Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 9824)
January 10, 2023
To our shareholders:
Motohide Nishimura
Representative Director, President
SENSHU ELECTRIC CO., LTD.
1-4-21 Minami-Kaneden, Suita City, Osaka Pref.

Notice of the 73rd Annual General Meeting of Shareholders
We are pleased to announce the 73rd Annual General Meeting of Shareholders of SENSHU ELECTRIC CO., LTD.
(the “Company”), which will be held as indicated below.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing orelectronically (via the internet, etc.). Please review the attached Reference Documents for the General Meetingof Shareholders, and exercise your voting rights through either of the following methods:[Exercise of voting rights in writing]
Indicate your approval or disapproval of the proposals in the enclosed voting form and then return the form
to the Company by postal mail so that your vote is received by 5:00 p.m. on Wednesday, January 25, 2023
(JST).
[Exercise of voting rights electronically (via the internet, etc.)]
Access the Company’s website for exercising voting rights (https://www.web54.net), enter your voting rights
exercise code and password printed on the voting form, and indicate your approval or disapproval of the
proposals by 5:00 p.m. on Wednesday, January 25, 2023.

1. Date and Time: Thursday, January 26, 2023, at 10:00 a.m. (JST)
2. Venue:
3rd floor Ball Room of Shin-Osaka Esaka Tokyu REI Hotel,
9-6 Toyotsu-cho, Suita City, Osaka Pref.
In view of preventing potential infection with the novel coronavirus disease (COVID-19), please consider
exercising your voting rights in advance, in writing or electronically (via the internet, etc.), instead ofattending the meeting in person. Shareholders attending this meeting in person are asked to check thesituation regarding the spread of infections on the date of the meeting and their physical condition and takemeasures to prevent infection, such as wearing a face mask.
On the date of the General Meeting of Shareholders, we are also taking measures to prevent the spread of
COVID-19, including the measurement of your body temperature at the entrance and a reduction in thenumber of available seats. We appreciate your understanding on this matter.
Please also kindly understand that we will not provide souvenirs to attendees at the General Meeting of
Shareholders.

-1-3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 73rd fiscal year (from November 1,
2021 to October 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit and Supervisory Committee
2. The Non-consolidated Financial Statements for the 73rd fiscal year (from November 1, 2021 to October 31,
2022)
Matters to be resolved:
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Partial Amendments to Articles of Incorporation
Proposal No. 3 Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)
Proposal No. 4 Election of Three Directors Who Are Audit and Supervisory Committee Members
Proposal No. 5 Election of One Substitute Director Who Is an Audit and Supervisory Committee Member- When you attend the meeting in person, please hand in the enclosed voting form at the reception.
- Among the documents to be provided with the attachment to this notice, the items below are posted on the Company’s website(https://www.senden.co.jp/) pursuant to laws and regulations, as well as Article 16 of the Company’s Articles of Incorporation,
and are accordingly not included in this notice.
(1) “Overview of System to Ensure the Properness of Operations and Operational Status” in the Business Report(2) “Consolidated Statement of Changes in Equity” and “Notes to Consolidated Financial Statements” in the Consolidated
Financial Statements(3) “Non-consolidated Statement of Changes in Equity” and “Notes to Non-consolidated Financial Statements” in the Nonconsolidated Financial Statements
These items comprise part of the Consolidated Financial Statements and the Non-consolidated Financial Statements auditedby the Financial Auditor, and the Business Report, the Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by the Audit and Supervisory Committee, in preparing their respective audit reports.
- Should revisions arise to the Reference Documents for the General Meeting of Shareholders, the Business Report, the Nonconsolidated Financial Statements or the Consolidated Financial Statements, the revised versions will be posted on the
Company’s website (https://www.senden.co.jp/).

-2-

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

Appropriation of Surplus

The Company maintains a basic policy of paying stable dividends, and having given comprehensive consideration
to matters including the business performance of the fiscal year and the level of internal reserves, it proposes thepayment of year-end dividends and appropriation of surplus as follows:
1. Year-end dividends(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and their aggregate amountThe Company proposes to pay a dividend of ¥80 per common share of the Company.
In this event, the total dividends will be ¥715,577,200.
Note: The Company conducted a 1:2 stock split for common shares with an effective date of November 1,
2022. The year-end dividends for the fiscal year (73rd fiscal year) will be paid based on the numberof shares before the stock split, as the record date for the dividends is October 31, 2022.
(3) Effective date of dividends of surplus
January 27, 2023
2. Appropriation of surplus(1) Item of surplus to be increased and amount of increase
General reserve: ¥3,187,000,000(2) Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥3,187,000,000-3-Proposal No. 2

Partial Amendments to Articles of Incorporation

1.

Reasons for amendments
The amending 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) were enforced on September 1, 2022. Upon
introduction of the system for providing informational materials for the General Meeting of Shareholders inelectronic format, the Company proposes to make the following amendments to the Articles of Incorporation of
the Company.
(1) Since the Company is obliged to stipulate in its Articles of Incorporation that it shall take measures forproviding information that constitutes the content of Reference Documents for the General Meeting of
Shareholders, etc. in electronic format, we propose that Article 16 (Measures, etc. for Providing Information
in Electronic Format), paragraph (1) be newly established.
(2) Among items for which the measures for providing information that constitutes the content of Reference
Documents for the General Meeting of Shareholders, etc. in electronic format will be taken, we propose that
Article 16 (Measures, etc. for Providing Information in Electronic Format), paragraph (2) be newly
established in order to be able to limit the scope of the items to be stated in the paper-based documents to bedelivered to shareholders who requested the delivery of paper-based documents to the scope designated by
the Ministry of Justice Order.
(3) The provisions of Article 16 of the current Articles of Incorporation (Internet-based Disclosure and Deemed
Provision of Reference Documents for the General Meeting of Shareholders, Etc.) will be deleted as they will
no longer be required upon introduction of the system for providing informational materials for the General
Meeting of Shareholders in electronic format.
(4) Supplementary provisions regarding the effectiveness of the provisions to be deleted stated in above (3) willbe established. The supplementary provisions shall be deleted after the expiration of their term.

2.

Details of amendments
Details of the amendments to the Articles of Incorporation are as follows:(Amended portions are underlined.)
Proposed amendments

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

Article 16 In convening the General Meeting of
Shareholders, the Company may be deemed to haveprovided shareholders with information as to thosematters to be stated or shown in the Reference
Documents for the General Meeting of Shareholders,Business Report, Non-consolidated Financial
Statements and Consolidated Financial Statements bydisclosing the same via the internet as prescribed by the
Ministry of Justice Order.

-4-

Current Articles of Incorporation(Newly established)

Proposed amendments(Measures, etc. for Providing Information inElectronic Format)
Article 16 When the Company convenes the General
Meeting of Shareholders, it shall take measures forproviding information that constitutes the content ofReference 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 bedelivered to shareholders who requested the delivery of
paper-based documents by the record date of voting
rights.

(Newly established)

Supplementary Provisions(Newly established)(Transitional Measures for Providing Informational
Materials for the General Meeting of Shareholders inElectronic Format)
Article 1 Article 16 of the Articles of Incorporation(Internet-based Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.) shall remain effective regarding any
General Meeting of Shareholders held on a date within
six months from September 1, 2022.
2 These supplementary provisions shall be deleted on
the date when three months have elapsed from the dateof the General Meeting of Shareholders in thepreceding paragraph.

-5-

Proposal No. 3

Election of 12 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

At the conclusion of this meeting, the terms of office of all 12 Directors (excluding Directors who are Audit andSupervisory Committee Members; the same applies hereinafter) will expire. Therefore, based on the recommendationof the Nominating Committee, the Company proposes the election of 12 Directors.
As for this proposal, the Audit and Supervisory Committee of the Company has judged that all the candidates for
Director are qualified.
The candidates for Director are as follows:-6-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
Aug. 1995
Jan. 1996

Jan. 1997

Jan. 1998

Jan. 2000
May 2007
Apr. 2009
Nov. 2010
Jan. 2012
Reelection
1

Motohide Nishimura(July 6, 1955)

Jan. 2013
Mar. 2015
June 2015
Jan. 2016

June 2016
May 2018
June 2018

Mar. 2022

May 2022

Joined Okasan Securities Co., Ltd.
Advisor of the Company
Director, Deputy General Manager ofMarketing Div. & General Manager ofInternational Dept.
Managing Director, Deputy General Manager
of Administration Div. & General Manager of
Administration Dept.
Senior Managing Director, General Manager ofMarketing Div. & General Manager ofMarketing Administration Dept.
Representative Director, President
Representative Director, Chairman of STEC
Co., Ltd.
Representative Director, President & General
Manager of Marketing Div. of the Company
Representative Director, Chairman of Sanko
Shoji Co., Ltd.
Representative Director, President, General
Manager of Marketing Div. & General Manager
of International Div. of the Company
Representative Director, President & General
Manager of International Div.
Representative Director, Chairman of ASHI
ELECTRIC Co., Ltd.
Representative Director, Chairman of Taiyo
Tsushin Kogyo Co., Ltd.
Representative Director, Chairman &Representative Director, President of STEC
Co., Ltd.
Representative Director, President of theCompany (current position)
Representative Director of Kansai Cable
Wholesalers Association (current position)
Director (Audit and Supervisory Committee
Member) of KURABO INDUSTRIES LTD.
(current position)
Representative Director and Chairman of
Hokuetsu Denken Corporation (current
position)
President of the Japan Federation of Electric
Wire Workers’ Unions (current position)

Number of theCompany’s shares
owned

1,585,682 shares[Reasons for nomination]
Motohide Nishimura has extensive experience and a proven performance record, having been responsible for overall management of
the Company for many years as its Representative Director, President. Having judged that he can appropriately perform his role indecision making of management and supervision of business execution, the Company once again nominates him as a candidate for
Director.

-7-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1969
Nov. 2000
Jan. 2002
Jan. 2005
May 2005

Feb. 2007

Jan. 2008

Jan. 2012

Jan. 2012

Oct. 2014
Reelection
2

Jan. 2016
Takao Tahara(January 5, 1951)

June 2016

Nov. 2016
Apr. 2017

Nov. 2017

Apr. 2019

Oct. 2019

Aug. 2021

Joined the Company
General Manager of Nagoya Branch
Director & General Manager of Nagoya BranchManaging Director & General Manager ofNagoya BranchManaging Director, Deputy General Manager
of Marketing Div. & General Manager ofNagoya BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Nagoya Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch
Representative Director, Chairman of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
(current position)
Representative Director, President of SENSHU
ELECTRIC PHILIPPINES CORPORATION
Director, Vice President, Executive Officer,
Deputy General Manager of Marketing Div.,
Deputy General Manager of International Div.
& General Manager of Nagoya Branch of theCompany
Director, Vice President, Executive Officer,
General Manager of International Div. &Deputy General Manager of Marketing Div.
Director, Vice President, Executive Officer &General Manager of International Div.
Director, Vice President, Executive Officer,
General Manager of International Div. &General Manager of International Dept.,
International Div.
Representative Director, Chairman of SENSHU
ELECTRIC PHILIPPINES CORPORATION(current position)
Director, Vice President, Executive Officer &General Manager of International Div. of theCompany (current position)
Representative Director, Chairman of SENSHU
ELECTRIC VIETNAM CO., LTD. (current
position)
Director, Chairman of SENSHU ELECTRICAMERICA, INC. (current position)

Number of theCompany’s shares
owned

33,240 shares[Reasons for nomination]
Takao Tahara has extensive experience and a proven performance record in the overall marketing division and the overall international
division of the Company. Having judged that he can appropriately perform his role in decision making of management and supervisionof business execution, the Company once again nominates him as a candidate for Director.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1974
July 2006
Oct. 2010
Jan. 2012

Jan. 2016
Reelection
3

Atsuhiro Yoshida(September 15, 1955)

Jan. 2016
Nov. 2016

Jan. 2018

Jan. 2020

Joined the Company
General Manager of Saitama Office
General Manager of Sendai Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sendai BranchManaging Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Representative Director, President of ISUZU
ELECTRIC Co., Ltd.
Managing Director, Executive Officer &General Manager of Tokyo Branch of theCompany
Managing Director, Executive Officer, Deputy
General Manager of Marketing Div. & General
Manager of Tokyo Branch
Senior Managing Director, Executive Officer,
Deputy General Manager of Marketing Div. &General Manager of Tokyo Branch (current
position)

Number of theCompany’s shares
owned

17,000 shares[Reasons for nomination]
Atsuhiro Yoshida has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.
Mar. 1982
Joined the Company
Jan. 2009
General Manager of General Affairs Dept.
Jan. 2012
Executive Officer & General Manager ofGeneral Affairs Dept.
Jan. 2016
Director, Executive Officer, Deputy General
Reelection
Manager of Administration Div. & General
Manager of General Affairs Dept.
21,200 shares
4
Kazuto Narita
Jan. 2018
Managing Director, Executive Officer, Deputy(January 18, 1960)
General Manager of Administration Div. &General Manager of General Affairs Dept.
Jan. 2020
Senior Managing Director, Executive Officer,
General Manager of Administration Div. &General Manager of General Affairs Dept.
(current position)[Reasons for nomination]
Kazuto Narita has extensive experience and a proven performance record in the administration division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

-9-Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Mar. 1988
June 2010
Jan. 2014
Jan. 2016

Reelection
5

Toyo Usho(May 1, 1969)

Nov. 2016
Jan. 2020
Nov. 2020
Jan. 2021

Joined the Company
General Manager of Sapporo Branch
Executive Officer & General Manager of
Sapporo Branch
Director, Executive Officer, Deputy General
Manager of Marketing Div. & General Manager
of Sapporo Branch
Director, Executive Officer & General Manager
of Sapporo BranchManaging Director, Executive Officer &General Manager of Sapporo BranchManaging Director & Executive Officer
Senior Managing Director, Executive Officer &General Manager of Marketing Div. (current
position)

Number of theCompany’s shares
owned

10,600 shares[Reasons for nomination]
Toyo Usho has extensive experience and a proven performance record in the marketing division of the Company. Having judged that
he can appropriately perform his role in decision making of management and supervision of business execution, the Company once
again nominates him as a candidate for Director.
Mar. 1974
Joined the Company
Apr. 2004
President of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
Nov. 2010
General Manager of Fukuoka Branch of theCompany
Jan. 2012
Executive Officer & General Manager of
Fukuoka BranchReelection
Jan. 2016
Director, Executive Officer, Deputy General
21,400 shares
6
Manager of Marketing Div. & General Manager
Kiyoto Fukada
of Fukuoka Branch(September 26, 1955)
Nov. 2016
Director, Executive Officer & General Manager
of Fukuoka Branch
Jan. 2020
Managing Director, Executive Officer &General Manager of Fukuoka Branch (current
position)Jan. 2020
Chairman of SHANGHAI SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
[Reasons for nomination]
Kiyoto Fukada has extensive experience and a proven performance record in the marketing division of the Company. Having judgedthat he can appropriately perform his role in decision making of management and supervision of business execution, the Company
once again nominates him as a candidate for Director.

- 10 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 2001
May 2006
Sept. 2009
July 2014
Apr. 2019

Reelection
7

Motokazu Nishimura(April 15, 1976)

Jan. 2020
Jan. 2021
Aug. 2021
Jan. 2022

Joined Hosiden Corporation
Joined Nidec Corporation
Joined the Company
Representative Director, President of SENSHU
ELECTRIC INTERNATIONAL CO., LTD.
General Manager of International Dept.,
International Div. of the Company
Executive Officer & General Manager ofInternational Dept., International Div.
Director, Executive Officer & General Manager
of International Dept., International Div.
Director, President of SENSHU ELECTRICAMERICA, INC. (current position)
Managing Director, Executive Officer &General Manager of International Dept.,
International Div. of the Company (current
position)

Number of theCompany’s shares
owned

156,188 shares[Reasons for nomination]
Motokazu Nishimura has extensive experience and a proven performance record in the international division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.
Mar. 1979
Joined the Company
May 2013
General Manager of Accounting Dept.
Jan. 2016
Executive Officer & General Manager ofReelection
Accounting Dept.
14,800 shares
8Jan. 2020
Director, Executive Officer, Deputy General
Nobuko Shimaoka
Manager of Administration Div., General(March 30, 1957)
Manager of Accounting Dept. & General
Manager of Export Administration Office(current position)[Reasons for nomination]
Nobuko Shimaoka has extensive experience and a proven performance record in the accounting division of the Company. Having
judged that she can appropriately perform her role in decision making of management and supervision of business execution, theCompany once again nominates her as a candidate for Director.
Mar. 1975
Joined the Company
Jan. 2009
General Manager of 3rd Marketing Dept., Main
OfficeMay 2015
General Manager of Hiroshima BranchReelection
Jan. 2016
Executive Officer & General Manager ofHiroshima Branch
2,400 shares
9
Masanori Hanayama
Nov. 2018
Executive Officer, Deputy General Manager of(March 6, 1957)
Osaka Main Office & General Manager of 3rdMarketing Dept.
Jan. 2020
Director, Executive Officer, General Manager
of Osaka Main Office & General Manager of
3rd Marketing Dept. (current position)[Reasons for nomination]
Masanori Hanayama has extensive experience and a proven performance record in the marketing division of the Company. Having
judged that he can appropriately perform his role in decision making of management and supervision of business execution, theCompany once again nominates him as a candidate for Director.

- 11 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Feb. 1991
Oct. 2010

Reelection
10

Jan. 2016
Isamu Fukuda(February 5, 1963)

Jan. 2022

Joined the Company
General Manager of Management Planning
OfficeExecutive Officer & General Manager ofManagement Planning OfficeDirector, Executive Officer & General Manager
of Management Planning Office (current
position)

Number of theCompany’s shares
owned

3,400 shares[Reasons for nomination]
Isamu Fukuda has extensive experience and a proven performance record in the management planning division of the Company.
Having judged that he can appropriately perform his role in decision making of management and supervision of business execution,
the Company once again nominates him as a candidate for Director.
Sept. 1984
Joined Osaka Office, Tohmatsu Awoki & Co.
(currently Deloitte Touche Tohmatsu LLC)
Feb. 1988
Registered as a certified public accountant
Sept. 1990
Joined The Industrial Bank of Japan, Limited(currently Mizuho Bank, Ltd.), Deputy
Manager of Credit Department
Apr. 2003
Joined Sony Corporation (currently Sony
Group Corporation), General Manager in
Reelection
Charge of Pension Planning Department
Independent outside
Apr. 2005
Research fellow of Kansai University
0 shares11
Apr. 2006
Professor of Graduate School of Kansai
Tooru Muneoka
University, School of Accountancy (current(June 27, 1957)
position)Mar. 2011
Audit & Supervisory Board Member of DDS,
Inc.
Jan. 2016
Director of the Company (current position)
Jan. 2019
Provisional Audit & Supervisory Board
Member of KYOEI STEEL LTD.
June 2019
Audit & Supervisory Board Member of KYOEISTEEL LTD. (current position)[Reasons for nomination and outline of expected roles]
Tooru Muneoka has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as a certified public accountant and a university professor to provide guidance and advice on the execution ofduties by Directors, particularly from his perspective as an expert on finance and accounting. In addition, if his election is approved,
he will be involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective
and neutral standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been
involved in the management of a company except as an outside officer. However, for the above reasons, the Company has judged that
he can appropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of theCompany will have been seven years.

- 12 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1991

Reelection
Independent outside
12
Tsuyoshi Kondo(November 19, 1963)

Apr. 1993
Apr. 1993
Apr. 2001
Apr. 2003
Apr. 2012

June 2016

Joined the Legal Training and ResearchInstitute of the Supreme Court of Japan
Registered as an attorney at law
Joined Chiaki & Tsuyoshi Kondo Law Office
President of KONDO LAW OFFICE (current
position)
Registered as a patent attorney
Specially Appointed Professor of Graduate
School of Kansai University, School of Law(current position)
Audit & Supervisory Board Member of Nippon
Shinyaku Co., Ltd. (current position)
Director of the Company (current position)

Number of theCompany’s shares
owned

0 sharesJan. 2018[Reasons for nomination and outline of expected roles]
Tsuyoshi Kondo has been nominated as a candidate for outside Director because the Company expects that he will continue to utilize
his broad knowledge as an attorney at law and a patent attorney to provide guidance and advice on the execution of duties by Directors,
particularly from his perspective as an expert on corporate legal affairs. In addition, if his election is approved, he will be involved in
the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral
standpoint as a member of the Nominating Committee and the Remuneration Committee. He has never in the past been involved in
the management of a company except as an outside officer. However, for the above reasons, the Company has judged that he canappropriately fulfill his duties as an outside Director. At the conclusion of this meeting, his tenure as outside Director of the Company
will have been five years.
Notes:
1.
The Company has a trading relationship including the buying/selling of products with SENSHU ELECTRIC INTERNATIONAL
2.

CO., LTD., where Takao Tahara concurrently serves as Representative Director and Chairman.
Other than the above mentioned, there is no special interest between any of the candidates and the Company.

3.
4.

Tooru Muneoka and Tsuyoshi Kondo are candidates for outside Director.
The Company has submitted notification to the Tokyo Stock Exchange that Tooru Muneoka and Tsuyoshi Kondo have been
appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company
plans for their appointments as independent officers to continue.

5.

Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with
Tooru Muneoka and Tsuyoshi Kondo to limit their liability for damages under Article 423, paragraph (1) of the Companies Act.
Under these agreements, the maximum amount of liability for damages is the amount provided for under laws and regulations. If
their reelection is approved, the Company plans to renew the aforementioned agreements with them.

6.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance policy includes the Directors of the Company as the insureds. Under
the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in thecourse of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with fullknowledge of its illegality.) If each candidate is elected and assumes office as Director, the Company will include each of them as
an insured in the insurance policy. In addition, when the policy is renewed, the Company plans to renew the policy with the sameterms.

7.

Since the Company conducted a 1:2 stock split for common shares on November 1, 2022, the number of the Company’s shares
owned is based on the shares after the stock split.

- 13 -

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

At the conclusion of this meeting, the terms of office of all three Directors who are Audit and Supervisory Committee
Members will expire. Therefore, the Company proposes the election of three Directors who are Audit and Supervisory
Committee Members.
The consent of the Audit and Supervisory Committee has been obtained regarding this proposal.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:
Candidate
No.

Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1979
Apr. 2004
June 2004
June 2006

June 2007

Reelection
Independent outside1

Apr. 2009
May 2011

Hiromichi Yamajo(May 2, 1956)

June 2012

June 2013
Jan. 2019
Jan. 2019
June 2020
Jan. 2021

Joined The Daiwa Bank, Ltd. (currently Resona
Bank, Limited).
Executive Officer of Resona Trust & Banking
Co., Ltd. (currently Resona Bank, Limited)
Director of Japan Investor Solutions &Technologies Co., Ltd.
Director and Executive Officer of Resona Trust& Banking Co., Ltd. (currently Resona Bank,
Limited)Director and Managing Executive Officer ofResona Trust & Banking Co., Ltd. (currently
Resona Bank, Limited)Managing Executive Officer of Resona Bank,
LimitedDirector and Vice President of Resona Kessai
Service Co., Ltd.
Full-time Audit & Supervisory Board Memberof The Kinki Osaka Bank, Ltd. (currently
Kansai Mirai Bank, Limited)
Director and Vice President of D&I Information
Systems Inc.
Advisor of D&I Information Systems Inc.
Full-time Audit & Supervisory Board Memberof the Company
Director (who is an Audit and Supervisory
Committee Member) of Shikibo Ltd.
Director (full-time Audit and Supervisory
Committee Member) of the Company (current
position)

Number of theCompany’s shares
owned

0 shares[Reasons for nomination and outline of expected roles]
Hiromichi Yamajo has been nominated as a candidate for outside Director who is a full-time Audit and Supervisory Committee Member
because the Company expects that he will continue to utilize his extensive expertise and experience at financial institutions and systemdevelopment and operation companies, and as an Audit & Supervisory Board Member and an Audit and Supervisory Committee
Member of several companies to provide guidance and advice on the execution of duties by Directors from a professional perspective,
particularly with respect to internal control and compliance. In addition, if his election is approved, he will be involved in the selectionof officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral standpoint as a memberof the Nominating Committee and the Remuneration Committee. At the conclusion of this meeting, his tenure as outside Director who
is a full-time Audit and Supervisory Committee Member of the Company will have been two years. Furthermore, he has previously
served as a non-executive officer (full-time Audit & Supervisory Board Member) of the Company.

- 14 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1978
July 1995
Mar. 2002
Dec. 2003
Apr. 2004

June 2007
Reelection
Independent outside
2
Masaki Hirata(October 31, 1954)

Apr. 2009
Oct. 2009
Nov. 2011
June 2014
Jan. 2019
Jan. 2021
Nov. 2021

June 2022

Joined The Daiwa Bank, Ltd. (currently Resona
Bank, Limited)
General Manager of Ibaraki-Nishi Branch of
The Daiwa Bank, Ltd.
General Manager of Head Office Sales
Department No. 4 of The Daiwa Bank, Ltd.
General Manager of Osaka Sales Department
No. 3 of Resona Bank, Limited
Regional CEO of Western Osaka Region, andGeneral Manager of Osaka-Nishiku Branch of
Resona Bank, Limited
Executive Officer of Resona Trust & Banking
Co., Ltd. (currently Resona Bank, Limited)
Representative Director and President of
HACHIBUSE DEVELOPMENT CO., LTD.
Director of Kinki Kanri Co., Ltd.
Director of Youthland Co., Ltd. (current
position)
Representative Director and President of
HACHIBUSE REAL ESTATE CO., LTD.
Audit & Supervisory Board Member of theCompany
Director (Audit and Supervisory Committee
Member) (current position)
Representative Director and Chairman of
HACHIBUSE DEVELOPMENT CO., LTD.
(current position)
Representative Director and Chairman of
HACHIBUSE REAL ESTATE CO., LTD.
(current position)

Number of theCompany’s shares
owned

0 shares[Reasons for nomination and outline of expected roles]
Masaki Hirata has been nominated as a candidate for outside Director who is an Audit and Supervisory Committee Member because
the Company expects that he will continue to utilize his extensive expertise and experience at financial institutions and his broad
knowledge of corporate management to provide guidance and advice on the execution of duties by Directors from a professional
perspective, particularly with respect to finance and human resources development. In addition, if his election is approved, he will be
involved in the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective andneutral standpoint as a member of the Nominating Committee and the Remuneration Committee. At the conclusion of this meeting,his tenure as outside Director who is an Audit and Supervisory Committee Member of the Company will have been two years.
Furthermore, he has previously served as a non-executive officer (Audit & Supervisory Board Member) of the Company.

- 15 -

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1980
Apr. 1997

Apr. 2007
Apr. 2008
New election
Independent outside

Apr. 20093
Akira Moriwaki(April 16, 1956)

Apr. 2011

Apr. 2012

June 2013

June 2018

Joined The Fuji Bank, Limited (currently
Mizuho Bank, Ltd.)
Seconded to International General Affairs Dept.
of The Fuji Bank, Limited
Director of Kwong on Bank Limited (currently
DBS Bank (Hong Kong) Limited)
General Manager of Management Planning
Dept. of Mizuho Trust & Banking Co., Ltd.
Executive Officer and General Manager ofManagement Planning Dept. of Mizuho Trust &Banking Co., Ltd.
Managing Executive Officer (in charge ofmanagement planning, finance, accounting andgeneral affairs) of Mizuho Trust & Banking
Co., Ltd.
Managing Executive Officer (in charge of AssetManagement Planning Office) of Mizuho
Financial Group, Inc.
Managing Executive Officer (Head of Trust
Products Unit and in charge of Fund Securities
Dept.) of Mizuho Trust & Banking Co., Ltd.
President & CEO of Trust & Custody Services
Bank, Ltd. (currently Custody Bank of Japan,
Ltd.
Standing Audit & Supervisory Board Memberof Keikyu Corporation

Number of theCompany’s shares
owned

0 shares[Reasons for nomination and outline of expected roles]
Akira Moriwaki has been nominated as a candidate for outside Director who is an Audit and Supervisory Committee Member because
he has extensive experience and broad insight as a manager in charge of corporate planning and asset management at financial
institutions, manager of an asset management company, and as a standing Audit & Supervisory Board Member of a listed company,
and the Company expects him to utilize his knowledge to provide guidance and advice on the execution of duties by Directors from a
professional perspective, particularly with respect to finance and accounting. In addition, if his election is approved, he will be involvedin the selection of officer candidates, determination of officer remuneration, etc. for the Company from an objective and neutral
standpoint as a member of the Nominating Committee and the Remuneration Committee.
Notes:
1.
There is no special interest between any of the candidates and the Company.
2.
3.

They are all candidates for outside Directors.
The Company has submitted notification to the Tokyo Stock Exchange that Hiromichi Yamajo and Masaki Hirata have been
appointed as independent officers as provided for by the aforementioned exchange. If their reelection is approved, the Company
plans for their appointments as independent officers to continue. If Akira Moriwaki’s election is approved, the Company will

4.

newly appoint him as an independent officer and submit notification to the Tokyo Stock Exchange.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into agreements with
Hiromichi Yamajo and Masaki Hirata to limit their liability for damages under Article 423, paragraph (1) of the Companies Act.
Under these agreements, the maximum amount of liability for damages is the amount provided for under laws and regulations. If
their reelection is approved, the Company plans to renew the aforementioned agreements with them. If Akira Moriwaki’s election
is approved, the Company plans to enter into an agreement with him to limit liability for damages similar to the said agreement.

- 16 -

5.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance policy includes the Directors of the Company as the insureds. Under
the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in thecourse of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with fullknowledge of its illegality.) If each candidate is elected and assumes office as Director who is an Audit and Supervisory Committee
Member, the Company will include each of them as an insured in the insurance policy. In addition, when the policy is renewed,
the Company plans to renew the policy with the same terms.

6.

Upon the approval of the “Abolishment of Officers’ Retirement Benefits Plan for Directors and Audit & Supervisory Board
Members” proposed at the 69th Annual General Meeting of Shareholders held on January 30, 2019, it was resolved that theCompany pay the final retirement benefits to Audit & Supervisory Board Members at the times of their retirement as Audit &Supervisory Board Member. However, the payment shall be made at the times of their retirement as Directors who are Audit andSupervisory Committee Members.

(Reference)

Skill matrix of Directors after the conclusion of this meeting

Name

Corporate
management

Industryknowledge

Sales/
marketingInternational
business

ESG

Compliance

Finance/accounting

Motohide Nishimura

●

●

●

●

●

●

●

Takao Tahara

●

●

●

●

●

Atsuhiro Yoshida

●

●

●

Kazuto Narita

●

●

●

Toyo Usho

●

●

●

●
●
●

Kiyoto Fukada

●

●

●

●

●

Motokazu Nishimura

●

●

●

●

●

Nobuko Shimaoka●

Masanori Hanayama●●

Isamu Fukuda

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●
●

Tooru Muneoka●

Tsuyoshi Kondo
Hiromichi Yamajo

●

●

●

●

Masaki Hirata

●

●

●

●

Akira Moriwaki

●

●

●

●

●

- 17 -

Proposal No. 5

Election of One Substitute Director Who Is an Audit and Supervisory Committee Member

The Company requests approval for the election of one substitute Director who is an Audit and Supervisory
Committee Member, in order to provide for cases where the number of Directors who are Audit and Supervisory
Committee Members falls under the number required by laws and regulations.
This election can be nullified by resolution of the Board of Directors if the consent of the Audit and Supervisory
Committee has been obtained; provided, however, that it is only in a time before assuming office.
The consent of the Audit and Supervisory Committee has been obtained regarding this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, position and responsibility in the Company,
and significant concurrent positions outside the Company
Apr. 1974

Jan. 1996

Nov. 2001
Sept. 2002

Nov. 2004

Shinobu Miyaishi(January 9, 1951)

May 2005

Feb. 2007

Jan. 2012

July 2015

May 2019

Jan. 2020

Joined SHOWA ELECTRIC WIRE AND
CABLE CO., LTD. (currently SWCC SHOWAHOLDINGS CO., LTD.)
Assistant General Manager of Human
Resources Division of SHOWA ELECTRIC
WIRE AND CABLE CO., LTD.
Seconded to the Company as Managing
Director & General Manager of Administration
Div.
Managing Director & General Manager of
Administration Div.
Managing Director, General Manager of
Administration Div. & General Manager ofExport Administration Office
Managing Director, General Manager of
Administration Div., General Manager ofGeneral Affairs Dept. & General Manager ofExport Administration Office
Managing Director, General Manager of
Administration Div. & General Manager ofExport Administration Office
Managing Director, Executive Officer, General
Manager of Administration Div. & General
Manager of Export Administration OfficeSenior Managing Director, Executive Officer,
General Manager of Administration Div. &General Manager of Export Administration
OfficeSenior Managing Director, Executive Officer,
General Manager of Administration Div.,
General Manager of Export Administration
Office & General Manager of Administration
Dept.
Senior Managing Director, Executive Officer,
General Manager of Administration Div. &General Manager of Export Administration
OfficeAdvisorNumber of theCompany’s shares
owned

15,400 shares[Reasons for nomination]
Shinobu Miyaishi has extensive experience and a proven performance record in overall administration operations of theCompany. Having judged that he can appropriately perform his role in auditing and supervising the execution of duties
by Directors and strengthening the corporate governance of the Company, the Company nominates him as a candidate for
substitute Director who is an Audit and Supervisory Committee Member.

- 18 -

Notes:1.
There is no special interest between the candidate and the Company.
2.

If Shinobu Miyaishi assumes office as Director who is an Audit and Supervisory Committee Member, the Company plans to enter
into an agreement with him pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, to limit his liability fordamages under Article 423, paragraph (1) of the Companies Act. Under these agreements, the maximum amount of liability fordamages is the amount provided for under laws in the regulations.

3.

The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph (1) of
the Companies Act with an insurance company. The insurance policy includes the Directors of the Company as the insureds. Under
the insurance policy, the insurance company covers losses that may arise from an insured’s assumption of liability incurred in thecourse of the performance of duties as an officer or a person at a certain position, or receipt of claims pertaining to the pursuit ofsuch liability. (However, there are coverage exclusions, such as losses arising from performance of an illegal act with fullknowledge of its illegality.) If Shinobu Miyaishi assumes office as Director who is an Audit and Supervisory Committee Member,4.

he will be included as an insured in the insurance policy.
Since the Company conducted a 1:2 stock split for common shares on November 1, 2022, the number of the Company’s shares
owned is based on the shares after the stock split.

- 19 -