[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 9058
Date of issuance: June 2, 2023
Start date of measures for electronic provision: May 30, 2023
To our shareholders:
Atsunori Takebe
President
TRANCOM CO., LTD.
19-30, 1-chome Aoi, Higashi-ku, Nagoya
NOTICE OF THE 66th ANNUAL GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 66th Annual General Meeting of Shareholders of TRANCOM
CO., LTD. (the “Company”) on June 20, 2023, which will be held as described below.
When convening this general meeting of shareholders, the Company takes measures forproviding information in electronic format. This information is posted on each of the following
websites, so please access either of those websites to confirm the information.
If you are unable to attend the meeting in person, you may exercise your voting rights in writing(by postal mail) or by electromagnetic means such as via the internet, etc. Please review theReference Document for the General Meeting of Shareholders and exercise your voting rights
by no later than 5:30 p.m. on Monday, June 19, 2023 (JST).
The Company’s website:
https://www.trancom.co.jp/ir/stock/generalmeeting/ (in Japanese)
Website for informational materials for the general meeting of shareholders:
https://d.sokai.jp/9058/teiji/ (in Japanese)
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)* Access the website by using the internet address shown above, enter “TRANCOM” in “Issue name (company
name)” or the Company’s securities code “9058” in “Code,” and click “Search.” Then, click “Basic information”
and select “Documents for public inspection/PR information.” Under “Filed information available for public
inspection,” click “Click here for access” under “[Notice of General Shareholders Meeting /Informational
Materials for a General Shareholders Meeting].”-1-

[Translation]

Meeting Details
1. Date and Time:

Tuesday, June 20, 2023 at 10:00 a.m. (Japan Standard Time)

2. Place:

4F Conference Room, Mazak Art Plaza
19-30, 1-chome Aoi, Higashi-ku, Nagoya

3. Purposes:
Items to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of theConsolidated Financial Statements by the Financial Auditor and the Audit andSupervisory Committee for the 66th Fiscal Year (from April 1, 2022 to March 31,2023)
2. Non-Consolidated Financial Statements for the 66th Fiscal Year (from April 1,
2022 to March 31, 2023)
Items to be resolved:
Appropriation of surplus
Proposal 1:
Election of six (6) Directors who are not Audit and Supervisory
Proposal 2:
Committee Members
Election of one (1) Director who is an Audit and Supervisory
Proposal 3:
Committee Member-2-[Translation]

Reference Document for the General Meeting of Shareholders
Proposals and Reference Information
Proposal 1:
1.

Appropriation of surplus

Year-end dividend
To determine the amount of dividends payable at the end of the 66th fiscal year, theCompany must take account of the continuation of stable dividend with businessperformance for the 66th fiscal year. Accordingly, the Company proposes to pay dividends
as follows:(1)

Type of dividend assets:

Cash

(2)

Allocation of dividends to shareholders, and total amount
Per share of common stock:¥60
Total dividends:¥579,093,900
Since the interim dividend in the amount of 68 yen per share has been distributed, the annual dividend forthe current fiscal year would be 128 yen per share (dividend increase of 2 yen).

(3)2.

Effective date of dividends of surplus:

June 21, 2023

Other appropriation of surplus
Regarding matters relating to the other appropriation of surplus, the Company proposes thefollowing to prepare for investment to promote further business growth and other actions.
(1)

Item of surplus to be increased and amount of increase
General reserve:¥1,000,000,000(2)Item of surplus to be decreased and amount of decrease
Retained earnings brought forward: ¥1,000,000,000-3-[Translation]

Proposal 2:

Election of six (6) Directors who are not Audit and Supervisory Committee
Members

The terms of office of all six (6) Directors who are not Audit and Supervisory Committee
Members will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes electing six (6) Directors who are not Audit and Supervisory
Committee Members, including two (2) Outside Directors.
Audit and Supervisory Committee determines that all candidates for Directors are wellqualified.
The candidates for Directors who are not Audit and Supervisory Committee Members are as
follows:No.

Name(Date of birth)

Masahisa Shimizu
72 years old(Jun. 23, 1950)
1

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Jul.

1976

Joined Aichi Kogata Unyu Co., Ltd. (currently AICOH.,
Ltd.)

Jun.
Jun.

1989
1994

Board Director of the Company
Executive Director

Apr.
Jun.
Apr.

2000
2005
2016

Senior Executive Director
President
Chairman

Apr.

2022

Board Director and Supreme Advisor (current position)

Reasons for Nomination as Director
Masahisa Shimizu has led the Company by demonstrating excellent
foresight and strong leadership and grown it into a unique logistics
company. On the basis of his track record, he exercised management
leadership as Representative Director and Supreme Advisor. The Company
has nominated him as a candidate for Director, because he can be expected
to utilize his experience as a manager cultivated thus far, and perform theduties such as decision-making in management policy and corporate
strategy, oversight of business operations and proactive advocacy ofcorporate values to disseminate them within the Group from an even wider
perspective.

-4-

Number ofCompany
shares owned

30,600[Translation]

No.

Name
(Date of birth)Atsunori Takebe
48 years old(Jul. 30, 1974)
2

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Jul.
Feb.

1999
2003

Feb.

2010

Apr.

2014

Number ofCompany
shares owned

Joined the Company
Block Manager of Block I of Logistics Management
Group
Manager of Corporate Planning Group

Seconded to Transfreight China Logistics Ltd. (currently
TRANCOM CHINA LOGISTICS LTD.) as Deputy
General Manager
Nov. 2015
Manager of Overseas Business Group of the Company
President of Transfreight China Logistics Ltd.
Apr. 2016
Executive Officer in charge of Overseas Business of theCompany
Jun. 2016
Board Director and Executive Officer in charge ofOverseas BusinessFeb. 2019
Board Director and Executive Officer in charge ofAutomotive Logistics and Overseas Business
Oct. 2019
Chairman of Sergent Services Pte Ltd
Apr. 2020
Board Director and Senior Executive Officer in charge ofAutomotive Logistics and Overseas Business of theCompany
Feb. 2021
Board Director and Senior Executive Officer in charge ofCorporate Planning, Automotive Logistics and Overseas
Business
May 2021
Representative Director of AICOH., Ltd. (current
position)
Apr. 2022
President of the Company (current position)[Important Concurrent Positions]Representative Director of AICOH., Ltd.
Reasons for Nomination as Director
Since joining the Company, Atsunori Takebe has engaged in the Logistics
Management business, Corporate Planning, business expansion inoverseas, the promotion of the automotive logistics business, etc. and has
gained extensive experience. On the basis of his track record, he haspromoted the rebuilding of the foundation for growth by developing
ESG/SDGs management in addition to expanding new transport anddelivery areas that combine ideas and technology. Moreover, as President,
he led the medium-term management plan “TRANCOM VISION 2025”
and pushed ahead efforts for its realization. The Company has nominatedhim as a candidate for Director, because he can be expected to continue
utilizing his broad business experience and knowledge for management.

-5-

136,900

[Translation]

No.

Name
(Date of birth)

Yasuhiro Jinno
52 years old(Mar. 8, 1971)
3

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Mar.
Jun.

1995
2005

Feb.

2012

Jun.

2014

Apr.

2016

Dec.

2016

Apr.
Oct.
Apr.

2017
2018
2020

Feb.

2021

Apr.

2023

Joined the Company
Executive Officer, General Manager of TransportationGroup
Executive Officer, controlling operation of Logistics
Management Group
Board Director and Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer in charge of
Logistics Management Group
Board Director and Senior Executive Officer, assisting
operations control
Board Director and Managing Executive Officer
Board Director and Senior Managing Executive Officer
President and Representative Director of TRANCOM
SC., LTD.
Board Director and Senior Managing Executive Officer
in charge of Business Operations and Sales of theCompany
Board Director and Executive Officer in charge ofBusiness Improvement and Public Relations (current
position)

Reasons for Nomination as Director
Yasuhiro Jinno has engaged in the Transportation business and Logistics
Management business since joining the Company and held positions ofresponsibility in diverse business areas. On the basis of his extensive
business experience and track record, he has formulated and implemented
business strategy from a management perspective looking to the medium tolong term. The Company has nominated him as a candidate for Director,
because he can be expected to continue promoting the Company’sbusiness.

-6-

Number ofCompany
shares owned

1,700[Translation]

No.

Name
(Date of birth)

Ryo Kambayashi
49 years old(Apr. 1, 1974)
4

Reelection
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Mar.
Feb.

1997
2012

Joined the Company
General Manager of Logistics Information Service Group

Apr.

2014

Executive Officer, General Manager of Logistics
Information Service Group

Mar.

2016

President and Representative Director of TTS CO., LTD.
(current position)

Apr.

2018

Apr.

2019

Jun.

2019

Feb.

2020

Senior Executive Officer in charge of Logistics
Information Service of the Company
Managing Executive Officer in charge of Logistics
Information Service
Board Director and Managing Executive Officer incharge of Logistics Information Service
Board Director and Managing Executive Officer
responsible for Transport Division

Oct.

2020

Board Director and Senior Managing Executive Officer
responsible for Transport DivisionFeb. 2022
Board Director and Senior Managing Executive Officer
responsible for Transport Division, and in charge of
Logistics Information Service and DX & ICT
Jan.
2023
Board Director and Senior Managing Executive Officer
in charge of Strategy Planning
Apr. 2023
Board Director and Executive Officer in charge ofStrategy Planning (current position)[Important Concurrent Positions]
President and Representative Director of TTS CO., LTD.
Reasons for Nomination as Director
Ryo Kambayashi has engaged in the Logistics Information Service
business since joining the Company and has led its growth into one of thecore businesses of the Company. Utilizing this extensive businessexperience and knowledge, he formulated and implemented businessstrategy that quickly responds to changes in economic conditions and thebusiness environment as the person responsible for the Transport Division.
The Company has nominated him as a candidate for Director, because hecan be expected to continue promoting the Company’s business.

-7-

Number ofCompany
shares owned

1,200[Translation]

No.

Name
(Date of birth)

Kei Sato
57 years old(Jun. 1, 1965)

5

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
12/12 (100%)Career summary, positions and areas of responsibility in the Company
Apr.
Dec.

1988
1990

Joined KOKUSAI SHOGYO publishing corp.
Joined THE NIKKAN KOGYO SHIMBUN, LTD.

Nov.

2003

Managing Director of Phoenix Capital Co., Ltd.

Feb.
May

2004
2007

Director of Kinsho Store Co., Ltd.
Representative Director of PARER Co., Ltd.

Aug.

2008

Director and Co-founder of KAJITAKU CO., LTD.

Jun.
Jun.

2019
2019

Nov.

2019

Outside Director of the Company (current position)
Outside Director of Life Network Co., Ltd. (current
position)
Joint Representative Director of COKIA Ltd. (current
position)

Number ofCompany
shares owned[Important Concurrent Positions]
Outside Director of Life Network Co., Ltd.
Joint Representative Director of COKIA Ltd.
Reasons for Nomination as Outside Director and expected role
Kei Sato has engaged in business management in various fields, and has a
track record as a corporate manager accumulated over many years andexceptional insight concerning society, economic trends, etc. Utilizing this,he actively offers comments and advice in order to increase thetransparency and fairness of management as Chairperson of theNomination Committee and the Remuneration Committee. Furthermore, hecontributes to collaboration between Outside Directors, information
sharing and the enhancement of the functions of the Board of Directors
through the constructive exchange of opinions, etc. as Head of Independent
Outside Directors. The Company has nominated him as a candidate for
Outside Director, because he can be expected to continue utilizing his
experience, etc. to appropriately monitor and give effective advice
regarding the Company’s overall management.
Matters concerning Independence
The Company has no special relationship with Life Network Co., Ltd. or
COKIA Ltd., at both of which Kei Sato concurrently serves as a director.
He had been in an agreement for an advisory contract with the Company
regarding sales activities since February 2016, but the compensation wasless than five million yen, and the advisory contract was terminated in May
2019. Therefore, we believe that this does not affect his independence. In
addition, he has been registered as an Independent Director prescribed by
the Tokyo Stock Exchange and Nagoya Stock Exchange, and if he iselected, the Company will continue to appoint him as Independent
Director.

-8-–

[Translation]

No.

Name
(Date of birth)

Kuniko Usagawa
53 years old(Mar. 10, 1970)

6

Reelection
Outside Director
Independent
Attendance at theBoard of Directors
meetings
10/10 (100%)Career summary, positions and areas of responsibility in the Company
Apr.

1992

Joined Recruit From A Co., Ltd. (currently Recruit Co.,
Ltd.)

Oct.

2012

Apr.

2014

HR Research Organization, Recruit Holdings Co., Ltd.
(currently Recruit Co., Ltd.)
Corporate Management Office, Recruit Career Co., Ltd.
Corporate Management Office, Recruit Jobs Co., Ltd.
Head of Jobs Research Center

Oct.

2017

Concurrent position at Senior Assessment Services, Next
Generation Business Development Office, Recruit Co.,
Ltd.

Jun.

2020

Outside Director of The Yamaguchi Bank, Ltd. (current
position)

Apr.

2021

Recruit Co., Ltd.
HR Headquarters, Division Management Headquarters
Head of Jobs Research Center (current position)
Mid-Career Recruiting Division, HR Headquarters,
Division Management Headquarters
Social Solutions Design Department (current position)
Product Management Headquarters
Product Management Office
HR Product Management Office
Mid-Career Recruiting Product Management Unit
AP Product Management Group
Senior Assessment Team (current position)
Senior Analyst of HR Public Relations Office, Public
Relations Office, Policy Planning Office (current
position)
Research Office, Policy Planning Office (current
position)
Public Relations Office (current position)
Jun.
2022
Outside Director of the Company (current position)[Important Concurrent Positions]
Head of Jobs Research Center, Recruit Co., Ltd.
Outside Director of The Yamaguchi Bank, Ltd.
Permanent Member of the Committee of ASSOCIATION OF JOBINFORMATION OF JAPAN
Academic committee member of “The Committee for Greater
Inclusiveness” of the Tokyo Chamber of Commerce and Industry
Reasons for Nomination as Outside Director and expected role
Kuniko Usagawa has long served in the field of human resources, being
engaged in a variety of tasks including sales, product planning, screening,and human resources, and has abundant specialized knowledge andexperience. In addition, she is engaged as a Permanent Member of theCommittee of ASSOCIATION OF JOB INFORMATION OF JAPAN, acommittee member for the Tokyo Chamber of Commerce and Industry andother committee members. The Company has nominated her as a candidate
for Outside Director because she can be expected to utilize this experience
to offer effective advice on the Company’s handling of recruitment andtraining of human resources. Although she has no experience in corporate
management other than as Outside Director, she can be expected toperform suitably the duties of Outside Director for the reasons statedabove.
Matters concerning Independence
The Company has no special relationship with The Yamaguchi Bank, Ltd.,of which Kuniko Usagawa is Director. In addition, she has been registeredas an Independent Director prescribed by the Tokyo Stock Exchange andNagoya Stock Exchange, and if she is elected, the Company will continue
to appoint her as Independent Director.

-9-

Number ofCompany
shares owned–

[Translation](Notes) 1 There is no special interest between the candidates and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2023. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the General Meeting of Shareholders (see Page 15 of the items subject tomeasures for electronic provision). If each candidate is reelected, he or she will be included
as insured person in the policy.
3 Kei Sato and Kuniko Usagawa are candidates for Outside Director.
4 The Company has entered into an agreement with Kei Sato and Kuniko Usagawa to limit
their liability for damages as prescribed in Article 423, Paragraph 1 of the Companies Act
pursuant to Article 427, Paragraph 1 of the same law. The limited amount of liabilities fordamages under the Agreement was set as the higher of either two (2) million yen or theminimum amount stipulated by the provision of Article 425, Paragraph 1 of the Companies
Act. Upon the approval of the reelection of Kei Sato and Kuniko Usagawa, the Company
plans to continue the said agreement with them.
5 The term of office of Kei Sato as Outside Director will be four (4) years since his
appointment at the conclusion of this Annual General Meeting of Shareholders.
6 The term of office of Kuniko Usagawa as Outside Director will be one (1) year since her
appointment at the conclusion of this Annual General Meeting of Shareholders.
7 Kuniko Usagawa’s name in her family registry is Kuniko Takahashi.

- 10 -

[Translation]

Proposal 3:

Election of one (1) Director who is an Audit and Supervisory Committee
Member

The term of office of Director who is an Audit and Supervisory Committee Member Eiji
Shibuya will expire at the conclusion of this Annual General Meeting of Shareholders.
Therefore, the Company proposes electing one (1) Director who is an Audit and Supervisory
Committee Member.
Additionally, the submission of this proposal has been approved by the Audit and Supervisory
Committee.
The candidate for Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Eiji Shibuya
66 years old(Jan. 28, 1957)

Career summary, positions and areas of responsibility in the Company
Oct. 1979

Joined Tohmatsu Awoki & Co. (currently Deloitte
Touche Tohmatsu LLC)

Mar. 1983

Registered as a certified public accountant (current
position)

May 2004
Jun. 2013

Representative Partner of Deloitte Touche Tohmatsu
Deputy Chairman of Tokai Chapter of The JapaneseInstitute of Certified Public Accountants
Council Member of The Japanese Institute of Certified
Public Accountants
Retired from Deloitte Touche Tohmatsu LLC

Jul.

2013

Jul.

2018

Aug. 2018
Jun. 2019

Number ofCompany
shares owned

Director of Eiji Shibuya CPA Office (current position)
Chairman of Gifu Prefectural Chapter in Tokai Chapterof The Japanese Institute of Certified Public
Accountants

Outside Director (Audit and supervisory committee
member) of MINO CERAMIC CO., LTD. (current
position)
Jun. 2021
Outside Director and Audit and Supervisory Committee
Member of the Company (current position)
Director (Auditor) of Sun Messe Co., Ltd. (current
Attendance at theposition)
Board of Directors
meetings
Jun. 2022
Outside auditor, MARUJUN CO., LTD. (currently J12/12 (100%)
MAX Co., Ltd.) (current position)[Important Concurrent Positions]
Attendance at the
Director of Eiji Shibuya CPA Office
Audit and Supervisory Outside Director (Audit and supervisory committee member) of MINO
Committee
CERAMIC CO., LTD.
14/14 (100%)
Director (Auditor) of Sun Messe Co., Ltd.
Outside auditor of J-MAX Co., Ltd.
Reelection
Outside Director
Independent

Reasons for Nomination as Outside Director and expected role
Eiji Shibuya has professional knowledge and abundant experience as acertified public accountant. The Company has nominated him as a
candidate for Outside Director who is an Audit and Supervisory
Committee Member, because he can be expected to provide highly
effective oversight and ensure the soundness of management, and provide
effective advice in order to strengthen the Company’s governance, fromthe perspective of finance and accounting. Although he has no experiencein corporate management other than as Outside Director or as Outside
Audit & Supervisory Board Member, he can be expected to continue toperform the duties of Outside Director who is an Audit and Supervisory
Committee Member for the reasons stated above.

- 11 -–

[Translation]

Name(Date of birth)

Career summary, positions and areas of responsibility in the Company

Number ofCompany
shares owned

Matters concerning Independence
The Company has no special relationship with MINO CERAMIC CO.,LTD., Sun Messe Co., Ltd. or J-MAX Co., Ltd., at all of which Eiji
Shibuya concurrently serves as a director, etc. In addition, he has beenregistered as an Independent Director prescribed by the Tokyo Stock
Exchange and Nagoya Stock Exchange, and if he is elected, the Company
will continue to appoint him as Independent Director.

(Notes) 1 There is no special interest between the candidate and the Company.
2 The Company has entered into a directors and officers liability insurance policy as prescribedin Article 430-3 of the Companies Act with an insurance company, and plans to renew thepolicy in June 2023. This insurance policy covers losses and such costs as related litigation
expenses borne by the insured persons resulting from corporate lawsuits, third-party lawsuits,
and shareholder lawsuits, and an overview of the details is provided in this Reference
Document for the General Meeting of Shareholders (see Page 15 of the items subject tomeasures for electronic provision). If Eiji Shibuya is reelected, he will be included as aninsured person in the policy.
3 Eiji Shibuya is a candidate for Outside Director.
4 The Company has entered into an agreement with Eiji Shibuya to limit his liability fordamages as prescribed in Article 423, Paragraph 1 of the Companies Act pursuant to Article
427, Paragraph 1 of the same law. The limited amount of liabilities for damages under the
Agreement was set as the higher of either two (2) million yen or the minimum amountstipulated by the provision of Article 425, Paragraph 1 of the Companies Act. Upon theapproval of the reelection of him, the Company plans to continue the said agreement withhim.
5 The term of office of Eiji Shibuya as Outside Director who is an Audit and Supervisory
Committee Member will be two (2) years since his appointment at the conclusion of thisAnnual General Meeting of Shareholders.

- 12 -

[Translation](Reference)

Composition of Directors after the proposals are approved (Management structure from
June 20, 2023 onward)
Skills the Company particularly expects of Directors
Corporate
management /Management
strategies

Name

Positions

Masahisa
Shimizu

Board Director andSupreme Advisor

Male

●

Atsunori
TakebePresident

Male●

Yasuhiro
Jinno

Board Director andExecutive Officer

Male

●

Ryo
Board Director andKambayashi Executive Officer

Male

●

Attribute

GenderKei Sato

Outside Director

OutsideIndependent

Male

KunikoUsagawa

Outside Director

OutsideIndependent

FemaleOutsideIndependent

Male

OutsideIndependent

Male

OutsideIndependent

Male

Outside Director and
Audit and
Eiji Shibuya
Supervisory
Committee Member
Outside Director andKazuo
Audit andKawamura Supervisory
Committee Member
Outside Director andMasayuki
Audit and
NakanoSupervisory
Committee Member

Name

ICT / DX

Human resources/
Human resources
development●●●

Skills the Company particularly expects of Directors
Legal affairs /Finance /ESG /Regulatory
Accounting
Sustainability
complianceNomination
Committee

Compensation
Committee●●●(Chairperson)●(Chairperson)●●

Masahisa
Shimizu
Atsunori Takebe
Yasuhiro Jinno
Ryo
Kambayashi
Kei Sato●

KunikoUsagawa
Eiji Shibuya
Kazuo
Kawamura
MasayukiNakano●●●- 13 -

[Translation]

Appointment Policy and Procedures for Candidates for Director
Appointment Policy for Candidates for Director
The Company believes that the Board of Directors should be composed of various Directors withdifferent backgrounds such as expertise and experience, and maintain an appropriate number of members
so that the functions of the Board of Directors can be most effectively and efficiently exercised. The
Company has selected as candidates individuals who have excellent personality and insight and who canfulfill their duties.
○Directors who are not Audit and Supervisory Committee Members
The Company believes that it is necessary for Internal Directors to be persons with a sense of balance anddecisiveness who can grasp and act on all operations, and who have diverse expertise (business, planning,finance, global, etc.). Specifically, the President who chairs the Board of Directors and has the ultimate
responsibility for the business execution and executive officers responsible for the management andbusiness of the Company overall are appointed.
Outside Directors are appointed from independent outside experts who possess high insights on corporate
management and social/economic trends, abundant experience, diverse perspectives and expertise (soundrestraining influence).
○Directors who are Audit and Supervisory Committee Members
The Company appoints Outside Directors from outside independent experts who have abundant
experience and high insight and expertise (sound restraining influence) in their specialized fields, andselects at least one individual who has sufficient knowledge about finance and accounting.
Appointment Procedures for Candidates for Director○Directors who are not Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based a report from the Nomination Committee, the Board of Directors determines candidates for
Director.
○Directors who are Audit and Supervisory Committee Members
The Board of Directors consults with the Nomination Committee on its plan for candidates for Director,
and based on a report from the Nomination Committee and with the agreement of the Audit andSupervisory Committee Members, the Board of Directors determines candidates for Director.
The criteria for judging independence determined by the Company are described in the “Corporate
Governance Report.”- 14 -

[Translation]

Overview of Details of the Directors and Officers Liability Insurance Policy
The Company has entered a directors and officers liability insurance policy as prescribed in Article 430-3of the Companies Act with an insurance company, under which all of the Directors, Audit andSupervisory Committee Members, Executive Officers, and managers of the Company and all of its
subsidiaries are the insureds.
An overview of the policy details is as follows:• This policy covers losses and such costs as related litigation expenses borne by insured persons
resulting from company lawsuits, third-party lawsuits, and shareholder lawsuits, etc.
• As a measure to prevent impairment of the appropriateness of execution of the insureds’ duties, thepolicy has exemptions regarding damages, etc. caused by criminal action by the insureds.
• The entire amount of the premiums of the policy is borne by the Company.

- 15 -