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.
(Securities code: 6390)
June 8, 2022
To Shareholders with Voting Rights
Kimiyasu Kato
President and Representative Director
KATO WORKS CO., LTD.
9-37, Higashi-ohi 1-chome,
Shinagawa-ku, Tokyo, Japan

Notice of the 123rd Annual General Meeting of Shareholders
You are cordially notified that the 123rd Annual General Meeting of Shareholders (the “Meeting”) of KATO
WORKS CO., LTD. (the “Company”) will be held for the purposes as described below.
In order to prevent the spread of COVID-19 infection, the Company requests that shareholders exercise
their voting rights in advance in writing or via the Internet and refrain from attending the Meeting inperson.
With regard to exercising your voting rights in advance, please review the following Reference Documents
for the General Meeting of Shareholders, and exercise your voting rights by either returning the enclosed
Voting Rights Exercise Form by mail or entering your votes online so that they are received by 5:30 p.m.
Japan time on Tuesday, June 28, 2022.
1. Date and Time:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time

2. Place:

10-30, Takanawa 4-chome, Minato-ku, Tokyo, Japan
32F, Aquamarine 32, Main Tower, Shinagawa Prince Hotel

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements and the results ofaudits of the Consolidated Financial Statements for the Company’s 123rd
Fiscal Year (April 1, 2021 – March 31, 2022), and results of audits by the
Accounting Auditor and the Audit and Supervisory Committee of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2021 – March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors (Excluding Directors Serving as Audit andProposal 3:
Supervisory Committee Members)
Election of Three (3) Directors Serving as Audit and Supervisory Committee
Proposal 4:
Members○ Request
・ If you are attending the Meeting in person, please submit the enclosed Voting Rights Exercise Form at thereception. Please also bring this Notice with you to save paper resources.
・Souvenirs will not be provided to shareholders attending the Meeting in person. We appreciate yourunderstanding.
○ Notes・Among the documents to be attached to this Notice, the following items are not stated in the attacheddocuments, as they are posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese) in
accordance with provisions of laws and regulations as well as Article 14 of the Company’s Articles ofIncorporation. Therefore, these attached documents are part of the Business Report and the consolidated andnon-consolidated financial statements audited by the Audit and Supervisory Committee in preparing theiraudit report, and the consolidated and non-consolidated financial statements audited by the accounting auditor-1-

in preparing their accounting audit report.
(1) “System to Ensure Appropriate Operations (Internal Control System) and Its Operating Status” and“Policy to Determine the Distribution of Surplus, etc.” in the Business Report(2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated Financial
Statements” in the Consolidated Financial Statements(3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Non-consolidated Financial
Statements” in the Non-consolidated Financial Statements
 Should there be revisions to the Reference Documents for the General Meeting of Shareholders, the Business
Report, and the Non-consolidated and Consolidated Financial Statements, the details of the revisions will be
posted on the Company’s website (http://www.kato-works.co.jp/) (in Japanese).
Our Measures to Prevent the Spread of the COVID-19 Infection
We would like to inform you of our measures to prevent the spread of COVID-19 infection on the day of themeeting. Your understanding and cooperation would be much appreciated.
[The Company’s measures] Officers and administrative staff will check their own health conditions and take their body temperatures
beforehand and wear masks on the day of the meeting.
 Acrylic sneeze guards will be placed at the reception of the venue and the chairperson’s seat.
 Alcohol-based disinfectant will be available at the entrance of the venue and other areas inside the venue.
[Request to our shareholders] Our staff will check the shareholders’ body temperature before entering the venue. Please note thatshareholders who are found to have a fever higher than 37.5°C and be unwell will be refused entry to thevenue. We appreciate your understanding in advance.
 Shareholders are requested to wear masks in the venue and cooperate in using alcohol-based disinfectant.

-2-

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

Appropriation of Surplus

The Company intends to determine dividends basically through stable dividends while paying attention tointernal reserves to sustainably enhance corporate value and maintain a sound financial structure upon
comprehensively taking into account consolidated financial results and dividend payout ratio.
In the fiscal year under review, no interim dividend was paid, but the Company proposes a year-end dividend at
10 yen based on the above policy.
In addition, in order to enable the Company’s capital policy to respond to future changes in the businessenvironment, the Company requests approval for a partial reversal of general reserve and transfer to retained
earnings brought forward as follows:
1. Matters relating to year-end dividend(1) Matters relating to allotment of dividend property and its total amount
10 yen per common share of the Company at a total of 117,172,520 yen(2) Effective date of the distribution of surplus
June 30, 2022
2. Other matters relating to appropriation of surplus(1) Item and amount of surplus to decrease
General reserve: 5,000,000,000 yen(2) Item and amount of surplus to increases
Retained earnings brought forward: 5,000,000,000 yen-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows:(1) The proposed Article 14, Paragraph 1 (Measures for Electronic Provision, Etc.) shall be newly established,as the Articles of Incorporation will be required to stipulate that information contained in the reference
documents for the general meeting of shareholders, etc. shall be provided electronically.
(2) The proposed Article 14, Paragraph 2 (Measures for Electronic Provision, Etc.) shall be newly established
to allow the Company to limit the scope of matters to be included in the paper copy to be sent toshareholders who have requested it, among the matters for which electronic provision measures are taken
for information contained in the reference documents for the general meeting of shareholders, to the scope
stipulated in the Ordinance of the Ministry of Justice.
(3) As the system for electronic provision of materials for the general meeting of shareholders is introduced,
Article 14 (Internet Disclosure and Deemed Provision of Reference Documents for the General Meetingof Shareholders, Etc.) of the current Articles of Incorporation will become unnecessary and will therefore
be deleted.
(4) Supplementary provisions relating to the effect of the provisions to be newly established and deleted
above shall be established. The Supplementary Provision will be deleted after the effective date.
2. Details of amendments
The details of the amendments are follows:(Amended parts are underlined.)
Proposed Amendments(Deleted)

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meeting of
Shareholders, Etc.)
Article 14 The Company may, when convening
a general meeting of shareholders,deem that it has provided
information to shareholders
pertaining to matters to be describedor indicated in the reference
documents for the general meetingof shareholders, business report,
non-consolidated financial
statements, and consolidated
financial statements, by disclosing
such information through the internet
in accordance with the provisions
provided in the Ordinance of the
Ministry of Justice.
(Newly established)(Measures for Electronic Provision, Etc.)
Article 14-4-

The Company shall, when convening
a general meeting of shareholders,provide information contained in thereference documents for the general
meeting of shareholders, etc.
electronically.

Current Articles of Incorporation

Proposed Amendments
2. Among the matters to be provided
electronically, the Company may
choose not to include all or part ofthe matters stipulated in the
Ordinance of the Ministry of Justicein the paper copy to be sent toshareholders who have requested itby the record date for voting rights.

(Newly established)
1.

2.

3.

-5-

(Supplementary provisions)
The deletion of Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation and theestablishment of the proposed Article 14(Measures for Electronic Provision, Etc.)
shall come into effect on September 1,
2022, which is the date of enforcement of
the amended provisions stipulated in theproviso of Article 1 of the supplementaryprovisions of the Act Partially Amending
the Companies Act (Act No. 70 of 2019)(the “Effective Date”).
Notwithstanding the provisions of thepreceding paragraph, Article 14 (Internet
Disclosure and Deemed Provision ofReference Documents for the General
Meeting of Shareholders, Etc.) of thecurrent Articles of Incorporation shallremain in force with respect to a general
meeting of shareholders to be held on adate within six months from the Effective
Date.
These supplementary provisions shall bedeleted after the lapse of six months fromthe Effective Date or the lapse of threemonths from the date of the general
meeting of shareholders set forth in thepreceding paragraph, whichever is later.

Proposal 3:

Election of Five (5) Directors (Excluding Directors Serving as Audit and Supervisory
Committee Members)

The terms of office of all Directors (excluding Directors serving as Audit and Supervisory Committee Members)
will expire at the conclusion of the Meeting. Accordingly, the Company proposes to elect five (5) Directors(excluding Directors serving as Audit and Supervisory Committee Members).
The Company has obtained comments from the Audit and Supervisory Committee that this Proposal isreasonable and there are no special matters to be noted at the Meeting.
The candidates for Directors (excluding Directors serving as Audit and Supervisory Committee Members) are as
follows:No.

Name

Current positions at the Company

1

Kimiyasu Kato

President and Representative Director

Reappointment

2

Takao Watanabe

Director, Executive Officer

Reappointment

3

Takatsugu Ishii

Director, Executive Officer

Reappointment

4

Yasuhiro Kondo

Director, Executive Officer

Reappointment

5

Yoshiaki Ohkami

Director

Reappointment
OutsideIndependent

-6-

No.

Name
(Date of birth)2

Number of theCompany’s
shares held

Joined the Company
General Manager, Corporate Auditors’ Office
General Manager, Engineering Division
General Manager, Materials Division
Director, General Manager, Engineering Division andReappointment
General Manager, Materials Division352,676
Jun. 2001
Director, Managing Executive Officer in charge of
Attendance at the Board of
Corporate Planning
Directors meetings:
Jun. 2004
President and Representative Director (to present)
16/16 (100%)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Reason for nomination as candidate for Director
Kimiyasu Kato has abundant experience as the Company’s President and Representative Director, and is demonstrating
leadership as the chief operating officer. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.
Apr. 1984
Joined the Company
Takao Watanabe
Apr. 2012
General Manager, Nagoya Branch(Dec. 25, 1961)
May 2015
General Manager, Construction Machinery Marketing
Department
Reappointment
4,107
Jul. 2015
Executive Officer, General Manager, Marketing
Department(inchargeofConstruction
Machinery)
Attendance at the Board ofJun. 2018
Director, Executive Officer, General Manager, Domestic
Directors meetings:
Marketing Division (to present)
16/16 (100%)
Kimiyasu Kato
(Aug. 25, 1968)

1

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1991
Jul. 1993
Aug. 1996
May 1997
Jun. 1997

Reason for nomination as candidate for Director
Takao Watanabe has abundant experience and achievements in the domestic market, having long been engaged in the
Company’s marketing segment operations. He is playing a sufficient part in important management decision-making andsupervision of business execution by the Board of Directors. Therefore, in order to make use of his capabilities andexperience in management, the Company proposes his re-election as a Director.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1977

3

Number of theCompany’s
shares held

Joined Ishikawajima-Harima Heavy Industries Co., Ltd.
(presently IHI Corporation)
Jul. 2003
General Manager, Power Project Overseas Sales Division,
Energy Operations
Jul. 2007
General Manager, Kuala Lumpur OfficeJun. 2012
Director, General Manager, Sales Control Division, IHI
Construction Machinery Limited (renamed KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. in November 2016)
Jun. 2017
Director, General Manager, Sales Control Division, KATOHEAVY INDUSTRIES CONSTRUCTION
MACHINERY CO., LTD. and General Manager, Overseas
Marketing Control Department of the Company
Mar. 2018
General Manager, Overseas Marketing Control
Department and General Manager, Marketing Control
Takatsugu Ishii
Department, HICOM Business Department of the(Jan. 30, 1955)
Company
Jun. 2018
Director, Executive Officer, General Manager, Overseas
Reappointment
Marketing Division
4,107
Jun. 2020
Director, Executive Officer, General Manager, Overseas
Business Control Division and General Manager,
Attendance at the Board ofOverseas Marketing Division
Directors meetings:
Jun. 2021
Director, Executive Officer, General Manager, Overseas
16/16 (100%)
Business Control Division, General Manager, Overseas
Marketing Division, General Manager, China BusinessControl Division and in charge of Information System
Department
Apr. 2022
Director, Executive Officer, General Manager, Overseas
Business Control Division, General Manager, Overseas
Marketing Division, General Manager, China BusinessControl Division, General Manager, Corporate Planning
Office, General Manager, Core System Project Office andin charge of Information System Department (to present)(Significant concurrent positions)
Director, KATO WORKS (CHINA) LTD.
Auditor, Kato SCE (Xiamen) Construction Machinery Co., Ltd.
Director, KATO IMER S.p.A., President, KATO EUROPE B.V.
President, ICOMAC, INC.
Reason for nomination as candidate for Director
Takatsugu Ishii has abundant experience and achievements, such as having been engaged mainly in the overseas sales at
IHI Corporation as well as domestic and overseas sales at IHI Construction Machinery Limited. Furthermore, as theGeneral Manager of Corporate Planning Office, he has led the formulation of the medium-term management plan, and isplaying a sufficient part in important management decision-making and supervision of business execution by the Boardof Directors. Therefore, in order to make use of his capabilities and experience in management, the Company proposes
his re-election as a Director.

-8-

No.

Name
(Date of birth)5

Number of theCompany’s
shares held

Joined the Company
Manager, Section II, Design Department I
General Manager, Design Department I and Manager,
Section II
Jun. 2019
Executive Officer, Deputy General Manager, Development
Reappointment
Division and General Manager, Design Department I
3,285
Jun. 2020
Executive Officer, General Manager, Development
Attendance at the Board of
Division and General Manager, Design Department I
Directors meetings:
Jun. 2021
Director, Executive Officer, General Manager,
16/16 (100%)Development Division and General Manager, Design
Department I (to present)
Reason for nomination as candidate for Director
Yasuhiro Kondo has long been engaged in the Company’s key product design operations and served as a manager forthe entire development segment since 2019. The Company believes that his abundant insight cultivated in thedevelopment segment is widely desired to enhance the quality of products that are essential to strengthen our businessfoundation in the future, and therefore proposes his re-election as a Director.
Apr. 1968
Research Engineer, Space Research Group, National
Aerospace Laboratory, Science and Technology Agency
Apr. 1991
Professor, Department of Mechano-Aerospace
Engineering, School of Engineering, Tokyo Institute ofTechnology
Apr. 1999
Special Advisor and Executive Research Inspector,
Technical Research and Development Department,
National Space Development Agency
Yoshiaki Ohkami
Apr. 2000
Professor Emeritus, Tokyo Institute of Technology (to(Jul. 26, 1939)
present)
Apr. 2000
Professor, Department of System Design Engineering,
Reappointment
Keio University
Outside
3,332
Apr.
2008
Dean and Professor, Graduate School of System Design
Independent
and Management, Keio University
Executive Advisor, System Design and Management
Attendance at the Board of Apr. 2011
Research Institute, Keio University (to present, currently
Directors meetings:
Honorary Advisor)
16/16 (100%)
Jun. 2014
Director of the Company (to present)
Yasuhiro Kondo(May 13, 1960)

4

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1984
Jul. 2006
Jul. 2010(Significant concurrent positions)
Professor Emeritus, Tokyo Institute of Technology
Honorary Advisor, System Design and Management Research Institute, Keio
University
Chairman, Committee on Basic Technology of Space Solar Power Systems,
Japan Aerospace Exploration Agency (JAXA)
Reason for nomination as candidate for Outside Director and expected roles
Yoshiaki Ohkami has long been engaged in the aerospace engineering research and development and provided valuableadvice mainly on our product development and design since assuming the position of Outside Director. In order tocontinue to advance its technological development and improve the corporate value of the Company, which is amachinery manufacturer, the Company proposes his re-election as an Outside Director. Although the candidate has notbeen directly involved in corporate management, the Company believes he may appropriately fulfill his duties as theCompany’s Outside Director, based on his successively holding the position of professor as well as abundant experienceand insight. The candidate’s term of office as an Outside Director will be eight (8) years at the conclusion of the
Meeting.

-9-Notes:1. There are no special interests between the candidates and the Company.
2. The Company has entered into a directors and officers liability insurance contract that insures all Directors with an insurancecompany. The insurance contract covers damages including compensation for damages and litigation costs to be borne by the
insured Directors as a result of assuming liability for the execution of their duties apart from certain exceptions such as grossnegligence or willful misconduct, and the insurance premiums for all of the insured are wholly paid by the Company. If theelection of each candidate for Director is approved, the Company intends to renew the contract.
3. If Yoshiaki Ohkami’s re-election is approved, the Company intends to continue the agreement with him to limit his liability as
provided in Article 427, Paragraph 1 of the Companies Act. The limit of liability under the agreement is the amount stipulated
by laws and regulations.
4. The Company has designated Yoshiaki Ohkami as an independent director stipulated by the provisions of the Tokyo Stock
Exchange and has notified the said Exchange accordingly. If his re-election is approved at the Meeting, the Company intends tomaintain his status as an independent director.
5. The number of the Company’s shares held by each candidate includes holdings in the officers’ or employees’ shareholding
association.

- 10 -

Proposal 4: Election of Three (3) Directors Serving as Audit and Supervisory Committee Members
The terms of office of all four (4) Directors serving as Audit and Supervisory Committee Members will expire at
the conclusion of the Meeting. Accordingly, the Company proposes to elect three (3) Directors serving as Audit
and Supervisory Committee Members.
The Company has obtained prior consent of the Audit and Supervisory Committee concerning the submission ofthis Proposal.
The candidates for Directors serving as Audit and Supervisory Committee Members are as follows:
No.

Name

Current positions at the Company

1

Hiroki Imai

Director, Audit and Supervisory Committee Member

Reappointment
OutsideIndependent

2

Shinichiro Zama

Director, Audit and Supervisory Committee Member

Reappointment
OutsideIndependent3

Toshiaki Kawakami

Executive Officer, General Manager, General Affairs
Division

New Candidate- 11 -

No.

Name(Date of birth)
Hiroki Imai(Jan. 15, 1971)
Reappointment
OutsideIndependent

Career summary, positions, responsibilities
and significant concurrent positions
Apr. 1997
Jun. 2015

Registered at Daini Tokyo Bar Association
Audit and Supervisory Committee Member of theCompany
Jun. 2016
Director, Audit and Supervisory Committee Member of
the Company (to present)(Significant concurrent positions)
Attorney-at-law, Tada General Law Firm

Attendance at the Board of
Directors meetings:
16/16 (100%)1

2

Number of theCompany’s
shares held

4,660

Attendance at the Audit
and Supervisory
Committee meetings:
13/13 (100%)
Reason for nomination as candidate for Outside Director and expected roles
Hiroki Imai has a long experience as an attorney-at-law and a high level of expertise in general corporate legal affairs.
He has provided appropriate supervision and advice on business execution of the Company’s management from an
outside perspective. Therefore, the Company proposes his re-election as a Director (Outside Director) serving as an
Audit and Supervisory Committee Member. Although the candidate has not been directly involved in corporate
management, the Company believes he may appropriately fulfill his duties for the reasons set forth above.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be six (6) years
at the conclusion of the Meeting.
Apr. 1977
Joined Finance Department, Tamagawa University &Shinichiro Zama
Academy(Oct. 11, 1954)
Apr. 2001
Manager of Secretarial Office, Tamagawa University &Academy
Reappointment
Apr.
2006
General Manager of Accounting Department, Tamagawa
OutsideUniversity & Academy
Independent
Apr. 2009
Councilor, Tamagawa University & Academy
Auditor, HyphaGenesis Inc.
Attendance at the Board of Mar. 2015
3,422
Apr. 2015
Director, Tamagawa University & Academy
Directors meetings:
Jun. 2018
Director, Audit and Supervisory Committee Member of the
15/16 (93%)
Company (to present)(Significant concurrent positions)
Attendance at the Audit Attendant to Executive Director, Tamagawa University & Academy
and Supervisory
Committee meetings:
13/13 (100%)
Reason for nomination as candidate for Outside Director and expected roles
In addition to an experience in financial section, Shinichiro Zama has a broad knowledge on management, having
engaged in school management as a trustee of Tamagawa University & Academy. He has provided appropriate
supervision and advice on business execution of the Company’s management from an outside perspective. Therefore, theCompany proposes his re-election as a Director (Outside Director) serving as an Audit and Supervisory Committee
Member.
The candidate’s term of office as an Outside Director (Audit and Supervisory Committee Member) will be four (4) years
at the conclusion of the Meeting.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities
and significant concurrent positions

Number of theCompany’s
shares held

Apr. 1981
Jul. 2010

3

Joined the Company
Manager, General Affairs Department and Personnel
Department
Jul. 2014
General Manager, General Affairs Department andPersonnel Department
Jun. 2016
Executive Officer, General Manager, General Affairs andToshiaki Kawakami
Personnel Department(Dec. 2, 1957)
Jul. 2020
Executive Officer, General Manager, Corporate Planning
1,200
Department
New Candidate
Jul. 2021
Executive Officer, General Manager, Corporate Planning
Department, General Manager, General Affairs
Department and in charge of Internal Control ComplianceDepartment
Apr. 2022
Executive Officer, General Manager, General Affairs andPersonnel Control Department (to present)
Reason for nomination as candidate for Director
Toshiaki Kawakami has long been widely engaged in operation and management of the head office including the generalaffairs and personnel segment. He was also engaged in the General Manager of the Corporate Planning Department andin charge of the Internal Control Compliance Department. The Company believes he may provide appropriate
supervision and advice on the Company’s reinforcement of governance and business execution, and proposes hiselection as a Director serving as an Audit and Supervisory Committee Member.

Notes:
1. There are no special interests between the candidates and the Company.
2. If Hiroki Imai’s and Shinichiro Zama’s re-election is approved, the Company intends to continue the agreement with them tolimit their liability as provided in Article 427, Paragraph 1 of the Companies Act. The limit of liability under the agreement willbe the amount stipulated in laws and regulations.
If Toshiaki Kawakami’s election is approved, the Company plans to enter into a similar contract with him.
3. Hiroki Imai and Shinichiro Zama are the candidates for outside directors.
The Company has designated Hiroki Imai and Shinichiro Zama as independent directors stipulated by the provisions of theTokyo Stock Exchange and has notified the said Exchange accordingly. If their election is approved at the Meeting, theCompany intends to maintain their status as independent directors.
4. The number of the Company’s shares held by each candidate includes holdings in the officers’ shareholding association.

- 13 -

[Reference] Skill Matrix of the Candidates for Directors
If Proposal 3 and Proposal 4 are approved as originally proposed, the expertise and experience specifically possessedby each candidate for Director are as follows:
Name

Outside andIndependent Corporate

Main expertise and experiences
Sales,

management marketing○

Kimiyasu Kato○○○

Takao Watanabe
Takatsugu Ishii

InterFinance,
Design, Production, Personnel,
nationality accounting development quality
labor

○

Hiroki Imai
Shinichiro Zama

●
●
●

○

Legal
affairs, risk

○

○

○
○
○

Yasuhiro Kondo
Yoshiaki OhkamiIT,digital○○○○Toshiaki
Kawakami○(Note) The above table does not represent all of the knowledge and experience possessed by each Director.

- 14 -

[Reference] Independence Criteria for Outside Directors
Persons who satisfy the independence requirements provided by the Tokyo Stock Exchange shall be deemed
independent from the Company.
However, the independence of those who fall under the following shall be carefully determined according to actual
circumstances.
1. Consultants, accounting or legal professionals who receive a large amount of compensation from the Company
other than directors’ compensation.
2. Persons who receive a large amount of donation, etc. from the Company, or in case the recipient is a corporation,etc., an executive thereof.
3. A major shareholder of the Company, or in case the entity is a corporation, etc., an executive thereof.
4. Close relatives of the following (excluding those who are irrelevant):
A. Persons who fall under 1 through 3 above.
B. Directors, Audit and Supervisory Board Members, Executive Officers and important employees, etc. of theCompany and its subsidiaries.

- 15 -