Translation: Please note that the following purports to be an accurately translated
excerpt of the original Japanese version prepared for the convenience of investors
outside Japan. However, in the case of any discrepancy between the translation and
the Japanese original, the latter shall prevail.
Stock Exchange Code: 3105
March 8, 2022

Dear Shareholders:Nisshinbo Holdings Inc.

2-31-11, Nihonbashi Ningyo-cho, Chuo-ku, Tokyo

Masahiro Murakami
President and Director

Notice of Convocation of
The 179th Ordinary General Meeting of Shareholders
You are cordially invited to the 179th Ordinary General Meeting of Shareholders of
Nisshinbo Holdings Inc. (the “Company”).
From the viewpoint of preventing the spread of the COVID-19, the Company requests toexercise your voting rights through either of the methods stated below as much as possible,
and to refrain from attending the General Meeting of Shareholders on the day of the meeting.
If you intend to exercise your voting rights in advance, the Company respectfully
requests you to study the “Reference Document Concerning the General Meeting of
Shareholders” below and exercise your voting rights on or before 5:00 p.m. (JST)March 29, 2022 (Tuesday):[In case of exercising voting rights by mail]Please indicate on the Voting Rights Exercise Form enclosed herewith your approval ordisapproval to the items on the agenda, and return the form to be received by the Company bymail on or before the time limit stated above.
[In case of exercising voting rights via the Internet]
Please log in and indicate whether you approve or disapprove the items on the agenda on or
before the time limit stated above upon making reference to “Information for exercising voting
rights by the Internet” (though available for Japanese resident shareholders only).

PARTICULARS
1.

Date and Time of the Meeting:
Wednesday, March 30, 2022 at 10:00 a.m. (Reception starts at 9:00 a.m.)

2.

Place of the Meeting:
Ariake Room, 2nd Floor, Royal Park Hotel
2-1-1 Nihonbashi Kakigara-cho, Chuo-ku, Tokyo, Japan1

3.

Matters to be dealt with at the Meeting:
Matters to be Reported:
1. Report on the Business Report, the Consolidated Financial Statements for the179th Fiscal Year (from January 1, 2021 to December 31, 2021) and the Resultson the Audits of Consolidated Financial Statements by the Accounting Auditor
and the Audit & Supervisory Board.
2. Report on the Non-Consolidated Financial Statements for the 179th Fiscal Year
(January 1, 2021 to December 31, 2021).
Matters to be Resolved:
First Item of Business:

Partial Amendments to the Articles ofIncorporation

Second Item of Business: Election of Twelve (12) Directors
Third Item of Business:
4.

Election of One (1) Substitute Audit &Supervisory Board Member

Matters related to Exercise of Voting Rights:
(1)
(2)
(3)

5.

In the event that a shareholder exercises voting rights both by return mail (Voting
Rights Exercise Form) and via the Internet, the Company will consider the
exercise of voting rights via the Internet to be valid.
In the event that a shareholder exercises voting rights via the Internet more thanonce, the Company will consider the last exercise of voting rights to be valid.
In the event that a shareholder exercises voting rights through an agent, the agent
shall be a shareholder having a voting right. Furthermore, a document verifying
the power of attorney shall be submitted to the Company.
Matters related to document attached to the Notice of Convocation andReference Document Concerning the General Meeting of Shareholders

(1)

(2)

Among documents to be attached to the Notice of Convocation, following matters
are made available on the Company’s website pursuant to the relevant laws andregulations, and the Articles of Incorporation of the Company, but are not statedin the documents attached to the Notice of Convocation.
(ⅰ)
Status of Stock Acquisition Rights, Structure to Ensure
Appropriate Business Operations and Operating Status of Said
Structure, and Basic Policy Regarding Control of the Company fromthe Business Report(ⅱ)
Consolidated Statements of Changes in Net Assets and Notes toConsolidated Financial Statements from the Consolidated Financial
Statements(iii)
Non-Consolidated Statement of Changes in Net Assets and Notes to
Non-Consolidated Financial Statements from the Non-Consolidated
Financial Statements
If there is any amendment to the contents of the Reference Document Concerning
the General Meeting of Shareholders, the Business Report, the Consolidated
Financial Statements, the Non-Consolidated Financial Statements, the Company
will announce such amendment on the Company’s website (only available inJapanese).
The Company’s website: https://www.nisshinbo.co.jp/ir/stock/meeting.html
2

[To Institutional Investors]
You may use the "electronic proxy-voting platform" for electromagnetic voting for the
General Shareholders Meeting of the Company.

3

Reference Document Concerning the General Meeting of Shareholders
First Item of Business: Partial Amendments to the Articles of Incorporation
1. Reasons for the amendments
The revised provisions stipulated in the proviso to Article 1 of the Supplementary
Provisions of the “Act Partially Amending the Companies Act” (Act No. 70 of 2019) are due
to come into effect on September 1, 2022. Accordingly, to prepare for the introduction of asystem for providing reference documents, etc. for the General Meeting of Shareholders inelectronic format, the Company will change its Articles of Incorporation, as described below.
(1) Amended Article 14, Paragraph 1 stipulates that the Company shall provide informationthat is the contents of reference documents, etc. for the General Meeting of Shareholders
in electronic format.
(2) Amended Article 14, Paragraph 2 establishes provisions limiting the scope of items
included in documents issued to shareholders who request printed documents.
(3) Existing provisions on Internet disclosure and deemed provision of reference documents,
etc. for General Meetings of Shareholders provided to shareholders (Article 14 of thecurrent Articles of Incorporation) will cease to apply and will be duly deleted.
(4) Additional provisions will be established regarding effective dates and other matters inaccordance with the new and deleted provisions.
2. Content of the amendments
The content of the amendments is as follows:(Amended parts are underlined)
Current(Online Disclosure of Reference Documentation
for General Meetings of Shareholders, etc., andDeemed Provision of Information)
Article 14
It will be deemed that the Company has
provided the shareholders with the necessary
information with respect to the matters to bestated or indicated in reference documents for
General Meetings of Shareholders, business
reports, financial statements, and consolidated
financial statements by disclosing that
information online in accordance with an
ordinance of the Ministry of Justice.

Proposed amendment[Deleted][Newly Established](Measures, etc. for the Provision of Information
in Electronic Format)
Article 14
On convening a General Meeting of
Shareholders, the Company shall provide
information that is the contents of reference
documents, etc. for the General Meeting of
Shareholders in electronic format.
2.Among the contents provided in an electronic
format, the Company may exclude all or part ofmatters prescribed by the ministerial ordinancesof the Ministry of Justice from the document
4

(Amended parts are underlined)
Current

Proposed amendmentthat will be issued to shareholders whorequested the issuance of such a document by
the record date for voting rights.
SUPPLEMENTARY PROVISIONS[Newly Established]

1.The deletion of the current pre-revision Article
14 of the Articles of Incorporation (Online
Disclosure of Reference Documentation for
General Meetings of Shareholders, etc., andDeemed Provision of Information) and theestablishment of the amended Article 14(Measures, etc. for the Provision of Information
in Electronic Format) shall take effect from
September 1, 2022.
2.Notwithstanding the provisions of thepreceding paragraph, the current pre-revision
Article 14 of the Articles of Incorporation(OnlineDisclosureofReference
Documentation for General Meetings ofShareholders, etc., and Deemed Provision ofInformation) shall remain effective regarding
any General Meeting of Shareholders held on adate until the last day of February 2023.
3.These Supplementary Provisions shall bedeleted on March 1, 2023 or after three months
have passed from the date of the General
Meeting of Shareholders in the preceding
paragraph, whichever is later.

5

Second Item of Business: Election of Twelve (12) Directors
The term of office of all of the Twelve (12) Directors will expire at the conclusion of this
General Meeting.
Accordingly, the Company would like to propose the election of Twelve (12) Directors(including Five (5) Outside Directors).
The candidates are as follows:
No.

1
2
3
4
5
6
7

8

9

10

11

12

Name
Masaya Kawata

Attribute ofCandidate of Director
Re-Nominated(Male)
Masahiro Murakami

Kazunori Baba

Re-Nominated(Male)(Male)
Shuji Tsukatani

Re-Nominated(Male)
Keiji Taga
(Male)
Shinobu Fujino(Female)Hiroaki Yagi
(Male)
Hiroyuki Chuma

Independent Director

Director and Senior Executive Managing Officer

100.0%(All 13 meetings *)Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director-

Director and Executive Managing Officer
Chief of Corporate Strategy Center

100.0%(All 16 meetings)

Director and Managing Officer

100.0%(All 16 meetings)

Re-NominatedYasuji Ishii(Female)100.0%(All 16 meetings)

Executive Managing Officer(Male)

Naoko Tani

President and Representative Director

Newly NominatedSatoru Taji

(Male)

100.0%(All 16 meetings)

Re-Nominated(Male)

Attendance at theBoard of Directors’
meetings

Chairman and Representative Director
Re-Nominated(Male)
Takeshi Koarai

Current Positions and Responsibilities at theCompany

Director and Managing Officer
100.0%
Senior Manager of Finance, Accounting & IT
(All 16 meetings)
Service Department of Corporate Strategy Center
93.8%(15 out of 16
Director
meetings)
87.5%(14 out of 16
Director
meetings)
Director

100.0%(All 16 meetings)

Director

100.0%(All 16 meetings)

Director

100.0%(All 13 meetings *)Director designated as Independent Officer and filed with the stock exchange* After assumption of office as a Director in March 2021

6

Re-Nominated1

Masaya Kawata (Male) (Date of birth: April 20, 1952 Age: 69)
 Number of Years on
Board of Directors
14 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
140,747 shares

Brief personal profile, title and responsibilities
April 1975

Joined the Company

June 2006

Managing Officer and General Manager of Human Resources Division of theCompany

April 2007

Deputy General Manager of Accounting and Finance Division of the Company(served concurrently)

June 2007

Director of the Company

April 2008

Deputy Chief of Business Support Center of the Company

April 2009

President and Representative Director of Nisshinbo Brake Inc.

June 2010

Director and Executive Managing Officer of the Company

June 2011

Deputy Chief of Corporate Strategy Center and General Manager of Business
Development Division of the Company (served concurrently)
President and Representative Director of Nisshinbo Chemical Inc.

June 2012

Director and Senior Executive Managing Officer of the Company
President and Representative Director of Nisshinbo Mechatronics Inc.

June 2013

President and Representative Director of the Company

March 2019

Chairman and Representative Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
Outside Director of Meiji Holdings Co., Ltd.; Outside Director of Central Glass Co., Ltd.



Reason for election of candidate for Director and outline of expected role
After his assumption of office as a Director of the Company in June 2007, Mr. Masaya Kawata served
as President and Representative Director of three consolidated subsidiaries. He managed the Company
and the Group as President and Representative Director from June 2013 to March 2019, and serves as
Chairman and Representative Director of the Company at present. The Company has judged that hewould be fully able to perform his duties as Director in light of his substantial management experienceand performance, and high expertise. Accordingly, he has been proposed as a candidate.

7

Re-Nominated2

Masahiro Murakami (Male) (Date of birth: September 7, 1958 Age: 63) Number of Years on
Board of Directors
11 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held64,230 shares

Brief personal profile, title and responsibilities
April 1982

Joined the Company

April 2008

Managing Officer, Senior Manager of Corporate Governance Department ofCorporate Strategy Center, Senior Manager of Human Resources & Administration
Service Department of Business Support Center (served concurrently) and General
Manager of Property Management Department of the Company (served
concurrently)

April 2009

Deputy Chief of Business Support Center (served concurrently), Senior Manager ofCorporate Strategy Department of Corporate Strategy Center (served concurrently)
and Senior Manager of Finance, Accounting & IT Service Department of BusinessSupport Center of the Company (served concurrently)

June 2010

Director and Chief of Business Support Center of the Company (served
concurrently)

January 2012

Responsible for Property Management Department of the Company

June 2012

Director, Executive Managing Officer and Deputy Chief of Corporate Strategy
Center of the Company (served concurrently)

June 2014

Chief of Corporate Strategy Center of the Company (served concurrently)

June 2015

Director and Senior Executive Managing Officer of the Company

June 2016

Representative Director and Senior Executive Managing Officer of the Company

June 2018

Vice President and Representative Director of the Company

March 2019

President and Representative Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Director and outline of expected role
After his assumption of office as a Director of the Company in June 2010, Mr. Masahiro Murakami
held key senior positions as Chief of Business Support Center, Chief of Corporate Strategy Center, etc.
Since March 2019, he has served as President and Representative Director of the Company andmanaged the Company and the Group. The Company has judged that he would be fully able toperform his duties as Director in light of his substantial perception and performance, and highexpertise regarding business of the Group. Accordingly, he has been proposed as a candidate.

8

Re-Nominated3

Takeshi Koarai (Male) (Date of birth: April 5, 1959 Age:62) Number of Years on
Board of Directors
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 13 meetings*after assumption of
office as a Director in
March 2021)
 Number ofCompany’s shares
held4,278 shares

Brief personal profile, title and responsibilities
April 1982

Joined Japan Radio Co., Ltd.

April 2010

General Manager of Technical Development Department of Research andDevelopment Headquarters of Japan Radio Co., Ltd.

April 2011

Director of Laboratory of Research and Development Headquarters of Japan Radio
Co., Ltd.

April 2012

Executive Officer and General Manager of Research and Development Headquartersof Japan Radio Co., Ltd.

June 2012

Executive Officer and Director of Laboratory of Japan Radio Co., Ltd.

April 2017

Executive Officer and Deputy General Manager of Technical Headquarters of Japan
Radio Co., Ltd.

June 2017

Director, Executive Officer, General Manager of Technical Headquarters, andExecutive of Research and Development of Japan Radio Co., Ltd.

April 2019

Director, Executive Officer, General Manager of Technical Development
Headquarters, and Executive of Business Creation of Japan Radio Co., Ltd.

March 2020

President and Representative Director of Japan Radio Co., Ltd. (to the present)

March 2021

Director and Senior Executive Managing Officer of the Company (served
concurrently, to the present)

Significant concurrent positions at companies other than the Company
President and Representative Director of Japan Radio Co., Ltd.



Reason for election of candidate for Director and outline of expected role
Since June 2017, Mr. Takeshi Koarai has served as Director of Japan Radio Co., Ltd., which is a
consolidated subsidiary of the Company. Since March 2020, he has also served as President andRepresentative Director of Japan Radio Co., Ltd. and assumed office as a Director of the Company inMarch 2021. The Company has judged that he would be fully able to perform his duties as Director inlight of his management experience and performance in the wireless and communication business, andsubstantial perception and high expertise regarding technology, research and development.
Accordingly, he has been proposed as a candidate.

9

Newly Nominated4

Satoru Taji (Male) (Date of birth: December 12, 1957 Age:64)








 Number of Years on
Board of Directors
 Attendance at theBoard of Directors’
meetings
 Number ofCompany’s shares
held
1,080 shares

Brief personal profile, title and responsibilities
April 1981

Joined Ricoh Company, Ltd.

April 2008

General Manager, Imaging System LSI Development Center of Ricoh Company,
Ltd.

April 2014

Corporate Associate Advisory Officer and Deputy General Manager, Electronic
Devices Division of Ricoh Company, Ltd.

October 2014

Director of Ricoh Electronic Devices Co., Ltd.

April 2015

Group Executive Officer of Ricoh Company, Ltd.
Representative Director, President of Ricoh Electronic Devices Co., Ltd.

June 2018

Director of New Japan Radio Co., Ltd.

March 2021

Executive Officer of the Company

January 2022

Executive Managing Officer of the Company (to the present)
Representative Director, President of Nisshinbo Micro Devices Inc. (served
concurrently, to the present)

Significant concurrent positions at companies other than the Company
Representative Director, President of Nisshinbo Micro Devices Inc.



Reason for election of candidate for Director and outline of expected role
Mr. Satoru Taji served as Representative Director, President of Ricoh Electronic Devices Co., Ltd.,
from April 2015 and assumed the office of Representative Director, President of Nisshinbo Micro
Devices Inc., which is the new company established through the merger of New Japan Radio Co., Ltd.,and Ricoh Electronic Devices Co., Ltd., in January 2022. He also assumed the office of Executive
Officer of the Company in March 2021 and became Executive Managing Officer of the Company inJanuary 2022. The Company has judged that he would be fully able to perform his duties as Director inlight of his management experience and performance in the Microdevices business, and high expertise
regarding technology, research and development. Accordingly, he has been proposed as a candidate.

10

Re-Nominated5

Kazunori Baba (Male) (Date of birth: September 1, 1959 Age:62) Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
21,315 shares

Brief personal profile, title and responsibilities
April 1983

Joined the Company

April 2009Managing Officer, Senior Manager of Corporate Governance Department ofCorporate Strategy Center and Senior Manager of Human Resources &Administration Service Department of Business Support Center of the Company(served concurrently)

June 2013

Deputy Chief of Business Support Center of the Company

June 2014

Director and Managing Officer of the Company
President and Representative Director of Nisshinbo Textile Inc.

June 2016

Executive Managing Officer of the Company

March 2019

Director and Executive Managing Officer (to the present), and Chief of Corporate
Strategy Center of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Director and outline of expected role
After his assumption of office as President and Representative Director of Nisshinbo Textile Inc.,
which is a consolidated subsidiary of the Company, from June 2014 to March 2019, Mr. Kazunori
Baba has served as Director of the Company since March 2019. He also serves as Chief of Corporate
Strategy Center, which is responsible for management strategy and ESG related divisions, at present.
The Company has judged that he would be fully able to perform his duties as Director in light of his
substantial management experience and performance, and high expertise. Accordingly, he has been
proposed as a candidate.

11

Re-Nominated6

Yasuji Ishii (Male) (Date of birth: December 25, 1964 Age:57) Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
13,590 shares

Brief personal profile, title and responsibilities
April 1988

Joined the Company

April 2011

Managing Officer and General Manager of Production of Friction Materials Divisionof Nisshinbo Brake Inc.

April 2013

Executive Managing Officer, Senior Manager of Strategy Office (served
concurrently) and, General Manager of Product Division (served concurrently) andEngineering Division of Nisshinbo Brake Inc. (served concurrently)

June 2013

Director and Executive Managing Officer of Nisshinbo Brake Inc.

January 2015

Director, Executive Managing Officer and Senior Manager of Brake R&D Divisionof Nisshinbo Brake Inc.

April 2015

Vice President and Director of Nisshinbo Brake Inc.

June 2015

Managing Officer of the Company

June 2017

President and Representative Director of Nisshinbo Brake Inc. (to the present)

March 2019

Director and Managing Officer of the Company (served concurrently, to the present)

Significant concurrent positions at companies other than the Company
President and Representative Director of Nisshinbo Brake Inc.



Reason for election of candidate for Director and outline of expected role
Since June 2017, Mr. Yasuji Ishii has served as President and Representative Director of Nisshinbo
Brake Inc., which is a consolidated subsidiary of the Company. Since March 2019, he also has served
as Director of the Company. The Company has judged that he would be fully able to perform his duties
as Director in light of his management experience and performance in the brakes business, andsubstantial perception and high expertise in production and technology. Accordingly, he has been
proposed as a candidate.

12

Re-Nominated7

Shuji Tsukatani (Male) (Date of birth: September 6, 1962 Age:59) Number of Years on
Board of Directors
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100%(All 16 meetings)
 Number ofCompany’s shares
held
14,790 shares

Brief personal profile, title and responsibilities
April 1986

Joined the Company

January 2014

Senior Manager of Finance and Accounting Group of Finance, Accounting & IT
Service Department of Business Support Center of the Company

June 2015

Senior Manager of Finance, Accounting & IT Service Department of BusinessSupport Center of the Company

April 2018

Managing Officer and Senior Manager of Finance, Accounting & IT Service
Department of Business Support Center of the Company

March 2020

Director and Managing Officer of the Company (to the present)

April 2020

Senior Manager of Finance, Accounting & IT Service Department of Corporate
Strategy Center of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Director and outline of expected role
Since June 2015, Mr. Shuji Tsukatani has served as Senior Manager of Finance, Accounting & IT
Service Department. Since March 2020, he also has served as Director of the Company. The Company
has judged that he would be fully able to perform his duties as Director in light of his management
experience, substantial perception and business experience, and high expertise for finance andaccounting. Accordingly, he has been proposed as a candidate.

13

Re-Nominated8

Keiji Taga (Male) (Date of birth: July 25, 1950 Age:71)

Outside Director
Independent Director Number of Years on
Board of Directors
3 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
93.8%(15 out of 16
meetings)
 Number ofCompany’s sharesheld
0 shares

Brief personal profile, title and responsibilities
April 1973

Joined Japan Development Bank (currently Development Bank of Japan Inc.)

October 1999

General Manager of Urban Development Department of Development Bank of Japan
Inc.

June 2002

General Manager of General Affairs Department of Development Bank of Japan Inc.

June 2004

Executive Director of Development Bank of Japan Inc.

October 2008

Director and Executive Managing Officer of Development Bank of Japan Inc.

June 2009

Vice President and Representative Director of Tokyo Ryutsu Center Inc.
President and Representative Director of TRC Service Co., Ltd.

June 2013

President and Representative Director of Tokyo Ryutsu Center Inc.
Director of TRC Service Co., Ltd.

June 2017

Chairman and Director of DBJ Asset Management Co., Ltd.

June 2018

Adviser of DBJ Asset Management Co., Ltd.

March 2019

Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
Outside Director of Seiko PMC CorporationReason for election of candidate for Director and outline of expected role
Mr. Keiji Taga has engaged in corporate management as a director of Development Bank of Japan Inc.
and president and representative director of Tokyo Ryutsu Center Inc. The Company has appointed
him as a candidate for Outside Director in the expectation that he would be able to utilize his
substantial work experience and management experience of government-affiliated financial
institutions, and management performance and high expertise of business companies in the supervisionof the management of the Group from an independent standpoint.

14

Re-Nominated9

Shinobu Fujino (Female) (Date of birth: July 13, 1957 Age:64)

Outside Director
Independent Director Number of Years on
Board of Directors
6 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
87.5%(14 out of 16
meetings)

Brief personal profile, title and responsibilities
April 1987

Joined Ryoka Systems Inc.

June 2003

Opened a counseling business office (to the present)

June 2015

Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Director and outline of expected role
Ms. Shinobu Fujino, as a career counselor, has professional knowledge and experience about humanresources, organization development and the promotion of diversity. The Company has appointed her
as a candidate for Outside Director in the expectation that she would be able to utilize her substantial
knowledge and experience in the supervision of the management of the Group from an independent
standpoint.

 Number ofCompany’s sharesheld
0 shares15

Re-Nominated10

Hiroaki Yagi (Male) (Date of birth: June 9, 1956 Age:65)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1981

Appointed as Public Prosecutor

January 2007

Special Investigation Director of Tokyo District Court Public Prosecutors Office

December 2015 Chief Prosecutor of Tokyo District Court Public Prosecutors Office
September 2016 Deputy Prosecutor-General of Supreme Public Prosecutors Office Number of Years on
Board of Directors
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s sharesheld
0 shares

July 2018

Superintending Prosecutor of Tokyo High Public Prosecutors Office

March 2019

Registered as attorney-at-law (to the present)

June 2019

President of Japan International Training Cooperation Organization (JITCO)(currently Japan International Trainee & Skilled Worker Cooperation Organization)(to the present)

March 2020

Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
President of Japan International Trainee & Skilled Worker Cooperation Organization (JITCO)

Reason for election of candidate for Director and outline of expected role
Mr. Hiroaki Yagi held important positions of Tokyo High Public Prosecutors Office etc. as publicprosecutor. After retirement, he serves as attorney-at-law and also as president of Japan International
Trainee & Skilled Worker Cooperation Organization. The Company has appointed him as a candidate
for Outside Director in the expectation that he would be able to utilize his professional knowledge
about laws, and substantial experience and high expertise of the legal profession in the supervision of
the management of the Group from an independent standpoint.

16

Re-Nominated11

Hiroyuki Chuma (Male) (Date of birth: April 3, 1951 Age:70)

Outside Director
Independent Director Number of Years on
Board of Directors
2 years(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s sharesheld
0 shares

Brief personal profile, title and responsibilities
August 1984

Assistant Professor of Department of Economics, Southern Illinois University
Carbondale

July 1985

Associate Professor of Faculty of Economics, Tokyo Metropolitan University

April 1992

Associate Professor of Graduate School of Economics/Faculty of Economics,
Hitotsubashi University

April 1993

Professor of Graduate School of Economics/Faculty of Economics, Hitotsubashi
University

April 1999

Professor of Institute of Innovation Research, Hitotsubashi University

January 2000

Visiting Professor of Department of Economics, Yale University

April 2000

Faculty Fellow, Research Institute of Economy, Trade and Industry (RIETI)

April 2004

Director of Research, National Institute of Science and Technology Policy (NISTEP)

April 2012

Professor of Graduate School of Commerce & Management/Faculty of Commerce &Management, and Institute of Innovation Research, Hitotsubashi University

April 2014

Professor of Faculty of Social Innovation/Graduate School of Innovation and Social
Studies, Seijo University (to the present)

April 2015
April 2015

Professor Emeritus of Hitotsubashi University
Faculty Fellow, RIETIMarch 2020

Outside Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Director and outline of expected roleDr. Hiroyuki Chuma had been engaged in research and education at Hitotsubashi University, RIETI,
etc., and serves as a professor of Faculty of Social Innovation/Graduate School of Innovation andSocial Studies, Seijo University at present. The Company has appointed him as a candidate for Outside
Director in the expectation that he would be able to utilize his professional knowledge about industrial
economics and technology management, and substantial perception and high expertise regarding
business innovation in the supervision of the management of the Group from an independent
standpoint.

17

Re-Nominated12

Naoko Tani (Female) (Date of birth: January 4, 1955 Age:67)

Outside Director
Independent Director

Brief personal profile, title and responsibilities
April 1978

Joined Suntory Limited

June 1980

Joined Marcom International Inc.

September 1985 Joined SEMI Japan
April 2001

Joined Semiconductor Portal, Inc.
Director of Semiconductor Portal, Inc.

November 2002 Representative Director of Semiconductor Portal, Inc.
 Number of Years on
Board of Directors
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 13 meetings*after assumption of
office as a Director in
March 2021)
 Number ofCompany’s sharesheld
0 shares

June 2007

President and Representative Director of Semiconductor Portal, Inc. (to the present)

March 2021

Director of the Company (to the present)

Significant concurrent positions at companies other than the Company
President and Representative Director of Semiconductor Portal, Inc.



Reason for election of candidate for Director and outline of expected role
Ms. Naoko Tani had been engaged in marketing and technical research, and planning and managementof academic societies and exhibitions of the semiconductor industry for a long time, and serves as
President and Representative Director of Semiconductor Portal, Inc. The Company has appointed her
as a candidate for Outside Director in the expectation that she would be able to utilize her management
experience of Semiconductor Portal, Inc., and professional knowledge and high expertise regarding thesemiconductor industry in the supervision of the management of the Group from an independent
standpoint.

(Notes)1.
There is no special interest between each of the candidates and the Company.
2.
Mr. Keiji Taga, Ms. Shinobu Fujino, Mr. Hiroaki Yagi, Mr. Hiroyuki Chuma and Ms. Naoko Tani are candidates
for Outside Directors.
3.
Mr. Keiji Taga, Ms. Shinobu Fujino, Mr. Hiroaki Yagi, Mr. Hiroyuki Chuma and Ms. Naoko Tani have been
designated as Independent Officers provided for by Tokyo Stock Exchange on which the Company’s sharesare listed and have been filed with the stock exchange. In the event that their re-election is approved, each of
the candidates will continue to act as Independent Officer.
4.
The term of office of candidates for Outside Directors and other related information are as follows:(1)
The term of office of Mr. Keiji Taga as Outside Director of the Company will have been three years at
the conclusion of this General Meeting.
(2)
The term of office of Ms. Shinobu Fujino as Outside Director of the Company will have been six years
and nine months at the conclusion of this General Meeting. Furthermore, her name on the Family
Registration is Ms. Shinobu Kato but her name on business is Ms. Shinobu Fujino.
(3)
The term of office of Mr. Hiroaki Yagi as Outside Director of the Company will have been two years
at the conclusion of this General Meeting.
(4)
The term of office of Mr. Hiroyuki Chuma as Outside Director of the Company will have been two
years at the conclusion of this General Meeting.
(5)
The term of office of Ms. Naoko Tani will have been 1 year at the conclusion of this General Meeting.
5.
The Company has entered into a liability limiting agreement with Mr. Keiji Taga, Ms. Shinobu Fujino, Mr.
Hiroaki Yagi, Mr. Hiroyuki Chuma and Ms. Naoko Tani, under which the liability for damages set forth in
Article 423, Paragraph 1 of the Companies Act shall be limited to the prescribed 5 million yen, or the minimum
liability amount provided for in laws and regulations, whichever is higher, on the assumption that he/shedischarges his/her duties in good faith and without gross negligence. In the event that each of them is re-elected,

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6.

the agreement will be continued.
The Company has entered into a Directors and Officers Liability Insurance Contract with an insurancecompany as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which will compensate fordamages, litigation expenses, etc. attributed to management that would be borne by the insured person under
the insurance contract. In the event that the appointment of each of the candidates is approved, each of themwill be included as an insured person under the insurance contract.

(Reference) Expertise and Experience Required as Directors of the Company(Skills Matrix)
Skill
Name

Management
Experience

International
Experience/Knowledge

Business/Industry
Knowledge

ESG

Technology/Innovation

Legal
/Risk
Management

Masaya〇〇〇〇KawataMasahiro〇〇〇
Murakami
Takeshi〇〇〇
Koarai
Satoru〇〇〇Taji
Kazunori
〇
〇
〇
〇
Baba
Yasuji
〇
〇
〇
〇
Ishii
Shuji
〇
〇
〇
Tsukatani
Keiji
〇
〇
Taga
Shinobu〇〇〇
FujinoHiroaki〇〇
Yagi
Hiroyuki
〇
〇
〇
Chuma
Naoko
〇
〇
〇
Tani
※ The main skills of each director are shown up to a maximum of four. Not all skills are shown.

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Finance/Accounting

〇

〇
〇

〇

Third Item of Business: Election of One (1) Substitute Audit & Supervisory Board
MemberIn preparation for a case in which the number in the office of Audit & Supervisory Board
Members becomes less than the minimum number provided for in laws and regulations, wewould like to ask shareholders to elect One (1) Substitute Audit & Supervisory Board
Member in advance.
The Board of Audit & Supervisory Board Members has consented to this Item of Business.
The candidate for Substitute Audit & Supervisory Board Member is as follows:
Outside Auditor

Fumihiro Nagaya (Male) (Date of birth: November 27, 1965 Age: 56)
 Number ofCompany’s sharesheld
0 shares

Independent Auditor

Brief personal profile, title and responsibilities
April 1991

Assistant Judge

April 2000

Public Prosecutor

March 2003

Justice of Court

April 2004

Researcher in the Supreme Court

June 2009

Registered as an attorney-at-law (to the present)

Significant concurrent positions at companies other than the Company
None

Reason for election of candidate for Auditor and outline of expected role
Mr. Fumihiro Nagaya has work experience as a justice and attorney-at-law and professional
knowledge about legal affairs. The Company has appointed him as a candidate for Substitute Outside
Audit & Supervisory Board Member in the expectation that he would be able to utilize his significant
expert knowledge, substantial experience and expertise in the supervision of the management of theGroup from an independent standpoint.

(Notes)1.
There is no special interest between the candidate and the Company.
2.
Mr. Fumihiro Nagaya is a candidate for Substitute Outside Audit & Supervisory Board Member.
3.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory Board Member, theCompany is scheduled to report Independent Officers provided for by Tokyo Stock Exchange on which theCompany’s shares are listed.
4.
In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory Board Member, theCompany is scheduled to enter into a liability limiting agreement with him, under which the liability fordamages set forth in Article 423, Paragraph 1 of the Companies Act shall be limited to the prescribed 5 million
yen, or the minimum liability amount provided for in laws and regulations, whichever is higher, on theassumption that he discharges his duties in good faith and without gross negligence.
5.
The Company has entered into a Directors and Officers Liability Insurance Contract with an insurance company,as prescribed in Article 430-3, Paragraph 1 of the Companies Act, which will compensate for damages,
litigation expenses, etc. attributed to management that would be borne by the insured person under the
insurance contract. In the event that Mr. Fumihiro Nagaya assumes the office of Outside Audit & Supervisory
Board Member, he will be included as an insured person under the insurance contract.

- End -

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