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.

Securities code: 6104
June 15, 2022
To our shareholders:
Shigetomo Sakamoto,President
SHIBAURA MACHINE CO., LTD.
2-2 Uchisaiwaicho 2-Chome, Chiyoda-ku, TokyoNOTICE OF THE 99TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 99th Ordinary General Meeting of Shareholders of SHIBAURA MACHINE CO.,LTD. (the “Company”), which will be held as described below.
Having carefully considered the options for preventing the spread of novel coronavirus (COVID-19) infection, if at
all possible, you are strongly encouraged to refrain from coming to the venue on the date of the meeting and exercise
your voting rights by postal mail or via the Internet, etc. Please exercise your voting rights after reviewing the attached
Reference Documents for the General Meeting of Shareholders no later than 5:30 p.m., Wednesday, June 29, 2022
(Japan Standard Time).
1. Date and Time: Thursday, June 30, 2022 at 10:00 a.m. (Reception desk opens at 9:00 a.m.) (Japan StandardTime)
2. Venue:
BELLESALLE Yaesu, 3F “ROOM 1+2+3”
Yaesu First Financial Building, 3-7 Yaesu 1-Chome, Chuo-ku, Tokyo
Please note that the meeting place has changed from the venue of the previous meeting.
3. Purposes:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 99th Term (from April 1, 2021 to March 31,2022), as well as the results of audit of the Consolidated Financial Statements by the Accounting Auditor
and the Audit and Supervisory Committee.
2. Non-Consolidated Financial Statements for the 99th Term (from April 1, 2021 to March 31, 2022)
Items to be resolved:
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory
Committee Members)
Proposal 3:
Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee
Member-1-

Reference Documents for the General Meeting of Shareholders
Proposal 1:

Partial Amendments to the Articles of Incorporation

1. Reason for the proposal
Since the revised provisions provided for in the proviso to Article 1 of the Supplementary Provisions of the Act
Partially Amending the Companies Act (Act No. 70 of 2019) are to be enforced on September 1, 2022, theCompany proposes to make the following changes to its Articles of Incorporation in order to introduce the systemfor providing informational materials for the general meeting of shareholders in electronic format.
(1) As the Company shall be obligated to stipulate in the Articles of Incorporation that it will take measuresfor providing information that constitutes the content of reference documents for the general meeting ofshareholders, etc., in electronic format, Article 17 (Measures, etc. for Providing Information in Electronic
Format), paragraph 1 in the proposed amendment shall be newly established.
(2) To provide for being able to limit, among items for which measures are taken for providing informationthat constitutes the content of reference documents for the general meeting of shareholders, etc. inelectronic format, the scope of the items to be stated in the paper-based documents to be delivered toshareholders who requested the delivery of paper-based documents to the scope designated by the Ministryof Justice Order, Article 17 (Measures, etc. for Providing Information in Electronic Format), paragraph 2
in the proposed amendment shall be newly established.
(3) As the provisions under Article 17 (Internet Disclosure and Deemed Provision of Reference Documents of
the General Meeting of Shareholders, Etc.) of the current Articles of Incorporation shall no longer berequired with the adoption of the system for providing informational materials for the general meeting ofshareholders in electronic format, these provisions shall be deleted.
(4) Supplementary provisions will be established to stipulate when the aforementioned newly established anddeleted provisions will take effect. These supplementary provisions shall be deleted after their specified
term elapses.
2. Details of the amendments
The details of the amendments are as follows:(The amended parts are indicated by underlined text. Some underlining does not coincide with the Japanese version because oftranslation adjustments.)
Current Articles of Incorporation
Proposed amendment
Article 1. to Article 16. (Omitted)
Article 1. to Article 16. (Unchanged)(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 17.
(Deleted)
In convening a General Meeting of Shareholders, the Company
may deem that it has provided its shareholders with information
to be set forth or indicated in reference documents for the
General Meeting of Shareholders and the Company’s business
report, financial statements and consolidated financial
statements, by disclosing such information using the Internet inaccordance with the Ministry of Justice Ordinance.
(Measures, etc. for Providing Information in Electronic Format)(Newly established)
Article 17.
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc. inelectronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, the Company
may exclude all or some of those items designated by the
Ministry of Justice Order from statements in the paperbased documents to be delivered to shareholders whorequested the delivery of paper-based documents by therecord date of voting rights.

-2-

Current Articles of Incorporation
Article 18. to Article 36. (Omitted)(Newly established)(Newly established)

Proposed amendment
Article 18. to Article 36. (Unchanged)(Supplementary Provisions)(Transitional Measures for Providing Informational Materials for
the General Meeting of Shareholders in Electronic Format)
Article 1.
1. The deletion of Article 17 (Internet Disclosure and Deemed
Provision of Reference Documents for the General Meetingof Shareholders, Etc.) in the pre-amended Articles ofIncorporation and the establishment of the new Article 17(Measures, etc. for Providing Information in Electronic
Format) in the amended Articles of Incorporation shall beeffective from September 1, 2022.
2. Notwithstanding the provision of the preceding paragraph,
Article 17 of the pre-amended Articles of Incorporation(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
shall remain effective regarding any General Meeting of
Shareholders held on a date within six months from
September 1, 2022.
3. The provisions of this Article shall be deleted on the datewhen six months have elapsed from September 1, 2022 or
three months have elapsed from the date of the General
Meeting of Shareholders in the preceding paragraph,
whichever is later.

-3-

Proposal 2:

Election of Nine (9) Directors (excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all nine Directors (excluding Directors who are Audit and Supervisory Committee Members;
the same shall apply hereinafter in this proposal) will expire at the conclusion of this Ordinary General Meeting of
Shareholders. Thus, the Company proposes that nine Directors be elected.
In addition, the Audit and Supervisory Committee has judged each candidate to be a reasonable nomination for the
position of Director of the Company for this proposal.
The candidates for Director are as follows:
No.

Name

Current position and responsibilities in the
Company

Notes

Attendance at theBoard of Directors
meetings

1

Yukio Iimura

Chairman[Reelection]

16 of 16
(100%)

2

Shigetomo Sakamoto

President, Chief Executive Officer andChief Operating Officer[Reelection]

16 of 16
(100%)[Reelection]

16 of 16
(100%)

Director and Executive Operating Officer
R&D Center General Manager, Security
3

Akiyoshi Kobayashi

and Regulation Control Division General
Manager, Sagami Plant General Manager,in charge of Administration Division, andin charge of System Strategy Division
Director and Chief Financial Officer

4

Hiroaki Ota

Executive Operating Officer and in chargeof Corporate Strategic Planning Division

5

Kiyoshi Sato

Outside Director[Reelection][Reelection][Outside][Independent]

6

Seigo Iwasaki

Outside Director[Reelection][Outside][Independent][Reelection]

7

Hiroshi Inoue

Outside Director[Outside][Independent][Reelection]

8

Kazumine Terawaki

Outside Director

9

Chisa Hayakawa

Outside Director[Outside][Independent][Reelection][Outside][Independent]-4-

16 of 16
(100%)
16 of 16
(100%)
16 of 16
(100%)
16 of 16
(100%)
16 of 16
(100%)
16 of 16
(100%)

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980
Oct. 2000
Oct. 2004

Yukio Iimura(June 17, 1956)[Reelection]
1

June 2006
June 2008
June 2009
June 2013
Apr. 2017
May 2017

Joined the Company
Injection Molding Machine Engineering
Department Senior Manager of the Company
Micro-Pattern Imprinting Device Division
General Manager of the Company
Director of the Company
Headquarters of Engineering Division General
Manager of the Company
President of the Company
President and Chief Executive Officer of theCompany
Chairman (present position) and Chief
Executive Officer of the Company
Chairman of Japan Machine Tool Builders’
Association

Number of theCompany’s shares
owned

33,202[Reasons for nomination as candidate for Director]
Since being appointed as President of the Company in 2009, Yukio Iimura has used his strong leadership skills to guidethe whole Group. Since April 2017, he has served as Chairman of the Company, and has been involved in managementof the Group with the aim of continuing to further enhance corporate value. We expect him to strengthen corporate
governance and the management supervisory structure still further, and have thus nominated him as a candidate for
Director.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings

-5-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1983
June 2006
June 2009
June 2010
Oct. 2010
June 2013

June 2016
Shigetomo Sakamoto(May 22, 1958)[Reelection]
Apr. 20172
June 2017

June 2019Feb. 2020
Apr. 2020
June 2021

Joined the Company
Corporate Planning Division General Managerof the Company
Director of the Company
Tokyo Head Office General Manager of theCompany
Global Corporate Strategy Division General
Manager of the Company
Director and Managing Executive Officer,
Component Business Unit General Manager,
and Corporate Planning Division General
Manager of the Company
Representative Director and Executive
Operating Officer, Compliance Division
General Manager, Security and Regulation
Control Division General Manager, Corporate
Strategic Planning Division General Manager,
Sagami Plant General Manager, and RMO of
the Company
Machine Tools Business Unit General Manager
and Gotemba Plant General Manager of theCompany
In charge of Corporate Strategic Planning
Division and in charge of TQM Promotion
Division of the Company
Vice President and Operating Officer of theCompany
President and Chief Operating Officer of theCompany (present position)
Security and Regulation Control Division
General Manager of the Company
Chief Executive Officer of the Company(present position)

Number of theCompany’s shares
owned

13,569[Reasons for nomination as candidate for Director]
Shigetomo Sakamoto was appointed as President and Chief Operating Officer of the Company in February 2020,
becoming responsible for management of the Group, such as executing the management reform plan, based on his
extensive experience and achievements primarily in the Corporate Strategic Planning Division. We expect him toenhance corporate value by further strengthening the management base and reliably executing the management reform
plan, and have thus nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings

-6-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1985
Oct. 2004
June 2013
June 2014

June 2015

June 2016
Apr. 2017
Akiyoshi Kobayashi(November 14, 1960)[Reelection]

June 20183
June 2019Feb. 2020
Apr. 2020

June 2021

Joined the Company
Extrusion Machine Engineering Department
Senior Manager of the Company
Extrusion Machine Division General Managerof the Company
Executive Officer, Advanced Machinery
Business Unit Deputy General Manager of theCompany
Director and Executive Officer, Advanced
Machinery Business Unit General Manager of
the Company
In charge of Control Systems Division of theCompany
Molding Machinery Business Unit General
Manager, Administration Division General
Manager, and Sagami Plant General Managerof the Company
Director and Senior Managing Executive
Officer, Corporate Strategic Planning Division
General Manager, and Engineering and Quality
Division General Manager of the Company
Director and Executive Operating Officer(present position) and in charge of Control
Systems Division of the Company
Compliance Division General Manager of theCompany
R&D Center General Manager, Sagami Plant
General Manager, in charge of Administration
Division, and in charge of System Strategy
Division of the Company (present position)
Security and Regulation Control Division
General Manager of the Company (present
position)

Number of theCompany’s shares
owned

11,490[Reasons for nomination as candidate for Director]
Since being appointed as Director of the Company, Akiyoshi Kobayashi has been involved with management mainly
from the perspective of the Research and Development Division, based on his extensive experience and achievements
gained through execution of operation in the Extrusion Machine business in the past. We believe that he is qualified tofurther expand the Group’s business, refine the Group’s technology and raise quality, and have high expectations for his
management decision-making and oversight. Accordingly, we have nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings

-7-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1984
Apr. 2001
Feb. 2009
Mar. 2014
Aug. 2014
Feb. 2015

Hiroaki Ota(March 7, 1962)[Reelection]

Mar. 20154
Apr. 2017
Apr. 2020
June 2020
Aug. 2020

Joined Mitsui Bank (currently Sumitomo
Mitsui Banking Corporation)
Joined Daiwa Securities SMBC Co. Ltd.
(currently Daiwa Securities Co. Ltd.)
Joined GCA Savvian Corporation (currently
Houlihan Lokey, Inc.)
Audit and Supervisory Board Member of
Mezzanine Corporation
Audit and Supervisory Board Member of GCA
FAS Co., Ltd. (currently G-FAS Corporation)
CFO and Managing Director of GCA Savvian
Corporation (currently Houlihan Lokey, Inc.)
Director of GCA Savvian Singapore Private
Ltd. (currently Houlihan Lokey Advisers
Singapore Private Limited)
Director, CFO and Managing Director of GCA
Savvian Corporation (currently GCA
Corporation)
Managing Director of GCA Corporation(currently Houlihan Lokey, Inc.)
Executive Operating Officer of GCA Partners
Corporation (currently Houlihan Lokey, Inc.)
Director of the Company
Director and Chief Financial Officer
Executive Operating Officer and in charge ofCorporate Strategic Planning Division of theCompany (present position)

Number of theCompany’s shares
owned

3,790

[Reasons for nomination as candidate for Director]
Hiroaki Ota is responsible for strengthening the Group management structure as CFO based on his extensive experienceand achievements related to finance and corporate management through the execution of business at other companies.
We believe that he is qualified to further strengthen the Group management structure, and have high expectations for his
management decision-making and oversight. Accordingly, we have nominated him as a candidate for Director.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings

-8-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1979
Apr. 2003

5

Number of theCompany’s shares
ownedJoined Tokyo Electron Limited
Senior Executive, president’s office of Tokyo
Electron Limited
June 2003
President and CEO of Tokyo Electron Limited
Apr. 2009
Vice Chairman of the Board of Tokyo Electron
LimitedKiyoshi Sato
June 2011
Director of Tokyo Electron Limited(April 2, 1956)
Chairman of Tokyo Electron America, Inc.
Chairman of Tokyo Electron Europe, Ltd.
0
[Reelection]
Nov. 2013
President of TEL Solar AG[Candidate for Outside Director]
June 2016
Audit and Supervisory Board Member of Tokyo[Candidate for Independent
Electron Yamanashi Limited
Officer]June 2017
Outside Director of the Company (present
position)
June 2019
Outside Director of Mazda Motor Corporation(present position)
June 2019
Outside Director of Inabata & Co., Ltd. (present
position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Kiyoshi Sato possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies, including overseas business. Accordingly, we havenominated him as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Mazda Motor Corporation and Inabata & Co., Ltd., at which he is engaged in his
main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings

-9-

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Mar. 1969
July 1988

6

Number of theCompany’s shares
ownedJoined SHIZUOKA GAS Co., Ltd.
General Planning Group Leader of SHIZUOKAGAS Co., Ltd.
Mar. 1996
Director of SHIZUOKA GAS Co., Ltd.
Mar. 2000
Managing Director of SHIZUOKA GAS Co.,
Ltd.
Mar. 2001
Senior Managing Director of SHIZUOKA GASCo., Ltd.
Seigo Iwasaki
Mar. 2006
Representative Director and President of(October 8, 1946)
SHIZUOKA GAS Co., Ltd.
Jan. 2011
Representative Director and Chairman of
5,300[Reelection]
SHIZUOKA GAS Co., Ltd.
[Candidate for Outside Director]
May 2014
Outside Director of STAR MICRONICS CO.,
[Candidate for IndependentLTD. (present position)
Officer]June 2015
Outside Director of Murakami Corporation(present position)
Jan. 2018
Director and Special Adviser of SHIZUOKAGAS Co., Ltd.
June 2018
Outside Director of the Company (present
position)Mar. 2020
Special Adviser of SHIZUOKA GAS Co., Ltd.
(present position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Seigo Iwasaki possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies. Accordingly, we have nominated him as a
candidate for Outside Director.
[Regarding Independence]
There is no special interest between STAR MICRONICS CO., LTD. and Murakami Corporation at which he is engaged
in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings- 10 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1963
June 1993
June 1996

7

Number of theCompany’s shares
ownedJoined Tokyo Broadcasting System, Inc.
Director of Tokyo Broadcasting System, Inc.
Managing Director of Tokyo Broadcasting
System, Inc.
June 1997
Senior Managing Director of Tokyo
Broadcasting System, Inc.
June 2001
Vice President and Representative Director ofTokyo Broadcasting System, Inc.
June 2002
President and Representative Director of Tokyo
Broadcasting System, Inc.
Oct. 2004
President and Representative Director of Tokyo
Broadcasting System Television, Inc.
Hiroshi Inoue
June 2006
Outside Director of Tokyo Electron Limited(January 5, 1940)
Apr. 2009
Chairman and Representative Director of Tokyo
Broadcasting System Holdings, Inc. (currently
0[Reelection]
TBS HOLDINGS, INC.)[Candidate for Outside Director]
Chairman and Representative Director of Tokyo[Candidate for Independent
Broadcasting System Television, Inc.
Officer]
Apr. 2012
President of The Japan Commercial
Broadcasters Association (general incorporated
association)
Apr. 2016
Honorary Chairman and Director of Tokyo
Broadcasting System Holdings, Inc. (currently
TBS HOLDINGS, INC.)
Honorary Chairman and Director of Tokyo
Broadcasting System Television, Inc.
June 2018
Executive Advisor of Tokyo Broadcasting
System Television, Inc.
June 2019
Outside Director of the Company (present
position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Hiroshi Inoue possesses an impressive character and knowledge, and the Company expects that he will provide advice
and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his extensive
experience and knowledge gained as an officer for other companies. Accordingly, we have nominated him as a
candidate for Outside Director.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings- 11 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1980

8

Number of theCompany’s shares
owned

Prosecutor of Tokyo District Public Prosecutors
OfficeJan. 2014
Director-General of Public Security Intelligence
AgencyJan. 2015
Superintending Prosecutor, Sendai High
Prosecutors Office
Sept. 2016
Superintending Prosecutor, Osaka High
Prosecutors Office
Kazumine Terawaki
Apr. 2017Retired from his post of Superintending(April 13, 1954)
Prosecutor, Osaka High Prosecutors Office
June 2017
Lawyer registration (Tokyo Bar Association),
300[Reelection]
Joined Satoshi Suzuki Law Office (present[Candidate for Outside Director]
position)[Candidate for Independent
Feb. 2018
Outside Corporate Auditor of Kewpie
Officer]
Corporation (present position)
June 2018
External Audit and Supervisory Board Memberof The Shoko Chukin Bank, Ltd. (present
position)
June 2019
Outside Director of the Company (present
position)
June 2019
Outside Audit and Supervisory Board Memberof Kajima Corporation (present position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Kazumine Terawaki possesses an impressive character and knowledge, and the Company expects that he will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing his
extensive experience and knowledge gained as a lawyer and an outside officer for other companies. Accordingly, we
have nominated him as a candidate for Outside Director. Although he has never been involved in the management of acompany except as an outside officer, the Company judges he can appropriately fulfill his duties as an Outside Director
based on the above reasons.
[Regarding Independence]
There is no special interest between Kewpie Corporation, The Shoko Chukin Bank, Ltd. and Kajima Corporation, at
which he is engaged in his main concurrent posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings- 12 -

No.

Name (Date of birth)

Career summary, position and responsibilities (Significant
concurrent positions outside the Company)
Apr. 1991
Mar. 1998
July 2009
Apr. 20119Notes:

1.
2.
3.

4.

5.

6.

Number of theCompany’s shares
ownedJoined Sanyo Securities Company Limited
Joined FANCL CORPORATION
Joined Calbee, Inc.
Investor Relations Group Manager of Calbee,
Inc.
Apr. 2013
Executive Officer and Investor Relations
Department General Manager of Calbee, Inc.
Apr. 2014
Corporate Planning Department General
Manager and Investor Relations Department
General Manager of Calbee, Inc.
Chisa Hayakawa
Apr. 2016
East Japan Sales Department Deputy General(June 27, 1968)
Manager of Calbee, Inc.
Apr. 2017
East Japan Sales Department General Manager
1,000[Reelection]of Calbee, Inc.
[Candidate for Outside Director]
Apr. 2019
Financial & Accounting Department General[Candidate for Independent
Manager of Calbee, Inc.
Officer]June 2020
Outside Director of the Company (present
position)
Apr. 2021
Financial & Accounting Department General
Manager and Investor Relations Department
General Manager of Calbee, Inc. (present
position)Mar. 2022
Outside Director of Milbon Co., Ltd. (present
position)
Apr. 2022
Managing Executive Officer and CFO ofCalbee, Inc. (present position)[Reasons for nomination as candidate for Outside Director and overview of expected roles]
Chisa Hayakawa possesses an impressive character and knowledge, and the Company expects that she will provide
advice and recommendations to ensure the adequacy and appropriateness of business execution by utilizing her
expertise as a certified tax accountant and a securities analyst and her extensive experience and knowledge gained
through wide-ranging business execution. Accordingly, we have nominated her as a candidate for Outside Director.
[Regarding Independence]
There is no special interest between Calbee, Inc. and Milbon Co., Ltd., at which she is engaged in her main concurrent
posts, and the Company.
[Attendance at the Board of Directors meetings (from April 1, 2021 to March 31, 2022)]
Attended all of the 16 meetings
There is no special interest between the above candidates for Director and the Company.
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa are candidates for Outside Director.
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa are currently Outside Directors of
the Company, and at the conclusion of this General Meeting of Shareholders, Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue,
Kazumine Terawaki and Chisa Hayakawa will have served as Outside Directors for five years, four years, three years,
three years and two years respectively.
In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, theCompany has concluded limited liability agreements referred to in Article 423, paragraph (1) of the Companies Act with
Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa which prescribe that the maximum
extent of the liability for damages shall be the amount set forth in laws and regulations. If their reelections are approved,
the Company plans to continue these limited liability agreements.
The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured in the course of the performance of duties, or receipt of claims pertaining to the pursuit of such liability.
However, there are certain exclusions, such losses not being covered when they arise due to the performance of an illegal
act with full knowledge of its illegality. If the reelection of the candidates for Director is approved, they will continue tobe included as an insured in the policy. Moreover, the Company intends to renew the policy with the same policy details
when the next renewal is due.
The Company has designated Kiyoshi Sato, Seigo Iwasaki, Hiroshi Inoue, Kazumine Terawaki and Chisa Hayakawa as
Independent Officers based on the stipulation by the Tokyo Stock Exchange and registered them to the said exchange. If
their reelections are approved, the Company plans to continue their registration as the Independent Officers.

- 13 -

Proposal 3:

Election of One (1) Substitute Director Who Is an Audit and Supervisory Committee Member

The validity of the election of substitute Director who is an Audit and Supervisory Committee Member Nobuhiro
Takeuchi, approved at the 98th Ordinary General Meeting of Shareholders held on June 21, 2021, will be expired at
the start of this Ordinary General Meeting of Shareholders. Accordingly, the Company requests approval for theelection of one substitute Director who is an Audit and Supervisory Committee Member to be ready to fill a vacant
position should the number of Directors who are Audit and Supervisory Committee Members fall below the number
required by laws and regulations.
The validity of the election can be nullified by resolution of the Board of Directors if the consent of the Audit andSupervisory Committee has been obtained; provided, however, that it is only in a time before assuming office.
The Audit and Supervisory Committee has given its consent to this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary (Significant concurrent positions outside the Company)
Nov. 1978

Number of theCompany’s shares
ownedJoined Deloitte Haskins & Sells LLP Accountant Office(currently Deloitte Touche Tohmatsu LLC)
Apr. 1982
Registered as a certified public accountant
July 1998
Resigned from Tohmatsu & Co. (currently Deloitte Touche
Tohmatsu LLC)
Aug. 1998
Established Takeuchi Certified Public Accountant Office(present position)
Nobuhiro Takeuchi
0(April 8, 1953)
June 2003
Outside Audit & Supervisory Board Member of
SEIKAGAKU CORPORATION
July 2006
Auditor of Mizutani Foundation for Glycoscience (present
position)
June 2008
Outside Auditor of Ohizumi Mfg. Co., Ltd.
Jan. 2016
Outside Corporate Auditor of All Nippon Asset Management
Co., Ltd.
[Reasons for nomination as candidate for substitute Outside Director who is an Audit and Supervisory Committee Member andoverview of expected roles]
Nobuhiro Takeuchi has an impressive character and knowledge, and we expect that he will be able to reflect his extensive
experience and knowledge gained as a certified public accountant and an outside officer for other companies. Accordingly, we havenominated him as a candidate for a substitute Outside Director who is an Audit and Supervisory Committee Member. Although he
has never been involved in the management of a company except as an outside officer, the Company judges he can appropriately
fulfill his duties as an Audit and Supervisory Committee Member based on the above reasons.
[Regarding Independence]
There is no special interest between Mizutani Foundation for Glycoscience, at which he is engaged in his main concurrent post, andthe Company.
Notes: 1. There is no special interest between Nobuhiro Takeuchi and the Company.
2. Nobuhiro Takeuchi is a candidate for substitute Outside Director.
3. In accordance with the Articles of Incorporation of the Company and Article 427, paragraph (1) of the Companies Act, if
Nobuhiro Takeuchi is appointed as an Outside Director who is an Audit and Supervisory Committee Member, theCompany plans to conclude a limited liability agreement referred to in Article 423, paragraph (1) of the Companies Act
with him, which prescribes that the maximum extent of the liability for damages shall be the amount set forth in laws andregulations.
4. The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3, paragraph(1) of the Companies Act with an insurance company. This policy covers losses that may arise from liability incurred by
the insured in the course of the performance of duties, or receipt of claims pertaining to the pursuit of such liability.
However, there are certain exclusions, such losses not being covered when they arise due to the performance of an illegal
act with full knowledge of its illegality. If Nobuhiro Takeuchi is appointed as an Outside Director who is an Audit andSupervisory Committee Member, he will be included as an insured in the policy. Moreover, the Company intends to renew
the policy with the same policy details when the next renewal is due.
5. In addition, Nobuhiro Takeuchi meets the requirements for Independent Officers based on the regulations of the Tokyo
Stock Exchange, and in the event that he is appointed as Outside Director who is an Audit and Supervisory Committee
Member, the Company plans to designate him as an Independent Officer.

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(Reference) Knowledge, experience and abilities possessed by Directors and Audit and Supervisory Committee
Members after the approval and adoption of Proposal 2
The Company selects persons with corporate management experience who are well versed in management, lawyers
who are well versed in compliance and corporate legal affairs, certified public accountants who are well versed infinance and accounting, and personnel with a high level of expertise, such as experts in IR, for Independent Outside
Director, placing emphasis on even more advanced knowledge of finance, the ability to have dialogue with markets,
etc. in addition to the usual managerial, operational and technological professional capabilities as skills that are
particularly necessary for achieving the current medium-term management plan, and strikes a balance between
knowledge, experience and ability for the Board of Directors overall for sound and sustainable growth while
increasing the competitiveness of its businesses.
Areas where expertise can be demonstrated and experience
Name

Position

GenderCorporate
management

Internal
control/
Governance

Legal affairs/
Compliance

Finance/
Accounting

M&A/
Alliances

IR/ SR

Manufacturing/
Development

MarketingInternational
experience

●

●

●

●

●

●

Yukio
IimuraChairman

Male

●

●

Shigetomo
Sakamoto

President, Chief
Executive Officer andChief Operating
Officer

Male

●

●

Akiyoshi
Kobayashi

Director and Executive
Operating Officer

Male

●

●

Hiroaki Ota

Director, Chief
Financial Officer andExecutive Operating
Officer

Male

●

●

KiyoshiSato

Outside Director

Male

●

●

Seigo
IwasakiOutside Director

Male

●

●

●

HiroshiInoue

Outside Director

Male

●

●

●

Kazumine
TerawakiOutside Director

Male

●

Chisa
Hayakawa

Outside Director

Female●●HiroshiTakahashi

Director(Full-time Audit andSupervisory
Committee Member)

Male

●

●

●

YutakaUsami

Outside Director(Audit and Supervisory
Committee Member)

Male

●

●

●

AkifumiImamuraOutside Director(Audit and Supervisory
Committee Member)

Male

●

●

●

●
●

●

●

●

●
●

●

●
●

●

* The above table does not represent all of the knowledge, experience and abilities possessed by Directors and Audit and Supervisory
Committee Members.

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