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, 2021

Dear Shareholders:Nisshinbo Holdings Inc.

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

Masahiro Murakami
President and Director

Notice of Convocation of
The 178th Ordinary General Meeting of Shareholders
You are cordially invited to the 178th 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 participate in the General Meeting of Shareholders on the day of themeeting.
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, 2021 (Monday):[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:
Tuesday, March 30, 2021 at 10:00 a.m. (start accepting at 9:00 a.m.)

2.

Place of the Meeting:
Ariake Room, 2nd Floor, Royal Park Hotel at 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 the 178th Fiscal Year (from January 1, 2020 to
December 31, 2020) and the Results on 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 178th
Fiscal Year (January 1, 2020 to December 31, 2020).
Matters to be Resolved:

4.

Election of Twelve (12) Directors

Second Item of Business:

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

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

5.

First Item of Business:

In the event that a shareholder exercises voting rights both via return mail(Voting Rights Exercise Form) and 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 morethan once, the Company will consider the last exercise of voting rights to bevalid.
In the event that a shareholder exercises voting rights through an agent, theagent 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)

Among documents to be attached to the Notice of Convocation, following
matters are made available on the Company’s website pursuant to the relevantlaws and regulations, and the Articles of Incorporation of the Company, but
are not stated in the documents attached to the Notice of Convocation.
(ⅰ)
Status of Stock Acquisition Rights(ⅱ)
Consolidated Statements of Changes in Net Assets(ⅲ) Notes to Consolidated Financial Statements(ⅳ) Non-Consolidated Statement of Changes in Net Assets(ⅴ)
Notes to Non-Consolidated Financial Statements(2)

If there is any amendment to the contents of the Reference Document
Concerning the General Meeting of Shareholders, the Business Report, theConsolidated Financial Statements, the Non-Consolidated Financial
Statements, the Company will announce such amendment on the Company’s
website (in only Japanese).

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: Election of Twelve (12) Directors
The term of office of all of the Eleven (11) Directors will expire at the conclusion of this
General Meeting.
Accordingly, in order to further reinforce the corporate governance system, the Company
would like to propose the election of one (1) more Outside Director, and twelve (12)Directors (including five (5) Outside Directors) are proposed to be elected.
The candidates are as follows:
No.

Name

1

Masaya Kawata

2

Masahiro Murakami

Attribute ofCandidate of Director

Current Positions and Responsibilities at theCompany

Re-NominatedAttendance at theBoard of Directors’
meetings

Chairman and Representative Director

100.0%(All 16 meetings)

President and Representative Director

100.0%(All 16 meetings)

Re-Nominated

Newly Nominated3

Takeshi Koarai

4

Ryo Ogura

Re-Nominated

Re-Nominated5

Kazunori Baba

6

Yasuji Ishii

7

Shuji Tsukatani

8

Keiji Taga

Director and Executive Managing Officer

100.0%(All 16 meetings)

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-Nominated

Re-Nominated9

Shinobu Fujino(Female)10

Hiroaki Yagi

11

Hiroyuki Chuma

12

Naoko Tani
(Female)Independent Director

Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Re-NominatedOutside Director
Independent Director
Newly NominatedOutside Director
Independent Director

Director and Managing Officer
100.0%
Senior Manager of Finance, Accounting & IT
(All 13 meetings *)Service Department of Corporate Strategy Center
93.8%(15 out of 16
Director
meetings)
Director

100.0%(All 16 meetings)

Director

100.0%(All 13 meetings *)Director

100.0%(All 13 meetings *)-Director designated as Independent Officer and filed with the stock exchange* After assumption as a Director in March 2020
4

Re-Nominated1

Masaya Kawata (Date of birth: April 20, 1952 Age: 68) Number of Years ofBoard of Director
13 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
126,927 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
None

Reason for election of candidate for Director
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 since June 2013 until 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.

5

Re-Nominated2

Masahiro Murakami (Date of birth: September 7, 1958 Age: 62) Number of Years ofBoard of Director
10 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
51,810 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
After his assumption of office as a Director of the Company in June 2010, Mr. Masahiro Murakami
held key senior positions in 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.

6

Newly Nominated3

Takeshi Koarai (Date of birth: April 5, 1959 Age:61) Number of Years ofBoard of Director
 Attendance at theBoard of Directors’
meetings
 Number ofCompany’s shares
held
768 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)

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
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 also has served as President andRepresentative Director of Japan Radio Co., Ltd. The Company has judged that he would be fully able
to perform his duties as Director in light of his management experience and performance, andsubstantial perception and high expertise regarding technology, research and development in thewireless and communication business of Japan Radio Co., Ltd. Accordingly, he has been proposed as a
candidate.

7

Re-Nominated4

Ryo Ogura (Date of birth: October 1, 1948 Age:72) Number of Years ofBoard of Director
4 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
43,715 shares

Brief personal profile, title and responsibilities
February 1985

Joined New Japan Radio Co., Ltd.

June 1999

Director of New Japan Radio Co., Ltd.

April 2001

General Manager of Standard IC Division of New Japan Radio Co., Ltd.

June 2004

Managing Director of New Japan Radio Co., Ltd.

April 2005

Executive of Semiconductor Business Divisions and General Manager of
Semiconductor Technology Headquarters of New Japan Radio Co., Ltd.

April 2006

General Manager of Semiconductor Production Headquarters of New Japan Radio
Co., Ltd.

June 2009

Representative Director and Executive Managing Director of NJR FUKUOKA CO.,LTD.

June 2011

President and Representative Director of New Japan Radio Co., Ltd.

June 2016

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

September 2018 Chairman and Representative Director of New Japan Radio Co., Ltd. (served
concurrently, to the present)

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



Reason for election of candidate for Director
During his assumption as President and Representative Director of New Japan Radio Co., Ltd., which
is a consolidated subsidiary of the Company, Mr. Ryo Ogura also has served as Director of theCompany since June 2016, and serves as Chairman and Representative Director of New Japan Radio
Co., Ltd. since September 2018. 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 highexpertise in the micro-device business of New Japan Radio Co., Ltd. Accordingly, he has been
proposed as a candidate.

8

Re-Nominated5

Kazunori Baba (Date of birth: September 1, 1959 Age:61) Number of Years ofBoard of Director
2 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
16,350 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
After his assumption as President and Representative Director of Nisshinbo Textile Inc., which is a
consolidated subsidiary of the Company, since June 2014 until March 2019, Mr. Kazunori Baba hasserved as Director of the Company since March 2019. He also serves as Chief of Corporate Strategy
Center 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.

9

Re-Nominated6

Yasuji Ishii (Date of birth: December 25, 1964 Age:56) Number of Years ofBoard of Director
2 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 16 meetings)
 Number ofCompany’s shares
held
9,865 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
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, and substantial perception andhigh expertise for industrial technology of Nisshinbo Brake Inc. Accordingly, he has been proposed asa candidate.

10

Re-Nominated7

Shuji Tsukatani (Date of birth: September 6, 1962 Age:58) Number of Years ofBoard of Director
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100%(All 13 meetings ※After assumption as a
Director in March
2020)
 Number ofCompany’s shares
held
11,165 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
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 sophisticated business experience, and high expertise forfinance and accounting. Accordingly, he has been proposed as a candidate.

11

Re-Nominated8

Keiji Taga (Date of birth: July 25, 1950 Age:70)

Outside Director
Independent Director Number of Years ofBoard of Director
2 year(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
Mr. Keiji Taga served to manage companies as a director of Development Bank of Japan Inc. andpresident and representative director of Tokyo Ryutsu Center Inc. The Company has appointed him asa candidate for Outside Director in the hope that he would be able to utilize his substantial work
experience and management experience of government-affiliated financial institution, andmanagement performance and high expertise of business company in the supervision of the
management of the Group.

12

Re-Nominated9

Shinobu Fujino (female) (Date of birth: July 13, 1957 Age:63)

Outside Director
Independent Director Number of Years ofBoard of Director
5 years and 9 months(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 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
Ms. Shinobu Fujino, as a career counselor, has professional knowledge and experience mainly abouthuman resources and organization development. The Company has appointed her as a candidate for
Outside Director in the hope that she would be able to utilize her substantial knowledge andexperience in the supervision of the management of the Group and the promotion of diversity
management.

 Number ofCompany’s sharesheld
0 shares13

Re-Nominated10

Hiroaki Yagi (Date of birth: June 9, 1956 Age:64)

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 ofBoard of Director
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 13 meetings ※After assumption as a
Director in March
2020)
 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
Mr. Hiroaki Yagi held important positions of Tokyo High Public Prosecutors Office etc. as publicprosecutor. After retirement, he serves as attorney-at-low 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 hope that he would be able to utilize his professional knowledge about
laws, and substantial experience and high expertise of legal profession in the supervision of the
management of the Group.

14

Re-Nominated11

Hiroyuki Chuma (Date of birth: April 3, 1951 Age:69)

Outside Director
Independent Director Number of Years ofBoard of Director
1 year(after this AGM)
 Attendance at theBoard of Directors’
meetings
100.0%(All 13 meetings ※After assumption as a
Director in March
2020)
 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
Dr. Hiroyuki Chuma had been engaged in research and education at Hitotsubashi University, RIETI,
etc., and serves as the 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 hope that he would be able to utilize his professional knowledge about industrial
economics and technology management, and substantial perception and high expertise regarding
business innovations in the supervision of the management of the Group.

15Newly Nominated12

Naoko Tani (female) (Date of birth: January 4, 1955 Age:66)

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.
June 2007
 Number of Years ofBoard of Director
 Attendance at theBoard of Directors’
meetings
 Number ofCompany’s sharesheld
0 sharesPresident and Representative Director of Semiconductor Portal, Inc. (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
Ms. Naoko Tani had been engaged in marketing and technical research, and planning and managementof academic societies and exhibition of 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 hope that she would be able to utilize her management
experience of Semiconductor Portal, Inc., and professional knowledge and high expertise regarding
semiconductor industry in the supervision of the management of the Group.

(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 and Mr. Hiroyuki Chuma have been designated as
Independent Officers provided for by Tokyo Stock Exchange on which the Company’s shares are listed andhave been filed with the stock exchange. In the event that each of candidates assumes approval as reelected,
the Company is continuously scheduled to report Independent Officers. Furthermore, in the event that Ms.
Naoko Tani is elected as Outside Directors, she will be designated as Independent Officers and be filed withthe aforesaid stock exchange.
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 two years andat the conclusion of this General Meeting.
(2)
The term of office of Ms. Shinobu Fujino as Outside Director of the Company will have been five 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 one year 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 one
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 and Mr. Hiroyuki Chuma 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 amount provided for in laws andregulations, whichever is higher, on the assumption that he/she discharges his/her duties in good faith andwithout gross negligence. In the event that each of them is reelected, the agreement will be continued.

16

6.

Furthermore, in the event that Ms. Naoko Tani is elected, the Company is scheduled to enter into a liability
limiting agreement equivalent thereto with her.
The Company has entered into a Directors and Officers Liability Insurance Contract with an insurance company,
and compensate for damages, litigation expenses, etc. attributed to management that would be borne by insured
person under the insurance contract. In the event that the appointment of each of the candidates is approved,
each of he/she will be included as an insured person under the insurance contract. The policy is scheduled tobe renewed with the same terms and conditions in October 2021.

17

Second 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 (Date of birth: November 27, 1965 Age: 55)
 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 Director
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 hope that he would be able to utilize his significant expert
knowledge, substantial experience and expertise in the supervision of the management of the Group.

(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 amount provided for in laws and regulations, whichever is higher, on the assumption that hedischarges 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,
and compensate for damages, litigation expenses, etc. attributed to management that would be borne by 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. The
policy is scheduled to be renewed with the same terms and conditions in October 2021.

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