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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 9367)
June 10, 2024
(Date of commencement of electronic provision: June 5, 2024)
To Shareholders with Voting Rights:
Yoshisada Sone
President and Representative Director
DAITO KOUN CO., LTD.
4-6-8 Shibaura, Minato-ku, Tokyo, JapanNOTICE OF CONVOCATION OF
THE 75th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
We would like to express our deepest condolences concerning those who lost their lives in the Noto
Peninsula Earthquake in January this year, and our heartfelt sympathies to all those affected by the disaster.
We pray for the earliest possible recovery of the affected areas.
You are cordially notified that the 75th Annual General Meeting of Shareholders of DAITO KOUN CO.,LTD. (the “Company”) will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision of materials for the General Meeting of Shareholders and posted the matters to be provided
electronically on the website indicated below.
The Company’s website

https://www.daito-koun.co.jp/ir/library/ (in Japanese)

In addition to the above, the materials are also posted on the website indicated below.
Please access the Tokyo Stock Exchange website indicated below, enter “Daito Koun” in the “Issue name(company name)” field or the Company’s securities code “9367” in the “Code” field and click “Search,” select“Basic information,” then “Documents for public inspection/PR information,” and click “Click here foraccess” below “Notice of General Shareholders Meeting /Informational Materials for a General Shareholders
Meeting” to review the materials.
Tokyo Stock Exchange website (TSE Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, please exercise your voting rights by mailing us the enclosed
Voting Rights Exercise Form or via the Internet. Please review the Reference Documents for the
General Meeting of Shareholders included in the matters to be provided electronically and exercise
your voting rights by 5:15 p.m. on Wednesday, June 26, 2024, Japan time.

-1-1. Date and Time:Thursday, June 27, 2024 at 10:00 a.m. Japan time

2. Place:

Room B and C, 2nd floor, BELLESALLE Mita Garden at Sumitomo FudosanTokyo Mita Garden Tower located at 3-5-19 Mita, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
75th Fiscal Year (April 1, 2023 - March 31, 2024) and report on results ofaudits of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 75th Fiscal Year
(April 1, 2023 - March 31, 2024)
Proposals to be resolved:
Proposal 1:
Election of Six Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 2:
Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal 3:
Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member
◎
◎
◎

◎

When attending the meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception desk at the venue. Additionally, please bring this Notice with you in order to conserve resources.
Should the matters to be provided electronically require revisions, the revised versions will be posted on thewebsites on which such matters are posted.
Of the matters to be provided electronically, “Notes to the Consolidated Financial Statements” and “Notes
to the Non-consolidated Financial Statements” are, in accordance with laws and ordinances, and Article 14of the Articles of Incorporation of the Company, only posted on the Company’s website and the Tokyo
Stock Exchange website indicated above and are therefore not included in this notice of convocation.
Accordingly, the documents included in this notice of convocation are part of the documents which havebeen audited by the Accounting Auditor and the Audit and Supervisory Committee in the preparation of
their respective audit reports.
The system for electronic provision of information contained in the reference documents for the general
meeting of shareholders started in line with the enforcement of the amended Companies Act on September
1, 2022. Regardless of the amendments to the law, the Company has sent the paper-based materials for the
General Meeting of Shareholders of the Company pertaining to this General Meeting of Shareholders as
before.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

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

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee
Members; the same shall apply hereinafter in this proposal) will expire at the conclusion of this General
Meeting of Shareholders.
Accordingly, the Company proposes the election of six Directors (excluding Directors who are Audit andSupervisory Committee Members).
The candidates for Directors are as follows:
No.

Name

GenderCurrent positions at the Company
President and Representative
Director
Vice President and Representative
Director

Attendance at theBoard of Directors
meetings
10 out of 12 meetings(84%)
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)
12 out of 12 meetings(100%)

1

Yoshisada Sone

[Reappointment]

Male

2

Tetsuji Ogino[Reappointment]

Male

3

Tadashi Kusakabe[Reappointment]

Male

Senior Managing Director

4Noboru Igushi[Reappointment]

MaleManaging Director

5

Atsuko Okajima

FemaleOutside Director

12 out of 12 meetings(100%)

6

Yoshiki Masuta

Male

Outside Director

10 out of 10 meetings(100%)[Reappointment][Outside][Independent][Reappointment][Outside]

-3-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1982
June 1994
April 1997
June 1998
June 1999
June 20091

Yoshisada Sone
(October 4, 1959)[Reappointment]

Reason for
nomination as
candidate for
Director

Tetsuji Ogino(July 1, 1956)[Reappointment]
2

Reason for
nomination as
candidate for
Director

Joined the Company
Director
Managing Director
Vice President and Representative Director
President and Representative Director
President and Representative Director in charge of Internal
Audit Office
December 2010 President and Representative Director in charge of Customs
Clearance Administration & Management Office and Legal
Audit Office
June 2012
President and Representative Director, Internal Audit Office,Legal Audit Office, and Customs Clearance Administration &Management Office
June 2015
President and Representative Director, Customs Clearance
Administration & Management Office
June 2021
President and Representative Director
To the present
Mr. Yoshisada Sone has served as the Company’s President and Representative
Director since 1999 and has a track record of leading the entire Group andabundant experience and insight as a corporate manager.
The Company proposes his continued election as Director representing the Groupbecause we judged that he is qualified to promote the Group’s management.
Joined The Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
April 1979
Joined the Company as General Manager of President’s Office
April 2009
Director in charge of Administration Department and General
June 2009Manager of President’s OfficeDirector supervising Administration Division, Executive Officer
July 2010
in charge of Administration Department and Accounting
Department, and General Manager of President’s Office
June 2011
Managing Director, Administration Division
June 2014
Managing Director, Administration Division, Internal Audit
Office, Customs Clearance Department I, Customs Clearance
Department II, and Food Import Consulting OfficeSenior Managing Director and Assistant to President, Internal
June 2018
Audit Office, Administration Division, and Customs Clearance
Division
Vice President and Director, Assistant to President, Customs
June 2021
Clearance Administration & Management Office, Internal Audit
Office, and Administration Division
Vice President and Director, Assistant to President, Customs
June 2022
Clearance Administration & Management Office, Internal Audit
Office, Administration Division, Kawasaki Branch, Keiyo
BranchVice President and Representative Director, Assistant toJune 2023
President, Customs Clearance Administration & Management
Office, Internal Audit Office, Administration Division,
Kawasaki Branch, Keiyo Branch
To the present
While assisting the president, Mr. Tetsuji Ogino served as the person in charge of
the Company’s Administration Division and Customs Clearance Administration &Management Office, and has abundant experience, achievements and insights inbusiness management and accounting and finance, as well as being familiar withcustoms clearance, which is the company’s main business. The Company proposes
his continued election as Director because we judged that he is qualified to decide
the important matters of the Group’s management.

-4-

Number ofshares of theCompany held

330,397

105,514

No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Daito Maritime Agency Co., Ltd.
Transferred to the Company
General Manager of Marketing Department II
Executive Officer in charge of Marketing Department I and
General Manager of Marketing Department II
June 2011
Executive Officer in charge of Marketing Department I,
General Manager of Marketing Department II, and General
Manager of Marketing Department III
July 2012
Executive Officer in charge of Marketing Department I,
Marketing Department II, Marketing Department III, andMarketing Department IV, and General Manager of Marketing
Department III
June 2013
Director, Marketing Department I, Marketing Department II,
and Marketing Department III
June 2015
Director, Marketing Division
June 2016
Managing Director, Marketing Division
Senior Managing Director, Marketing Division
June 2020
Senior Managing Director, Marketing Division, Osaka Branch,
June 2022
Kobe Sales Office, Fukuoka Sales Office
To the present
Mr. Tadashi Kusakabe has a wealth of experience and insight in corporate
management and the Marketing Division, and boasts strong leadership and aunifying force in leading the organization. The Company proposes his continued
election as Director because we judged that he is qualified to strengthen the
Company’s sales capabilities.
Joined the Company
April 1988
General Manager of General Planning Department
June 2012
Executive Officer and General Manager of General Planning
July 2015
Department
Senior Executive Officer in charge of Accounting Department
July 2017
and General Manager of General Planning Department
July 2018
Senior Executive Officer in charge of Distribution Marketing
Department and Operations Department
Director, Distribution Marketing Department, Operations
June 2019
Department, Customs Clearance Department I, and Customs
Clearance Department II
Director, Distribution Marketing Department, Operations
June 2021
Department, Customs Clearance Division
November 2021 Director, Distribution Marketing Department, Operations
Department, Customs Clearance Department, Yokohama BranchManaging Director, Distribution Marketing Department,
June 2022
Operations Department, Customs Clearance Department,
Yokohama Branch
To the present
Based on Mr. Noboru Igushi’s many years of experience in the Administration
Division and Operations Department, it was judged that he is suitable for opening
dialogue with sites utilizing his knowledge of the core system and proposing andexecuting an efficient mechanism in response to the request, with a view tomanagement through figures. Therefore, the Company proposes his continued
election as Director.
December 1975
November 1986
April 2008
July 2010

3

Tadashi Kusakabe(December 5, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director

4

Noboru Igushi(October 30, 1967)[Reappointment]

Reason for
nomination as
candidate for
Director-5-

Number ofshares of theCompany held

76,28325,161No.

Name(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Ministry of Agriculture, Forestry and Fisheries
Deputy Director-General of Ministry of Agriculture, Forestry
and Fisheries (Food Safety and Consumer Affairs Bureau)
Deputy Director-General of Ministry of Health, Labour andJuly 2004
Welfare (Safety and Consumer Affairs Bureau)
Vice Governor of Saitama prefecture
July 2006
July 2009
Director-General of Gender Equality Bureau of Cabinet Office(until September 2012)
April 2013
Member of the Information Disclosure and Personal
Information Protection Review Board of Cabinet Office(retired in March 2019)
June 2020
Outside Auditor of House Foods Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
July 2020
Director of the Company
June 2021
Outside Director (Audit & Supervisory Committee Member) of
House Foods Group Inc.
To the present[Significant concurrent positions]
Outside Director (Audit & Supervisory Committee Member) of House Foods
Group Inc.
Part-time Adviser of KYOKUYO CO., LTD.
Ms. Atsuko Okajima is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
She is expected to give appropriate advice and supervision regarding management
decisions and risk management by utilizing her wealth of experience andknowledge about food as well as the wide range of experience and insight inpolicy management that she has cultivated through serving in the positions of the
Ministry of Agriculture, Forestry and Fisheries; Ministry of Health, Labour andWelfare; Vice Governor of Saitama prefecture; Director-General of Gender
Equality Bureau of Cabinet Office; and a member of the Information Disclosureand Personal Information Protection Review Board of Cabinet Office.
Additionally, the Company expects that she will serve as a Nomination Committee
member (nominating directors, etc.), a voluntary committee, to play an importantrole such as supervising the management team. Therefore, the Company proposesher continued election as Outside Director.
April 1977
July 2003

Atsuko Okajima(October 15, 1954)

5[Reappointment][Outside][Independent]

Reason for
nomination as
candidate for
Outside Director
and expected roles-6-

Number ofshares of theCompany held

1,000

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined Kobe Steel, Ltd.
General Manager of Production Control Department, Kakogawa
Works, Iron & Steel Business of Kobe Steel, Ltd.
Deputy General Manager, Kakogawa Works, Iron & Steel
April 2015
Business of Kobe Steel, Ltd.
General Manager of Technology Management Department, Iron
April 2016
& Steel Business of Kobe Steel, Ltd.
April 2017
Executive Assistant of KOBELCO LOGISTICS, LTD.
June 2017
Director in charge of General Administration Department,
Human Resources Department, Corporate Planning
Department, Occupational Health and Safety Department, andin charge of Compliance of KOBELCO LOGISTICS, LTD.
June 2019
Executive Managing Director and General Manager of Steel
Products Division, in charge of Steel Products Sales Office ofSteel Products Division, Human Resources Department,
Corporate Planning Department, Kobe Power Generation
Logistics Group, and General Manager of Corporate Planning
Department of KOBELCO LOGISTICS, LTD.
June 2020
Executive Managing Director and General Manager of
Production Logistics Division, and in charge of Human
Resources Department, Corporate Planning Department, andIron & Steel Operations Management Center of KOBELCOLOGISTICS, LTD.
Executive Managing Director and General Manager ofJune 2022
Production Logistics Division, in charge of General
Administration Department, Human Resources Department, andIron & Steel Operations Management Center, and in charge ofCompliance of KOBELCO LOGISTICS, LTD.
Director of the Company
June 2023
To the present[Significant concurrent positions]Executive Managing Director of KOBELCO LOGISTICS, LTD.
Mr. Yoshiki Masuta is a candidate for Outside Director as stipulated in Article 2,
Paragraph 3, Item 7 of the Regulation for Enforcement of the Companies Act.
He has abundant experience and insight in management at Kobe Steel, Ltd. and
KOBELCO LOGISTICS, LTD., which is a business partner of the Company. The
Company expects him to provide effective and appropriate advice and supervisionin ensuring the validity and compliance of our management judgment andmanagement supervision, etc.
In addition, based on his own knowledge, the Company expects him to fulfill
important duties such as promoting the sustainable growth of the Company andgiving advice to improve corporate value over the medium to long term.
Therefore, the Company proposes his continued election as Outside Director.

Number ofshares of theCompany held

April 1986
April 2010

Yoshiki Masuta(December 8, 1962)[Reappointment][Outside]6

Reason for
nomination as
candidate for
Outside Director
and expected roles—(Notes)
1. Ms. Atsuko Okajima and Mr. Yoshiki Masuta are candidates for Outside Directors.
The Company has registered Ms. Atsuko Okajima as Independent Director with the Tokyo Stock Exchange inaccordance with its regulations. If her reelection is approved, the Company will continue to register her as Independent
Director with the Tokyo Stock Exchange.
2. The Company has entered into agreements with Ms. Atsuko Okajima and Mr. Yoshiki Masuta in accordance with theCompany’s Articles of Incorporation and Article 427, Paragraph 1 of the Companies Act to limit their liability fordamages pursuant to Article 423, Paragraph 1 of the same Act. If their reelection is approved, the Company willcontinue said liability limitation agreements with them.
3. The Company has concluded a directors and officers liability insurance contract with an insurance company, and eachcandidate is insured under the policy. Please refer to page 26 of the Business Report (Japanese version) for outline of
the insurance contract. The Company plans to renew the insurance contract with the same contents at the time of thenext renewal.
4. A candidate for Director, Mr. Yoshiki Masuta, is concurrently serving as Executive Managing Director of KOBELCO

-7-

5.
6.
7.

LOGISTICS, LTD.
There is a business relationship between KOBELCO LOGISTICS, LTD. and the Company regarding revenue such as
shipping charges, premises work fees, and payment of office rent.
The term of office of Ms. Atsuko Okajima as the Company’s Outside Director will be three years as of the conclusionof this Annual General Meeting of Shareholders.
The term of office of Mr. Yoshiki Masuta as the Company’s Outside Director will be one year as of the conclusion ofthis Annual General Meeting of Shareholders.
There are no special interests between other candidates for Directors and the Company.
In addition to the above, there are no special matters to be stated in the proposal for the election of Directors as
stipulated in Article 74 of the Regulation for Enforcement of the Companies Act.

-8-

Proposal 2:

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire
at the conclusion of this General Meeting of Shareholders.
Accordingly, the Company proposes the election of three Directors who are Audit and Supervisory
Committee Members, with the consent of the Audit and Supervisory Committee.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:No.

1

Hisao Kitada

2

Eijiro Kamata

3

No.

Name

[Reappointment][Reappointment][Independent][Outside][Reappointment]
Ryuta Matsuda [Independent][Outside]

Name(Date of birth)

Gender

Male

Male

Male

Current positions at theCompany

Attendance at theBoard of Directors
meetings

Director
Chairman of the Audit andSupervisory Committee
Outside Director
Audit and Supervisory
Committee Member
Outside Director
Audit and Supervisory
Committee Member

12 out of 12
meetings(100%)
12 out of 12
meetings(100%)
12 out of 12
meetings(100%)

Past experience, positions, responsibilities,
and significant concurrent positions
Joined the Company
General Manager of Port Transport Department
General Manager in charge of Development Department
General Manager of Marketing Department I
Executive Officer in charge of Marketing Department VI andMarketing Department VII and General Manager of Marketing
Department V
June 2013
Director, Marketing Department IV and Marketing Department
V
June 2015
Director, Operations Division, Yokohama Branch, Kawasaki
Branch, and Keiyo Branch
June 2018
Managing Director, Operations Division, Yokohama Branch,
Kawasaki Branch, and Keiyo BranchManaging Director, Operations Division and Branch Division
June 2019
June 2022
Director who is an Audit and Supervisory Committee Member
Chairman of the Audit and Supervisory Committee
To the present
Since joining the Company, Mr. Hisao Kitada has abundant experience andinsight, having served in the Operations Division, the Marketing Division, and theBranch Division over many years. The Company proposes his continued election
as Director who is an Audit and Supervisory Committee Member because we
judged that he is qualified to contribute to securing the soundness of the Company
by ensuring the legality of business execution and maintaining close
communication with the Internal Audit Office capitalizing on his wealth ofexperience.
June 1990
April 2003
April 2006
December 2006
July 20101

Hisao Kitada(January 7, 1956)[Reappointment]

Reason for
nomination as
candidate for
Director-9-

Attendance at
the Audit andSupervisory
Committee
meetings
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
14 out of 14
meetings(100%)
Number ofshares of theCompany held

19,000Name(Date of birth)

No.

Past experience, positions, responsibilities,
and significant concurrent positions
Joined The Dai-ichi Kangyo Bank, Limited (currently Mizuho
Bank, Ltd.)
General Manager of Shinmatsudo Branch
April 1996
September 1999 Planning and Research Officer of Human Resources Office
General Manager of Minowa Ekimae Branch of Mizuho Bank,
April 2002
Ltd.
August 2003
Transferred to Credit Management Services Co., Ltd.,Managing Director and General Manager of General
Administration Division
April 2006
Executive Director of Mizuho Education Welfare Foundation
May 2014
Retired from the Foundation
June 2014
Corporate Auditor of the Company
To the present
May 2015
Outside Director of Maruzen Co., Ltd.
(retired in May 2019)
June 2022
Director who is an Audit and Supervisory Committee Memberof the Company
To the present
Mr. Eijiro Kamata has a wealth of knowledge in financial affairs, having served in
the banking business for many years. He is highly independent and has served as
the chairman of the voluntary Nomination Committee (nominating directors, etc.)
and Remuneration Committee. The Company proposes his continued election as
Outside Director who is an Audit and Supervising Committee Member because
we expect him to contribute to further strengthen the Company’s audit system.
Graduated Hitotsubashi University Faculty of Law
March 1997
Registered as attorney-at-law (51st Legal Apprenticeship)
April 1999
Joined Ono Takao Law Firm (currently ONO SOGO LEGALPROFESSION CORPORATION)
September 2016 Partner
June 2019
Corporate Auditor of the Company
June 2022
Director who is an Audit and Supervisory Committee Memberof the Company
To the present
April 1973

Eijiro Kamata(May 23, 1950)

2[Reappointment][Outside][Independent]
Reason for
nomination as
candidate for
Outside Director andexpected roles

Ryuta Matsuda(May 26, 1972)

3[Reappointment][Outside][Independent]
Reason for
nomination as
candidate for
Outside Director andexpected roles

Number ofshares of theCompany held——
[Significant concurrent positions]
Partner of ONO SOGO LEGAL PROFESSION CORPORATION
Although Mr. Ryuta Matsuda has never been directly involved in corporate
management, he has extensive knowledge of legal affairs as an attorney-at-law,
and we expect him to proactively contribute to the Company’s auditing operations
objectively as a legal expert. Additionally, He has served as a member of thevoluntary Nomination Committee (nominating directors, etc.). Therefore, theCompany proposes his continued election as Outside Director who is an Audit andSupervising Committee Member because we judged that he is a necessary asset toenhance the corporate value of the Company.

(Notes)1.

The Company has a legal advisory agreement with ONO SOGO LEGAL PROFESSION CORPORATION, to which Mr.
Ryuta Matsuda belongs. There is no special interest relationship between other candidates and the Company.

2.

Messrs. Eijiro Kamata and Ryuta Matsuda are candidates for Outside Directors.
The Company has registered Messrs. Eijiro Kamata and Ryuta Matsuda as Independent Directors with the Tokyo Stock
Exchange in accordance with its regulations. If their reelection is approved, the Company will continue to register them as
Independent Directors with the Tokyo Stock Exchange.

3.

The Company has concluded a directors and officers liability insurance contract with an insurance company, and each- 10 -

candidate is insured under the policy. Please refer to page 26 of the Business Report (Japanese version) for outline of theinsurance contract. The Company plans to renew the insurance contract with the same contents at the time of the next
renewal.
4.

The term of office of Mr. Eijiro Kamata as Outside Director of the Company will be two years as of the conclusion of thisAnnual General Meeting of Shareholders.

5.

The term of office of Mr. Ryutaro Matsuda as Outside Director of the Company will be two years as of the conclusion ofthis Annual General Meeting of Shareholders.
In addition to the above, there are no special matters to be stated in the proposal for the election of Directors who are Audit
and Supervising Committee Members, as stipulated in Article 74-3 of the Regulation for Enforcement of the Companies
Act.

(Reference) Proposal 1: Expertise and experience of the candidates for the Company’s Directors (Skill Matrix)
No.
Name
Position at theCompany
Term of office
Corporate
management
Marketing
Finance andaccounting
Legal affairs
and riskmanagement
Operation
Knowledge ofthe industry
Knowledge ofoverseas
Publicadministrationand gender
Nomination
Committee(voluntary)
Remuneration
Committee(voluntary)

1
YoshisadaSone

2
Tetsuji Ogino

30

Vice President
andRepresentative
Director
15〇〇

President andRepresentative
Director

3
Tadashi
Kusakabe

4
Noboru Igushi

5
AtsukoOkajima6
Yoshiki
MasutaSeniorManaging
Director

Managing
Director

OutsideDirector

OutsideDirector

11

5

3

1

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇
〇
〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

〇

- 11 -

(Reference) Proposal 2: Expertise and experience of the candidates for the Company’s Directors who are Audit andSupervisory Committee Members (Skill Matrix)
No.

1

2

Name

Hisao Kitada

Eijiro Kamata

Position at theCompany

Director
Chairman of
the Audit andSupervisory
Committee

Term of office
Corporate
management
Marketing
Finance andaccounting
Legal affairs
and riskmanagement
Operation
Knowledge ofthe industry
Knowledge ofoverseas
Publicadministrationand gender
Nomination
Committee(voluntary)
Remuneration
Committee(voluntary)

2

OutsideDirector
Audit andSupervisory
Committee
Member2

3
Ryuta
MatsudaOutsideDirector
Audit andSupervisory
Committee
Member
2

〇

〇

〇

〇
〇
〇
〇
〇

〇

〇

〇

〇

〇

- 12 -

Proposal 3:

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

The Company proposes the election of one substitute Director who is an Audit and Supervisory
Committee Member to prepare in advance for a case where the number of Directors who are Audit andSupervisory Committee Members falls below the number stipulated by laws and ordinances, with theconsent of the Audit and Supervisory Committee. The effectiveness of election pursuant to this proposal may
be nullified by a resolution of the Board of Directors with the consent of the Audit and Supervisory
Committee, but only prior to the candidate assuming office.
Name(Date of birth)

Past experience, positions,and significant concurrent positions
April 1964
July 1993
July 1998
July 2003
September 2004
January 2005
March 2014

Tomio Hanada(June 13, 1945)

December 2018

Joined Sapporo Regional Taxation Bureau, Co-ordination
Division of Management and Co-ordination Department
Director of Co-ordination Division of Kanagawa Tax Office
Deputy District Director of Hino Tax Office
Deputy District Director of Azabu Tax Office (in charge of
Co-ordination, Public Relations, and Revenue Management andCollection)
Established Hanada Tomio Taxation Office
Corporate Tax Advisor of the Company
Outside Corporate Auditor of the Company (retired in June
2014)
Outside Corporate Auditor of the Company (retired in June
2019)
To the present

Number ofshares of theCompany held

3,000

[Outside]
Reason for
nomination as
candidate for
Substitute Outside
Director andexpected roles

Although Mr. Tomio Hanada has never been directly involved in corporate
management, he has professional expertise and experience as a certified tax
accountant, and we expect him to accurately conduct the Company’s auditing
operations with his wealth of knowledge. The Company proposes his election as
Substitute Outside Director who is an Audit and Supervising Committee Member
because we judged that he is a necessary asset to enhance the corporate value of
the Company.

(Notes)1. There is no special interest relationship between Mr. Tomio Hanada and the Company.
2. Mr. Tomio Hanada is a candidate for Substitute Outside Director who is an Audit and Supervisory Committee Member.
3. If Mr. Tomio Hanada assumes the position of Outside Director who is an Audit and Supervising Committee Member, theCompany will enter into agreement with him in accordance with the Company’s Articles of Incorporation and Article 427,
Paragraph1 of the Companies Act to limit his liability for damages pursuant to Article 423, Paragraph 1 of the same Act.

4. The Company has concluded a directors and officers liability insurance contract with an insurance company. Please refer topage 26 of the Business Report (Japanese version) for outline of the insurance contract. If Mr. Tomio Hanada assumes the
position of Outside Director who is an Audit and Supervising Committee Member, he will be covered by the insurance
contract.

- 13 -