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

(Securities Code 6473)
June 7, 2022
To Shareholders with Voting Rights:
Kazuhiro Sato
President, Member of the Board
JTEKT Corporation
1-1 Asahi-machi, Kariya,
Aichi, JapanNOTICE OF
THE 122ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
The 122nd Annual General Meeting of Shareholders of JTEKT Corporation (the “Company”) will be held as
follows.
Please note that this year, in order to prevent COVID-19 infection, shareholders are requested to consider
refraining from attending the venue in person, based on their own discernment of the situation. Voting rights
may be exercised by postal mail or via the Internet, etc., so please follow “Guidance on Exercising Your Voting
Rights” on page 3 and exercise your voting rights by reference to the attached Reference Documents for the
General Meeting of Shareholders by no later than 5:30 p.m. on Monday, June 27, 2022, Japan time.
1. Date and Time:

Tuesday, June 28, 2022 at 10:00 a.m. , Japan time

2. Place:

Hall, 1F of Office Building No. 1, JTEKT Head Office
1-1 Asahi-machi, Kariya, Aichi, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
122nd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Audit & Supervisory Board for theConsolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 122nd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Partial Amendments of the Articles of Incorporation
Proposal 1:
Election of 6 Directors
Proposal 2:
Election of 3 Audit & Supervisory Board Members
Proposal 3:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 4:-1-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Also, please remember to bring this convocation notice to the meeting place to help conserve paper resources.
Only our shareholders are allowed to enter the meeting place. Persons attending as proxies for shareholders
must be shareholders themselves. Shareholders who concurrently exercise the voting rights of othershareholders as proxies are kindly requested to submit the following: their Voting Rights Exercise Forms as
shareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status asproxies.
Concerning the Disclosure via the Internet
 From among the documents attached to this convocation notice, the notes to the consolidated
financial statements and the notes to the non-consolidated financial statements are disclosed on our
website in accordance with laws and regulations and the provisions of Article 14 of the Articles ofIncorporation of the Company. Therefore, they are not stated in this convocation notice. Please notethat the consolidated financial statements and the non-consolidated financial statements audited
respectively by the Accounting Auditor and the Audit & Supervisory Board include the notes to theconsolidated financial statements and the notes to the non-consolidated financial statements
disclosed on the website below, in addition to the consolidated financial statements and the nonconsolidated financial statements stated in the Attached Documents provided with this Notice.
 If there is any need for revision, the revised documents will be posted on the Company’s website
immediately.
 The contents of this Notice have been displayed on the Company’s website before the notice wasdispatched by post, in order to make this information available early.
 The results of the resolutions of this meeting will be posted on the Company’s website instead ofsending the written Notice of Resolutions of the Annual General Meeting of Shareholders.
The Company’s website ► https://www.jtekt.co.jp
The Company’s website (English) ► https://www.jtekt.co.jp/e/-2-

Guidance on Exercising Your Voting Rights
By Attending the Meeting

By Postal Mail

Via the Internet etc.

Please bring the enclosed
Voting Rights Exercise Formand submit it at the reception
desk.

Please enter your vote for oragainst each of the proposals
on the enclosed Voting Rights
Exercise Form and return theForm.

Date of the meeting:Deadline for voting:

Please visit the website
designated by the Company forthe exercise of voting rights(https://www.web54.net) andenter your vote for or against
each of the proposals.
Deadline for voting:

The Form must be received
by 5:30 p.m., Monday, June27, 2022, Japan time.

The votes must be received by
5:30 p.m., Monday, June 27,
2022, Japan time.

Tuesday, June 28, 2022 at
10:00 a.m. , Japan time

Concerning the Platform for the Electronic Exercise of Voting Rights (for Institutional Investors)
Institutional investors have the option of voting by electromagnetic means via the Platform for the Electronic
Exercise of Voting Rights operated by ICJ Inc.

-3-

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Partial Amendments of the Articles of Incorporation

Reasons for the proposal
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the“Act Partially Amending the Companies Act” (Act No. 70 of 2019) will be enforced on September 1,
2022. Accordingly, in order to prepare for the introduction of the system for electronic provision of
documents for general meetings of shareholders, the Articles of Incorporation of the Company shall beamended as follows.
(i) The proposed Article 14, Paragraph 1 provides that information contained in the reference documents
for the general meeting of shareholders, etc. shall be provided electronically.
(ii) The purpose of the proposed Article 14, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(iii) The provisions related to the website disclosure of the reference documents, etc. (Article 14 of thecurrent Articles of Incorporation) will become unnecessary and will therefore be deleted.
(iv) In line with the above establishment and deletion of the provisions, supplementary provisions related tothe effective date, etc. shall be established.
(2) Details of amendments
The details of the amendments are as follows.
(Underlined parts are amended.)
Current Articles of Incorporation
Proposed Amendments(1)

Website disclosure of shareholder meeting reference
documents
Article 14 Website disclosure, in accordance with theconcerned Ministry of Justice ordinanceprovisions, by the Company of information
required to be written or displayed in shareholder
general meeting reference documents, business
reports, calculation documents and consolidated
financial statements shall be deemed provision toCompany shareholders of such information.
(Newly established)(Deleted)

Measures for electronic provision, etc.
Article 14 (1) The Company shall, when convening a general
meeting of shareholders, provide information
contained in the reference materials for thegeneral meeting of shareholders, etc.
electronically.
(2) Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in
the Ordinance of the Ministry of Justice in thepaper copy to be sent to shareholders who haverequested it by the record date for voting
rights.

-4-Current Articles of Incorporation(Newly established)

Proposed Amendments
Supplementary provisions
Article 1 The deletion of Article 14 (Website disclosure ofshareholder meeting reference documents) of thecurrent Articles of Incorporation and the new creationof the proposed Article 14 (Measures for electronic
provision, etc.) of the Articles of Incorporation shallcome into effect on September 1, 2022, the date ofenforcement of the amended provisions stipulated in
the proviso of Article 1 of the supplementaryprovisions of the Act Partially Amending theCompanies Act (Act No. 70 of 2019) (the “EffectiveDate”).
Article 2 Notwithstanding the provisions of the precedingarticle, Article 14 (Website disclosure of shareholder
meeting reference documents) of the current Articles
of Incorporation shall remain in force with respect toa general meeting of shareholders to be held on a datewithin six months from the Effective Date.
Article 3 These supplementary provisions shall be deleted after
the lapse of six months from the Effective Date or thelapse of three months from the date of the general
meeting of shareholders set forth in the precedingarticle, whichever is later.

-5-

Proposal 2:

Election of 6 Directors

The terms of office of all 9 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 6 Directors is proposed.
The candidates are as follows:
No.

Name

1

<Reappointed>

2<Reappointed>

3<Newly appointed>

456<Reappointed><Outside Director><Independent Director><Reappointed><Outside Director><Newly appointed><Outside Director><Independent Director>

Current positions and responsibilities at the Company

President, Member of the Board
Chief of Quality Management Division
Senior Executive Officer, Member of the Board
Takumi Matsumoto Chief of Research & Development Division
Chief of Automotive Business Unit
Senior Executive Officer
Koichi Yamanaka Chief of Overseas Business Manager
Chief of Sales & Marketing Division

Kazuhiro Sato

Iwao Okamoto

Director, Member of the Board

Takeshi Uchiyamada Director, Member of the Board－

Yuichiro Kato

-6-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1979

Kazuhiro Sato
(April 3, 1956)
1<Reappointed>
Term of office as a
Director:
2 years

Takumi Matsumoto(April 9, 1961)
2<Reappointed>
Term of office as a
Director:
6 years

January 2005
April 2014
April 2017
January 2019
January 2020
June 2020

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
General Manager, Quality Division, Toyota Motor Corporation
Managing Officer, Toyota Motor Corporation
Senior Managing Officer, Toyota Motor Corporation
Operating Officer, Toyota Motor Corporation
Advisor of the Company
President, Member of the Board (to present)[Current responsibilities]
Chief of Quality Management Division; Supervising Corporate Strategy Dept. and
TQM Promotion Dept.

41,759[Reasons for nomination as a candidate for Director]
Mr. Kazuhiro Sato has served as Representative Director of the Company sinceJune 2020 and has a good personality with high ethical standards and fairness, andhas extensive experience and considerable insight as a business manager. We
propose his re-election as Director, Member of the Board in order to strengthen
corporate governance of the Company and enhance corporate value sustainably
based on his broad perspective and high viewpoint, backed up by experience.
April 1986
Joined Toyota Motor Corporation
August 2010
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
April 2015
Managing Officer of the Company
October 2015 Executive Managing Officer
June 2016
Executive Director
January 2021
Senior Executive Officer, Member of the Board (to present)[Current responsibilities]
Chief of Research & Development Division and Chief of Automotive Business
Unit; Supervising Innovation Promotion Dept., Electrical Power Storage Device
Dept., and Information Security Management Dept.
[Reasons for nomination as a candidate for Director]
Mr. Takumi Matsumoto has been engaged in corporate management as Director,
Member of the Board and has fulfilled his roles and responsibilities appropriately.
He has practical knowledge in products from working in the engineering anddevelopment divisions. He has also garnered extensive experience and considerable
insight through fulfilling his duties as a director in charge of the Research &Development Division and Automotive Business Unit of the Company. We
therefore propose his re-election as Director, Member of the Board in order torealize the sustainable enhancement of corporate value of the Company.

-7-

15,652No.

Name(Date of birth)

Past experience, positions and responsibilities at the Company
April 1986
January 2010
April 2014
April 2016
April 2017
April 2018
April 2020
April 2021

3

Koichi Yamanaka(March 13, 1964)<Newly appointed>

Iwao Okamoto(June 25, 1946)

4<Reappointed><Outside Director><Independent
Director>
Term of office as a
Director:
7 years

Number ofshares of theCompany held

Joined the Company
Chief of Purchasing Department, Steering Business UnitManaging Officer
Chief of North America Business
Executive Managing Officer
Chief of North America Business and Latin America Business
Executive Managing Officer
Senior Executive Officer (to present)[Current responsibilities]
Chief of Overseas Business Manager and Chief of Sales & Marketing Division;
Supervising Global Business Strategy Dept.

10,979[Reasons for nomination as a candidate for Director]
Mr. Koichi Yamanaka has solid product knowledge cultivated in the procurement
field and experience garnered through his management experience at theCompany’s business management entities in North and Latin Americas, as well as
extensive experience through fulfilling his duties as Chief of Overseas Business
Manager. We therefore propose his election as Director, Member of the Board inorder to realize the sustainable enhancement of corporate value of the Company bymaximizing his extensive experience and deep insight.
April 1970
Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
September 1999 Director-General, Basic Industries Bureau, MITI
January 2001
Director-General, Manufacturing Industries Bureau, METI
July 2002
Director-General, Agency for Natural Resources and Energy
October 2003 Senior Executive Director, Japan Bank for International Cooperation
October 2005 Managing Executive Officer, SUMITOMO CORPORATION
April 2006
Senior Managing Executive Officer, SUMITOMOCORPORATION
June 2007
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
April 2009
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
July 2009
President, Japan Cooperation Center for the Middle East (JCCME)
May 2011
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION
June 2015
Director, Member of the Board of the Company (to present)
5,000[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Iwao Okamoto has extensive experience and considerable insight in industrial
and economic activities in Japan and abroad through his service in significant
positions in various organizations such as the Ministry of Economy, Trade andIndustry and the JAPAN-CHINA ECONOMIC ASSOCIATION. From thisperspective, his instructive comments, which are based on his extensive insight inindustrial and economic activities in Japan and abroad, have contributed toincreasing the effectiveness of the Board of Directors and the Council for
Enhancement of Corporate Value. He has attended the Executive Officer Personnel
Appointment Review Meeting and the Executive Remuneration Meeting as amember of those meetings, and provided appropriate engagement and advice. After
his election, the Company expects him to appropriately perform his duties such as
deciding important management matters, supervising business execution, and otheractivities as Outside Director of the Company. We therefore propose his re-election
as Outside Director, Member of the Board to enable him to duly supervise themanagement as Outside Director toward the sustainable enhancement of corporate
value of the Company.

-8-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1969
June 1998
June 2001
June 2003
June 2004
June 2005
June 2012
June 2013

Takeshi Uchiyamada(August 17, 1946)

5<Reappointed><Outside Director>
Term of office as a
Director:
4 years

June 2018

Number ofshares of theCompany held

Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
Member of the Board of Directors, Toyota Motor Corporation
Managing Director, Toyota Motor Corporation
Senior Managing Director, Toyota Motor Corporation
Director of the Company
Executive Vice President, Toyota Motor Corporation
Vice Chairman of the Board of Directors, Toyota Motor Corporation
Resigned from Director of the Company
Chairman of the Board of Directors, Toyota Motor Corporation (topresent)
Director, Member of the Board of the Company (to present)[Significant concurrent positions]
Chairman of the Board of Directors, Toyota Motor Corporation
External Director, Mitsui & Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Takeshi Uchiyamada has extensive experience and considerable insight throughhis many years of involvement in manufacturing as a business manager. From thisperspective, his instructive comments based on his extensive insight as a business
manager have contributed to increasing the effectiveness of the Board of Directors
and the Council for Enhancement of Corporate Value. After his election, theCompany expects him to appropriately perform his duties such as deciding
important management matters, supervising business execution, and other activities
as Outside Director of the Company. We therefore propose his re-election as
Outside Director, Member of the Board to enable him to duly supervise themanagement as Outside Director toward the sustainable enhancement of corporate
value of the Company.

-9-

8,300

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1992
April 1995
April 2003

January 2015
October 2015

April 2018
Yuichiro Kato
(October 20, 1969)
6<Newly appointed><Outside Director><Independent
Director>

Number ofshares of theCompany held

Joined Nichirei Corporation
Joined Daiko Advertising Inc.
Associate Professor of Industrial Strategy Engineering, Graduate
School of Engineering, Nagoya Institute of Technology
Visiting Researcher, Business Knowledge Bureau, Daiko
Advertising Inc.
Member, The Deming Prize Examination Committee, Union ofJapanese Scientists and Engineers (to present)
Representative Partner, Brand Design Lab. LLC (currently Brand
Design Co., Ltd.)Specially-appointed Professor, Industry-Academia-Government
Collaboration Center, Nagoya Institute of Technology
Professor, Vocational Ability Development Institute, Polytechnic
University administrated by the Ministry of Health, Labour andWelfareMember, The Japan Quality Recognition Prize Examination
Committee, Union of Japanese Scientists and Engineers (to present)

November 2018 Representative Director, Brand Design Co., Ltd. (to present)
Professor, Project for Organization for Co-Creation Research andJune 2019Social Contribution, Nagoya Institute of Technology (to present)
May 2020
Outside Director, Member of Audit and Supervisory Committee of
YASKAWA Electric Corporation
Outside Director, YASKAWA Electric Corporation (to present)
May 20210[Significant concurrent positions]
Outside Director, YASKAWA ELECTRIC CORPORATION
Representative Director, Brand Design Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Yuichiro Kato has a wealth of expertise and experience in the fields ofmarketing and quality control, which he has garnered through his career as aprofessor at the university and other institutions. Besides, he is versed with general
corporate management. We therefore propose his election as Outside Director withexpectation that he will provide us with advice and supervision on the corporate
management by fully exercising his extensive experience especially in the field of
branding and his deep insight as a businessperson in order to sustainably increase
the value of the Company.
(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Messrs. Iwao Okamoto, Takeshi Uchiyamada, and Yuichiro Kato are candidates for Outside Directors.
Terms of office of Mr. Iwao Okamoto as Outside Director will reach seven years at the conclusion of this meeting, andthat of Mr. Takeshi Uchiyamada will reach four years at the conclusion of this meeting.
3. Messrs. Iwao Okamoto and Yuichiro Kato are candidates for Independent Directors under the provisions of the Tokyo
Stock Exchange, etc.
4. The Company has concluded liability limitation agreements with Mr. Iwao Okamoto and Mr. Takeshi Uchiyamada tolimit their liability as stipulated in article 423-1 of the Companies Act up to the minimum amount stipulated in article
425-1 of the Companies Act, in accordance with the Articles of Incorporation. If the election of Mr. Iwao Okamoto, Mr.
Takeshi Uchiyamada, and Mr. Yuichiro Kato is approved under this proposal, the Company intends to conclude the same
liability limitation agreement with them.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company and fullybears the insurance premiums. This insurance contract covers damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act (including omission) committed by the insured in his/her capacity
as a director or an officer of the company. The Company, however, takes measures to ensure that the appropriateness ofthe execution of duties by directors and officers is not impaired by excluding from the scope of compensation any
damage caused by directors or officers who have committed criminal acts such as bribery or intentionally committed
illegal acts. If the election of the candidates is approved under this proposal, the Company will insure them under this- 10 -

6.

insurance contract.
In addition, the Company plans to renew the insurance policy with the same details at the time of next renewal.
The terms of office of the Directors are stated as of the conclusion of this meeting.

- 11 -

(Reference) Management Structure after Proposal 2 is approved (tentative)
To ensure a balance and diversity of knowledge, experience, skills among Directors, Members of the Board
is vital to the sustainable growth of, and medium- to long-term improvement of the corporate value of JTEKT
as a monozukuri company. With careful consideration of their experience and expertise in organizational
management that are regarded as pivotal in the corporate management, we have elected directors with diverse
background.

Name

Title

Business
Corporate
strategy andManagement
marketing

ManufacturingHR(industrial
Technology Finance and Legal and risk development Sustainability International
engineering,and R&D accounting managementand Laborand ESG
Experience
procurement,
management
quality and safety)

Kazuhiro
Sato

President,
Member of
the Board●●●

TakumiMatsumoto

SeniorExecutive
Officer,Member of
the Board●●●

Koichi
Yamanaka

SeniorExecutive
Officer,Member of
the Board

●

●

●

Iwao
OkamotoOutsideDirector●●Takeshi
OutsideUchiyamada Director

●

●

●

Yuichiro
Kato

●

●

●

OutsideDirector

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

- 12 -●●●

Proposal 3:

Election of 3 Audit & Supervisory Board Members

As the terms of office of 4 Audit & Supervisory Board Members, Mr. Atsushi Kume, Mr. Hiroshi Takenaka,
Mr. Takashi Yoshida and Mr. Hiroyuki Wakabayashi will expire at the conclusion of this General Meeting of
Shareholders, we propose the election of 3 Audit & Supervisory Board Members.
The Audit & Supervisory Board has consented to the submission of this proposal.
The candidates are as follows:
No.

Name

1

<Newly appointed>

Kazuhisa Makino

2<Newly appointed>

Makoto Sano

3

<Newly appointed><Outside Audit & Supervisory Board Member>

Yasushi Matsui- 13 -

No.

Name(Date of birth)

Past experience and positions at the Company
April 1982
January 2005

1

Kazuhisa Makino(May 11, 1957)<Newly appointed>

2

Makoto Sano
August 17, 1957
<Newly appointed>

June 2010
June 2011
April 2015
June 2019
June 2020
January 2021
April 2022

Joined Toyoda Machine Works Ltd.
General Manager, Corporate Management Dept., Toyoda MachineWorks Ltd.
General Manager, Accounting Dept. of the Company
Managing Officer
Executive Managing Officer
Executive Director
Senior Executive Director
Senior Executive Officer, Member of the Board
Director, Member of the Board (to present)

Number ofshares of theCompany held

17,044[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Kazuhisa Makino was engaged in accounting and management control at theCompany. He has been engaged in the management of the Company since 2011 asManaging Officer, and as Director, Member of the Board since 2019. He hasgarnered extensive experience and deep insight through fulfilling his duties as a
Chief of Corporate Division, and in charge of Audit Department. In consideration of
the above, we have judged him as qualified enough to fulfill his duties properly as
Audit & Supervisory Board Member. We therefore propose his election as Audit &Supervisory Board Member.
April 1981
Joined Toyota Motor Co., Ltd. (currently Toyota Motor
Corporation)
March 2014
Senior General Manager of the Company
April 2014
Managing Officer
April 2015
Executive Managing Officer
June 2018
Executive Director
June 2020
Senior Executive Director
January 2021
Senior Executive Officer, Member of the Board
June 2021
Senior Executive Officer
April 2022
Advisor (to present)
17,936[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
In addition to the experience in the production control department, themanufacturing department, and locally incorporated companies in the US andEurope at Toyota Motor Corporation, Mr. Makoto Sano has been engaged in the
management of the Company for years as Managing Officer since 2014, and as
Director and Senior Executive Officer since 2018. He has garnered extensive
experience and deep insight through fulfilling his duties as a Chief of Production
Support Division. We have judged him qualified enough to fulfill his duties as
Audit & Supervisory Board Member. We therefore propose his election as Audit &Supervisory Board Member.

- 14 -

No.

Name(Date of birth)

Past experience and positions at the Company
April 1987
June 2014
April 2019
June 2021

Yasushi Matsui
July 3, 1964
3

<Newly appointed><Outside Audit &Supervisory Board
Member>Number ofshares of theCompany held

Joined Nippondenso Co., Ltd. (currently DENSOCORPORATION)
Executive Director, DENSO CORPORATION
Senior Executive Officer, DENSO CORPORATION
Member of the Board of Directors and Senior Executive Officer,
DENSO CORPORATION (to present)[Significant concurrent positions]
Member of the Board of Directors and Senior Executive Officer, DENSOCORPORATION[Reasons for nomination as a candidate for Outside Audit & Supervisory Board
Member]Mr. Yasushi Matsui was engaged in the thermal systems business and theelectrification business. In June 2014, he headed the procurement function in his
capacity of Executive Director. Since April 2019, he has held various prominent
posts as a senior executive officer, such as CFO (Chief Financial Officer), CRO(Chief Risk Officer), and Head of Corporate Strategy Center. Throughout his career,he garnered extensive experience and deep insight as a business manager in both
functional and business divisions at DENSO CORPORATION. We have judged
him as qualified enough to audit the management of the Company and provide
proper advice and recommendations. We therefore propose his election as Audit &Supervisory Board Member.

0(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Mr. Yasushi Matsui is a candidate for Outside Audit & Supervisory Board Member.
3. If the election of Mr. Yasushi Matsui is approved in the proposal, the Company will enter into the liability limitationagreement with him to limit his liability as stipulated in Article 423-1 of the Companies Act up to the minimum liability
amount as stipulated in Article 425-1 of the Companies Act, in accordance with the Articles of Incorporation.
4. The Company has concluded a directors and officers liability insurance contract with an insurance company and fullybears the insurance premiums. This insurance contract covers damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act (including omission) committed by the insured in his/her capacity
as a director or an officer of the company. The Company, however, takes measures to ensure that the appropriateness ofthe execution of duties by directors and officers is not impaired by excluding from the scope of compensation any
damage caused by directors or officers who have committed criminal acts such as bribery or intentionally committed
illegal acts. If the election of the candidates is approved under this proposal, the Company will insure them under thisinsurance contract. In addition, the Company plans to renew the insurance policy with the same details at the time ofnext renewal.

- 15 -

Proposal 4:

Election of 1 Substitute Audit & Supervisory Board Member

In preparation for a shortage in the statutory number of Audit & Supervisory Board Members, we propose
the election of Ms. Yumiko Sakurai as Outside Audit & Supervisory Board Member under the proposal. We
also propose the election of 1 Outside Audit & Supervisory Board Member as a substitute for Mr. Yasushi
Matsui, who will be appointed as Outside Audit & Supervisory Board Member upon approval of Proposal 3“Election of 3 Audit & Supervisory Board Members.” In the event of her appointment as Audit & Supervisory
Board Member, her term of office shall be the remaining term of her predecessor. This resolution shall remain
effective until the commencement of the next Annual General Meeting of Shareholders; however, it may be
revoked by a resolution of the Board of Directors Meeting, with the consent of the Audit & Supervisory Board
only before she is officially appointed as Audit & Supervisory Board Member. The Audit & Supervisory Board
has consented to the submission of this proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions at the Company
April 1981

September 1986
January 2002
June 2020
Setsuko Yufu
March 28, 1952
<Outside Audit &Supervisory Board
Member><Independent
Director>

Number ofshares of theCompany held

Admitted to the bar (Daini Tokyo Bar Association) and joined
Adachi, Henderson, Miyatake and Fujita Horitsu Jimusho(currently)
Joined Loeff Claeys Verbeke (currently Allen & Overy Brussels)
Partnered to Atsumi & Usui LPC (currently Atsumi & Sakai) (topresent)
Outside Audit & Supervisory Board Member, Panasonic
Corporation (currently Panasonic Holdings Corporation) (topresent)[Significant concurrent positions]
Outside Audit & Supervisory Board Member, Panasonic Holdings Corporation,
Partner to Atsumi & Sakai

0[Reasons for nomination as a candidate for Substitute Audit & Supervisory Board
Member]Ms. Setsuko Yufu has been active in the field of law for many years as an attorneyat law and has experience as outside director of other companies. Based on her highlevel of expertise and broad experience which she has garnered through her career,
we have judged her as qualified enough to audit the management of the Company,
and to provide appropriate advice and recommendations if she is appointed as
Outside Audit & Supervisory Board Member. We therefore propose her election asa substitute Audit & Supervisory Board Member.

(Notes)
1. Ms. Setsuko Yufu is a candidate for substitute Outside Audit & Supervisory Board Member.
2. No conflicts of interest exist between the Company and the candidate.
3. If this proposal is approved as originally proposed and she assumes office as Outside Audit & Supervisory Board Member,the Company will register her as Independent Officer with the Tokyo Stock Exchange, etc.
4. If the proposal is approved as proposed, and Ms. Setsuko Yufu is appointed as Outside Audit & Supervisory Board
Member, the Company will enter into the liability limitation agreement with her to limit her liability as stipulated in
Article 423-1 of the Companies Act up to the minimum liability amount as stipulated in Article 425-1 of the Companies
Act, in accordance with the Articles of Incorporation.
5. The Company has concluded a directors and officers liability insurance contract with an insurance company and fullybears the insurance premiums. This insurance contract covers damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act (including omission) committed by the insured in his/her
capacity as a director or an officer of the company. The Company, however, takes measures to ensure that theappropriateness of the execution of duties by directors and officers is not impaired by excluding from the scope ofcompensation any damage caused by directors or officers who have committed criminal acts such as bribery or
intentionally committed illegal acts. If the proposal is approved and Ms. Setsuko Yufu is appointed as Outside Audit &Supervisory Board Member, the Company will insure her under this insurance contract. In addition, the Company
plans to renew the insurance policy with the same details at the time of next renewal.

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