This document has been translated from a part of the Japanese original for reference purposes only, without any warranty as to its
accuracy or as to the completeness of the information. In the event of any discrepancy between this translated document and theJapanese original, the Japanese version will prevail. The Company assumes no responsibility for this translation or for direct,
indirect or any other forms of damages arising from the translation.

Securities Code: 4548
May 30, 2022
To Our Shareholders
Ken Mizutani
Representative Director and Member of the Board,
President & CEO
SEIKAGAKU CORPORATION
6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo, Japan

Convocation Notice of the 76th Ordinary General Meeting of Shareholders
We would like to inform you that the 76th Ordinary General Meeting of Shareholders of SEIKAGAKUCORPORATION (the “Company”) will be held as indicated below.
You may exercise your voting rights by sending the enclosed voting form by postal mail or via the Internet. Please
review the attached Reference Documents for General Meeting of Shareholders, and indicate your approval ordisapproval of the proposals so that your vote is received by 5 p.m. on Monday, June 20, 2022 (JST).
1. Date and Time: Tuesday, June 21, 2022 at 10 a.m. (JST)(Reception starts at 9:15 a.m.)
2. Venue:
Fourth floor hall, Otemachi Sankei Plaza
7-2, Otemachi 1-chome, Chiyoda-ku, Tokyo, Japan
3. Purpose of the Meeting
Matters to be reported:
1. The Business Report and the Consolidated Financial Statements for the 76th fiscal year (from April 1, 2021
to March 31, 2022), and the results of audits of the Consolidated Financial Statements by the Financial
Auditor and the Audit & Supervisory Board
2. The Non-consolidated Financial Statements for the 76th fiscal year (from April 1, 2021 to March 31, 2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Partial Amendments to the Articles of Incorporation
Proposal No. 3
Election of Six Directors
Proposal No. 4
Election of One Audit & Supervisory Board Member--

If you exercise your voting rights by proxy, you may appoint as a proxy one of the shareholders holding voting rights at the meeting.
However, please note that a document verifying the proxy right of the person representing you must be submitted.
Any corrections in the Reference Documents for General Meeting of Shareholders, the Business Report, the Consolidated Financial
Statements and the Non-consolidated Financial Statements will be posted on the Company’s website on the Internet (in Japaneseonly).
Pursuant to the relevant laws and regulations and the provision of Article 16 of the Company’s Articles of Incorporation, the following
items among documents to be attached are posted on the Company’s website and are not attached to this notice. The Business Report
audited by Audit & Supervisory Board Members and Consolidated Financial Statements and the Non-consolidated Financial
Statements audited by Audit & Supervisory Board Members and the Financial Auditor consist of documents included in this noticeand the following documents posted on the Company’s website (in Japanese only).
i“Matters Concerning Accounting Auditor” of the Business Reportii “System to Ensure the Appropriateness of Business Operations and Status of Operations of the System” of the Business Reportiii “Consolidated Statements of Changes in Shareholders’ Equity” of the Consolidated Financial Statements
iv “Notes to the Consolidated Financial Statements”
v“Non-consolidated Statements of Changes in Shareholders’ Equity” of the Non-consolidated Financial Statements

vi “Notes to the Non-consolidated Financial Statements”- The Company’s website https://www.seikagaku.co.jp/en/ir/stock/meeting.html-1-Reference Documents for General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

The Company believes that sustainable profit growth and the enhancement of corporate value contribute to thesharing of common interest with shareholders. The Company recognizes that the return of profits to shareholders is
one of its important management tasks, and has set down a basic policy of dividend payments that are linked tobusiness performance.
The Company proposes to pay year-end dividends for the fiscal year as follows, consisting of an ordinary dividendof ¥10 per share combined with a special dividend of ¥5 per share, to express our appreciation for the continued
support of shareholders with regard to the Company’s release of JOYCLU, a joint function improvement agent:
(1)
(2)

(3)

Type of dividend property: Cash
Allotment of dividend property to shareholders and their aggregate amount-Per share of common stock of the Company ¥15(¥10 ordinary dividend, ¥5 special dividend)-Total dividends¥843,694,065
Accordingly, including the interim dividend of ¥15 per share (¥10 ordinary dividend, ¥5 special dividend), theannual dividend will be ¥30 per share.
Effective date of dividends of surplus: Wednesday, June 22, 2022-2-

Proposal No. 2

Partial Amendments to the Articles of Incorporation

The Company proposes that the current Articles of Incorporation of the Company be partially amended as follows.
1. Reasons for amendments
The amended provisions stipulated in the proviso to Article 1 of the supplementary provisions of the “Act Partially
Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1, 2022. Accordingly, in orderto prepare for the introduction of the system for electronic provision of materials for general meetings of shareholders,the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 16, Paragraph 1 stipulates that information contained in the reference documents for thegeneral meeting of shareholders and other material shall be provided electronically.
(2) The proposed Article 16, Paragraph 2 establishes a provision to limit the scope of matters to be included in thepaper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference documents for the general
meeting of shareholders and other material (Article 16 of the current Articles of Incorporation) will become
unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related to theeffective date and other matters will be established.
2. Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed amendments

Current Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,etc.)
Article 16 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided information to shareholders pertaining tomatters to be described or indicated in the reference
documents for the general meeting of shareholders,business report, non-consolidated financial
statements, and consolidated financial statements, bydisclosing such information through the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.

(Deleted)(Measures for Electronic Provision of Information, etc.)(Newly established)

Article 16 The Company shall, when convening ageneral meeting of shareholders, provide information
contained in the reference documents for the general
meeting of shareholders, etc. electronically.
2. Among the matters to be provided electronically, theCompany may choose not to include all or part ofthe matters stipulated in the Ordinance of the
Ministry of Justice in the paper copy to be sent toshareholders who have requested it by the record
date for vesting voting rights.

-3-

Current Articles of Incorporation(Newly established)

Proposed amendments(Supplementary provisions)
1. The deletion of Article 16 (Internet Disclosure andDeemed Provision of Reference Documents for the
General Meeting of Shareholders, etc.) of the
Articles of Incorporation before the amendment andnew establishment of Article 16 (Measures forElectronic Provision of Information, etc.) of the
Articles of Incorporation after the amendment shallcome into effect on September 1, 2022, the date ofenforcement of the amended provisions stipulated in
the proviso to Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the “EffectiveDate”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 16 of the Articles of Incorporation
before the amendment shall remain in force withrespect to a general meeting of shareholders to beheld on a date within six months from the EffectiveDate.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective Dateor three months from the date of the general meetingof shareholders set forth in the preceding paragraph,
whichever is later.

-4-

Proposal No. 3

Election of Six Directors

At the conclusion of this ordinary general meeting of shareholders, the terms of office of all six Directors will
expire. Therefore, the Company proposes the election of six Directors.
The candidates for Director are as follows:<Reference> List of candidates
Candidate
No.

Term ofoffice as
Director

Name

Current position and responsibility
in the Company
Representative Director andMember of the Board, President &CEO
Member of the Board, Executive
Vice President responsible for
Business Development &MarketingAttendance atmeetings of theBoard of Directors
100%(14 of 14)

1

Ken Mizutani

Reelection

32 years

2

Toshiyuki Okada

Reelection

5 years3

Yosuke Funakoshi

Reelection

4 years

Member of the Board, Executive
Vice President responsible for
Research & Development100%(14 of 14)100%(14 of 14)100%(14 of 14)

4

Takayuki Akita

Reelection

4 years

Member of the Board, Executive
Vice President responsible for
Corporate Strategy, HR, F&A and
Corporate Staff and Head ofCorporate Strategy

5

Mio Minaki

Reelection
Outside Director
Independent Officer

3 years

Outside Director100%(14 of 14)

6

Yasuyuki Sugiura

Reelection
Outside Director
Independent Officer

1 yearOutside Director

100%(10 of 10)

Note: Attendance at meetings of the Board of Directors for Yasuyuki Sugiura is the status after he was appointed Director in June
2021.

-5-

Candidate
No.

Name
(Date of birth)

Ken Mizutani(March 10, 1948)
Reelection
Term of office as Director:
32 years
1

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

Number of the
Career summary, positions and responsibilities in the Company Company’s shares
owned
Apr. 1970
Joined Mitsubishi Chemical Industries Limited(current Mitsubishi Chemical Corporation)
Sept. 1983
Deputy Head of Electronics Materials
Aug. 1988
Joined the Company
June 1990
Member of the Board, Head of Research
Biologicals and Diagnostics Marketing
June 1993
Member of the Board, Senior Executive Vice
President responsible for Planning andManufacturing
June 1996
Member of the Board, Senior Executive Vice
President responsible for Pharmaceuticals
and Fine Chemicals
July 1997
Member of the Board, Senior Executive Vice
President responsible for Pharmaceuticals,
Fine Chemicals and New Business
Development
Member of the Board, Senior Executive Vice
Nov. 1997
President responsible for Pharmaceuticals,
Fine Chemicals, New Business Development
and ACC
Member of the Board, Senior Executive Vice
June 1998
President responsible for Marketing
Member of the Board, Senior Executive Vice
June 2000
President and Head of Central ResearchLaboratory
Representative Director and Member of theJune 2002
460,180 shares
Board, Senior Executive Vice President
responsible for Pharmaceuticals, Fine
Chemicals, Oral Care, Glycoforum, and Headof Central Research Laboratory
Representative Director and Member of theJune 2003
Board, Senior Executive Vice President
responsible for Pharmaceuticals, Fine
Chemicals, LAL Strategic Planning and Headof Central Research Laboratory
Representative Director and Member of theJune 2004
Board, Senior Executive Vice President
responsible for Research & Development andFine Chemical Marketing
Representative Director and Member of theJune 2005
Board, President & Chief Executive Officer(CEO)
Representative Director and Member of theJune 2014
Board, President & CEO and head of
Manufacturing
Representative
Director andJan. 2015
Member of the Board, President &CEO
Representative Director and Member of theJune 2018
Board, President & CEO and Head of
Manufacturing
Representative Director and Member of theJune 2019
Board, President & CEO (current position)-6-

[Significant concurrent positions outside the Company]
Chairman of Mizutani Foundation for Glycoscience[Reasons for nomination as a candidate for Director]
With experiences in a wide range of fields centered on corporate strategy, marketing, and research and development,
Ken Mizutani is familiar with all aspects of the Company and has high insight regarding business management. As
Representative Director, he plays a central role of decisions on important matters and supervising business execution,and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director as we judgedthat he will be able to continue to utilize his abilities, knowledge and experience to contribute to the sustainable growthand enhancement of the corporate value of the Company over the medium to long term.

-7-

Candidate
No.

Name
(Date of birth)

Toshiyuki Okada(August 27, 1960)
Reelection
Term of office as Director:
5 years2

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

Number of the
Career summary, positions and responsibilities in the Company Company’s shares
owned
Apr. 1989
Joined Dow Corning Japan Co., Ltd.
Sept. 1996
Joined Johnson & Johnson Medical K. K.
(current Johnson & Johnson K. K.)
Feb. 2015
Vice President and Chief Technology Officer(Regulatory Affairs, Quality Assurance,
Pharmacovigilance, R&D, GCP Auditing,
Medical Affairs, Clinical Development & Postmarketing Research, Quality Regulatory
Compliance and Professional Education)
Sept. 2015
Joined the Company
Executive Vice President, Deputy responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Oct. 2015
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
June 2016
Executive Vice President responsible for
Quality Assurance, Pharmacovigilance andRegulatory Affairs Auditing
Jan. 2017
Executive Vice President responsible for
12,724 shares
MarketingJune 2017
Member of the Board, Executive Vice President
responsible for Marketing
Aug. 2017
Member of the Board, Executive Vice
President responsible for Marketing and Headof North American BusinessJan. 2018
Member of the Board, Executive Vice President
responsible for Marketing, Head of
Pharmaceuticals Marketing and North
American Business
Apr. 2018
Member of the Board, Executive Vice President
responsible for Marketing and Head ofMarketing Planning, Pharmaceuticals Marketing,International Marketing and North American
Business
June 2018
Member of the Board, Executive Vice President
responsible for Business Development &Marketing (current position)[Reasons for nomination as a candidate for Director]
Toshiyuki Okada has global insight and abundant know-how on pharmaceutical industry in general throughexperiencing a wide range of operations at foreign-affiliated pharmaceutical companies. He has been driving thestrengthening of domestic and overseas business bases, and is substantially fulfilling his duties as Director. We havenominated him as a candidate for Director as we judged that he will be able to continue to utilize his abilities,
knowledge and experience to contribute to the sustainable growth and enhancement of the corporate value of theCompany over the medium to long term.

-8-Candidate
No.

Name
(Date of birth)

Yosuke Funakoshi(November 28, 1965)
Reelection
Term of office as Director:
4 years3

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

Number of the
Career summary, positions and responsibilities in the Company Company’s shares
owned
Apr. 1990
Joined ONO PHARMACEUTICAL CO., LTD.
June 2008
Joined Takeda Pharmaceutical Company Limited
July 2009
Takeda Pharmaceuticals International, Inc.
Senior Director of Strategic Development
Aug. 2012
Takeda Global Research & Development Center
Inc. (current Takeda Development Center
Americas, Inc.)
Vice President of Strategic Project Management
Aug. 2014

Oct. 2014
June 2016

June 2017

June 2018

Oct. 2021

Joined the Company
Senior Vice President and assistant to Senior
Executive Vice President responsible for
Research & Development
Senior Vice President and Head of ClinicalDevelopment
Executive Vice President, Deputy responsible
for Research & Development and Head ofClinical Development
Executive Vice President responsible for
Research & Development and Head of ClinicalDevelopment
Member of the Board, Executive Vice President
responsible for Research & Development andHead of Clinical Development
Member of the Board, Executive Vice President
responsible for Research & Development(current position)

13,324 shares[Reasons for nomination as a candidate for Director]
Yosuke Funakoshi has a high-level insight through years of pharmaceutical research and development, and a global
perspective that makes full use of his overseas work experience. He has been driving new drug research anddevelopment, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for Director
as we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to thesustainable growth and enhancement of the corporate value of the Company over the medium to long term.

-9-Candidate
No.

Name
(Date of birth)

Takayuki Akita(December 9, 1963)
Reelection
Term of office as Director:
4 years

4

Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

Number of theCompany’s
shares
Career summary, positions and responsibilities in the Company
owned
Apr. 1986
Joined The Mitsubishi Bank, Limited (current
MUFG Bank, Ltd.)May 2013
Executive Vice President, Head ofInternational Operations
July 2014
Executive Vice President (dispatched to MUFG
Union Bank N.A.), Head of Japanese/Asian
Corporate Banking, Regional Head of theAmericas (Mission Specialist) and Deputy Headof New York Branch (Mission Specialist)
9,924 shares
May 2016
Executive Vice President, Head ofTransaction Banking
June 2017
Joined the Company as Advisor
June 2017
Executive Vice President responsible for
Corporate Planning
Oct. 2017
Executive Vice President and Head ofCorporate Strategy
June 2018
Member of the Board, Executive Vice
President responsible for Corporate
Strategy, HR, F&A and Corporate Staffand Head of Corporate Strategy(current position)[Reasons for nomination as a candidate for Director]
Through his experiences at domestic and international financial institutions, Takayuki Akita has a wide range of insights
into global business practices and corporate management. He has been overseeing corporate strategy and promotion ofsustainability initiatives, and is substantially fulfilling his duties as Director. We have nominated him as a candidate for
Director as we judged that he will be able to continue to utilize his abilities, knowledge and experience to contribute to
the sustainable growth and enhancement of the corporate value of the Company over the medium to long term.

- 10 -

Candidate
No.

Name
(Date of birth)

Mio Minaki(April 6, 1973)
Candidate for outside Director
Reelection
Independent Officer
Term of office as Director:
3 years
Attendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (14 of 14)

5

Number of the
Career summary, positions and responsibilities in the Company Company’s shares
owned
Apr. 1999
Joined MIT Corporation
Oct. 2003
Public prosecutor, Tokyo District Public
Prosecutors Office
Apr. 2004
Public prosecutor, Osaka District Public
Prosecutors Office
Apr. 2005
Public prosecutor, Fukuoka District Public
Prosecutors Office
Apr. 2014
Litigation Department Attorney, Ministry ofJustice Fukuoka Legal Affairs Bureau
Apr. 2016
Public prosecutor, Tokyo District Public–
Prosecutors Office
Apr. 2017
Assigned as Head of Legal Affairs Department
to Agriculture, forestry and fisheries Fundcorporation for Innovation, Value-chain andExpansion Japan
Apr. 2019
Admitted to the bar in Japan
Apr. 2019
Joined Minaki & Kitazawa Law Office(current position)
June 2019
Outside Director of the Company(current position)[Significant concurrent positions outside the Company]
Partner of Minaki & Kitazawa Law OfficeOutside Auditor, NITTOKU CO., LTD.
*There had been no transaction between the Company and any significant concurrent positions held by Mio Minaki forthe past three years.
[Reasons for nomination as a candidate for outside Director and outline of expected roles]
Based on her years of abundant experience in the judicial field and insight with regard to corporate legal affairs, wehave nominated Mio Minaki as a candidate for outside Director as she actively advises and makes recommendations
and fulfills an important role as outside Director. Although Mio Minaki does not have direct experience in corporate
management other than as an outside officer, she is deemed capable of appropriately supervising management andperforming other duties as outside Director based on her knowledge and experience.
If her reappointment is approved, we expect that she will contribute to the sustainable growth and enhancement of
the corporate value of the Company over the medium to long term by utilizing her insight into the judicial field andcorporate legal affairs and through the supervision of management from an independent and objective perspective. In
addition, as an ongoing member of the Nomination and Remuneration Committee, she will be involved in and provide
supervision of decisions on officer personnel proposals and director remuneration.

- 11 -

Candidate
No.

Name
(Date of birth)

Yasuyuki Sugiura(September 25, 1953)
Candidate for outside Director
Reelection
Independent Officer
Term of office as Director:
1 yearAttendance at meetings of theBoard of Directors during the
fiscal year under review:
100% (10 of 10)

6(Note) Attendance atmeetings of the Board of
Directors is the status after he
was appointed Director in
June 2021.

Number of theCompany’s
shares
Career summary, positions and responsibilities in the Company
owned
Apr. 1978
Joined Mitsubishi Corporation
Apr. 1998
General Manager, Washington Office,Mitsubishi International Corporation
Jan. 2003
Head of International Strategy ResearchInstitute, Mitsubishi Corporation
Apr. 2004
General Manager, Business Department
Apr. 2006
CFO and SVP in charge of Corporate
Department, Mitsubishi International
Corporation
Apr. 2008
General Manager, Corporate Communications
Department, Mitsubishi Corporation
Apr. 2009
Executive Officer and General Manager,
Corporate Communications Department,–
Corporate Strategy & Planning Division
Apr. 2012
President & Director and Head of Chicago
Branch, Mitsubishi International Corporation
Apr. 2013
Executive Vice President, Mitsubishi
Corporation and President & Director,
Mitsubishi Corporation (Americas)
Apr. 2016
Advisor, Mitsubishi Corporation(current position)
June 2017Managing Director, Toyo Bunko(current position)
June 2021
Outside Director of the Company(current position)[Significant concurrent positions outside the Company]
Advisor of Mitsubishi Corporation
Managing Director of Toyo Bunko
Outside Director of SENKO Group Holdings Co., Ltd.
*There had been no transaction between the Company and any significant concurrent positions held by Yasuyuki
Sugiura for the past three years.
[Reasons for nomination as a candidate for outside Director and outline of expected roles]
Yasuyuki Sugiura has been involved in corporate management mainly in the U.S. and Canada for many years at a
general trading company, and based on his abundant international experience and a wide range of insight, he actively
gives guidance and recommendations, playing an important role as outside Director. We have therefore nominated him
as a candidate for outside Director.
If his reappointment is approved, we expect that he will contribute to the sustainable growth and enhancement of thecorporate value of the Company over the medium to long term by utilizing his insights into global corporate
management and through the supervision of management from an independent and objective perspective. In addition,as an ongoing member of the Nomination and Remuneration Committee, he will be involved in and provide
supervision of decisions on officer personnel proposals and director remuneration.

- 12 -

Notes:1. There is no special interest between any of the candidates and the Company.
2. The Company makes donations to Mizutani Foundation for Glycoscience at which Ken Mizutani serves as Chairman.
Because the Foundation aims to contribute to the welfare of mankind through the development of Glycoscience, thedonation to the Foundation is approved by the Company’s Board of Directors as an appropriate transaction that fits theCompany’s business objective of working on drug development, mainly Glycoscience. The Company has entered into a
service agreement with the Foundation, under which the Company is entrusted with part of the information systems
service for the Foundation and receives a reasonable amount of consideration. The agreement is also approved by theCompany’s Board of Directors as an appropriate transaction. In addition, he has not received any remuneration from theFoundation, and none of his relatives are an officer or employee of the Foundation.
3. As Mio Minaki and Yasuyuki Sugiura satisfy the requirements for independent officer established by Tokyo Stock
Exchange Inc. and the Independence Criteria for Outside Officers of the Company as stated below, the Company has
submitted notification to Tokyo Stock Exchange, Inc. that they have been appointed as independent officers.
4. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with a Director (excluding a
director who is an executive director, etc.) to limit the scope of his or her liability for damages to the Company, in orderto enable the outside Director to fully exercise his or her duties as expected. Accordingly, the Company has entered into
agreement with Mio Minaki and Yasuyuki Sugiura to limit their liability, if a case falls under requirements specified bylaws and regulations regarding the liability under Article 423, paragraph 1 of the Companies Act. Pursuant to thisagreement, the defined maximum amount of liability is the amount provided for under Article 425, paragraph 1 of theCompanies Act. If the reelection of Mio Minaki and Yasuyuki Sugiura is approved, the Company plans to renew the
aforementioned agreements with them.
5. The Company has entered into a Directors and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover the compensation for damages and litigation
expenses, etc. that would be borne by the insured in the event that a claim for damages is made against the insured
during the insured period due to an act committed in the execution of duties by the insured (including acts by
negligence). The Company shall bear the full amount of premiums for all of the insured, and if the reappointment ofeach candidate is approved, he or she will become the insured under said insurance agreement. In addition, the Company
plans to renew said insurance agreement with the same contents during the term of office.

- 13 -

Proposal No. 4

Election of One Audit & Supervisory Board Member

At the conclusion of this ordinary general meeting of shareholders, the term of office of Audit & Supervisory Board
Member Shigeru Kawahara will expire. Therefore, the Company proposes the election of one Audit & Supervisory
Board Member.
The consent of the Audit & Supervisory Board has been obtained for this proposal.
The candidate for Audit & Supervisory Board Member is as follows:
Name(Date of birth)
Mikako Torii(April 24, 1964)
New appointment
Term of office as Audit &Supervisory Board Member:–

Career summary and positions in the Company
Apr. 1988
June 2011
June 2015

Joined the Company
Head of Corporate Staff
Executive Vice President and Head ofCorporate Staff(current position)

Number of theCompany’s shares
owned

14,059 shares[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mikako Torii has abundant insight into the Company’s businesses and related laws and regulations gained by years ofexperience in operations concerning the Company’s corporate governance, compliance and public relations both within
an outside the Company. Therefore, we judged that she will be able to appropriately fulfill the role of supervision ofmanagement as Audit & Supervisory Board Member, and have nominated her as a candidate for Audit & Supervisory
Board Member.
Notes

1. There is no special interest between Mikako Torii and the Company.
2. The Company prescribes in the Articles of Incorporation that it may enter into an agreement with an Audit &Supervisory Board Member to limit the scope of his or her liability for damages to the Company, in order to enable the
Audit & Supervisory Board Member to fully exercise his or her duties as expected. If the appointment of Mikako Torii
is approved, the Company plans to enter into an agreement with her to limit her liability, if a case falls underrequirements specified by laws and regulations regarding the liability under Article 423, paragraph 1 of the Companies
Act. Pursuant to this agreement, the defined maximum amount of liability is the amount provided for under Article 425,
paragraph 1 of the Companies Act.
3. The Company has entered into a Directors and officers’ liability insurance agreement with an insurance company as
stipulated in Article 430-3, Paragraph 1 of the Companies Act to cover the compensation for damages and litigation
expenses, etc. that would be borne by the insured in the event that a claim for damages is made against the insured
during the insured period due to an act committed in the execution of duties by the insured (including acts by
negligence). The Company shall bear the full amount of premiums for all of the insured, and if the appointment of
Mikako Torii is approved, she will become the insured under said insurance agreement. In addition, the Company plansto renew said insurance agreement with the same contents during the term of office.

- 14 -

<Reference> Main Expertise and Experience of Directors and Audit & Supervisory Board Members
The main expertise and experience of Directors and Audit & Supervisory Board Members of the Company will be as
follows, if Proposals No. 3 and No. 4 are approved as originally proposed.

Title

Name

Representative
Director andMember of the
Ken Mizutani
Board, President& CEO
Toshiyuki
Director
Okada
YosukeDirector
Funakoshi
Director

Takayuki Akita

Outside Director

Mio Minaki

Outside Director

YasuyukiSugiuraAudit &
Supervisory
Toru Takeda
Board Member
Audit &
Supervisory
Mikako Torii
Board Member
Outside Audit &Supervisory
Mie Fujimoto
Board Member
Outside Audit &Shinkichi
Supervisory
MatsuoBoard Member
Outside Audit &TakayukiSupervisory
Maruyama
Board Member

Corporate
management

Finance/
Accounting

●

Legal
affairs/ Risk
management

R&D

●

●

Global

●

●

●

●

●

●

●

●

●

●
●

●
●

●

●

●

●

Human
resources/
Diversity

●

●

●
●

●

●

●

●

●

●
●

●

Production/
Sustainability
Quality

●

●

●

●

●

●

To achieve sustained growth and medium- and long-term enhancement of corporate value, following deliberation by the
Nomination and Remuneration Committee, the Board of Directors determines skills required by the Board on the basis of basic
management policy, the mid-term management plan, and other criteria. To maintain a structure capable of effectively fulfilling
the Board’s role and duties, the Board selects candidates for corporate officer positions taking into consideration theirknowledge, experience, abilities, and character, in addition to specific skills and Board diversity. Since the skills required by
the Board of Directors constantly change according to the business environment and other factors, the Company periodicallyreviews them.

- 15 -