Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages arisingfrom the translation.

(Stock Exchange Code 4633)
March 6, 2024
To Shareholders with Voting Rights:
Yoshiaki Ueno
Representative Director, President &CEO

SAKATA INX CORPORATION
1-23-37 Edobori, Nishi-ku, Osaka

NOTICE OF THE 146TH
ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
To all those who have been affected by the recent 2024 Noto Peninsula Earthquake, we would like to express
our deepest sympathies and pray for the restoration and reconstruction of the region as soon as possible.
We hereby announce the 146th Annual General Meeting of Shareholders of SAKATA INX CORPORATION(the “Company”). The meeting will be held for the purposes as described below.
When convening this general meeting of shareholders, the Company takes measures for providing
information that constitutes the content of reference documents for the general meeting of shareholders,etc. (items for which the measures for providing information in electronic format will be taken) inelectronic format, and posts this information on each website below. Please access either of the websites
by using the corresponding internet address shown below to review the information.
The Company’s website:
https://www.inx.co.jp/ir/investor/meeting.html (in Japanese)
Website where information materials for the general meeting of shareholders are posted:
https://d.sokai.jp/4633/teiji/ (in Japanese)
Tokyo Stock Exchange, Inc. (TSE) website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show (in Japanese)(Access the TSE website “Listed Company Search” using the above internet address, enter theCompany’s name “SAKATA INX CORPORATION” in “Issue name (company name)” or its securities
code “4633” in “Code,” and click “Search.” Then, click “Basic information” and select “Documentsfor public inspection/PR information.” Under “Filed information available for public inspection,”
review the information by selecting the button under the “Notice of General Shareholders
Meeting/Informational Materials for a General Shareholders Meeting.”)
If you will not be attending the meeting in person, you can exercise your voting rights via the Internet,
etc. or in writing (by mail). Please review the Reference Documents for the General Meeting of
Shareholders, and exercise your voting rights by 5:30 p.m. on Tuesday, March 26, 2024, Japan time.
(The Voting Rights Exercise Form and the Reference Documents are available in Japanese only.)-1-1. Date and Time:

Wednesday, March 27, 2024 at 10:00 a.m. (JST)(Registration will begin at 9:00 a.m.)

2. Place:

SAKATA INX CORPORATION Osaka Head Office
1-23-37 Edobori, Nishi-ku, Osaka

3. Meeting Agenda:
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s
146th Fiscal Year (January 1, 2023 - December 31, 2023) and results of audits
by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 146th Fiscal Year
(January 1, 2023 - December 31, 2023)
Proposals to be resolved:
Proposal 1:
Distribution of Surplus
Proposal 2:
Amendment to the Articles of Incorporation
Proposal 3:
Election of 8 Directors
Proposal 4:
Election of 1 Audit & Supervisory Board Member
4. Other matters concerning the meeting:(1) In the case where you choose to exercise your voting rights in writing (by mail), if there is no
indication of your vote for or against a proposal on the voting form, it will be treated as a vote“for” the proposal.
(2) If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last will
be recorded as the effective vote.
(3) If you exercise your voting rights both via the Internet, etc. and in writing (by mail), your exercise
of voting rights via the Internet, etc., will be treated as valid, regardless of the date of arrival.
(4) If you exercise your voting rights by proxy, you may designate one other shareholder holding
voting rights of the Company to attend the meeting. Please note, however, that it is necessary tosubmit a document proving the authority of proxy.






When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
If revisions to the items subject to measures for electronic provision arise, a notice of the revisions and the details of theitems before and after the revisions will be posted on each aforementioned website.
Paper-based documents stating items subject to measures for electronic provision have been sent to shareholders who
have requested the delivery of paper-based documents, however those documents do not include the following items inaccordance with the provisions of laws and regulations and Article 16, paragraph 2 of the Company’s Articles ofIncorporation.
(i) Notes to Consolidated Financial Statements(ii) Notes to Non-consolidated Financial Statements
For this reason, the Consolidated Financial Statements and Non-Consolidated Financial Statements stated in the
aforementioned documents constitute one part of the scope of audits by the Accounting Auditor and Audit & Supervisory
Board for preparing their respective audit reports.
Please note that souvenirs will not be provided to the attendees at the meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:
Distribution of Surplus
The Company regards the redistribution of profits to all shareholders as an important management
measure, and we will implement active and stable dividend payments and flexible share buybacks upon
comprehensively taking into account our business performance, investment plans, and businessenvironment.
Based on this policy, the Company is aiming for a total return ratio of 50% or more and a DOE (dividendon equity ratio) of 2.5% or more during the period of Mid-term Management Plan 2026 (CCC-II) andproposes a year-end dividend for this fiscal year as follows:(1) Type of dividend property:
Cash(2) Allotment of dividend property and its total amount
20 yen per share of the Company’s common stock (total dividend of 1,000,896,240 yen).
As a result, combined with the interim dividend of 15 yen per share paid on September 1, 2023,
the annual dividend will be 35 yen per share.
(3) Effective date of the distribution of dividends of surplus:
March 28, 2024

-3-

Proposal 2:

Amendment to the Articles of Incorporation

1.

Reasons for the amendment
The Company proposes to make additions to the business purposes provided in Article 3 of thecurrent Articles of Incorporation and make the necessary corresponding amendments to prepare
for future business expansion and the diversification of business activities based on the Company’s
long-term vision “SAKATA INX VISION 2030.”

2.

Details of the amendments
The details of the amendments are as follows.
(Underlined portions indicate amendments.)

Articles 1–2

Current Articles of Incorporation

Proposed amendments

Chapter I
General Provisions

Chapter I
General Provisions(Omitted)

Articles 1–2

Article 3.
(Purpose)
The purpose of the Company shall be to engage in thefollowing businesses.
1.–7.
(Omitted)(Newly established)

8. All businesses that are incidental to those mentioned in
the preceding items.

(Unchanged)

Article 3.
(Purpose)
The purpose of the Company shall be to engage in thefollowing businesses.
1.–7.
(Unchanged)
8. Acquisition, transfer, licensing, support, training andmanagement consulting of patent rights, utility modelrights, design rights, trademarks, and expertise related tothe preceding items, and services that are incidental tothe aforementioned.
9. All businesses that are incidental to those mentioned in
the preceding items.

-4-

Proposal 3:

Election of 8 Directors

At the conclusion of this meeting, the terms of office of all 8 Directors will expire. The Company
proposes the election of 8 Directors while considering diversity.
The details of the candidates for Director are as follows:

No.

1

Name

Yoshiaki Ueno

GenderReelection

Male

2

Hitoshi Nakamura

Reelection

Male

3

Toshihiko Fukunaga

Reelection

Male

4

Hiroshi Morita

Reelection

Male

5

Minoru Tateiri

Reelection

Male

6

Yoshio Sato

7

Yukiko Tsujimoto

8

Kazuko Otsuki

Reelection
OutsideIndependent
Reelection
OutsideIndependent
Reelection
OutsideIndependent

Positions, responsibilities, etc. in the Company

Representative Director, President & CEO
Director, Senior Managing Executive Officer
In charge of Business Restructuring
In charge of Business Solution Div., Sales
Administration Div., Customer RelationshipManagement Div.
Supervising SAKATA SANGYO, LIMITED and
SAKATA LABOSTATION CO., LTD.
Director, Senior Managing Executive Officer
In charge of Corporate Planning Div., Information
Systems Div., Finance & Accounting Div.
INX International Ink Co. Chairman
Director, Managing Executive Officer
In charge of Digital & Specialty Products Div.
Inkjet Global Sales Committee Chairman
Director, Senior Executive Officer
In charge of Environment & Quality Div.
General Manager, Production Management Div.

Attendanceat Board of
Directors
meetings
for thefiscal year
under
review100%(17/17)100%(17/17)100%(17/17)100%(13/13)100%(13/13)

Outside Director

92.3%(12/13)

Female Outside Director

100%(17/17)

Female Outside Director

100%(13/13)

Male

-5-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1985

Joined the Company

June 2007

General Manager, 2nd R&D Dept.,
Corporate R&D Div.

Number of theCompany’s
shares held:

October 2008 General Manager, 3rd R&D Dept., Corporate
R&D Div.
June 2014

1

Director, Commissioned as General
Manager, Corporate R&D Div.

June 2015

In charge of Purchasing Div.

Yoshiaki Ueno
(December 22, 1961)

July 2016

In charge of Purchasing Div. and Marketing& New Business Development Div.

(Male)March 2018

Executive Officer, In charge of Purchasing
Div. and Marketing & New Business
Development Div.

July 2018

In charge of Purchasing Div.

March 2019

Managing Executive Officer

March 2021

Representative Director (current position),
President & CEO (current position)

41,247January 2022 Supervising Corporate R&D
April 2023

In charge of Corporate R&D Div.

Reason for appointment as candidate for Director
Yoshiaki Ueno has held many important positions in the research and development division. In his current
position as Representative Director, President & CEO, he has led the Group with strong leadership as amanagement executive, and has played an appropriate role in promoting the Group’s sustainable growth andimprovement of corporate value over the medium to long term. The Company believes that he is qualified tocontinue making important management decisions and supervising the execution of business for the Company
based on his abundant experience and extensive knowledge and insight.

-6-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1981

Joined the Company

June 2009

General Manager, Newspaper Ink Div.

Number of theCompany’s
shares held:

January 2010 Concurrently, General Manager, Offset Ink
Div.

Hitoshi Nakamura(November 1, 1957)(Male)

June 2012

Associate Director

June 2013

Director, In charge of Offset Ink Div.,
Commissioned as General Manager,
Newspaper Ink Div.

June 2014

Director, In charge of Newspaper Ink Div.,
Commissioned as General Manager, Offset
Ink Div.

March 2016

Managing Director, In charge of Newspaper
Ink Div.

September
2016

In charge of Newspaper Ink Div. and Offset
Ink Div.

June 2017

In charge of Printing Solution Div.,
Newspaper Ink Div. and Offset Ink Div.

March 2018

Director (current position), Managing
Executive Officer

March 2019

In charge of Newspaper Ink Div., Offset Ink
Div., Printing Solution Div. and Sales
Administration Div.

2

46,972January 2020 In charge of Information Media Business, In
charge of Printing Solution Div. and Sales
Administration Div.
March 2020

Senior Managing Executive Officer (current
position)January 2021 In charge of Sales Administration Div.
(current position)
January 2022 Supervising SAKATA SANGYO, LIMITEDand SAKATA LABOSTATION CO., LTD.
(current position)
June 2022

In charge of Business Solution Div. (current
position)January 2023 In charge of Customer RelationshipManagement Div. (current position)
January 2024 In charge of Business Restructuring (current
position)
Reason for appointment as candidate for Director
Hitoshi Nakamura has held many important positions in the newspaper ink division and the offset ink division.
As an incumbent Director, Senior Managing Executive Officer, he has played an appropriate role in promoting
the Group’s sustainable growth and improvement of corporate value over the medium to long term. The
Company believes that he is qualified to continue making important management decisions and supervising theexecution of business for the Company based on his abundant experience and extensive knowledge and insight.

-7-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1983

Joined the Company

March 2008

General Manager, International Operations
Dept.

June 2014

Associate Director

July 2015

General Manager, Finance & Accounting
Div.

March 2016

Director (current position)

Number of theCompany’s
shares held:

In charge of Information Systems Div. andInternational Operations Dept. andCommissioned as General Manager, Finance& Accounting Div.

Toshihiko Fukunaga(March 26, 1961)(Male)
3

March 2017

In charge of Information Systems Div.,
Finance & Accounting Div. and International
Operations Dept.

March 2018

Executive Officer, In charge of Information
Systems Div., Finance & Accounting Div.
and International Operations Dept.

32,248October 2018 In charge of Corporate Planning Div.,
Information Systems Div. and Finance &Accounting Div.
March 2019

Senior Executive Officer, In charge ofCorporate Planning Div., Information
Systems Div., Finance & Accounting Div.
and Public & Investor Relations Div.

March 2020

In charge of Corporate Planning Div.,
Information Systems Div. and Finance &Accounting Div. (current position)

March 2021

Managing Executive Officer

January 2023 Senior Managing Executive Officer (current
position)(Significant concurrent positions)
INX International Ink Co. Chairman
Reason for appointment as candidate for Director
Toshihiko Fukunaga has served many important positions in the finance and accounting division and theinternational operations division. As an incumbent Director, Senior Managing Executive Officer, he has played
an appropriate role in promoting the Group’s sustainable growth and improvement of corporate value over the
medium to long term. The Company believes that he is qualified to continue making important management
decisions and supervising the execution of business for the Company based on his abundant experience andextensive knowledge and insight.

-8-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1984

Number of theCompany’s
shares held:

Joined the Company

June 2006

Branch Manager, Shikoku Branch Office

June 2013

General Manager, Tokyo 1st Sales &Marketing Dept., Offset Ink Div.
concurrently, General Manager, Tokyo 2nd
Sales & Marketing Dept., Offset Ink Div.

October 2015 General Manager, Offset Ink Div., General
Manager, Tokyo 1st Sales & Marketing
Dept., Offset Ink Div., concurrently, General
Manager, Tokyo 2nd Sales & Marketing
Dept., Offset Ink Div.
Hiroshi Morita(August 7, 1961)

March 2016

Associate Director, General Manager, Digital& Specialty Products Div.

July 2016

Associate Director, General Manager, Digital& Specialty Products Div.

March 2017

Director, Commissioned as General
Manager, Digital & Specialty Products Div.

(Male)
4
March 2018

Director, Executive Officer

March 2019

Senior Executive Officer

24,371January 2022 Managing Executive Officer (current
position)
April 2022

Inkjet Global Sales Committee Chairman(current position)

January 2023 In charge of Digital & Specialty Products
Div. (current position)
March 2023

Director (current position)

Reason for appointment as candidate for Director
Hiroshi Morita has held many important positions in the offset ink division and digital and specialty products
division. As an incumbent Director, Managing Executive Officer, he has played an appropriate role inpromoting the Group’s sustainable growth and improvement of corporate value over the medium to long term.
The Company believes that he is qualified to continue making important management decisions andsupervising the execution of business for the Company based on his abundant experience and extensive
knowledge and insight.

-9-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1989

Number of theCompany’s
shares held:

Joined the Company

January 1996 Assigned to International Administration
Dept., based in Chicago
January 1999 Assigned to International Operations Dept.,
based in Dunkirk
October 2005 Manager, Tokyo Engineering Group,Technical Service & Development Dept.,
Graphic Arts Div.
Minoru Tateiri(March 2, 1967)(Male)
5

March 2009

Assigned to International Operations Dept.,
based in Maoming

February
2015

General Manager, Production Management
Dept., Production Technology Div.

March 2020

Executive Officer

March 2021

General Manager, Production Technology
Div.

15,675January 2023 Senior Executive Officer (current position),
In charge of Environment & Quality Div.
(current position), General Manager,
Production Management Div. (current
position)
March 2023

Director (current position)

Reason for appointment as candidate for Director
Minoru Tateiri has held many important positions in the production technology division. As a Director, Senior
Executive Officer, he has played an appropriate role in promoting the Group’s sustainable growth andimprovement of corporate value over the medium to long term. The Company believes that he is qualified tocontinue making important management decisions and supervising the execution of business for the Company
based on his abundant experience and extensive knowledge and insight.

- 10 -

No.

Name(Date of birth)

Yoshio Sato
(August 25, 1949)

Career summary, positions, responsibilities and significant
concurrent positions
April 1973

Joined Sumitomo Life Insurance Company

July 2000

Director (Head Office), General Manager,
General Corporate Headquarters, Sumitomo
Life Insurance Company

April 2002

Managing Director, Managing Executive
Officer, Sumitomo Life Insurance Company

July 2007

Director, President & Chief Executive
Officer, Sumitomo Life Insurance Company

July 2011

Representative Director, President & CEO,
Sumitomo Life Insurance Company

April 2014

Chairman of the Board, Sumitomo Life
Insurance Company

June 2014

Outside Audit & Supervisory Board Member,
Panasonic Corporation (currently PanasonicHoldings Corporation)

June 2014

Outside Audit & Supervisory Board Member

July 2015

Chairman of the Board, CEO, Sumitomo
Life Insurance Company

June 2018

Outside Director, Rengo Co., Ltd. (current
position)

April 2021

Director, Sumitomo Life Insurance Company

July 2021

Senior Corporate Advisor, Sumitomo Life
Insurance Company (current position)

June 2022

Outside Director, Toyo Securities Co., Ltd.
(current position)

March 2023

Outside Director, the Company (current
position)(Male)

6

Number of theCompany’s
shares held:

0(Significant concurrent positions)
Senior Corporate Advisor, Sumitomo Life Insurance
Company
Outside Director, Rengo Co., Ltd.
Outside Director, Toyo Securities Co., Ltd.
Reason for appointment as candidate for Outside Director and expected roles
Yoshio Sato has engaged in management for many years, including serving as Chairman, President andRepresentative Director of Sumitomo Life Insurance Company and has acquired abundant experience andextensive insight as a manager. He has also engaged in auditing work as an Outside Audit & Supervisory Board
Member of the Company. Currently, as an Outside Director of the Company, he makes statements as necessary
in discussions of proposals at meetings of the Board of Directors and plays an appropriate role in ensuring thevalidity and appropriateness of decision-making.
The Company believes that he will be able to continue to provide opinions and suggestions that would benefit
the Company’s management and perform his management supervisory function from an independent and fairstandpoint based on his abundant experience and extensive insight.
Yoshio Sato is an incumbent Outside Director of the Company, and he will have served for 1 year at theconclusion of this meeting since taking office.

- 11 -

No.

Name(Date of birth)

Yukiko Tsujimoto(February 10, 1964)(Female)7

Career summary, positions, responsibilities and significant
concurrent positions
April 1986

Joined Procter & Gamble Far East Inc.

March 2006

Director, Procter & Gamble Japan K.K.

April 2008

Director, P&G Japan K.K.

June 2012

Resigned as Director, Procter & Gamble
Japan K.K.

July 2012

Communications Director, Public Relations
Division, Procter & Gamble Japan K.K.

April 2014

Resigned as Director, P&G Japan K.K.

June 2014

Retired from Procter & Gamble Japan K.K.

November
2014

Representative Director, shapes Co., Ltd.
(current position)

June 2020

Outside Director, DUSKIN CO., LTD.
(current position)

March 2022

Outside Director, the Company (current
position)

April 2022

Advisor to the City of Kobe (Member,
Personnel Committee in Charge of
Recruitment and Training) (current position)

Number of theCompany’s
shares held:

0(Significant concurrent positions)Representative Director, shapes Co., Ltd.
Outside Director, DUSKIN CO., LTD.
Reason for appointment as candidate for Outside Director and expected roles
In her current position as Representative Director of shapes Co., Ltd. and in past positions as Director ofProcter & Gamble Japan, Yukiko Tsujimoto has acquired abundant experience and deep insight into corporate
management. She has also accumulated extensive experience in her current position at Procter & Gamble Japan
K.K. in charge of supervising the Brand Marketing and Public Relations and External Affairs Divisions.
Currently, as an Outside Director of the Company, she makes statements as necessary in discussions ofproposals at meetings of the Board of Directors and plays an appropriate role in ensuring the validity andappropriateness of decision-making.
The Company believes that she will be able to continue to provide opinions and suggestions that would benefit
the Company’s management and perform her management supervisory function from an independent and fairstandpoint based on her abundant experience and extensive insight.
Yukiko Tsujimoto is an incumbent Outside Director of the Company, and she will have served for 2 years at theconclusion of this meeting since taking office.

- 12 -

No.

Name(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Number of theCompany’s
shares held:

October 1996 Joined Tohmatsu & Co. (current Deloitte
Touche Tohmatsu LLC)
May 2000

Registered as a certified public accountant

December
2015

Retired from Deloitte Touche Tohmatsu LLC

January 2016 Certified Public Accountant, Imaoka CPA
and Tax Accountant Office (current position)
Kazuko Otsuki(August 7, 1972)(Female)8

September
2021

Auditor, Osaka Research Institute ofIndustrial Science and Technology (current
position)

March 2023

Outside Director, the Company (current
position)

June 2023

Outside Director, Audit and Supervisory
Committee Member, ISHIHARACHEMICAL CO., LTD. (current position)

0(Significant concurrent positions)Certified Public Accountant, Imaoka CPA and Tax Accountant
OfficeOutside Director, Audit and Supervisory Committee Member,
ISHIHARA CHEMICAL CO., LTD.
Reason for appointment as candidate for Outside Director and expected roles
Although Kazuko Otsuki has never been involved in corporate management except as outside director andoutside Audit & Supervisory Board member, she previously belonged to Deloitte Touche Tohmatsu LLC andcurrently belongs to Imaoka CPA and Tax Accountant Office. She has been involved in auditing work forcompanies in a variety of industries, is well-versed in finances and accounting as a CPA, and has acquired
abundant experience and deep insight. Currently, as an Outside Director of the Company, she makes statements
as necessary in discussions of proposals at meetings of the Board of Directors and plays an appropriate role inensuring the validity and appropriateness of decision-making.
The Company believes that she will be able to continue to provide opinions and suggestions that would benefit
the Company’s management and perform her management supervisory function from an independent and fairstandpoint based on her abundant experience and extensive insight.
Kazuko Otsuki is an incumbent Outside Director of the Company, and she will have served for 1 year at theconclusion of this meeting since taking office.

Notes:

1. There are no special interests between the candidates and the Company.
2. Yoshio Sato, Yukiko Tsujimoto, and Kazuko Otsuki are candidates for Outside Director.
3. To attract competent personnel as outside directors, the Company has stipulated in its Articles of Incorporationthat it may conclude agreements to limit their liability for damages to the Company within the range of laws andregulations. The Company has signed a liability limitation agreement with Yoshio Sato, Yukiko Tsujimoto, andKazuko Otsuki, who are incumbent Outside Directors of the Company. If their reelection is approved, the Company
plans to renew said agreement with each of the candidates. The maximum amount of liability for damages under
the liability limitation agreement is the amount specified by laws and regulations.
4. Yoshio Sato, Yukiko Tsujimoto, and Kazuko Otsuki are incumbent Outside Directors of the Company and satisfy
the requirements of the independence criteria stipulated by the Tokyo Stock Exchange Inc. and the Criteria for
Independence of Outside Officers established by the Company, and the Company has submitted notification to
Tokyo Stock Exchange, Inc. that they have been designated as independent officers as provided for by the
aforementioned exchange. If their reelection is approved, they will continue to serve as independent officers asprovided for by the aforementioned exchange.
5. The Company has entered into a contract of directors and officers liability insurance with an insurance company.
This insurance contract covers damages arising from liability borne by the insured persons in the course of
execution of their duties or claims pertaining to the pursuit of such liability. However, certain exemptions exist,
including damages arising from actions taken with the recognition that such actions constitute violations of laws
and regulations, which are not covered.
If the election of each candidate is approved, the Company plans to include each of them as insured persons in theinsurance contract and renew the said contract with the same contents during their term of office. Starting fromthe next renewal, the Company plans to bear the full amount including the special provision to secureshareholder representative actions.
6. Yoshio Sato has serving in such positions as Chairman, President and Representative Director of Sumitomo Life
Insurance Company, and since stepping down as a director in July 2021, he has not been involved in the business- 13 -

execution of that company. In addition, that company holds 7.01% (ownership) of the Company’s shares, andalthough the Company has borrowings from that company, the amount is less than 1% of the Company’s
consolidated total assets and therefore immaterial. Accordingly, we believe that these have no impact on his
independence.

- 14 -

Proposal 4:

Election of 1 Audit & Supervisory Board Member

At the conclusion of this meeting, the term of Audit & Supervisory Board Member Hiroyuki Sugimoto
will expire. The Company proposes the election of 1 Audit & Supervisory Board Member.
The details of the candidate for Audit & Supervisory Board Member are as follows.
Furthermore, this proposal has received the consent of the Audit & Supervisory Board.
Name(Date of birth)*
Eri Nakada(January 20, 1973)(Female)Career summary, positions and significant concurrent positions
April 1995

Joined Tohmatsu & Co. (current Deloitte Touche
Tohmatsu LLC)

April 1998

Registered as a Certified Public Accountant

February 2016Retired from Deloitte Touche Tohmatsu LLC

March 2016

Opened the Eri Nakada CPA Office, Certified
Public Accountant (current position)

June 2018

Outside Director, SANKYO KASEICORPORATION

June 2019

Outside Director, Audit and Supervisory
Committee Member, SANKYO KASEICORPORATION (current position)

Number of theCompany’s shares
held:

0

(Significant concurrent positions)Certified Public Accountant, Eri Nakada CPA OfficeOutside Director, Audit and Supervisory Committee Member,
SANKYO KASEI CORPORATION
Reason for appointment as candidate for Outside Audit & Supervisory Board Member
Although Eri Nakada has never been involved in corporate management except as outside director and outside Audit &Supervisory Board member, she previously belonged to Deloitte Touche Tohmatsu LLC and currently has opened the Eri
Nakada CPA Office, and as a CPA, she is well-versed in finances and accounting and has acquired abundant experience anddeep insight. We believe that she will be able to utilize her abundant experience and extensive knowledge and insight in the
Company’s auditing operations.
Notes:

1. An asterisk (*) indicates a new candidate for Audit & Supervisory Board Member.
2. There are no special interests between the candidate and the Company.
3. Eri Nakada is a candidate for Outside Audit & Supervisory Board Member.
4. To attract competent personnel as outside Audit & Supervisory Board Members, the Company has stipulated in its
Articles of Incorporation that it may conclude agreements to limit their liability for damages to the Company
within the range of laws and regulations. If the election of Eri Nakada as an Outside Audit & Supervisory Board
Member candidate is approved, the Company plans to sign a limited liability agreement with her.
The maximum amount of liability for damages under the liability limitation agreement is the amount specified bylaws and regulations.
5. Furthermore, Eri Nakada satisfies the requirements of the independence criteria stipulated by the Tokyo Stock
Exchange Inc. and the Criteria for Independence of Outside Officers established by the Company. If the electionof Eri Nakada is approved, she will become an independent officer as provided for by the aforementioned exchange.
6. The Company has entered into a contract of directors and officers liability insurance with an insurance company.
This insurance contract covers damages arising from liability borne by the insured persons in the course of
execution of their duties or claims pertaining to the pursuit of such liability. However, certain exemptions exist,
including damages arising from actions taken with the recognition that such actions constitute violations of laws
and regulations, which are not covered.
If the election of the candidate is approved, the Company plans to include her as an insured person in the insurance
contract and renew the said contract with the same contents during her term of office.
Starting from the next renewal, the Company plans to bear the full amount including the special provision to secureshareholder representative actions.

- 15 -

[Reference] Skills Matrix of Directors and Audit & Supervisory Board Members
The skills matrix of Directors and Audit & Supervisory Board Members will be as follows if Proposal
3 and Proposal 4 are approved as originally proposed.
Expertise and experience
Corporate
manage- Financement
andBusiness accounting
strategy

Position

Name

Representative
Director,
President &CEOYoshiaki
Ueno●

Director,
SeniorManaging
Executive
Officer

HitoshiNakamura●

Director,
SeniorManaging
Executive
Officer

Toshihiko
Fukunaga●

Director,
Managing
Executive
Officer

HiroshiMorita●●Director,
SeniorExecutive
Officer

MinoruTateiri●●

OutsideDirector

Yoshio Sato●

OutsideDirector

YukikoTsujimoto●OutsideDirector

KazukoOtsuki●

Audit &
Supervisory
Board
MemberMasahiro
FuchinoAudit &
Supervisory
Board
MemberHaruhikoMatsuoOutside Audit& Supervisory
Board
Member

Masami
IwasakiOutside Audit& Supervisory
Eri Nakada
Board
MemberGlobal●Research,
production
Sales and
andmarketingdevelopment
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ESG

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Human
resourcesdevelopment

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Legal
affairs,
risk andcompliance

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[Reference] Criteria for Independence of Outside Officers
The Company determines that Outside Directors and Outside Audit & Supervisory Board Members(hereinafter “Outside Officers”) are independent of the Company if they do not meet any of thefollowing criteria.
1. An executive*1 of the Company or the Company’s consolidated subsidiary (collectively the“Group”) or someone who was an executive of the Group in the past ten years;
2. A party for whom the Group is a major client*2, or an executive thereof;
3. A major client of the Group*3 or an executive thereof;
4. A major shareholder*4 of the Company or an executive thereof;
5. A major lender of the Group*5 or an executive thereof.
6. A person who belongs to an audit firm that is the Accounting Auditor of the Group7. Consultants, accounting experts, or legal experts who receive a large amount of money or otherproperty*6 from the Group other than compensation for their services as directors (if the person
receiving such property is a corporation, partnership, or other organization, the person belonging
to such organization);
8. A person/organization receiving a large amount of donation*6 from the Group, or an executiveof such organization;
9. An executive of a company for which an executive of the Company serves concurrently as
outside officer of the said company;
10. Person who had met any of the criteria items 2 to 9 above in the past three years; or
11. Spouse or relative within the second degree of kinship to a person meeting any of the criteria
items 1 through 9 above, if such person is an important person*7.
*1
*2
*3
*4
*5
*6
*7

“Executive” refers to an executive director, an executive officer or an employee.
“Party for whom the Group is a major client” refers to a party whose transactions with the Company in themost recent fiscal year amount to 2% or more of the consolidated net sales of that party.
“Major client of the Group” refers to a party whose transactions with the Company in the most recent fiscal
year amount to 2% or more of the consolidated net sales of the Company.
“Major shareholder” refers to a person who holds shares that are equivalent of 10% or more of the total voting
rights at the end of the most recent fiscal year.
“Major lender” refers to a lender whose amount of money being lent exceeds 2% of the Company’s
consolidated total assets on the consolidated balance sheet at the end of the most recent fiscal year.
“Large amount” of “large amount of money or other property” and “large amount of donation” refers to an
amount received in the most recent fiscal year exceeds 10 million yen.
“Important person” refers to an “executive” that is an executive director, executive officer, or employee withexecutive authority over operations such as a general manager.

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