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: 9837
February 3, 2023
To Shareholders with Voting Rights:
Takaki Ichitsubo
Representative Director and President
MORITO CO., LTD.
4-2-4, Minami Hommachi, Chuo-ku,
Osaka-shi, Osaka, JapanNOTICE OF
THE 85TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 85th Annual General Meeting of Shareholders (this “Meeting”) of MORITO
CO., LTD. (the “Company”) will be held as described below.
In view of the impact of COVID-19, we strongly encourage all shareholders to refrain from attending
this Meeting in person regardless of their health condition, and to exercise their voting rights in writing or
via the Internet, etc. When exercising your voting rights in writing or via the Internet, etc., please review
the Reference Documents for the General Meeting of Shareholders below and exercise your voting rights
by 5:30 p.m. Japan time, Wednesday, February 22, 2023.
Exercise of voting rights by post (in writing)
Please indicate your approval or disapproval for each proposal on the enclosed voting rights exercise form
and return it so that it is received by the deadline above.
Exercise of voting rights via the Internet, etc.
Please review the Guide to Exercise of Voting Rights via the Internet, etc. on page 3 and exercise yourvoting rights by the deadline above on the voting rights exercise website (https://evote.tr.mufg.jp/) (inJapanese) designated by the Company.
1. Date and Time:

Friday, February 24, 2023 at 10:00 a.m. Japan time
(Reception will open at 9:15 a.m.)

2. Place:

Banquet room Azuchi, 2F, Viale Osaka
3-1-3, Azuchimachi, Chuo-ku, Osaka-shi, Osaka, Japan

3. Meeting Agenda:
Matters to be reported:1. The Business Report, Consolidated Financial Statements for theCompany’s 85th Fiscal Year (December 1, 2021 - November 30, 2022)
and results of audits of the Consolidated Financial Statements by the
Accounting Auditor and the Board of Auditors
2. Non-consolidated Financial Statements for the Company’s 85th Fiscal
Year (December 1, 2021 - November 30, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Five (5) Directors
Proposal 3:
Election of Three (3) Auditors
Proposal 4:
Election of One (1) Substitute Auditor
Proposal 5:-1-

We have discontinued the offering of souvenirs to shareholders who attend this Meeting.
We appreciate your understanding on this matter.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~◼ Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue
on the day of this Meeting.
◼ Of the documents to be provided in this Notice, the following are posted on the Company’s website(https://www.morito.co.jp/ir/stock/) pursuant to the provisions of laws and regulations and Article 16of the Company’s Articles of Incorporation:1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements◼ Any revisions to matters to be stated in the Business Report, Consolidated and Non-consolidated
Financial Statements and the Reference Documents for the General Meeting of Shareholders will be
posted on the Company’s website (https://www.morito.co.jp/ir/).

-2-

1. If you are attending this Meeting
Please hand in the enclosed voting rights exercise form at the reception when you arrive at the venue
on the day of this Meeting.
Date and time of this Meeting:
10:00 a.m. Japan time, Friday, February 24, 2023
2. If you are not attending this Meeting
Exercising voting rights by post
Please indicate your approval or disapproval of each proposal on the enclosed voting rights exercise
form and return it so that it is received by the deadline.
Deadline of exercise: Received by 5:30 p.m. Japan time, Wednesday, February 22, 2023
Exercising voting rights via the Internet, etc.
Use the voting rights exercise website designated by the Company, review the Guide to Exercise of
Voting Rights via the Internet, etc. and enter your approval or disapproval for each proposal by thedeadline.
Deadline of exercise: Enter by 5:30 p.m. Japan time, Wednesday, February 22, 2023
Multiple exercises of voting rights(1) If you exercise your voting rights both by post and via the Internet, etc. your vote cast via theInternet, etc. will be treated as valid.
(2) In the case of duplicate voting via the Internet, etc., the final vote you cast will be treated as valid.
Similarly, in the case of duplicate voting via a PC and a smartphone, the final vote you cast willbe treated as valid.
3. Guide to Exercise of Voting Rights via the Internet, etc.
Please verify the following before exercising your voting rights via the Internet, etc.
Deadline of exercise: Enter by 5:30 p.m. Japan time, Wednesday, February 22, 2023
(The website is out of service from 2 a.m. to 5 a.m. every day.)Scanning the QR CodeBy using the QR Code, you can login on the voting rights exercise website without entering your login ID
and temporary password printed on the voting rights exercise form.
1. Scan the QR Code printed on the tab (right side) of the voting rights exercise form.
2. Enter your approval or disapproval of the proposals by following the onscreen instructions.
For details, please see the enclosed guide leaflet.
You can login using the QR Code only once.
If you wish to change your vote after casting your initial vote, please see “Entering your login ID andtemporary password” below.
Entering your login ID and temporary password
Voting rights exercise website
https://evote.tr.mufg.jp/
1. Access the voting rights exercise website.
2. Enter your login ID and temporary password printed on the voting rights exercise form.
3. Register a new password.
4. Enter your approval or disapproval of the proposals by following the onscreen instructions.
Inquiries regarding the voting system, etc.
Helpdesk at Corporate Agency Division,
Mitsubishi UFJ Trust and Banking Corporation
TEL: 0120-173-027 (open 9 a.m. to 9 p.m. Japan time, toll-free in Japan)
Attention:
Any fees incurred when accessing the voting rights exercise website (Internet access fees, etc.) shall be borneby the shareholder.

-3-For institutional investors:
For this Meeting, institutional investors may exercise their votes through electronic means via theElectronic Voting System Platform operated by ICJ, Inc.

-4-

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

Appropriation of Surplus

The Company proposes to appropriate surplus as follows:
1. Appropriation of surplus
The Company requests approval for the reversal of the general reserve to steadily implement its “financial
strategy and capital policy,” and “shareholder returns.”(1) Account item under earnings to increase and its amount:
Retained earnings brought forward
3,000,000,000 yen(2) Account item under earnings to decrease and its amount:
General reserve
3,000,000,000 yen
2. Year-end dividends
The Company proposes to pay year-end dividends for this fiscal year pursuant to its Basic Policy on Profit
Distribution, as follows:(1) Type of dividend property:
Cash(2) Allotment of dividend property and its total amount:
18.50 yen per share of the Company’s common stock at a total of 503,789,040 yen
Annual dividends will be 32 yen per share for this fiscal year including the interim dividend of 13.50
yen already paid.
(3) Effective date of distribution of surplus:
February 27, 2023

-5-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for proposal(1) Under the Act for Partially Amending the Industrial Competitiveness Enhancement Act and Other
Related Acts (Act No. 70 of 2021), listed companies are now permitted to hold general meetings ofshareholders without a designated location (so-called virtual-only shareholders’ meetings). The
Company believes that expanding choices for the method of holding the general meeting ofshareholders should contribute to the interests of the Company’s shareholders, allowing for large-scaledisasters such as the spread of infectious diseases and natural disasters and the progressive
digitalization of society as a whole, and therefore proposes to add holding a general meeting ofshareholders without a designated location to Article 13 (Convocation) of its current Articles ofIncorporation.
The rights of all shareholders will be given maximum priority when determining the method used tohold each general meeting of shareholders. Decisions will be made carefully, by resolution of the Boardof Directors, in view of social demands based on factors such as the spread of infectious diseases andlarge-scale disasters. In making these changes, the Company has obtained confirmation from the
Minister of Economy, Trade and Industry and the Minister of Justice that they meet the requirements
designated in the Ordinance of the Ministry of Economy, Trade and Industry and the Ordinance of the
Ministry of Justice.
(2) The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) came into force on September 1,
2022. Accordingly, the Company proposes to establish the amended Article 16 (Measures forElectronic Provision, Etc.), which will provide that information contained in the reference documents
for the general meeting of shareholders, etc. will be provided electronically and limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it, and to delete
the provisions of the current Article 16 (Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.). The Company further proposes to establish
supplementary provisions concerning transitional measures, etc.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Convocation)
Article 13 The annual general meeting ofshareholders of the Company shall be
convened within three months of the final dayof each fiscal year. The Company may also
convene extraordinary general meetings ofshareholders as necessary.
(Newly established)(Amended parts are underlined.)
Proposed Amendments(Convocation)
Article 13 The annual general meeting ofshareholders of the Company shall be
convened within three months of the final dayof each fiscal year. The Company may also
convene extraordinary general meetings ofshareholders as necessary.
2. The Company may choose to hold a general
meeting of shareholders as a general meetingof shareholders without a designated location.

-6-

Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Documents for the General Meetingof Shareholders, Etc.)
Article 16 The Company may, when convening
a general meeting of shareholders, deem that it
has provided information to shareholders
pertaining to matters to be described orindicated in the reference documents for thegeneral meeting of shareholders, business
report, non-consolidated financial statements,
and consolidated financial statements, bydisclosing such information through theInternet in accordance with the provisions
provided in the Ordinance of the Ministry ofJustice.
(Newly established)(Newly established)(Newly established)(Newly established)

Proposed Amendments(Deleted)(Measures for Electronic Provision, Etc.)
Article 16 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference
documents for the general meeting ofshareholders, etc. electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who
have requested it by the record date for voting
rights.
Supplementary provisions(Transitional Measures Concerning Measures forElectronic Provision, Etc.)
Article 2 Article 16 (Internet Disclosure andDeemed Provision of Reference Documents
for the General Meeting of Shareholders, Etc.)of the Articles of Incorporation prior to theamendments shall remain in force with respect
to a general meeting of shareholders to be held
on a date within six months from September 1,
2022.
2. This article shall be deleted after the lapse of
six months from September 1, 2022 or thelapse of three months from the date of thegeneral meeting of shareholders set forth in
the preceding paragraph, whichever is later.

-7-

Proposal 3:

Election of Five (5) Directors

The terms of office of all five (5) incumbent Directors will expire at the closing of this Meeting.
Accordingly, the Company proposes the election of five (5) Directors.
The candidates for Director are as follows:

No.

Name

1

Takaki Ichitsubo[Male][Reappointment]

2

Bunki Yano

[Male][Reappointment]

3

Kiyomi Akui

[Female][Reappointment]

4

Mayumi Ishihara

5Motoo Matsuzawa[Female][Reappointment][Outside][Independent][Male][Reappointment][Outside][Independent]

Current positions and responsibilities
at the Company
Representative Director and President
Director, Managing Executive Officer, andDivision Manager of Strategic Operations
Division
Director, Senior Executive Officer, Division
Manager of Corporate Administrative
Division, and Division Manager of Business
Management Division

Board ofDirectors
meeting
attendance
100%(14/14)100%(14/14)100%(14/14)

Director

100%(14/14)

Director

100%(14/14)

-8-

No.

1

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions

Number ofshares of theCompany held

November, 1981 Joined the Company
September, 1985 Dispatched to MORITO (EUROPE) B.V.
April, 1996
General Manager of Overseas Business
Department, Overseas Sales Division, Sales
Supervision Headquarters
Takaki Ichitsubo
February, 2000
Director and General Manager of Overseas
Business Department, Overseas Sales Division,(January 18, 1954)
Sales Supervision Headquarters
March,
2003
Director and General Manager of Overseas[Male]
Business Department, Overseas Sales Division
104,400[Reappointment]
February, 2004
Managing Director, Division Manager of Overseas
Sales Division, and General Manager of Overseas[Special interests in theBusiness Department, Overseas Sales Division
Company]
December, 2004 Managing Director and Division Manager of
None
Apparel Business DivisionDecember, 2005 Managing Director and Head of Overseas Business
Strategy Room
December, 2009 Managing Director and Division Manager ofControl and Supervision Division
November, 2013 Representative Director and President (to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, he has been engaged in the apparel component business mainly overseas. He
was dispatched to our overseas Group company MORITO (EUROPE) B.V. and subsequently took the positionsof the Division Manager of Overseas Sales Division, the Division Manager of Apparel Business Division, and in
2009, he became the Division Manager of Control and Supervision Division. From 2013, he has been serving as
the Representative Director and President as the chief executive officer. The Company has renominated him as
candidate for Director because he has abundant operational experience of our Morito Group as well as insight
into the overall management of a trading firm, global business management, administration and operation.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1993
September, 1995
October, 2008

2

Number ofshares of theCompany held

Joined the Company
Dispatched to MORITO (EUROPE) B.V.
Dispatched to MORITO Enterprise (Hong Kong)
Co., Ltd. (currently MORITO SCOVILL HONG
KONG COMPANY LIMITED)
December, 2010 Executive Officer
December, 2012 Dispatched to MORITO Enterprise (Hong Kong)
Co., Ltd. (currently MORITO SCOVILL HONG
KONG COMPANY LIMITED);
Executive Officer and Deputy Division Manager
of Product Business Division, Sales Supervision
Headquarters
Bunki Yano
December, 2013 Executive Officer attached to Product Business(September 30, 1968)
Division, Sales Supervision Headquarters
February, 2014
Director in charge of Global Business Promotion[Male]
December, 2014 Director, Executive Officer, and Division
15,600Manager of Overseas Business Division[Reappointment]
March, 2015
Director, Senior Executive Officer, and Division
Manager of Overseas Business Division[Special interests in the
October,2015
Director, Senior Executive Officer, Division
Company]
Manager of Overseas Business Division, andNone
General Manager of Global Strategy & Business
Development Department
December, 2015 Director, Senior Executive Officer, and General
Manager of Global Strategy & Business
Development Department
December, 2019 Director, Senior Executive Officer, and Division
Manager of Strategic Operations Division
January, 2021
CEO of MORITO SCOVILL AMERICAS, LLC(to date)
March, 2022
Director, Managing Executive Officer, andDivision Manager of Strategic Operations
Division (to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, he has been engaged in the apparel component business and product businessmainly overseas. He was dispatched to our overseas Group companies MORITO (EUROPE) B.V. and MORITOEnterprise (Hong Kong) Co., Ltd. (currently MORITO SCOVILL HONG KONG COMPANY LIMITED) andsubsequently took the positions of the Division Manager of Overseas Business Division, the General Manager of
Global Strategy & Business Development Department. Currently he is serving as Director, Managing Executive
Officer, and the Division Manager of Strategic Operations Division. The Company has renominated him as
candidate for Director because he has abundant operational experience of our Morito Group as well as insight
into the overall management of a trading firm, global business management, administration and operation.

- 10 -

No.

Name(Date of birth)

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1987
April, 2010

3

Number ofshares of theCompany held

Joined the Company
General Manager of Human Resources
Department
December, 2012 General Manager of Human Resources
Department, Group Management Strategy
Division
December, 2013 General Manager of Human Resources
Department, Control and Supervision Division
February, 2014
Executive Officer and General Manager of Human
Resources Department, Control and Supervision
Division
December, 2014 Executive Officer and General Manager of Human
Kiyomi Akui
Resources Department, Corporate Administrative(January 28, 1965)
Division
March, 2016
Executive Officer, Deputy Division Manager of[Female]Corporate Administrative Division, and General
17,600Manager of Human Resources Department[Reappointment]
February, 2019
Director, Senior Executive Officer, Deputy
Division Manager of Corporate Administrative[Special interests in the
Division, and General Manager of Human
Company]
Resources Department
None
June, 2019
Director, Senior Executive Officer, and General
Manager of Human Resources Department
December, 2019 Director, Senior Executive Officer, Division
Manager of Corporate Administrative Division,and General Manager of Human Resources
Department
December, 2020 Director, Senior Executive Officer, and Division
Manager of Corporate Administrative Division
June, 2021
Director, Senior Executive Officer, Division
Manager of Corporate Administrative Division,and Division Manager of Business Management
Division (to date)[Reason for nomination as candidate for Director]
Ever since joining the Company, she has been mainly engaged in HR operations, and has taken the positions of
the General Manager of Human Resources Department and the Deputy Division Manager of Corporate
Administrative Division. She currently serves as Director, Senior Executive Officer, the Division Manager ofCorporate Administrative Division, and Division Manager of Business Management Division. The Company hasrenominated her as candidate for Director because she has abundant operational experience of our Morito Group
as well as insight into the overall management of a trading firm, global business planning, administration andoperation.

- 11 -

No.

Name(Date of birth)

April, 1986
April, 1997
April, 1997
June, 2010
June, 2013
February, 2016
April, 2016

Number ofshares of theCompany held

Joined Kobe District Court
Registered with the Osaka Bar Association
Joined OH-EBASHI LPC & PARTNERS (to date)Outside Director, Nitta Gelatin Inc.
Outside Auditor, Morishita Jintan Co., Ltd.
[Female]Outside Director, the Company (to date)[Reappointment]
Outside Director and Audit and Supervisory―[Outside]
Committee Member, OS Co., Ltd. (to date)[Independent]
June, 2016
Outside Director and Audit and Supervisory
Committee Member, H2O Retailing Corporation[Special interests in the(to date)
Company]June, 2018
Outside Director and Audit and Supervisory
Committee Member, Morishita Jintan Co., Ltd. (to
None
date)
[Reason for nomination as candidate for Outside Director and expected roles]
She gives guidance on the management of our Morito Group from an objective and expert viewpoint andappropriately supervises business execution based on her legal experience at a law firm. The Company hasrenominated her as candidate for Outside Director to receive her supervision on management for enhancing
corporate value in a sustainable manner. Although she has not been directly involved in corporate management
other than through serving as an Outside Director or Outside Auditor in the past, the Company determines that
she can appropriately execute her duties as an Outside Director for the reasons above. She will have served as
Outside Director for seven (7) years at the closing of this Meeting.
Mayumi Ishihara(May 3, 1963)4

Career summary, positions, responsibilities,
and significant concurrent positions- 12 -

No.

Name(Date of birth)
Motoo Matsuzawa(January 1, 1955)[Male][Reappointment][Outside][Independent]

5

Career summary, positions, responsibilities,
and significant concurrent positions
April, 1978
April, 2001
June, 2003
March, 2007
June, 2012
February, 2017
June, 2018

Joined Dai-Ichi Kangyo Bank, Limited
Joined Mizuho Holdings, Inc.
Joined Ferragamo Japan KK
Director, Ferragamo Japan KK
Auditor, Taiko Pharmaceutical Co., Ltd.
Outside Director, the Company (to date)Director and Audit and Supervisory Committee
Member, Taiko Pharmaceutical Co., Ltd.
Outside Auditor, CureApp, Inc. (to date)

Number ofshares of theCompany held

3,800

October, 2019[Special interests in the
Company]
None[Reason for nomination as candidate for Outside Director and expected roles]
He gives guidance on the management of our Morito Group from an objective viewpoint and appropriately
supervises business execution based on his wide-ranging experience in business administration including overseas
business at a globally operating financial institution and foreign-owned manufacturing and sales company as wellas in business audits. The Company has renominated him as candidate for Outside Director to receive his
supervision on management for enhancing corporate value in a sustainable manner. He will have served as
Outside Director for six (6) years at the closing of this Meeting.
Notes: 1. Candidate Kiyomi Akui’s name on the family register is Kiyomi Hashimoto.
2. The Company has signed a liability limitation agreement with Ms. Mayumi Ishihara and Mr.
Motoo Matsuzawa to limit their liability stipulated in Article 423, Paragraph 1 of theCompanies Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. If theirreelection is approved, the Company will extend their current agreements with them. An
overview of the liability limitation agreement is as follows:⚫ Outside Directors shall be liable for damages incurred due to negligence of their duties up
to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act.
⚫ The limitation of liability above is granted provided that the Outside Directors conducted
their duties which caused the liability in good faith and without gross negligence.
3. The Company has designated Ms. Mayumi Ishihara and Mr. Motoo Matsuzawa as independent
directors pursuant to the provisions of Tokyo Stock Exchange, Inc., and has notified the
Exchange accordingly.
4. Mr. Motoo Matsuzawa belonged to Mizuho Holdings, Inc. until March, 2003. Currently,
Mizuho Holdings, Inc. (including its group companies) has transactions with the Company, but
as almost twenty (20) years have passed since he retired from office, the Company deems theentity has no special interests with him.
5. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of theCompanies Act, and it is anticipated that all candidates under this proposal will be insured
parties under the contract. The scope of insured parties under the contract includes all Directors,
Auditors, Executive Officers, and externally dispatched officers of the Company and its
subsidiaries. The insurance covers losses including legal damages associated with corporate
litigations, third party litigations, shareholder derivative action, among others. However, theinsurance does not cover claims for legal damages arising from intentional acts or grossnegligence. The Company bears the full amount of the insurance premiums.

- 13 -

Proposal 4:

Election of Three (3) Auditors

The terms of office of all three (3) incumbent Auditors will expire at the closing of this Meeting.
Accordingly, the Company proposes the election of three (3) Auditors.
The agreement of the Board of Auditors has been obtained to this proposal.
The candidates for Auditor are as follows:

No.

1

2

3

Name

Current positions at the Company[Male]
Standing Auditor[Reappointment][Male][Reappointment]
Kosuke Matsumoto
Auditor[Outside][Independent][Male][Reappointment]
Motoshi Ishibashi
Auditor[Outside][Independent]
Kiyoshi Ichikawa- 14 -

Board ofDirectors
meeting
attendance

Board ofAuditors
meeting
attendance

100%(14/14)100%(15/15)100%(14/14)100%(15/15)100%(14/14)100%(15/15)No.

Name(Date of birth)
Kiyoshi Ichikawa(September 14, 1959)

1

Career summary, positions, and significant concurrent positions
April, 1983
February, 2014

Number ofshares of theCompany held

Joined the Company
General Manager of Legal Department, Control
and Supervision DivisionDecember,
2014
General Manager of Legal Department, Corporate[Male]
Administrative Division
12,400[Reappointment]
February, 2015
Standing Auditor (to date)June, 2019
Auditor, MORITO JAPAN CO., LTD. (to date)[Special interests in the June, 2022
Auditor, MORITO APPAREL CO., LTD. (to date)Company]June, 2022
Auditor, MORITO AUTO-PARTS CO., LTD. (to
None
date)
[Reason for nomination as candidate for Auditor]
Ever since joining the Company, he has been mainly engaged in HR, general affairs, compliance, and legal
operations, and currently serves as standing Auditor. The Company has renominated him as candidate for Auditor
because he performs an appropriate role in the audit, etc. of management execution based on his abundant
operational experience of our Morito Group.

- 15 -

No.

Name(Date of birth)
Kosuke Matsumoto(February 8, 1973)[Male][Reappointment][Outside][Independent]

2

Career summary, positions, and significant concurrent positions
October, 2000
October, 2000
February, 2011
May, 2013

Number ofshares of theCompany held

Registered with the Osaka Bar Association
Joined Nakabo Law Office (to date)Outside Auditor, the Company (to date)Outside Audit & Supervisory Board Member,
Nozaki Insatsu Shigyo Co., Ltd. (to date)
27,700[Special interests in the
Company]
None[Reason for nomination as candidate for Outside Auditor]
The Company has renominated him as candidate for Outside Auditor because he performs an important role as
Outside Auditor based on his high level of specialized knowledge as an attorney. Although he has not been
directly involved in corporate management other than through serving as an outside officer in the past, theCompany determines that he can appropriately execute his duties as an Outside Auditor for the reasons above.
He will have served as Outside Auditor for twelve (12) years at the closing of this Meeting.

- 16 -

No.

Name(Date of birth)Motoshi Ishibashi(January 22, 1955)[Male][Reappointment][Outside][Independent]

3

Career summary, positions, and significant concurrent positions

Number ofshares of theCompany held

July, 2015

Retired from the post of head of Shimogyo Tax
OfficeSeptember, 2015 Established Ishibashi Motoshi Tax Accountant
Office (to date)February, 2019
Outside Auditor, the Company (to date)―[Special interests in the
Company]
None[Reason for nomination as candidate for Outside Auditor]
The Company has renominated him as candidate for Outside Auditor because he utilizes his specialized
knowledge and experience as a tax accountant to strengthen the Company’s auditing structure. Although he has
not been directly involved in corporate management other than through serving as an Outside Officer in the past,
the Company determines that he can appropriately execute his duties as an Outside Auditor for the reasons above.
He will have served as Outside Auditor for four (4) years at the closing of this Meeting.
Notes: 1. The Company has signed a liability limitation agreement with Mr. Kosuke Matsumoto and Mr.
Motoshi Ishibashi to limit their liability stipulated in Article 423, Paragraph 1 of the Companies
Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. If their reelection
is approved, the Company will extend their current agreements with them. An overview of theliability limitation agreement is as follows:⚫ Outside Auditors shall be liable for damages incurred due to negligence of their duties up
to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act.
⚫ The limitation of liability above is granted provided that the Outside Auditors conducted
their duties which caused the liability in good faith and without gross negligence.
2. The Company has designated Mr. Kosuke Matsumoto and Mr. Motoshi Ishibashi as
independent auditors pursuant to the provisions of Tokyo Stock Exchange, Inc., and has notified
the Exchange accordingly.
3. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of theCompanies Act, and it is anticipated that all candidates under this proposal will be insured
parties under the contract. The scope of insured parties under the contract includes all Directors,
Auditors, Executive Officers, and externally dispatched officers of the Company and its
subsidiaries. The insurance covers losses including legal damages associated with corporate
litigations, third party litigations, shareholder derivative action, among others. However, theinsurance does not cover claims for legal damages arising from intentional acts or grossnegligence. The Company bears the full amount of the insurance premiums.

- 17 -

Proposal 5:

Election of One (1) Substitute Auditor

The effect of the election of substitute Auditor Mr. Kazuhiro Iida, elected at the 81st Annual General
Meeting of Shareholders held on February 27, 2019, will expire at the beginning of this Meeting.
Accordingly, the Company proposes the election of one (1) substitute Auditor to provide for a situation
where there are not enough Outside Auditors. The effect of this election will expire after four years fromthe date of the resolution at this Meeting, based on the provisions of Article 32 of the Articles ofIncorporation.
The agreement of the Board of Auditors has been obtained to this proposal.
The candidate for substitute Auditor is as follows:
Name(Date of birth)
Kazuhiro Iida
(March 11, 1960)[Male][Outside][Independent]

Career summary and significant concurrent positions
April, 1986
April, 1986
June, 2005
June, 2013

Registered with the Osaka Bar Association
Joined Nakabo Law Office (to date)Outside Audit & Supervisory Board Member,
DAIWA HOUSE INDUSTRY CO., LTD.
Outside Audit & Supervisory Board Member,
TAKARA STANDARD CO., LTD. (to date)

Number ofshares of theCompany held

10,000[Special interests in the
Company]
None[Reason for nomination as candidate for substitute Outside Auditor]
The Company has renominated him as candidate for substitute Outside Auditor because it hopes that he can utilize
his specialized knowledge and experience as an attorney to strengthen the Company’s auditing structure.
Although he has not been directly involved in corporate management in the past, the Company determines that
he can appropriately execute his duties as an Outside Auditor for the reasons above.
Notes: 1. If Mr. Kazuhiro Iida takes office as an Outside Auditor, the Company intends to sign a liability
limitation agreement with him to limit his liability stipulated in Article 423, Paragraph 1 of theCompanies Act pursuant to the provisions of Article 427, Paragraph 1 of the same Act. An
overview of the liability limitation agreement is as follows:⚫ Outside Auditors shall be liable for damages incurred due to negligence of their duties up
to the minimum amount specified in Article 425, Paragraph 1 of the Companies Act.
⚫ The limitation of liability above is granted provided that the Outside Auditors conducted
their duties which caused the liability in good faith and without gross negligence.
2. If Mr. Kazuhiro Iida takes office as an Outside Auditor, the Company intends to designate him
as an independent auditor pursuant to the provisions of Tokyo Stock Exchange, Inc., and notify
the Exchange accordingly.
3. The Company has entered into a directors and officers liability insurance (D&O insurance)
contract with an insurance company, as prescribed in Article 430-3, Paragraph 1 of theCompanies Act, and, if Mr. Kazuhiro Iida takes office as an Outside Auditor, it is anticipatedthat he will be an insured party under the contract. The scope of insured parties under thecontract includes all Directors, Auditors, Executive Officers, and externally dispatched officersof the Company and its subsidiaries. The insurance covers losses including legal damages
associated with corporate litigations, third party litigations, shareholder derivative action,
among others. However, the insurance does not cover claims for legal damages arising from
intentional acts or gross negligence. The Company bears the full amount of the insurance
premiums.

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(Reference) Skills Matrix

Directors

Name

Globalbusiness

Branding,
Marketing,and Sales

Finance,
Accounting,and M&A

Takaki Ichitsubo

●

●

●

●

●

Bunki Yano

●

●

●

●

●

Kiyomi Akui●●

Personneland HRdevelopment●

Mayumi Ishihara(Outside)
Motoo Matsuzawa(Outside)

●
●

●

●

●
●

Kiyoshi Ichikawa
Auditors

Riskmanagement,
Legal affairs,and ESGCorporate
management

Kosuke Matsumoto(Outside)●●

Motoshi Ishibashi(Outside)●

Note: In the list above, marks have been placed corresponding to each officer’s particular fields ofspecialization, such as fields where they have career experience in related divisions. It is not a complete
representation of the knowledge and experience possessed by each officer.

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