Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translation and the Japanese original, the Japanese 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: 4977
June 10, 2024
To our shareholders:
Koichi Ogata,
Representative Director and President
Nitta Gelatin Inc.
4-26, Sakuragawa 4-chome, Naniwa-ku, Osaka
Notice of the 85th Annual General Meeting of Shareholders

We are pleased to announce the 85th Annual General Meeting of Shareholders of Nitta Gelatin Inc. (the“Company”), which will be held as follows.
In convening this General Meeting of Shareholders, the Company has adopted the Electronic Provision
Measure for information on the Reference Documents, etc. of the General Meeting of Shareholders(Matters concerning Electronic Provision Measure) and posted on the following websites, so please accesseither of those websites to confirm the information.
[Website for the General Meeting of Shareholders Documents]
https://d.sokai.jp/4977/teiji/ (in Japanese)[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Access the TSE website by using the above address, enter “Nitta Gelatin” in “Issue name (company
name)” or the Company’s securities code “4977” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information
available for public inspection,” click “Click here for access” under “[Notice of General Shareholders
Meeting /Informational Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting, you may exercise your voting rights via the Internet, etc. or inwriting (by mail). Please review the Reference Documents for the General Meeting of Shareholders andexercise your voting rights by 4:50 p.m. on Tuesday, June 25, 2024 (JST).
[Exercise of voting rights via the Internet, etc.]
Please access the Company’s designated website for exercising voting rights (https://www.web54.net) andenter your approval or disapproval of the proposal items by using the “Voting Code” and “Password”
indicated on the enclosed Voting Form and following the instructions on the screen.
Please read the “Guide to Exercise of Voting Rights via the Internet, Etc.” (in Japanese only) described
below to exercise your voting rights via the Internet, etc.
[Exercise of voting rights in writing (by mail)]
Please return by mail the enclosed Voting Form after indicating your approval or disapproval on the form toarrive at the Company by no later than the above deadline.

-1-1. Date and time:

Wednesday, June 26, 2024, at 10:00 a.m. (JST)

2. Venue:“Large Hall,” 8F, Osaka Science & Technology Center
8-4, Utsubohonmachi 1-chome, Nishi-ku, Osaka

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 85th
fiscal year (from April 1, 2023 to March 31, 2024), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit& Supervisory Board
2. The Non-consolidated Financial Statements for the 85th fiscal year (from April
1, 2023 to March 31, 2024)
Matters to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Election of Seven Directors
Proposal 3
Election of One Audit & Supervisory Board Member
4. Matters prescribed for convocation(1) If no indication of approval or disapproval is made for each proposal item on the returned
Voting Form, it will be treated as “approval.”(2) If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last
will be treated as valid.
(3) If you exercise your voting rights both via the Internet, etc. and in writing (by mail), the votecast via the Internet, etc. will be treated as valid, regardless of the date and time of arrival.
(4) If you exercise your voting rights by proxy, you may designate one other shareholder holding
voting rights of the Company to attend the meeting. Please note, however, that it is necessary
to submit a document proving the authority of the proxy.
●
●
●

●

If attending the meeting at the venue on the day, please present the enclosed Voting Form at the reception desk.
Any revisions to the Matters concerning Electronic Provision Measure shall be posted on the above websites whereapplicable, in addition to the contents before and after the revision.
Among the Matters concerning Electronic Provision Measure, in accordance with the provisions of laws and regulations
and the Articles of Incorporation of the Company, the following matters are not provided in the paper-based documents
delivered to shareholders who have made a request for delivery of such documents. The Audit & Supervisory Board
Members and the Financial Auditor have audited the documents subject to audit, including the following matters.
1. “Systems to Ensure Appropriate Operation and the Status of its Implementation” in the Business Report
2. “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements
3. “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Note that, for this General Meeting of Shareholders, paper-based documents stating matters for which measures forproviding information in electronic format are to be taken, excluding the above matters, will be delivered to allshareholders regardless of whether they have made a request for delivery of such documents.
No souvenirs will be provided for shareholders who attend the General Meeting of Shareholders on the day. We seek
your kind understanding in this regard.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of Surplus

The Company regards the return of profit to shareholders as one of its highest management priorities. As
such, it is the Company’s basic policy to strive to pay dividends of 1.5% or more of the dividend on equity
ratio while strengthening its corporate structure by enhancing internal reserves, taking into consideration
business development based on a medium- to long-term perspective.
In accordance with this policy, the Company proposes to pay dividends of surplus for the fiscal year as
follows:[Year-end dividends]
The Company proposes to pay a year-end dividend of the common shares for the fiscal year of ¥8 per share.
As the Company has already paid an interim dividend of ¥8 per share, the annual dividend will be ¥16 pershare.
1. Type of dividend property
2. Allotment of dividend property to shareholders
and their aggregate amount
3. Effective date of dividends of surplus

To be paid in cash.
The dividend of the common shares of the Company
will be ¥8 per share, for a total dividend of¥145,279,888.
June 27, 2024

-3-

Proposal 2

Election of Seven Directors

The terms of office of all six Directors will expire at the conclusion of this meeting. In addition, one outside
Director resigned in August 2023. Therefore, the Company proposes the election of seven Directors.
In addition, the Board of Directors has passed a resolution on this proposal item after receiving a report fromthe Nomination Advisory Committee.
The candidates for Director are as follows:
Candidate
No.

1

Name
(Date of birth)

Hidenori Takemiya(January 24, 1965)
Reelection

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1988

Joined the Company

Sept. 2006

General Manager, assistant to Adhesives Div.
(Seconded to Nitta Findley Co., Ltd.
(currently Bostik-Nitta Co., Ltd.))

Sept. 2007

General Manager of Adhesives Div.

June 2010

Executive Officer (current position)

Mar. 2013

General Manager of Peptide Div.

Mar. 2017

General Manager of Global Production
Management Dept. of Manufacturing Div.

May 2018

General Manager of Manufacturing Div. andGeneral Manager of Global Production
Management Dept.

June 2018

Director

Mar. 2020

General Manager of Health Support Div.

Jan. 2023

General Manager of Health Support Div. andManufacturing Div.

Mar. 2023

General Manager of Manufacturing Div.
(current position)

May 2024

Representative Director (current position)

Number ofCompany shares
held

25,201 shares<Reasons for nomination as candidate for Director>
Hidenori Takemiya has led the adhesives and peptide business for many years,
and has worked to grow and develop business to realize the Group’s strategy.
He has served as a Director of the Company since 2018 and assumed theposition of Representative Director in May 2024. He concurrently serves as
General Manager of Manufacturing Div. As a Director, he makes important
decisions, executes operations, and supervises management. The Company has
nominated him as a candidate for Director with the belief that he will continue
to play an appropriate role toward the further improvement of corporate value
based on his extensive experience and knowledge.

-4-Candidate
No.

2

Name
(Date of birth)

Yoshihisa Sugimoto(January 23, 1964)
Reelection

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1986

Joined the Company

Sept. 2006

General Manager of Sales Dept. of Sales &Marketing Div.

June 2012

General Manager of Sales Dept. of Sales
Supervision Dept.

Mar. 2013

General Manager of Sales Dept. of Sales &Marketing Div.

June 2014

Executive Officer (current position)

Mar. 2015

General Manager of Sales & Marketing Div.

June 2016

Director (current position)

Mar. 2020

General Manager of Food Solution Div.

Mar. 2021

General Manager of Food Solution Div. andGeneral Manager of Product Planning Dept.

July 2021

General Manager of Food Solution Div.

Mar. 2023

General Manager of Business Development
Div.

Apr. 2024

General Manager of Sales Development Div.
(current position)

Number ofCompany shares
held

25,882 shares<Reasons for nomination as candidate for Director>
Yoshihisa Sugimoto has many years of extensive business experience in theSales Dept., including domestic and international sales, and has served as a
Director of the Company since 2016. He also currently serves as General
Manager of Sales Development Div. As a Director, he makes important
decisions, executes operations, and supervises management. The Company has
nominated him as a candidate for Director with the belief that he will continue
to play an appropriate role toward the further improvement of corporate value
based on his extensive experience and knowledge.

3

Kazuya Hayashi(October 8, 1968)
Reelection

Apr. 1992

Joined the Company

Mar. 2018

General Manager of Research Dept. of
Research & Development Center

Mar. 2020

Executive Officer (current position)

Mar. 2020

General Manager of Research &Development Center

June 2023

Director, General Manager of General
Management Div., Responsible for Quality
Assurance Dept. (current position)

May 2024

Director of Nitta Gelatin India Ltd. (current
position)

8,419 shares<Reasons for nomination as candidate for Director>
Since joining the Company, Kazuya Hayashi has had a wide range ofexperience in the adhesives business and research and development, and has
served as a Director of the Company since 2023, where he also currently serves
as General Manager of General Management Div. As a Director, he makes
important decisions, executes operations, and supervises management. The
Company has nominated him as a candidate for Director with the belief that hewill continue to play an appropriate role toward the further improvement ofcorporate value based on his extensive experience and knowledge.

-5-Candidate
No.

4

Name
(Date of birth)

Akira Ando
(August 14, 1970)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1993

Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking
Corporation)

May 2022

Seconded to the Company, Manager ofGeneral Affairs Dept. of General
Management Div.

June 2023

Joined the Company, Manager of General
Affairs Dept. of General Management Div.

Oct. 2023

General Manager of Global Production
Management Dept. of Manufacturing Div.
(current position)

New election

Number ofCompany sharesheld– shares<Reasons for nomination as candidate for Director>
Akira Ando has extensive knowledge of finance and accounting, and sincejoining the Company, has worked to grow and develop business at the General
Affairs Dept. and Global Production Management Dept. to achieve global
governance and realize the Group’s strategy. The Company has nominated him
as a candidate for Director with the belief that he will play an appropriate role
toward the further improvement of corporate value based on his extensive
experience and knowledge.
Apr. 1987

Joined Procter & Gamble Far East Inc.
(currently The P&G Japan Limited)

Sept. 1995

Marketing Manager of Marketing
Headquarters

Sept. 1997

Marketing Director of Marketing
Headquarters

July 2004

Brand-building Integrated Communication
Asia Associate Director of Marketing
Headquarters

Sept. 2009

Brand-building Integrated Communication
Asia Associate Director of Procter & Gamble
International Operations Marketing
Headquarters

June 2019

Outside Director of the Company (current
position)

Yoko Hori(March 1, 1964)
5

Reelection
OutsideIndependent

823 shares<Reasons for nomination as candidate for outside Director and expected roles>
Yoko Hori has not been involved in the management of a company in the past
except as an outside officer; however, the Company has nominated her as a
candidate for outside Director with the belief that she will continue toappropriately carry out her work in areas such as making decisions on importantmanagement matters and supervising the execution of business based on her
extensive knowledge and experience gained at a major foreign company and her
perspective as a management consultant.
In addition, as the chairperson of both the Remuneration Advisory Committee
and Nomination Advisory Committee, she is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based onher experience and knowledge.

-6-Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1981

Joined Fujizoki Pharmaceutical, Co., Inc.

Mar. 2001

Director of Fujirebio Inc.

Mar. 2001

Director of Fujirebio US Inc.

Feb. 2002

Managing Director of Fujirebio Inc.

Mar. 2003

Representative Director and President

June 2005

Established Miraca Holdings Inc. (currently
H.U. Group Holdings, Inc.)

Number ofCompany shares
held

Representative Director and Executive
President

Hiromasa Suzuki(September 21, 1956)
6

Reelection
OutsideIndependent

July 2005

Representative Director and President of
Fujirebio Inc.

June 2006

Director of SRL, Inc.

Oct. 2016

Director and Executive Officer of Miraca
Holdings Inc. (currently H.U. Group
Holdings, Inc.)

June 2017

Director

June 2018

Senior Advisor

June 2021

Outside Director of CHORI CO., LTD.

June 2022

Outside Director (Audit & Supervisory
Committee Member) (current position)

June 2022

Outside Director of the Company (current
position)– shares<Reasons for nomination as candidate for outside Director and expected roles>
Hiromasa Suzuki has extensive experience in group management, having been
involved in the management of Fujirebio Inc. and leading the establishment of
Miraca Holdings Inc. (currently H.U. Group Holdings, Inc.). The Company has
nominated him as a candidate for outside Director with the belief that he willcontinue to carry out his work appropriately in areas such as making decisions
on important management matters and supervising the execution of businessbased on his experience and insight as a manager cultivated throughout his
career.
In addition, as a member of both the Remuneration Advisory Committee andNomination Advisory Committee, he is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based on
his experience and knowledge.

-7-

Candidate
No.

7

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1983

Joined Toyo Kogyo Co., Ltd. (currently
Mazda Motor Corporation)

Jan. 1989

Joined Honda R&D Co., Ltd.

Apr. 2010

President of Honda R&D Asia Pacific Co.,Ltd.

Apr. 2014

Managing Officer of Honda R&D Co., Ltd.

Apr. 2015

Officer in charge of China Production of
Honda Motor Co., Ltd.; Vice President of
Honda Motor (China) Investment Co., Ltd.;and Vice President of Honda Motor (China)
Technology Co., Ltd.

Apr. 2018

Director and Managing Officer of Honda
R&D Co., Ltd.

Apr. 2019

Director and Senior Managing Officer

Apr. 2020

Director of Honda R&D Co., Ltd., andManaging Officer of Honda Motor Co., Ltd.

Hisao Takahashi(February 24, 1961)

Apr. 2022

Director of Honda R&D Co., Ltd., andSenior Managing Officer of Honda MotorCo., Ltd.

New election
OutsideIndependent

Apr. 2023

Senior Partner of CO-SAKU GK (current
position)Aug. 2023

Specially Appointed Professor at National
University Corporation Nagaoka Universityof Technology (current position)

Mar. 2024

Outside Director of MARUKA FURUSATO
Corporation (current position)

Number ofCompany sharesheld– shares<Reasons for nomination as candidate for outside Director and expected roles>
Hisao Takahashi has extensive experience in technological development and the
management of global companies, primarily through development work and the
management of overseas subsidiaries undertaken at Honda Group. The
Company has nominated him as a candidate for outside Director with the belief
that he will carry out his work appropriately in areas such as making decisions
on important management matters and supervising the execution of businessbased on his experience and insight as a manager cultivated throughout his
career.
In addition, as a member of both the Remuneration Advisory Committee andNomination Advisory Committee, he is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based on
his experience and knowledge.
Notes:

1. Kazuya Hayashi is a Director of Nitta Gelatin India Ltd., a subsidiary that is engaged in the same type of businessas the Company. There is no special interest between the other candidates and the Company.
2. Yoko Hori, Hiromasa Suzuki, and Hisao Takahashi are candidates for outside Director.
3. Yoko Hori and Hiromasa Suzuki are currently outside Directors of the Company. Their tenure of office as outside
Directors will have been five years for Yoko Hori and two years for Hiromasa Suzuki upon the close of this Annual
General Meeting of Shareholders.
4. Article 29 of the Company’s Articles of Incorporation stipulates that the Company may enter into liability
limitation agreements with outside Directors so that they can fully carry out their expected roles. Accordingly,
Yoko Hori and Hiromasa Suzuki have entered into an agreement with the Company to limit their liability fordamages under Article 423, paragraph 1 of the Companies Act, pursuant to Article 427, paragraph 1 of said Act.
The maximum amount of liability for damages under said agreements is the amount stipulated by laws andregulations. If the candidates are reelected as Directors at this Annual General Meeting of Shareholders, the current
liability limitation agreements will be continued. In addition, if the election of Hisao Takahashi is approved, theCompany plans to execute a similar liability limitation agreement with him.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company withall Directors and Audit & Supervisory Board Members of the Company and its subsidiaries as the insured, as
stipulated in Article 430-3, paragraph 1 of the Companies Act. The policy will cover indemnification and litigation
expenses incurred by the insured as a result of claims for damages due to acts committed by the insured in their-8-capacity as an officer of the Company (including failure to act). If the candidates are elected and assume office as
Director, each of them will become an insured under the said insurance policy. In addition, when renewing the said
policy, the Company plans to do so with the same coverage.
6. The Company has reported Yoko Hori and Hiromasa Suzuki as independent officers based on the stipulations of
the Tokyo Stock Exchange. In addition, since there is no advisory contract or other business relationship between
Hisao Takahashi and the Company and because Hisao Takahashi satisfies the requirements for independent officers
stipulated by the Tokyo Stock Exchange as well as the Company’s “Independence Criteria for Outside Directors
and Outside Audit & Supervisory Board Members,” the Company has designated him as an independent officer
based on the stipulations of the Tokyo Stock Exchange and has notified the Exchange thereof, based on theassumption that this proposal item will be approved. The Company’s “Independence Criteria for Outside Directors
and Outside Audit & Supervisory Board Members” are described on page 12.
7. The number of Company shares held by each candidate is as of March 31, 2024. This number of shares includes
those held through the Nitta Gelatin Officer Stock Ownership Association.
8. The principal activities of each candidate who is currently an outside Director of the Company during this fiscal
year are as follows.
(1) Director Yoko Hori attended all 17 meetings of the Board of Directors (100%) held during the fiscal year
under review and actively made comments based on her extensive knowledge and experience gained at amajor foreign company and her perspective as a management consultant.
In addition, as the chairperson of the Remuneration Advisory Committee and Nomination Advisory
Committee, she participated in deliberations from the standpoint of an outside Director and actively madestatements based on her experience and knowledge.
(2) Director Hiromasa Suzuki attended 16 out of 17 meetings of the Board of Directors (94.1%) held during the
fiscal year under review and actively made comments based on his extensive experience as a manager.
In addition, as a member of the Remuneration Advisory Committee and Nomination Advisory Committee, heparticipated in deliberations from the standpoint of an outside Director and actively made statements basedon his experience and knowledge.

-9-

Proposal 3

Election of One Audit & Supervisory Board Member

As Audit & Supervisory Board Member Junko Taki will resign at the conclusion of this General Meeting of
Shareholders, the Company proposes the election of one Audit & Supervisory Board Member as a substitute.
In addition, since Takashi Yoshida, the candidate for Audit & Supervisory Board Member, will be elected asa substitute for Audit & Supervisory Board Member Junko Taki, his term of office will be until the expirationof the term of office of the resigning Audit & Supervisory Board Member as stipulated in the Articles ofIncorporation of the Company.
The consent of the Audit & Supervisory Board has been obtained for the submission of this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Takashi Yoshida(November 25, 1961)
New election
OutsideIndependent

Notes:

Career summary and position at the Company(Significant concurrent positions outside the Company)
Apr. 1985

Joined Duskin Co., Ltd.

Apr. 2006

Section Chief of Legal Affairs of Legal Affairs andCorporate Compliance

June 2008

Manager of Legal Affairs and Corporate
Compliance

June 2016

Audit & Supervisory Board Member (scheduled toresign in June 2024)

Number ofCompany sharesheld– shares<Reasons for nomination as candidate for outside Audit & Supervisory Board
Member>Takashi Yoshida has been engaged in legal work for many years and has extensive
knowledge of legal affairs and compliance matters, as well as experience as an Audit& Supervisory Board Member. The Company has therefore nominated him as a
candidate for Audit & Supervisory Board Member with the belief that he will carry out
his work appropriately as an outside Audit & Supervisory Board Member.

1. There is no special interest between the candidate and the Company.
2. Takashi Yoshida is a candidate for outside Audit & Supervisory Board Member.
3. Article 41 of the Company’s Articles of Incorporation stipulates that the Company may enter into liability
limitation agreements with outside Audit & Supervisory Board Members so that they can fully carry out their
expected roles. If the election of Takashi Yoshida is approved, the Company plans to execute an agreement with
him to limit his liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to Article 427,
paragraph 1 of the said Act. The maximum amount of liability for damages under said agreement is the amountstipulated by laws and regulations.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company withall Directors and Audit & Supervisory Board Members of the Company and its subsidiaries as the insured, as
stipulated in Article 430-3, paragraph 1 of the Companies Act. The policy will cover indemnification and litigation
expenses incurred by the insured as a result of claims for damages due to acts committed by the insured in theircapacity as an officer of the Company (including failure to act). If the candidate is elected and assumes office as
Audit & Supervisory Board Member, he will become an insured under the said insurance policy. In addition, when
renewing the said policy, the Company plans to do so with the same coverage.
5. Since there is no business relationship between the Company and Takashi Yoshida or Duskin Co., Ltd., where
Takashi Yoshida serves as an Audit & Supervisory Board Member, and because Takashi Yoshida satisfies therequirements for independent officers stipulated by the Tokyo Stock Exchange as well as the Company’s“Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members,” the Company
has designated him as an independent officer based on the stipulations of the Tokyo Stock Exchange and has
notified the Exchange thereof, based on the assumption that this proposal item will be approved. The Company’s“Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members” are described on
page 12.

- 10 -

[Reference]
Skill Matrix
The Skill Matrix is a summary of the experience and expertise required of officers in order to achievesustainable enhancement of the Company’s corporate value.
Each skill item will be reviewed from time to time, considering the external environment and the Company’ssituation.
Upon the approval and adoption of Proposal 2 and Proposal 3 as originally proposed and the completion of
the meetings of the Board of Directors and the Audit & Supervisory Board to be held thereafter, the skill
matrix of Directors and Audit & Supervisory Board Members shall be as follows.
Corporate
Finance/
ManageAccounting
ment

Name

GenderPosition

Hidenori
Takemiya

Male

Representative
Director andPresident○

Male

Director○

Male

Director○○

Akira Ando

Male

Director○○

Yoko Hori

FemaleOutside Director

Male

Outside Director

○

Male

Outside Director○

Yoshihisa
Sugimoto
KazuyaHayashi

Hiromasa
Suzuki
Hisao
Takahashi
Kazuya Inoue

Male

Kuniki Sato

Male

Takashi
YoshidaMaleStanding Audit& Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

GlobalTechnology/
Production

○

○

R&D

○
○
○

○
○

○
○

○
○

○

Sales/
Marketing

○

○

○

○

○

<Description of skill items>
1. Corporate Management
Knowledge and experience as an executive officer of a listed company (overall optimization, decisionmaking from a medium- to long-term perspective, leadership)
2. Finance/Accounting
Knowledge and experience necessary for management and supervision
3. Global
Knowledge and experience necessary for the Company to further increase its overseas proportion(communication with local bases, leadership)
4. Technology/Production
Knowledge and experience necessary for fundamental operations in the manufacturing industry(knowledge on technology, execution of production projects, planning and execution of optimal
production)
5. R&D
Knowledge and experience required as a source of growth potential for the Company (knowledge andexploration of new technology, new product development, commercialization)
6. Sales/Marketing
Knowledge and experience necessary to drive the entire company (planning and executing sales andmarketing strategies with an eye on market and customer trends)- 11 -

[Reference]
Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
Independence criteria for outside Directors and outside Audit & Supervisory Board Members at the Company
are that they must not fall under any of the following and must be independent of the Company’s management.
1.

Executives of the Company and its affiliates (hereinafter referred to as “our Group”)

2.

A person for whom our Group is a major transaction partner or its executives, or our Group’s majortransaction partner or its executives

3.

Consultants, accounting experts, or legal experts who receive a large amount of money or other assets
from our Group in addition to the remuneration for their services as officers (in the case of acorporation, association, etc., a person who belongs to such organization)

4.

Any person who has fallen under 1 to 3 in the past three years

5.

A close relative of any of the following (1) through (3) (excluding immaterial persons):(1) Any person listed in 1 through 4(2) Any person who is an important business executive of our Group(3) Any person who has fallen under (2) in the past three years*

Executives shall mean Directors (excluding outside Directors), Executive Officers, employees, or any
other persons who execute the Company’s business.

*

A major transaction partner shall mean a party whose transaction amount in the most recent fiscal year
exceeds 2% of the Company’s or the transaction partner’s consolidated net sales.

*

A large amount of money or other assets shall mean assets whose total value exceeds 10 million yen
on average for the immediately preceding three fiscal years or 2% of the person’s net sales or total
revenues for the immediately preceding fiscal year, whichever is higher.

*

A close relative shall mean a relative within the second degree of kinship.

- 12 -