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

Securities code: 6104
May 31, 2024
To our shareholders:
Shigetomo Sakamoto,President
SHIBAURA MACHINE CO., LTD.
2-2 Uchisaiwaicho 2-Chome, Chiyoda-ku, TokyoNOTICE OF THE 101ST ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 101st Ordinary General Meeting of Shareholders of SHIBAURA MACHINE CO.,LTD. (the “Company”), which will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:
https://www.shibaura-machine.co.jp/en/ir/GeneralMeeting.html
Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/6104/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show(Access the TSE website by using the internet address shown above, enter “SHIBAURA MACHINE” in “Issue name(company name)” or the Company’s securities code “6104” in “Code,” and click “Search.” Then, click “Basic
information” and select “Documents for public inspection/PR information.” Under “Filed information available forpublic inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”)If you are unable to attend the meeting in person, you may exercise your voting rights via the Internet, etc. orin writing (by postal mail). Please exercise your voting rights after reviewing the attached Reference
Documents for the General Meeting of Shareholders no later than 5:30 p.m., Friday, June 21, 2024 (Japan
Standard Time).
1. Date and Time: Monday, June 24, 2024 at 10:00 a.m. (Reception desk opens at 9:00 a.m.) (Japan StandardTime)
2. Venue:
BELLESALLE Yaesu, 3F “ROOM1+2+3”
Yaesu First Financial Building, 3-7 Yaesu 1-Chome, Chuo-ku, Tokyo
Please note that the same venue as that of the previous meeting is being used as the meeting
place but the floor of the venue has changed.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 101st Term (from April 1, 2023 to March 31,2024), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee.
2. Non-Consolidated Financial Statements for the 101st Term (from April 1, 2023 to March 31, 2024)-1-

Items to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member
Proposal 4:
Determination of Remuneration Based on Continuous Service-type Restricted Sharebased Remuneration Plan to Directors (excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors) and Revision of Remuneration
AmountProposal 5:
Determination of Remuneration Based on Performance-linked and Restricted Sharebased Remuneration Plan to Directors (excluding Directors Who Are Audit andSupervisory Committee Members and Outside Directors) and Revision of Remuneration
Amount
4. Other Matters Decided for the Convocation (Information on the Exercise of Voting Rights)(1) In the case where you choose to exercise your voting rights in writing (by mail), if there is no indication ofyour vote for or against a proposal on the voting form, it will be treated as a vote “for” the proposal.
(2) In the event that voting rights are exercised multiple times, the most recent vote shall prevail. In addition, if
you have exercised your voting rights both via the Internet, etc. and the completed voting form has arrived
on the same day, the vote via the Internet, etc. shall be deemed and handled as your effective exercise of
voting rights.

◎

When attending the meeting, please submit the voting form at the reception desk.

◎

If any changes are made to the matters subject to electronic provision, such change will be announced on each of the websites
shown above on the Internet, together with information before and after the changes.

◎

All shareholders with voting rights will be sent documents including Reference Documents for the General Meeting of
Shareholders.

◎

Paper-based documents stating matters subject to measures for electronic provision are sent to shareholders who haverequested the delivery of paper-based documents, however those documents do not include the following matters inaccordance with the provisions of laws and regulations and Articles of Incorporation of the Company. The Audit andSupervisory Committee and the Accounting Auditor have audited the documents subject to audit, including the following
matters.
(i) Business Report: “System to Ensure Properness of Operation and the Overview of Status of its Implementation”(ii) Consolidated Financial Statements: “Notes to Consolidated Financial Statements”(iii) Non-consolidated Financial Statements: “Notes to Non-consolidated Financial Statements”◎

Please note that gifts will not be provided at this General Meeting of Shareholders. We greatly appreciate yourunderstanding on this matter.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
The Company proposes to reduce the total number of Directors in order to bring it in line with the current
situation, as well as to respond flexibly to changes in the business environment and make prompt and appropriate
decisions.
The amendments to the Articles of Incorporation in this proposal will become effective at the conclusion of thisOrdinary General Meeting of Shareholders.
2. Details of the amendments
The details of the amendments are as follows:(The amended parts are indicated by underlined text.)
Current Articles of Incorporation
Article 1. to Article 17. (Omitted)

Proposed amendment
Article 1. to Article 17. (Unchanged)(Fixed Number and Election of Directors)(Fixed Number and Election of Directors)
Article 18.
Article 18.
1. The total number of Directors (excluding Directors who are
1. The total number of Directors (excluding Directors who are
Audit and Supervisory Committee Members) of the
Audit and Supervisory Committee Members) of theCompany shall be ten (10) or fewer, and the total number ofCompany shall be twelve (12) or fewer, and the total
number of Directors who are Audit and Supervisory
Directors who are Audit and Supervisory Committee
Committee Members shall be five (5) or fewer. Each
Members shall be four (4) or fewer. Each Director shall be
Director shall be elected at a General Meeting ofelected at a General Meeting of Shareholders; provided,
Shareholders; provided, however, that Directors who are
however, that Directors who are Audit and Supervisory
Audit and Supervisory Committee Members shall be elected
Committee Members shall be elected by distinguishing themby distinguishing them and other Directors.
and other Directors.
2. (Omitted)
2. (Unchanged)
3. (Omitted)
3. (Unchanged)
Article 19. to Article 36. (Omitted)

Article 19. to Article 36. (Unchanged)-3-

Proposal 2:

Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Thus, the Company proposes that nine Directors be elected.
In addition, the Audit and Supervisory Committee has judged each candidate to be a reasonable nomination for the
position of Director of the Company for this proposal.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities in the
CompanyNotes

meetings

President and Representative Director,
1

Shigetomo Sakamoto

President and Executive Officer, CEO andCOO

Attendance at theBoard of Directors[Reelection]

17 of 17
(100%)[Reelection]

17 of 17
(100%)[New election]―[New election]―

Director, Executive Operating Officer, and2

Hiroaki Ota

CFO, in charge of Corporate Strategic
Planning Division and Corporate
Administration Division
Executive Operating Officer, General3

Jun KoikeManager of Metal & Plastics Industrial
Machine Company, Chairman of
SHANGHAI SHIBAURA MACHINE
CO., LTD.
Managing Executive Officer, General4

Yoshiaki Kai

Manager of Corporate Strategic Planning
Division and General Manager ofCorporate Administration Division[Reelection]
5

Kiyoshi Sato

Outside Director

6

Seigo Iwasaki

Outside Director[Outside][Independent][Reelection]

7

Kazumine Terawaki

Outside Director[Outside][Independent][Reelection][Outside][Independent]

8

Chisa Hayakawa

Outside Director[Reelection][Outside][Independent]

17 of 17
(100%)
17 of 17
(100%)
17 of 17
(100%)
16 of 17
(94%)

[New election]
9

Eri Itagaki―[Outside][Independent]

-4-

―

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1983
Jun. 2006
Jun. 2009
Jun. 2010
Oct. 2010
Jun. 2013

Jun. 2016

Shigetomo Sakamoto(May 22, 1958)[Reelection]

Apr. 20171
Jun. 2017

Jun. 2019Feb. 2020

Apr. 2020
Jun. 2021

Number of theCompany’s shares
ownedJoined the Company
Corporate Planning Division General Managerof the Company
Director of the Company
Tokyo Head Office General Manager of theCompany
Global Corporate Strategy Division General
Manager of the Company
Director and Managing Executive Officer,
Component Business Unit General Manager,
and Corporate Planning Division General
Manager of the Company
Director, Executive Operating Officer,
Compliance Division General Manager,
Security and Regulation Control Division
General Manager, Corporate Strategic Planning
Division General Manager, Sagami Plant
General Manager, and RMO of the Company
Machine Tools Business Unit General Manager
and Gotemba Plant General Manager of theCompany
In charge of Corporate Strategic Planning
Division and in charge of TQM Promotion
Division of the Company
Vice President and Operating Officer of theCompany
President and Representative Director,
President and Executive Officer and Chief
Operating Officer of the Company (present
position)
Security and Regulation Control Division
General Manager of the Company
Chief Executive Officer of the Company(present position)[Reasons for nomination as candidate for Director]
Shigetomo Sakamoto has led the entire Group with his strong leadership since being appointed as President andRepresentative Director of the Company in February 2020, based on his extensive experience and achievements
primarily in the Corporate Strategic Planning Division. We expect him to further enhance corporate value and the
management base, and have thus nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended all of the 17 meetings-5-

17,747

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1984
Apr. 2001
Feb. 2009
Mar. 2014
Aug. 2014
Feb. 2015

Hiroaki Ota(March 7, 1962)[Reelection]
2

Mar. 2015

Apr. 2017
Apr. 2020
Jun. 2020
Aug. 2020

Jun. 2022

Joined Mitsui Bank (currently Sumitomo
Mitsui Banking Corporation)
Joined Daiwa Securities SMBC Co. Ltd.
(currently Daiwa Securities Co. Ltd.)
Joined GCA Savvian Corporation (currently
Houlihan Lokey, Inc.)
Audit and Supervisory Board Member of
Mezzanine Corporation
Audit and Supervisory Board Member of GCA
FAS Co., Ltd. (currently G-FAS Corporation)
CFO and Managing Director of GCA Savvian
Corporation (currently Houlihan Lokey, Inc.)and Director of GCA Savvian Singapore
Private Ltd. (currently Houlihan Lokey
Advisers Singapore Private Ltd.)
Director, CFO and Managing Director of GCA
Savvian Corporation (currently Houlihan
Lokey, Inc.)
Managing Director of GCA Corporation(currently Houlihan Lokey, Inc.)
Executive Operating Officer of GCA Partners
Corporation (currently Houlihan Lokey, Inc.)
Director of the Company
Director, Executive Operating Officer, andChief Financial Officer, in charge of Corporate
Strategic Planning Division of the Company(present position)
In charge of Corporate Administration Divisionof the Company (present position)

Number of theCompany’s shares
owned

6,317

[Reasons for nomination as candidate for Director]
Hiroaki Ota is responsible for strengthening the Group management structure as CFO based on his extensive experienceand achievements related to finance and corporate management through the execution of business at other companies.
We believe that he is qualified to further strengthen the Group management structure, and have high expectations for his
management decision-making and oversight. Accordingly, we have nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended all of the 17 meetings

-6-

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1985
Jun. 2014
Jun. 2016
Jun. 2017

Jun. 2018
Jun Koike(June 19, 1962)

Jun. 2019[New election]
3
Apr. 2020

Jun. 2023

4

Joined the Company
Injection Molding Machine Division General
Manager of the Company
Executive Officer of the Company
Director and Executive Officer, Metal &Plastics Industrial Machine Business Unit
General Manager, Tokyo Head Office General
Manager of the Company
Managing Executive Officer, Industrial
Machinery Business Unit General Manager,
Sagami Plant General Manager of the Company
Managing Executive Officer, Industrial
Machinery Business Unit General Manager,
General Manager of Global Promotion
Division, Tokyo Head Office General Managerof the Company
General Manager of Metal & Plastics Industrial
Machine Company, Chairman of SHANGHAITOSHIBA MACHINE CO., LTD. (currently
SHANGHAI SHIBAURA MACHINE CO.,LTD.) (present position), General Manager of
Global promotion Division, Tokyo Head Office
General Manager of the Company
Executive Operating Officer of the Company(present position)

Number of theCompany’s shares
owned

6,700

[Reasons for nomination as candidate for Director]
Jun Koike has been involved with management from the perspective of General Manager of Metal & Plastic Industrial
Machine Company, based on his extensive experience and achievements gained through execution of operation in the
Metal & Plastics Industrial Machine business in the past. We believe that he is qualified to develop the Group’sbusiness, and have high expectations for his management decision-making and oversight. Accordingly, we havenominated him as a candidate for Director.
Apr. 1997
Joined the Company
Apr. 2018
Corporate Planning Department General
Manager, Corporate Strategic Planning
Division of the Company
Jun. 2019
Corporate Strategy Division General Manager,
Corporate Strategic Planning Division of the
Yoshiaki Kai
Company(February 20, 1972)
700
Jun. 2020
Executive Officer and Corporate Strategic[New election]
Planning Division General Manager of theCompany (present position)
Jun. 2022
General Manager of Corporate Administration
Division of the Company (present position)
Jun. 2023
Managing Executive Officer of the Company(present position)[Reasons for nomination as candidate for Director]
Yoshiaki Kai possesses expert knowledge as a doctor of engineering and plays a central role in the Group’s
management based on his extensive experience and achievements gained in the Corporate Strategic Planning Divisionin addition to his experience and achievements in the Group’s Research and Development departments. We believe that
he is qualified to develop the Group’s business, and have high expectations for his management decision-making andoversight. Accordingly, we have nominated him as a candidate for Director.

-7-

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1979
Apr. 2003

5

Number of theCompany’s shares
ownedJoined Tokyo Electron Limited
Senior Executive, president’s office of Tokyo
Electron Limited
Jun. 2003
President and CEO of Tokyo Electron Limited
Apr. 2009
Vice Chairman of the Board of Tokyo Electron
LimitedKiyoshi Sato
Jun. 2011
Director of Tokyo Electron Limited(April 2, 1956)
Chairman of Tokyo Electron America, Inc.
Chairman of Tokyo Electron Europe, Ltd.
0
[Reelection][Candidate for Outside Director] Nov. 2013
President of TEL Solar AG[Candidate for Independent
Jun. 2016
Audit and Supervisory Board Member of Tokyo
Officer]
Electron Yamanashi Limited
Jun. 2017
Outside Director of the Company (present
position)
Jun. 2019
Outside Director of Mazda Motor Corporation(present position)
Jun. 2019
Outside Director of Inabata & Co., Ltd.
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Kiyoshi Sato possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies, including overseas business. Accordingly, we havenominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Mazda Motor Corporation, at which he is engaged in his main concurrent posts,
and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended all of the 17 meetings

-8-

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Mar. 1969
Jul. 1988

6

Number of theCompany’s shares
ownedJoined SHIZUOKA GAS Co., Ltd.
General Planning Group Leader of SHIZUOKAGAS Co., Ltd.
Mar. 1996
Director of SHIZUOKA GAS Co., Ltd.
Mar. 2000
Managing Director of SHIZUOKA GAS Co.,
Ltd.
Mar. 2001
Senior Managing Director of SHIZUOKA GASCo., Ltd.
Seigo Iwasaki
Mar. 2006
Representative Director and President of(October 8, 1946)
SHIZUOKA GAS Co., Ltd.
7,400
[Reelection]
Jan. 2011
Representative Director and Chairman of[Candidate for Outside Director]
SHIZUOKA GAS Co., Ltd.
[Candidate for Independent
May 2014
Outside Director of STAR MICRONICS CO.,
Officer]LTD. (present position)
Jun. 2015
Outside Director of Murakami Corporation(present position)
Jan. 2018
Director and Special Adviser of SHIZUOKAGAS Co., Ltd.
Jun. 2018
Outside Director of the Company (present
position)Mar. 2020
Special Adviser of SHIZUOKA GAS Co., Ltd.
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Seigo Iwasaki possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies. Accordingly, we have nominated him as a
candidate for Outside Director.
[Regarding Independence]
There is no special interest between STAR MICRONICS CO., LTD. and Murakami Corporation at which he is engaged
in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended all of the 17 meetings

-9-

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1980

7

Number of theCompany’s shares
owned

Prosecutor of Tokyo District Public Prosecutors
OfficeJan. 2014
Director-General of Public Security Intelligence
AgencyJan. 2015
Superintending Prosecutor, Sendai High
Prosecutors Office
Sep. 2016
Superintending Prosecutor, Osaka High
Prosecutors Office
Apr. 2017Retired from his post of Superintending
Kazumine Terawaki
Prosecutor, Osaka High Prosecutors Office(April 13, 1954)
Jun. 2017
Lawyer registration (Tokyo Bar Association),
Joined Satoshi Suzuki Law Office (currently
700[Reelection]
Shin Bell Law Office) (present position)[Candidate for Outside Director]
Feb. 2018
Outside Corporate Auditor of Kewpie[Candidate for Independent
Corporation (present position)
Officer]Jun. 2018
External Audit and Supervisory Board Memberof The Shoko Chukin Bank, Ltd. (present
position)
Jun. 2019
Outside Director of the Company (present
position)
Jun. 2019
Outside Audit and Supervisory Board Memberof Kajima Corporation
Jun. 2023
Outside Director of Kajima Corporation(present position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Kazumine Terawaki possesses an impressive character and knowledge, and the Company expects that he will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his
extensive experience and knowledge gained as a public prosecutor and lawyer, and as an outside officer for othercompanies. Accordingly, we have nominated him as a candidate for Outside Director. Although he has never been
involved in the management of a company except as an outside officer, the Company judges he can appropriately fulfill
his duties as an Outside Director based on the above reasons.
[Regarding Independence]
There is no special interest between Kewpie Corporation, The Shoko Chukin Bank, Ltd. and Kajima Corporation, at
which he is engaged in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended all of the 17 meetings- 10 -

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1991
Mar. 1998
Jul. 2009
Apr. 2011

8

Number of theCompany’s shares
ownedJoined Sanyo Securities Company Limited
Joined FANCL CORPORATION
Joined Calbee, Inc.
Investor Relations Group Manager of Calbee,
Inc.
Apr. 2013
Executive Officer and Investor Relations
Department General Manager of Calbee, Inc.
Apr. 2014
Corporate Planning Department General
Manager and Investor Relations Department
General Manager of Calbee, Inc.
Apr. 2016
East Japan Sales Department Deputy General
Chisa Hayakawa
Manager of Calbee, Inc.
(June 27, 1968)
Apr. 2017
East Japan Sales Department General Manager
1,100[Reelection]of Calbee, Inc.
[Candidate for Outside Director] Apr. 2019
Financial & Accounting Department General[Candidate for Independent
Manager of Calbee, Inc.
Officer]Jun. 2020
Outside Director of the Company (present
position)
Apr. 2021
Financial & Accounting Department General
Manager and Investor Relations Department
General Manager of Calbee, Inc.
Mar. 2022
Outside Director of Milbon Co., Ltd. (present
position)
Apr. 2022
Managing Executive Officer and CFO ofCalbee, Inc.
Apr. 2023
Executive Officer and CFO, Asia Oceania
Region of Calbee, Inc. (present position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Chisa Hayakawa possesses an impressive character and knowledge, and the Company expects that she will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing her
expertise as a certified tax accountant and a securities analyst and her extensive experience and knowledge gained
through wide-ranging business execution. Accordingly, we have nominated her as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Calbee, Inc. and Milbon Co., Ltd., at which she is engaged in her main concurrent
posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2023 to March 31, 2024)]
Attended 16 of the 17 meetings- 11 -

No.

Name (Date of birth)

Career summary, position and responsibilities(Significant concurrent positions outside the Company)
Apr. 1983
Feb. 1988

9

Notes:

1.
2.
3.
4.

5.

6.

7.

Number of theCompany’s shares
ownedJoined Sumitomo Corporation
Joined Anderson Group (currently KPMG
AZSA
LLC)
Eri Itagaki
Jan. 1995
Joined Itagaki CPA and Tax Accountant Office(September 22, 1960)
Apr. 1996
Deputy Director of Itagaki CPA and Tax
0[New election]
Accountant Office[Candidate for Outside Director] Jun. 2020
Outside Audit and Supervisory Board Member[Candidate for Independentof ZENKOKU HOSHO Co., Ltd. (present
Officer]position)
Sep. 2021
Outside Director (Audit and Supervisory
Committee Member) of NIITAKA Co., Ltd.
[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Eri Itagaki possesses an impressive character and knowledge, and the Company expects that she will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing her expertise in thefield of accounting gained through years of experience at a major audit firm and a certified public accountant’s officeand extensive experience and knowledge gained as an outside officer for other companies. Accordingly, we havenominated her as a candidate for Outside Director. Although she has never been involved in the management of acompany except as an outside officer, the Company judges she can appropriately fulfill her duties as an Outside
Director based on the above reasons.
[Regarding Independence]
There is no special interest between ZENKOKU HOSHO Co., Ltd., at which she is engaged in her main concurrent
post, and the Company.
There is no special interest between the above candidates for Director and the Company.
Jun Koike served as Director of the Company from June 2017 to June 2019.
Kiyoshi Sato, Seigo Iwasaki, Kazumine Terawaki, Chisa Hayakawa and Eri Itagaki are candidates for Outside Director.
Kiyoshi Sato, Seigo Iwasaki, Kazumine Terawaki and Chisa Hayakawa are currently Outside Directors of the Company,
and at the conclusion of this General Meeting of Shareholders, Kiyoshi Sato, Seigo Iwasaki, Kazumine Terawaki andChisa Hayakawa will have served as Outside Directors for seven years, six years, five years and four years respectively.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, theCompany has concluded limited liability agreements referred to in Article 423, paragraph (1) of the Companies Act with
Kiyoshi Sato, Seigo Iwasaki, Kazumine Terawaki and Chisa Hayakawa which prescribe that the maximum extent of theliability for damages shall be the amount set forth in laws and regulations. If their reelections are approved, the Company
plans to continue these limited liability agreements. In addition, if the election of Eri Itagaki is approved, the Company
will also enter into the same limited liability agreement with her.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured in the course of the performance of duties, or receipt of claims pertaining to the pursuit of such liability.
However, there are certain exclusions, such losses not being covered when they arise due to the performance of an illegal
act with full knowledge of its illegality. If they are appointed as Director, they will be included as insureds in the policy.
Moreover, the Company intends to renew the policy with the same policy details when the next renewal is due.
The Company has designated Kiyoshi Sato, Seigo Iwasaki, Kazumine Terawaki and Chisa Hayakawa as Independent
Officers based on the stipulation by the Tokyo Stock Exchange and registered them to the said exchange. If their reelections
are approved, the Company plans to continue their registration as the Independent Officers. In addition, Eri Itagaki meetsthe requirements for Independent Officers based on the regulations of the Tokyo Stock Exchange, and in the event that
her election is approved, the Company plans to designate her as an independent officer.

- 12 -

(Reference 1)

Knowledge, experience and abilities possessed by Directors after the approval and adoption of
Proposal 2

Below is the structure of the Board of Directors if Proposal 2 is approved and ratified by the Board of Directors
following this Ordinary General Meeting of Shareholders. The table does not represent all of the knowledge,
experience and abilities possessed by Directors.
<Skill Matrix of the Company’s Directors>
The Company selects persons with corporate management experience who are well versed in management, lawyers
who are well versed in compliance and corporate legal affairs, certified public accountants who are well versed infinance and accounting, and personnel with a high level of expertise, such as experts in IR, for Independent Outside
Director, placing emphasis on even more advanced knowledge of finance, the ability to have dialogue with stock
markets, etc. in addition to the usual managerial, operational and technological professional capabilities as skills thatare particularly necessary for achieving the current medium-term management plan, and strikes a balance between
knowledge, experience and ability for the Board of Directors overall for sound and sustainable growth while
increasing the competitiveness of its businesses.
Areas where expertise can be demonstrated and experience
Name

Position

GenderCorporate
management

Internal
control/
Governance

Legal affairs/
Compliance

Finance/
Accounting

M&A/
Alliances

IR/ SR

Manufacturing/
Development

MarketingInternational
experience

●

●

●

●

●

●

●

Shigetomo
Sakamoto

President andRepresentative
Director, President andExecutive Officer,
CEO and COO

Male

●

●

Hiroaki Ota

Representative
Director, Executive
Operating Officer and
CFO

Male

●

●

Jun Koike

Director and Executive
Operating Officer

Male

●

●

Yoshiaki
Kai

Director and Managing
Executive Officer

Male

●

●

●

KiyoshiSato

Outside Director

Male

●

●

●

Seigo
IwasakiOutside Director

Male

●

●

Kazumine
TerawakiOutside Director

Male

●

Chisa
Hayakawa

Outside Director

Female●●Eri Itagaki

Outside Director

Female●●HiroshiTakahashi

Director (Full-time
Audit and Supervisory
Committee Member)

Male

●

●

●

AkifumiImamuraOutside Director(Audit and Supervisory
Committee Member)

Male

●

Shigeo Ogi

Outside Director(Audit and Supervisory
Committee Member)

Male

●

●

●

●

●
●

●

●
●

●

●
●
●
●

●

- 13 -

Proposal 3:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

The validity of the election of substitute Director who is an Audit and Supervisory Committee Member Nobuhiro
Takeuchi, approved at the 100th Ordinary General Meeting of Shareholders held on June 26, 2023, will be expiredat the start of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests approval for theelection of one substitute Director who is an Audit and Supervisory Committee Member to be ready to fill a vacant
position should the number of Directors who are Audit and Supervisory Committee Members fall below the number
required by laws and regulations.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit andSupervisory Committee has been obtained; provided, however, that it is only in a time before assuming office.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary (Significant concurrent positions outside the Company)
Apr. 1984
Sep. 1996

Number of theCompany’s shares
ownedJoined Tokyo Regional Taxation Bureau
Joined Yamada & Partners Accounting Firm (currently
Yamada & Partners)
Jul. 2007
National Tax Tribunal Examiner, National Tax Appeal
Tribunal
Atsuko Usami
0(March 9, 1960)
Jul. 2011
Yamada & Partners
Jan. 2013
Employee of Yamada & Partners (present position)
Jan. 2019
Senior Partner of Yamada & Partners
Jun. 2021
Outside Director of TOTECH CORPORATION (present
position)[Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
Atsuko Usami has an impressive character and knowledge, and we expect that she will be able to reflect her extensive experienceand knowledge gained as a certified tax accountant and an outside officer for other companies. Accordingly, we have nominated her
as a candidate for Outside Director who is a substitute Audit and Supervisory Committee Member.
[Regarding Independence]
There is no special interest between TOTECH CORPORATION, at which she is engaged in her main concurrent post, and theCompany.
Notes: 1. There is no special interest between Atsuko Usami and the Company.
2. Atsuko Usami is a candidate for substitute outside Director who is an Audit and Supervisory Committee Member.
3. In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, if
Atsuko Usami is appointed as an Outside Director who is an Audit and Supervisory Committee Member, the Company
plans to conclude a limited liability agreement referred to in Article 423, paragraph (1) of the Companies Act with her.
The maximum extent of the liability for damages under this agreement shall be the amount set forth in laws and regulations.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured in the course of the performance of duties, or receipt of claims pertaining to the pursuit of such liability.
However, there are certain exclusions, such losses not being covered when they arise due to the performance of an illegal
act with full knowledge of its illegality. If Atsuko Usami is appointed as an Outside Director who is an Audit andSupervisory Committee Member, she will be included as an insured in the policy. Moreover, the Company intends torenew the policy with the same policy details when the next renewal is due.
5. In addition, Atsuko Usami meets the requirements for Independent Officers based on the regulations of the Tokyo Stock
Exchange, and in the event that she is appointed as Outside Director who is an Audit and Supervisory Committee Member,the Company plans to designate her as an Independent Officer.

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Proposal 4:

Determination of Remuneration Based on Continuous Service-type Restricted Share-based
Remuneration Plan to Directors (excluding Directors Who Are Audit and Supervisory
Committee Members and Outside Directors) and Revision of Remuneration Amount1.

Overview of the proposal
The Company requests approval to review the benefit level of the “continuous service-type restricted sharebased remuneration” (the “Plan”), one of the share-based remuneration plans using two types of shares withtransfer and other restrictions for the Company’s Directors (excluding Directors who are Audit andSupervisory Committee Members; the “Eligible Directors”) that was approved at the 97th Ordinary General
Meeting of Shareholders held on June 29, 2020, based on changes in the share price since its introduction, as
well as to change the maximum amount of the total monetary remuneration claims to be granted to the
Eligible Directors under the Plan.
Specifically, the total amounts of remuneration, etc. provided for the purpose of granting restricted shares tothe Eligible Directors on the basis of this proposal, which is in the form of monetary remuneration claims,
shall be set at an amount not exceeding ¥63 million annually. The Company gained approval at its 97th
Ordinary General Meeting of Shareholders held on June 29, 2020, with respect to amounts of remuneration for
the Company’s Directors (excluding Directors who are Audit and Supervisory Committee Members), for an
amount not exceeding ¥450 million annually (including the amount not exceeding ¥150 million annually for
Outside Directors; provided, however, that this does not include the portion of employee salaries paid to the
Directors concurrently serving as employees). The Company now seeks approval with respect to changing the
remuneration limit of the Plan set for Eligible Directors separately from the aforementioned remuneration
framework.
The outline of the content of the Company’s policy for determining the content of remuneration, etc. for eachindividual Director is as described in Business Report “4. (5) (i) Policy on determination of details of
remuneration, etc. for executive officers c. (a)” (in Japanese only) which, if this proposal and Proposal 5 areapproved, will be changed as described in (Reference 2). Since the content of this proposal is necessary andreasonable for the payment of remuneration, etc. in accordance with such policy after the change, theCompany believes that the content of this proposal is appropriate.
If proposal 2 is approved as originally proposed, the number of Directors eligible for the Plan will be four.

2.

Details of the Plan
(1) Overview of the Plan
Under the Plan, the Company shall grant Eligible Directors with monetary remuneration claims for the
allocation of restricted shares, and, by having the Eligible Directors make contribution in kind to theCompany using all the monetary remuneration claims as contributed assets, shall issue or dispose of its
common shares to the Eligible Directors and allow them to hold such shares. The Plan is the “continuous
service-type restricted share-based remuneration,” which requires the Eligible Director’s continuous service
for a certain period as the Company’s Director in order for the transfer restriction to be lifted. As a generalrule, the date on which transfer restriction is lifted and the retirement date of a respective Director are one
and the same.
The total number of common shares to be issued or disposed of by the Company under the Plan shall be set
at a number not exceeding 19,000 shares annually. However, if a share split of the Company’s commonshares (including an allotment without contribution of the Company’s common shares) or shareconsolidation of the shares on and after the date of resolution by this General Meeting of Shareholders, orin any similar event that would make it necessary to adjust the maximum total number of shares to be allotted,
the Company may rationally adjust the maximum total number of shares to be allotted.
The amount to be paid in per share shall be determined by the Board of Directors based on the closing priceof the Company’s common share on the Tokyo Stock Exchange on the business day immediately prior toeach date of resolution by the Board of Directors concerning the issuance or disposal of the shares (if there
is no transaction on such date, the closing price of the closest preceding trading day), which will be within
the range not specially advantageous to Eligible Directors.

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(2) Continuous service-type restricted share-based remuneration
The issuance or disposal of the common shares under the Plan is carried out, as a general rule, on an annual
basis and the number of shares predetermined by the Board of Directors on the basis of an Eligible Director’s
position are delivered as restricted shares. The amount of monetary remuneration claims granted to the
Eligible Directors shall be the amount to be paid per share of such share-based remuneration multiplied by
the number of shares to be delivered. For the issuance or disposal of the common shares of the Company, anagreement on allotment of restricted shares that includes the content outlined below (the “Allotment
Agreement I”), shall be entered into between the Company and each Eligible Director.
(i) An Eligible Director shall not transfer, create a security interest in, or otherwise dispose of the commonshares of the Company allotted under the Allotment Agreement I (the “Allotted Shares I”) for the period
from the payment date of the Allotted Shares I until the time that the Eligible Director retires from theposition predetermined by the Board of Directors of the Company (the “Restriction Period” in this
proposal).
(ii) In the event that the Eligible Director retires from the position, which is specified in (i) above, before
the expiration of the scheduled period for service specified by the Board of Directors during the
Restriction Period (the “Service Provision Period”), the Company shall acquire, by rights, the Allotted
Shares I without contribution, unless there is a reason that the Board of Directors deems justifiable. The
Company shall also acquire the Allotted Shares I for no consideration in any other cases where theBoard of Directors of the Company decides that it is appropriate for the Company to acquire all or a
portion of the Allotted Shares I for no consideration.
(iii) The Company shall lift the Restriction of all of the Allotted Shares I upon expiration of the Restriction
Period, on the condition that the Eligible Director has remained in the position, which is specified in (i)above, throughout the Service Provision Period. However, if the Eligible Director retires from theposition as provided in (i) above before the expiration of the Service Provision Period due to the reason
the Board of Directors of the Company deems justifiable, which is specified in (ii) above, the Company
shall rationally adjust the number of the Allotted Shares I on which the Restriction is to be lifted, andthe timing of lifting the Restriction as needed.
(iv) The Company shall acquire, by rights, without contribution the Allotted Shares I on which the
Restriction has not been lifted at the expiration of the Restriction Period in accordance with theprovision of (iii) above.
(v) Notwithstanding the provision of (i) above, if, during the Restriction Period, a matter relating to“Reorganization” (as defined below) is approved by a General Meeting of Shareholders of the Company(or the Company’s Board of Directors in cases where approval by a General Meeting of Shareholders
is not required with respect to said Reorganization), the Company shall, prior to the effective date ofsaid Reorganization, lift the Restriction on a number of the Allotted Shares I as rationally determinedby resolution of the Company’s Board of Directors and taking into account the period from thecommencement date of the Service Provision Period until the date of approval for said Reorganization.
Such “Reorganization” shall collectively refer to the following matters: a merger agreement whereby
the Company is a disappearing entity; a share exchange agreement, a share transfer plan or other typeof reorganization whereby the Company becomes a wholly owned subsidiary of another company.
(vi) In cases provided for in (v) above, the Company shall acquire, by rights, without contribution the
Allotted Shares I on which the Restriction has not been lifted as of the time immediately after the
Restriction was lifted in accordance with the provisions in (v) above.
(vii) Other matters regarding Allotment Agreement I shall be determined by the Board of Directors of theCompany.

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Proposal 5:

Determination of Remuneration Based on Performance-linked and Restricted Share-based
Remuneration Plan to Directors (excluding Directors Who Are Audit and Supervisory
Committee Members and Outside Directors) and Revision of Remuneration Amount1.

Overview of the proposal
The Company requests approval to change the performance evaluation period under the “performance-linked
and restricted share-based remuneration” (the “Plan”), one of the share-based remuneration plans using two
types of shares with transfer and other restrictions for the Company’s Directors (excluding Directors who are
Audit and Supervisory Committee Members; the “Eligible Directors”) that was approved at the 97th Ordinary
General Meeting of Shareholders held on June 29, 2020, from the period of the medium-term management
plan to each fiscal year, as well as to review the benefit level based on changes in the share price since its
introduction. The Company also requests approval to change the maximum amount of the total monetary
remuneration claims to be granted to the Eligible Directors under the Plan and the maximum total number ofshares of common stock to be issued or disposed of by the Company to the Eligible Directors.
Specifically, the total amounts of remuneration, etc. provided for the purpose of granting restricted shares tothe Eligible Directors on the basis of this proposal, which is in the form of monetary remuneration claims,
shall be set at an amount not exceeding ¥126 million annually The total number of common shares to beissued or disposed of by the Company to the Eligible Directors under the Plan shall be set at a number notexceeding 22,000 shares annually. The Company gained approval at its 97th Ordinary General Meeting of
Shareholders held on June 29, 2020, with respect to amounts of remuneration for the Company’s Directors(excluding Directors who are Audit and Supervisory Committee Members), for an amount not exceeding ¥450
million annually (including the amount not exceeding ¥150 million annually for Outside Directors; provided,
however, that this does not include the portion of employee salaries paid to the Directors concurrently serving
as employees). The Company now seeks approval with respect to changing the remuneration limit of the Plan
set for Eligible Directors separately from the aforementioned remuneration framework.
The outline of the content of the Company’s policy for determining the content of remuneration, etc. for eachindividual Director is as described in Business Report “4. (5) (i) Policy on determination of details of
remuneration, etc. for executive officers a. (a)” (in Japanese only) which, if this proposal and Proposal 4 areapproved, will be changed as described in (Reference 2). Since the content of this proposal is necessary andreasonable for the payment of remuneration, etc. in accordance with such policy after the change, theCompany believes that the content of this proposal is appropriate.
If proposal 2 is approved as originally proposed, the number of Directors eligible for the Plan will be four.

2.

Details of the Plan
(1) Overview of the Plan
Under the Plan, the Company shall grant Eligible Directors with monetary remuneration claims for the
allocation of restricted shares, and, by having the Eligible Directors make contribution in kind to theCompany using all the monetary remuneration claims as contributed assets, shall issue or dispose of its
common shares to the Eligible Directors and allow them to hold such shares. The Plan is the “performancelinked and restricted share-based remuneration,” in which the number of restricted shares to be granted varies
in accordance with the achievement level of the performance targets established in advance by the Board of
Directors. As a general rule, the date on which transfer restriction is lifted and the retirement date of arespective Director are one and the same.
The total number of common shares to be issued or disposed of by the Company under the Plan shall be set
at a number not exceeding 22,000 shares annually. However, if a share split of the Company’s commonshares (including an allotment without contribution of the Company’s common shares) or shareconsolidation of the shares on and after the date of resolution by this General Meeting of Shareholders, orin any similar event that would make it necessary to adjust the maximum total number of shares to be allotted,
the Company may rationally adjust the maximum total number of shares to be allotted.
The amount to be paid in per share shall be determined by the Board of Directors based on the closing priceof the Company’s common share on the Tokyo Stock Exchange on the business day immediately prior toeach date of resolution by the Board of Directors concerning the issuance or disposal of the shares (if there
is no transaction on such date, the closing price of the closest preceding trading day), which will be within
the range not specially advantageous to Eligible Directors.
(2) Allotment of restricted shares
The issuance or disposal of the common shares under the Plan is carried out, as a general rule, after the endof each fiscal year that forms the target period for performance evaluation, and the number of shares- 17 -

predetermined by the Board of Directors on the basis of an Eligible Director’s position are multiplied by thelevel of achievement of the performance benchmarks predetermined by the Board of Directors as of the endof the fiscal year (the “Performance-based Payout Ratio”)(*) and delivered as restricted shares. The amountof monetary remuneration claims granted to the Eligible Directors shall be the amount to be paid per shareof such share-based remuneration multiplied by the number of shares to be delivered.
Moreover, the Company may rationally adjust the number of shares to be delivered in accordance with theperiod of service of an Eligible Director during the fiscal year.
(*) The Performance-based Payout Ratio is to be determined by the Board of Directors, but it is planned tobe calculated by the following formula for the initial fiscal year (from April 1, 2024 to March 31, 2025).
Performance-based Payout Ratio = payment ratio based on consolidated operating profit ratio x 60%+ payment ratio based on consolidated ROE (return on equity) x
20% + payment ratio based on consolidated ROIC (return on
invested capital) x 20%
・The Performance-based Payout Ratio varies across a range of 0% to 200% according to results achieved
with respect to the consolidated operating profit ratio, consolidated ROE and consolidated ROIC during
the Performance Evaluation Period.
・The Performance-based Payout Ratio is planned to be reviewed each time when the new medium-term
management plan is formulated.
For the issuance or disposal of the common shares of the Company, an agreement on allotment of
performance-linked and restricted shares that includes provisions, as outlined below (the “Allotment
Agreement II”) shall be entered into between the Company and Eligible Directors.
(i) An Eligible Director shall be subject to transfer restrictions for the common shares of the Company
allotted under the Allotment Agreement II (the “Allotted Shares II”) for the period from the payment
date of the Allotted Shares II until the time that the Eligible Director retires from the positionpredetermined by the Board of Directors of the Company (the “Restriction Period” in this proposal).
(ii) The Company shall acquire the Allotted Shares II for no consideration in any other cases where theBoard of Directors of the Company decides that it is appropriate for the Company to acquire all or a
portion of the Allotted Shares II for no consideration.
(iii) The transfer restrictions for all of the Allotted Shares II shall be cancelled only in the event that therelevant Director resigns from the position stipulated in (i) above due to the expiration of their term ofoffice, death, or other reasons deemed justifiable by the Board of Directors of the Company.
(iv) The Company shall acquire, by rights, without contribution the Allotted Shares II on which the
Restriction has not been lifted at the expiration of the Restriction Period in accordance with theprovision of (iii) above.
(v) Notwithstanding the provisions of (i) above, if, during the Restriction Period, approval has been granted
for matters relating to a Reorganization by a General Meeting of Shareholders of the Company (or theCompany’s Board of Directors in cases where approval by a General Meeting of Shareholders is not
required with respect to said Reorganization), the Company shall, by a resolution of the Board of
Directors of the Company, cancel the transfer restrictions with respect to the Allotted Shares II prior to
the effective date of the Reorganization in question.
(vi) Other matters regarding Allotment Agreement II shall be determined by the Board of Directors of theCompany.
The Company shall deliver common shares not subject to the Restriction of a number calculated using thesame formula as that aforementioned if an Eligible Director retires from his or her position, which is
specified in (i) above, due to expiration of his or her term of office on or before the date of the first Ordinary
General Meeting of Shareholders held after the end of each fiscal year, or on other legitimate grounds.
Furthermore, in the case of an Eligible Director’s retirement through death on or before the date of the first
Ordinary General Meeting of Shareholders held after the end of each fiscal year, an amount of money
equivalent to the monetary remuneration claims that were planned to be paid for the granting of restricted
shares shall be paid to the inheritors.
The Company will not deliver shares if an Eligible Director retires from his or her position, which is specified
in (i) above, before the end of each fiscal year, or has been involved in certain types of misconduct.
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In addition, the Company shall not deliver shares if, before the end of each fiscal year, approval has been
granted for matters relating to a Reorganization by a General Meeting of Shareholders of the Company (orthe Company’s Board of Directors in cases where approval by a General Meeting of Shareholders is not
required with respect to said Reorganization; however, this shall apply only if the effective date of said
Reorganization is scheduled prior to the date of share delivery under the Plan).

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(Reference 2)

Policy on determining the details of individual remuneration, etc. of Directors (excluding Directors
who are Audit and Supervisory Committee Members) after the approval and adoption of Proposal 4
and Proposal 5

1.

Policy on determining the amount of remuneration, etc. (excluding remuneration, etc. set forth in 2 and 3
below) for each individual Director (excluding Directors who are Audit and Supervisory Committee
Members; the same shall apply hereinafter) and method of calculation of such remuneration, etc. (including
policy on determining the timing and conditions of granting remuneration, etc.)
The Company’s remuneration, etc. for Directors shall be a monthly remuneration based on their position in the
Company, and the level of such remuneration, etc. shall be appropriate to their management abilities andresponsibilities, taking into consideration the standard level in the machinery industry, including metal &plastics industrial machines and machine tools, and consistency with the treatment of employees, and otherfactors.

2.

Policy on determining the details of performance benchmarks for performance-linked remuneration, etc., or
method for calculating the amount or number of performance-linked remuneration, etc., for each individual
Director (including policy on determining the timing and conditions of granting remuneration, etc.)(1) Monetary remuneration (bonus in cash)
As monetary remuneration (bonus in cash) for internal Directors, performance-linked remuneration to
improve the Company’s performance shall be paid at a designated time each fiscal year. Such monetary
remuneration shall be calculated based on quantitative performance and qualitative evaluation. The
quantitative performance benchmarks shall be the consolidated operating profit ratio, consolidated return on
equity (ROE) and consolidated return on invested capital (ROIC) which are benchmarks of sustained
improvement in corporate value. The level of performance-linked remuneration shall be determined as an
appropriate level commensurate with management ability and responsibility, taking into consideration thestandard level in the machinery industry, including metal & plastics industrial machines and machine tools,
and consistency with the treatment of employees, and shall be specifically calculated using the following
formula.
Amount of bonus in cash = Position-specific base remuneration x annual Performance-based Payout
Ratio
Annual Performance-based Payout Ratio = payout ratio based on consolidated operating profit ratio forthe relevant fiscal year x 60% + payout ratio based on consolidated
ROE (return on equity) for the relevant fiscal year x 20% + payment
ratio based on consolidated ROIC (return on invested capital) x
20%(2) Performance-linked and restricted share-based remuneration
As share-based remuneration for internal Directors, performance-linked and restricted share-based
remuneration to improve the Company’s business performance shall, as a general rule, be paid after the endof each fiscal year. The number of shares of such share-based remuneration shall be determined for eachfiscal year as the performance evaluation period, and the number of shares to be granted shall be the numberof shares determined on the basis of an Eligible Director’s position (the “Base Number of Shares by
Position”) multiplied by the level of achievement of the performance benchmarks predetermined by the
Board of Directors as of the end of the fiscal year (Performance-based Payout Ratio).
The Performance-based Payout Ratio for such share-based remuneration shall be determined by the Boardof Directors, but for the initial fiscal year (from April 1, 2024 to March 31, 2025), it shall be calculated basedon the following formula.
Performance-based Payout Ratio = payment ratio based on consolidated operating profit ratio x 60% +payment ratio based on consolidated ROE (return on equity) x 20%+ payment ratio based on consolidated ROIC (return on invested
capital) x 20%
The delivery of such share-based remuneration shall be made by granting monetary remuneration claims to
the Eligible Directors by resolution of the Board of Directors and by having the Eligible Directors makecontribution in kind to the Company using all the monetary remuneration claims as contributed assets.
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The Base Number of Shares by Position of the Eligible Director shall be fixed during the period of themedium-term management plan and shall be the number obtained by dividing the target amount for eachposition of the Eligible Directors by the closing price of the Company’s common stock on the Tokyo Stock
Exchange on the business day immediately preceding the date of resolution by the Board of Directors
concerning the issuance or disposal of the shares for the share-based remuneration of the initial fiscal yearof the medium-term management plan (or the closing price of the immediately preceding trading day if no
trading was effected on that date). The amount of monetary remuneration claims to be granted to Eligible
Directors shall be the issue price per share of such share-based remuneration multiplied by the number ofshares to be granted. The issue price per share of such share-based remuneration shall be determined by the
Board of Directors based on the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the business day immediately preceding the date of each Board of Directors resolution (or the closing
price of the immediately preceding trading day if no trading was effected on that date), to the extent notparticularly favorable to the Eligible Directors. As a general rule, the date on which transfer restriction islifted and the retirement date of a respective Director are one and the same.
3.

Policy on determining the details of non-monetary remuneration, etc., the amount or number of such nonmonetary remuneration, etc., and method of calculation of such remuneration, etc., for each individual
Director (including policy on determining the timing and conditions of granting remuneration, etc.)(1) Performance-linked and restricted share-based remuneration
Same as 2 (2) above.
(2) Continuous service-type restricted share-based remuneration
As share-based remuneration for internal Directors, continuous service-type restricted share-based
remuneration shall, as a general rule, be paid every year on the condition that they continue to serve as
Directors of the Company for a certain period of time in order to cancel the transfer restrictions. The deliveryof such share-based remuneration shall be made by granting monetary remuneration claims to the Eligible
Directors by resolution of the Board of Directors and by having the Eligible Directors make contribution inkind to the Company using all the monetary remuneration claims as contributed assets. The Number of
Shares to be Granted by Position of the Eligible Director shall be fixed during the period of the mediumterm management plan and shall be the number obtained by dividing the target amount for each position of
the Eligible Directors by the closing price of the Company’s common stock on the Tokyo Stock Exchangeon the business day immediately preceding the date of resolution by the Board of Directors concerning theissuance or disposal of the shares for the share-based remuneration of the initial fiscal year of the mediumterm management plan (or the closing price of the immediately preceding trading day if no trading was
effected on that date). The amount of monetary remuneration claims to be granted to Eligible Directors shallbe the issue price per share of such share-based remuneration multiplied by the number of shares to be
granted. The issue price per share of such share-based remuneration shall be determined by the Board of
Directors based on the closing price of the Company’s common stock on the Tokyo Stock Exchange on thebusiness day immediately preceding the date of each Board of Directors resolution (or the closing price of
the immediately preceding trading day if no trading was effected on that date), to the extent not particularly
favorable to the Eligible Directors.
As a general rule, the date on which transfer restriction is lifted and the retirement date of a respective
Director are one and the same.

4.

Policy on determining the ratio of the amount of each remuneration, etc. to the amount of remuneration, etc.
for each individual Director
The ratio to the amount of remuneration, etc. for each individual internal Director in the remuneration plan for
Directors is assumed to be monthly fixed remuneration (base remuneration) : continuous service-type
restricted share-based remuneration : performance-linked remuneration (bonus of cash) : performance-linked
and restricted share-based remuneration = 55% : 10% : 25% : 10% (Outside Directors shall receive only baseremuneration). This is based on the basic policy of combining, in appropriate proportions, monthly
remuneration as fixed remuneration (base remuneration) and variable remuneration as (i) share-based
remuneration conditional on continuous service, (ii) bonus as cash linked to short-term performance, and (iii)
share-based remuneration linked to medium- to long-term performance, to function as a sound incentive.

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5.

Matters concerning the delegation of authority for determining the details of individual remuneration, etc. of
Directors(1) Monetary remuneration (monthly remuneration and bonus in cash)
The Chairman of the Board of Directors (or the President and Representative Director if no Chairman is
appointed) shall be delegated, based on a resolution of the Board of Directors, the authority to determine thespecific details of individual remuneration, including the amount of monthly remuneration for each Director
and the allocation of bonuses to internal Directors based on the performance and other factors of the businessfor which they are responsible. The Board of Directors shall receive the report of the Remuneration Advisory
Committee to ensure that such authority is properly exercised by the Chairman of the Board of Directors.
(2) Share-based remuneration (continuous service-type restricted share-based remuneration and performancelinked and restricted share-based remuneration)
The Chairman of the Board of Directors (or the President and Representative Director if no Chairman is
appointed) shall be delegated, based on a resolution of the Board of Directors, the authority to determine thespecific details of individual remuneration, and such authority shall include the target amount for eachposition, the Base Number of Shares by Position, the number of shares to be granted, and the allocation of
the amount of monetary remuneration claims as assets contributed in kind for the restricted share-based
remuneration of each Eligible Director. The Board of Directors shall receive the report of the Remuneration
Advisory Committee to ensure that such authority is properly exercised by the Chairman of the Board of
Directors.

6.

Other important matters concerning the determination of the details of remuneration, etc. for each individual
Director
A portion of each Director’s executive remuneration may not be paid in the event that the Company’s businessperformance deteriorates or a Director causes misconduct.

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