on improve profit
margins. The Company judges that Mr. Nobuyuki Omura is qualified to continue to enhance the corporate
value and sustainable growth of AICA Group, and has therefore nominated him as a candidate for Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April 1989
April 2010
April 2012

Yuji Iwatsuka(January 20, 1967)
4

April 2015
June 2015
June 2016
April 2020

[Reappointment]
April 2021
April 2023

June 2023

Joined Aica Kogyo Company, Limited
General Manager, Production Control
Department, the Laminates Business Unit
General Manager, Production Control
Department, the Chemical Products Business
Unit
President of Chemical Products Business Unit
Executive Officer
Senior Executive Officer
Responsible for Overseas Planning
Department, General Manager, Purchasing
Department
Deputy President of Laminates & Building
Materials Business Unit (Responsible for
Production), Responsible for Systems Department
Managing Executive Officer (present),
President of Laminates & Building Materials
Business Unit (present),
Director and Chairman, AICA Asia Laminates
Holding Co., Ltd. (present)
Director (present)

Number ofshares of theCompany held
18,305 shares

Attendance at
the Board of
Directors
meetings
10/10(100%)[Reason for nomination as candidate for Director]
Mr. Yuji Iwatsuka has extensive experience and knowledge of production, especially in both ofLaminates & Building Materials Business and Chemical Products Business. Since April 2023, he has been
President of the Laminates and Building Materials Business Unit and in charge of its business and has
been working on expand overseas business. The Company judges that Mr. Yuji Iwatsuka is qualified tocontinue to enhance the corporate value and sustainable growth of AICA Group, and has therefore
nominated him as a candidate for Director.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
March 1981
April 2004

Hiroshi Kanie(July 9, 1957)[Reappointment][Outside][Independent]

5June 2010
June 2012
April 2014
June 2014
June 2015
June 2018

June 2022
June 2023

Number ofshares of theCompany held

Joined NGK INSULATORS, LTD.
General Manager Planning Department,
129 shares
Industrial Process Division., Ceramic Products
Business Group
Vice President
Senior Vice PresidentGroup Executive, Ceramic Products Business Group
Director and Senior Vice President
Director and Senior Vice President
Executive Vice President, Responsible for
Attendance at
Corporate Planning Office, New Businessthe Board ofPlanning Office, Secretarial Office, Corporate
Directors
Communications Department., Human
meetings
Resources Department., General Affairs
10/10
Department., and Power Business Group;(100%)
Senior Officer in Charge of Group Companies;
General Manager, Osaka Branch
Corporate Advisor (present)
Outside Director, Aica Kogyo Company,
Limited (present)[Reason for nomination as candidate for Outside Director and Expected Roles]
Mr. Hiroshi Kanie has been engaged in corporate management for many years and has extensive
experience and knowledge as a corporate executive. Therefore, the Company judges that Mr. Hiroshi Kanie
is qualified to continue to enhance the corporate value and sustainable growth of AICA Group and has
nominated him as a candidate for Outside Director, looking forward to providing objective and neutral
advice on all aspects of the Company's management as Outside Director.
* Mr. Hiroshi Kanie is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act. He will have been in office as Outside Director
for one (1) year at the conclusion of this General Meeting of Shareholders.
* Mr. Hiroshi Kanie is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Mr. Hiroshi Kanie is approved, the Company will continue the agreement with him to
limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

-9-

Name
(Date of birth)

No.

Career summary, positions, responsibilities,
and significant concurrent positions
April 1999
April 2015
April 2017

6

Ayako Shimizu
January 2018
(June 6, 1972)
April 2019
(Name on the
Family Register: December 2019
Ayako Watanabe)
April 2020
[Reappointment]
June 2020[Outside][Independent]
March 2021
June 2024

Registered as attorney, joined Ishihara Law Office(present)
Deputy Chair, Aichi Bar Association
Director, CHUBU Federation of Bar Associations
Member, Nagoya City Information Disclosure
Screening Commission (present)
Judicial Commissioner (present)
Mediator/Arbitrator, Dispute Resolution Center,
Aichi Prefecture Bar Association (present)
Outside Director (Member of Audit andSupervisory Committee), MTG Co., Ltd.
Member, Ombuds 6 Committee,
Nagoya Broadcasting Network (present)
Outside Director, Aica Kogyo Company, Limited(present)
Outside Director (Member of Audit andSupervisory Committee), SYNCLAYER, Inc.
(present)
Outside Director (Member of Audit andSupervisory Committee), SUZUKEN CO.,LTD.
(schedule)

Number ofshares of theCompany held
0 shares

Attendance at
the Board of
Directors
meetings
14/14(100%)[Reason for nomination as candidate for Outside Director and Expected Roles]
Although Ms. Ayako Shimizu has no direct experience of engaging in corporate management, she has
provided advice as Outside Director based on her diversity perspectives and utilized her extensive expertiseand experience as an attorney in supervising the Company's management. The Company has nominatedher as a candidate for Outside Director in the expectation that she will continue to make proposals andprovide advice to the Board of Directors and the Governance Committee from legal perspectives.
* Ms. Ayako Shimizu is a candidate for Outside Director as stipulated in Article 2, Paragraph 3, Item 7 of
the Ordinance for Enforcement of the Companies Act. She will have been in office as Outside Director
for four (4) years at the conclusion of this General Meeting of Shareholders.
* Ms. Ayako Shimizu is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Ms. Ayako Shimizu is approved, the Company will continue the agreement with her tolimit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
Notes:

1. There are no special interests between the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and each candidate will be included as an insured person under this insurance policy if
his/her appointment proposal is approved.

- 10 -

Proposal 3: Election of Three (3) Directors who are Audit and Supervisory Committee Members
The terms of office of all three (3) Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this General Meeting of Shareholders, and therefore, the Company requests the election of
three (3) Directors who are an Audit and Supervisory Committee Members.
The Company has obtained approval from the Audit and Supervisory Committee with respect to this
proposal.
The candidates for Directors who are an Audit and Supervisory Committee Members are as follows.

No.

Name
(Date of birth)

Career summary, positions
and significant concurrent positions
April 1982
May 2000
April 2003
April 2006
October 20091

Ryoji Mori
(September 29,
1959)

June 2011
June 2013
June 2015
April 2018

[Reappointment]

June 2018
April 2019
April 2020

April 2021
June 2021

Number ofshares of theCompany held

Joined Aica Kogyo Company, Limited
General Manager, Laminates Production Department 18,279 shares
Plant Manager of Headquarters, Production Control
Department, the Laminates Business Unit
General Manager, Production Control Department,
the Laminates Business Unit
General Manager, Production Control Department,
Attendance at
the Chemical Products Business Unit
the Board of
Executive Officer
Senior Executive Officer
Directors
Director
meetings
Responsible for Production,
13/14
General Manager, Purchasing Department(92.9%)
Managing Executive Officer
Responsible for Safety and Environment Department,
Responsible for Purchasing Department
Attendance at
Deputy President of the Laminates and Building
the Audit andMaterials Business Unit, Responsible for Technology,
Supervisory
the Laminates and Building Materials Business Unit,
Committee
General Manager, Production Control Department,
14/15
the Laminates and Building Materials Business Unit
Assistant to President, Responsible for Special(93.3%)
Missions
Director (member of Audit and Supervisory Committee)(present)[Reason for nomination as candidate for Director who is Audit and Supervisory Committee Member]
Mr. Ryoji Mori has extensive experience and expertise in overall aspects of the Company's business.
After serving as Director & Managing Executive Officer, he has utilized his experience and expertise insupervising and monitoring the Company's overall management as an Audit and Supervisory Committee
Member since June 2021. The Company believes that Mr. Ryoji Mori will continue to be able to perform
his duties appropriately and has therefore nominated him as a candidate for Director who is an Audit andSupervisory Committee Member.

- 11 -

No.

Name(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany held

April 1978

Shoji Miyamoto(February 8, 1956)[Reappointment][Outside][Independent]

2

Joined Konishiroku Photo Industry Co., Ltd. (today’s
KONICA MINOLTA, INC.)
0 shares
October 1985 Joined Ito Accountants Audit Firm
March 1989
Registered as Certified Public Accountant (CPA)
Attendance at
July 2005
Senior Partner, Chuo Aoyama PwC
the Board ofAugust 2007
Senior Partner, Azusa Audit Firm (today’s KPMG
Directors
AZSA LLC)
meetings
September 2010 Director, KPMG AZSA LLC
14/14
September 2014 Auditor, KPMG AZSA LLC(100%)
July 2018
Director, Miyamoto Masashi CPA Office (present)
June 2019
Outside Auditor, Aica Kogyo Company, Limited
Attendance atJune 2020
the Audit andOutside Director (member of Audit and Supervisory
Supervisory
Committee), Aica Kogyo Company, Limited (present)
Committee
Outside Director (member of Audit and Supervisory
15/15
Committee), Meito Sangyo Co., Ltd. (present)(100%)[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee
Member and Expected Roles]
The Company expects that Mr. Shoji Miyamoto will continue to perform his duties as Outside Director
who is an Audit and Supervisory Committee Member by utilizing his expertise and experience as a certified
public accountant, etc. to strengthen the Company's auditing system and has therefore nominated him as a
candidate for Director who is an Audit and Supervisory Committee Member.
* Mr. Shoji Miyamoto is a candidate for Outside Director as provided for in Article 2, Paragraph 3, Item 7of the Ordinance for Enforcement of the Companies Act. He will have been in office as Outside Director(member of Audit and Supervisory Committee) for four (4) years at the conclusion of this General Meetingof Shareholders.
* Mr. Shoji Miyamoto is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Mr. Shoji Miyamoto is approved, the Company will continue the agreement with him to
limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article 427,
Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement is theminimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.

- 12 -

Name(Date of birth)

No.

Career summary, positions
and significant concurrent positions
March 1983
April 1985

September
Mitsuko Yamamoto 1998
July 2016(January 1, 1957)(Name on the Family July 2017
Register: Mitsuko
Ando)
July 2019[Reappointment][Outside][Independent]

July 2020
June 2021
June 2022
June 2023

3

Number ofshares of theCompany held

Joined Womanstaff Co. Ltd.
500 shares
Director and General Manager, Sales Division,
Womanstaff Co. Ltd.
Womanstaff Co. Ltd. renamed to Peoplestaff Co., Ltd. Attendance at
Senior Managing Director, Peoplestaff Co., Ltd.
the Board of
Peoplestaff Co., Ltd. merged with TEMPSTAFF CO., LTD. Directors
Director, Managing Officer, TEMPSTAFF CO., LTD.
meetings
TEMPSTAFF CO., LTD. renamed PERSOL
14/14
TEMPSTAFF CO., LTD.
Director, PERSOL TEMPSTAFF CO., LTD.
(100%)
Advisor (full-time), PERSOLTEMPSTAFF CO., LTD. (present)
Attendance at
Outside Director, Chuo Spring Co., Ltd. (present)
Outside Director (member of Audit and Supervisory the Audit andCommittee), Aica Kogyo Company, Limited (present)
Supervisory
Outside Director (member of Audit and Supervisory
Committee
Committee), Meito Sangyo Co., Ltd. (present)
15/15
Outside Director, TAKEDA iP HOLDINGS CO., LTD.
(100%)(present)[Reason for nomination as candidate for Outside Director who is Audit and Supervisory Committee Member
and Expected Roles]
Ms. Mitsuko Yamamoto has abundant experience as a corporate manager and extensive knowledge,
especially in terms of labor management and diversity. The Company expects that she will be able to utilize
her knowledge and experience, etc. to strengthen the Company's auditing system and appropriately perform
her duties as Outside Director who is an Audit and Supervisory Committee Member and has therefore
nominated her as a candidate for Director who is an Audit and Supervisory Committee Member.
* Ms. Mitsuko Yamamoto is a candidate for Outside Director as provided for in Article 2, Paragraph 3, Item
7 of the Ordinance for Enforcement of the Companies Act. She will have been in office as Outside Director(member of Audit and Supervisory Committee) for two (2) years at the conclusion of this General Meetingof Shareholders.
* Ms. Mitsuko Yamamoto is registered with the Tokyo Stock Exchange and the Nagoya Stock Exchange as
independent director as stipulated by both Exchanges.
* If the election of Ms. Mitsuko Yamamoto is approved, the Company will continue the agreement with her
to limit liabilities for damages under Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities for damages under this agreement
is the minimum liability amount stipulated in Article 425, Paragraph 1 of the same Act.
Notes:

1. There are no special interests between each of the candidates and the Company.
2. The Company has concluded a directors and officers liability insurance policy with an insurancecompany, and each of the candidates will be included as an insured person under this insurance
policy if his/her appointment proposal is approved.

- 13 -

[Reference] Skill Matrix of the Board for Directors
Expertise of Directors
Name

Position at
the Company(AfterApproval)

GenderAttribute

Technology,
Corporate International Sales &Industrial
Management experience Marketing engineeringand R&D

Yuji Ono

Representative
Director andChairman

Male

Inside

〇

〇

〇

〇

Kenji
EbiharaRepresentative
Director,
President andExecutive
Officer

Male

Inside〇〇〇〇Nobuyuki
Omura

Director andManaging
Executive
Officer

Male

Inside

〇

〇

〇

Yuji
Iwatsuka

Director andManaging
Executive
Officer

Male

Inside〇Hiroshi
Kanie

Director

Male

OutsideIndependent

〇

Ayako
Shimizu

DirectorFemaleOutsideIndependent

Ryoji
Mori

Director
Audit andSupervisory
Committee
MemberMale

InsideShoji
Miyamoto

Director
Audit andSupervisory
Committee
MemberMale

OutsideIndependent

Mitsuko
Yamamoto

Director
Audit andSupervisory
Committee
MemberFemaleOutsideIndependent〇〇

Sustainability*
Legal and risk Finance andmanagement accounting
E

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

* E:Environment S:Social G:GovernanceNotes: 1. If Proposal 2 and 3 are approved as proposed, the expertise of Directors is as described above.
2. “Social(S)” means human rights and employee development.

- 14 -

〇

〇

〇

〇

〇

〇

〇

〇

G

〇

〇

〇

S

Proposal 4:

Election of One (1) Director who is a substitute Audit and Supervisory Committee Member

As the effective tenure of substitute Audit and Supervisory Committee Member Manabu Haruma shall
expire at the beginning of this General Meeting of Shareholders, the Company proposes the election of
one (1) Director who is a substitute Audit and Supervisory Committee Member to prepare for acontingency in which the number of Audit and Supervisory Committee Members becomes less than thenumber required by laws and regulations.
The Audit and Supervisory Committee has given its consent for this proposal.
The candidate for Director who is a substitute Audit and Supervisory Committee Member is as follows.
Name(Date of birth)

Career summary, positions
and significant concurrent positions

Number ofshares of theCompany held

December 2015

Registered as attorney, joined Haruma Noguchi Law
Office (today’s and LEGAL LPC) (present)<Significant concurrent positions>
Outside Auditor, GlobalCast Co.,Ltd (present)[Reason for nomination as candidate for Outside Director who is a
substitute Audit and Supervisory Committee Member and Expected
Roles]
Although Mr. Soichiro Hanamura has no direct experience in engaging
in corporate management, the Company expects that he will be able toutilize his extensive legal knowledge and experience, etc. as an attorneyin auditing and supervising the Company and perform his duties
appropriately as Outside Director who is an Audit and Supervisory
Committee Member and has therefore nominated him as a candidate for
Outside Director who is a substitute Audit and Supervisory Committee
Member.
Soichiro Hanamura * Mr. Soichiro Hanamura is a candidate for Outside Director who is a
substitute Audit and Supervisory Committee Member.
(August 11, 1988)* If Mr. Soichiro Hanamura is appointed to Outside Director who is an
Audit and Supervisory Committee Member, he will be registered with
[Outside]
the Tokyo Stock Exchange and the Nagoya Stock Exchange as an[Independent]
independent director as stipulated by both Exchanges.
* If Mr. Soichiro Hanamura is appointed to Outside Director who is an
Audit and Supervisory Committee Member, the Company will enter
into an agreement with him to limit liabilities for damages under
Article 423, Paragraph 1 of the Companies Act, pursuant to Article
427, Paragraph 1 of the same Act. The maximum amount of liabilities
for damages under this agreement is the minimum liability amountstipulated in Article 425, Paragraph 1 of the same Act.
* The resolution to elect Mr. Soichiro Hanamura as Director who is a
substitute Audit and Supervisory Committee Member will be effective
until the beginning of the Annual General Meeting of Shareholders
relating to the last fiscal year ending within two (2) years of thisAnnual General Meeting of Shareholders.
Notes:

0 shares

1. There are no special interests between the candidate and the Company
2. The Company has concluded a directors and officers liability insurance policy with aninsurance company, and the candidate will be included as an insured person under thisinsurance policy if Mr. Soichiro Hanamura is appointed to Outside Director who is an Audit
and Supervisory Committee Member.

- 15 -

[Reference]
The Company judges that Outside Director of the Company shall be independent if none of thefollowing items 1 to 10 applies.
1.

Executive officer of the Company and its consolidated subsidiaries at present and during the past
10 years
2. The Company's accounting auditor or its employee
3. A business partner or its executive officer whose major customer is the Company and whosetransaction amount with the Company accounts for 2% or more of its or his/her net sales
4. A major business partner or its executive officer whose transaction amount accounts for 2% or moreof the Company’s consolidated net sales
5. A person who receives annual donations of 10 million yen or more from the Company
6. Consultants, accounting experts, legal experts, etc. who receive 10 million yen or more per year in
cash or other financial benefits from the Company other than remuneration for directors andcorporate auditors (If the person receiving such property is a corporation, organization, etc., a person
who executes the business of the corporation, organization, etc. that receives 2% or more of its net
sales from the Company)
7. A person who holds 10% or more of the total voting rights of the Company
8. A person who falls under any of the above criteria 2 to 7 applies in the past three years
9. A person whose spouse and relative up to the second degree of kinship fall under any of the above
criteria 1 to 8
10. Any other party that may have a conflict of interest with our general shareholders- 16 -