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: 4025
March 10, 2023
To Our Shareholders:
Takamoto Taki, Representative Director, President
Taki Chemical Co., Ltd.
2 Midorimachi, Befu-cho, Kakogawa-shi, Hyogo

Notice of the 104th Annual General Meeting of Shareholders
We are pleased to announce the 104th Annual General Meeting of Shareholders of Taki Chemical Co., Ltd. (the“Company”), which will be held as indicated below.
Information that constitutes the content of reference documents for the General Meeting of Shareholders, etc.
(excluding the voting form) for this Annual General Meeting of Shareholders (matters for which measures forproviding information in electronic format are to be taken) has been provided in electronic format, so please accessthe Company’s website below and confirm the contents.
Company’s website: https://www.takichem.co.jp/ir/sokai/index.html (in Japanese only)
Matters for which measures for providing information in electronic format are to be taken are also provided inelectronic format on the Tokyo Stock Exchange (TSE) website. Please access the TSE website (Listed Company
Search), enter “Taki Chemical” in “Issue name (company name)” or “4025” in “Code” and select “Basic information”
and then “Documents for public inspection/PR information” to confirm the information.
TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese only)
You may exercise your voting rights either by sending the voting form back to us or via the Internet, etc. Please
review the Reference Documents for the General Meeting of Shareholders, and exercise your voting rights by
5:20 p.m. on Tuesday, March 28, 2023.

-1-1. Date and Time: Wednesday, March 29, 2023, at 10 a.m. (JST) (Reception is scheduled to open at 9:15 a.m.)
2. Venue:
2nd floor of Kakogawa Plaza Hotel
800 Mizonokuchi, Kakogawa-cho, Kakogawa-shi, Hyogo
3. Purpose of the Meeting
Matters to be reported:
1. Business Report, Consolidated Financial Statements and Audit Reports of the Consolidated Financial
Statements by the Financial Auditor and the Audit & Supervisory Committee for the 104th Fiscal Year (FromJanuary 1, 2022 to December 31, 2022)
2. Non-consolidated Financial Statements for the 104th Fiscal Year (From January 1, 2022 to December 31,
2022)
Matters to be resolved:
Proposal No. 1
Appropriation of Surplus
Proposal No. 2
Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
Proposal No. 3
Election of Five Directors Who Are Audit & Supervisory Committee Members
Proposal No. 4
Election of One Substitute Director Who Is an Audit & Supervisory Committee Member- If you attend the meeting, please submit the voting form enclosed herewith to the reception desk in the venue.
- If revisions to the matters for which measures for providing information in electronic format are to be taken arise, a notice of therevisions will be posted on the Company’s website and the TSE website on page 1.
- The following matters are not provided in the documents delivered to shareholders who have requested the delivery of paper-based
documents as provided for by the provisions of laws and regulations and Article 16 of the Articles of Incorporation of the Company.
- System to ensure properness of operations, and the operational status of the system- Consolidated Statements of Changes in Net Assets- Notes to Consolidated Financial Statements- Non-consolidated Statements of Changes in Net Assets- Notes to Non-consolidated Financial Statements
Documents that are delivered to shareholders who have requested the delivery of paper-based documents are part of the Business
Report audited by the Audit & Supervisory Committee, and Consolidated and Non-consolidated Financial Statements audited by the-

Financial Auditor and Audit & Supervisory Committee.
If there is no indication of approval or disapproval of proposals on the voting form when voting rights are exercised in writing (bymail), we will treat it as an indication of approval.
Please note that the meeting will be conducted in Japanese only.

-2-

Proposal No. 1

Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Appropriation of Surplus

The Company proposes the appropriation of surplus as follows:
Year-end dividend
The Company recognizes the return of profit to its shareholders as a key management priority, and it maintains a
policy of paying stable dividends on a continual basis. Moreover, the Company proposes to allocate profits to capital
investment, research and development investment, and rationalization investment to improve sustainable
development and the corporate value of the Company.
The Company has given comprehensive consideration to a range of factors including the enhancement of businessstructure, future business development and business performance, and it proposes to pay a year-end dividend for the104th fiscal year of ¥50, consisting of an ordinary dividend of ¥45 and a celebratory dividend of ¥5 per share incelebration of the transition to the Prime Market, to repay the support of shareholders.
(1) Type of dividend property
To be paid in cash.
(2) Allotment of dividend property and the aggregate amount thereof
The Company proposes to pay a dividend of ¥50 per common share of the Company.
In this event, the total dividends will be ¥432,991,850.
(3) Effective date of dividend of surplus
The effective date of the dividend will be March 30, 2023.

-3-

Proposal No. 2

Election of Seven Directors (Excluding Directors Who Are Audit & Supervisory Committee
Members)

The terms of office of all seven Directors (excluding those who are Audit & Supervisory Committee Members) will
expire at the conclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes theelection of seven Directors (excluding those who are Audit & Supervisory Committee Members).
As for this proposal, the Audit & Supervisory Committee of the Company has judged that all the candidates for
Directors (excluding Directors who are Audit & Supervisory Committee Members) are eligible.
Candidates for Directors (excluding Directors who are Audit & Supervisory Committee Members) are as follows:
Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1977
Joined the Company
Mar. 1992
General Manager, Financing & Accounting
Department
Takamoto Taki
Mar. 1993
Director(June 23, 1954)
26,994 sharesMar. 1995
Managing Director
Mar. 1996
Representative Director and Senior Managing[Re-election]
Director
Mar. 1997
Representative Director, President (current
position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at various departments. And, taking into consideration his performanceas the Company’s Representative Director, President, he is expected to play an appropriate role in the determination ofsignificant management issues and the supervision of business execution. For these reasons, the Company proposes tocontinue appointing the individual as Director.
Apr. 2008
Joined the Company
Sept. 2020
Senior Manager (Sp. Charge), Financing &Accounting Department
Mar. 2021
Director, Executive Officer in charge ofFinancing & Accounting Department
Katsuhiko Taki
Mar. 2022
Director, Managing Executive Officer(November 7, 1983)
supervising Fertilizer Business Department and
6,810 shares
Chemicals Business Department, and in charge[Re-election]of Financing & Accounting Department
Feb. 2023
Director, Managing Executive Officer
supervising Fertilizer Business Department andChemicals Business Department, and in chargeof Financing & Accounting Department andPurchasing Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess extensive experience and knowledge related to theCompany’s overall business through his career at departments of fertilizer manufacturing, chemicals manufacturing,production technology, purchases, accounting, fertilizer business, and chemicals business. And, taking into
consideration his performance as the Company’s Director, Managing Executive Officer, he is expected to play anappropriate role in the determination of significant management issues and the supervision of business execution. For
these reasons, the Company proposes to continue appointing the individual as Director.
Name(Date of birth)-4-

Candidate
No.

3

4

5

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1983
Joined the Company
Apr. 2013
General Manager, Fertilizer Business
Department
Mar. 2016
Associate Director
Hisamori Kanaji
Mar. 2017
Director(January 10, 1961)
5,278 sharesMar. 2020
Director, Executive Officer in charge of
Fertilizer Business Department and General[Re-election]
Manager, Fertilizer Business Department
Mar. 2021
Director, Executive Officer in charge of
Fertilizer Business Department and Chemicals
Business Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department. And, taking into consideration his performanceas the Company’s Director, Executive Officer, he is expected to play an appropriate role in the determination ofsignificant management issues and the supervision of business execution. For these reasons, the Company proposes tocontinue appointing the individual as Director.
Apr. 1985
Joined the Company
Apr. 2013
General Manager, General Affairs & Personnel
Department
Feb. 2017
Senior Manager (Sp. Charge), General Affairs& Personnel Department
Takahisa Masaki
President and Representative Director of(November 24, 1962)
1,978 shares
SHIKISHIMA-SHOJI CO., LTD.
Mar. 2017
Associate Director of the Company[Re-election]
Mar. 2020
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department
Mar. 2022
Director, Executive Officer in charge ofGeneral Affairs & Personnel Department andInternal Audit Department (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the sales department and the general affairs and personnel department
in addition to experience of corporate management at a subsidiary company. And, taking into consideration his
performance as the Company’s Director, Executive Officer, he is expected to play an appropriate role in thedetermination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to continue appointing the individual as Director.
Jan. 1990
Joined the Company
Apr. 2015
General Manager, Management Planning
Department
Hiroyuki Izutsu
Mar. 2020
Associate Executive Officer(October 19, 1965)
Mar. 2021
Director, Executive Officer in charge of
1,518 shares
Management Planning Department and Internal[Re-election]
Control Section
Mar. 2022
Director, Executive Officer in charge ofManagement Planning Department and CSR(current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department and the management
planning department. And, taking into consideration his performance as the Company’s Director, Executive Officer, heis expected to play an appropriate role in the determination of significant management issues and the supervision ofbusiness execution. For these reasons, the Company proposes to continue appointing the individual as Director.
Name(Date of birth)-5-

Candidate
No.

6

7

Notes:

1.
2.
3.
4.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1987
Joined the Company
Apr. 2015
General Manager, Production Tech. &Engineering Department
Goro Suzuki(December 10, 1964)
Mar. 2020
Associate Executive Officer
1,580 shares
Apr. 2021
Vice General Manager, Head Factory[Re-election]
Mar. 2022
Director, Executive Officer in charge of
Research Division and General Manager ofResearch Division (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the research and development department. And, taking into
consideration his performance as the Company’s Director, Executive Officer, he is expected to play an appropriate rolein the determination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to continue appointing the individual as Director.
Apr. 1988
Joined the Company
Apr. 2016
General Manager, Engineering Department(current position)
Kazunari Izumi(January 4, 1965)
Mar. 2020
Associate Executive Officer
2,380 shares
Apr. 2021
Associate Executive Officer, Vice General[New election]
Manager, Head Factory
Mar. 2022
Executive Officer, General Manager, Head
Factory (current position)■ Reasons for nomination as candidate for Director
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career at the research and development and the manufacturing department. And, taking
into consideration his performance as the Company’s Executive Officer, he is expected to play an appropriate role in thedetermination of significant management issues and the supervision of business execution. For these reasons, theCompany proposes to appoint the individual as Director.
Candidate Katsuhiko Taki, Director, Managing Executive Officer of the Company, is the oldest son of Takamoto Taki,
Representative Director, President of the Company.
There is no special interest between any of the candidates and the Company.
Kazunari Izumi is a new candidate.
To secure excellent human resources and avoid impairing the execution of duties, the Company enters into the Directors
and Officers Liability Insurance Policy (D&O insurance policy) outlined below. Candidates proposed hereto for reelection have already been insured as Directors, and Mr. Kazunari Izumi has already been insured as Associate Executive
Officer. If this proposal is approved and adopted in its original form, the insurance policy will be renewed with all of thecandidates as Directors who are not Audit & Supervisory Committee Members.
(Summary of the content of D&O insurance policy)(1) Actual proportion of insurance premium paid by the insured
Insurance premiums including those of special contracts shall be borne by the Company. The insured is not to bearactual premium costs.
(2) Summary of events to be insured against damages
Damage caused by an officer, etc. as an insured taking responsibility concerning the execution of duties or receivinga claim filed in connection with the determination of liability, may be covered by the insurance including its special
contract; provided, however, that an exemption would apply to certain cases where the insured conducted the act
knowing that it is illegal, among others.
(3) Measure to be taken so that the properness of execution of duties by the Officer, etc. will not be impaired by thecontract
The D&O insurance policy provides the amount deductible. Damage with an amount smaller than the amountdeductible shall not be insured.
Name(Date of birth)-6-

Proposal No. 3

Election of Five Directors Who Are Audit & Supervisory Committee Members

The terms of office of all five Directors who are Audit & Supervisory Committee Members will expire at theconclusion of this Annual General Meeting of Shareholders. Therefore, the Company proposes the election of five
Directors who are Audit & Supervisory Committee Members.
The consent of the Audit & Supervisory Committee has been obtained for the submission of this proposal.
Candidates for Directors who are Audit & Supervisory Committee Members are as follows:
Candidate
No.

1

2

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1988
Joined the Company
Masahiko Shimoyama(September 10, 1964)
Apr. 2019
General Manager, Financing & Accounting
1,731 shares
Department (current position)[New election]
Mar. 2020
Associate Executive Officer (current position)■ Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member
The individual nominated as candidate was judged to possess abundant experience and knowledge related to theCompany’s business through his career mainly at the accounting department. And, taking into consideration his
performance as the Company’s Associate Executive Officer, he is expected to play an appropriate role in the
supervision and audit of business execution by Directors. For these reasons, the Company proposes to appoint theindividual as Director who is an Audit & Supervisory Committee Member.
Apr. 1977
Joined the Mitsubishi Bank, Ltd. (present
MUFG Bank, Ltd.)
July 2004
Commissioner and the General Manager ofBusiness Investigation Department of the Bankof Tokyo-Mitsubishi, Ltd. (present MUFG
Bank, Ltd.)Mar. 2007
Left the Bank of Tokyo-Mitsubishi UFJ, Ltd.
(present MUFG Bank, Ltd.)
Hiroaki Tamura
June 2007
Managing Director of Nitto Fuji Flour Milling(November 8, 1953)
Co., Ltd.
300 shares
June 2008
Director and Managing Executive Officer[Re-election][Outside]
June 2017Retired from post of Director and Managing[Independent]
Executive Officer
June 2017
Outside Auditor of IX Knowledge Inc.
Mar. 2018
Outside Director of the Company
Mar. 2021
Outside Director who is an Audit &Supervisory Committee Member (current
position)
June 2021
Retired from post of Outside Auditor of IX
Knowledge Inc.
Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
The Company proposes to continue appointing Mr. Hiroaki Tamura as Outside Director who is an Audit & Supervisory
Committee Member so that his profound experience and excellent insight as a corporate manager that have beenobtained through his career serving in multiple positions such as Managing Director of Nitto Fuji Flour Milling Co.,
Ltd. may be utilized in the supervision and audit of business execution by Directors from an objective and neutral
perspective.
Name(Date of birth)-7-

Candidate
No.

3

4

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 1973
Employed by the Hiroshima Regional Taxation
BureauJuly 2015
Retired from post of Director of the
Tatsuo Iwaki
Nishinomiya Tax Office(April 3, 1954)
Aug. 2015
Registered as a certified public tax accountant
0 sharesNov. 2018
Established Tatsuo Iwaki Tax Office (current[Re-election]
position)[Outside]Mar. 2020
Outside Director of the Company[Independent]
Mar. 2021
Outside Director who is an Audit &Supervisory Committee Member (current
position)
Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
Mr. Tatsuo Iwaki has never in the past been directly involved in the management of a company except as an outside
officer. However, the Company proposes to continue appointing Mr. Iwaki as Outside Director who is an Audit &Supervisory Committee Member so that his professional experience and excellent insight as a certified public tax
accountant that have been obtained through his career serving as multiple district tax office directors, etc. may beutilized in the supervision and audit of business execution by Directors from an objective and neutral perspective.
Apr. 1980
Joined The Nippon Fire & Marine InsuranceCo., Ltd (present Sompo Japan Insurance Inc.)
Apr. 2013
Managing Executive Officer of NIPPONKOA
Insurance Co., Ltd. (present Sompo Japan
Insurance Inc.)
Apr. 2013
Managing Executive Officer of Sompo Japan
Insurance Inc.
Mar. 2015
Representative Director and Vice President of
Osaka Hilton Co., Ltd.
Mar. 2017
AdvisorShozo Shigeta(February 6, 1957)
Mar. 2018
Retired from post of Advisor
Apr. 2018
Advisor of Sompo Japan Nipponkoa Insurance
0 shares[Re-election]
Inc. (present Sompo Japan Insurance Inc.)[Outside]
June 2018
Audit & Supervisory Board Member of Sompo[Independent]
Japan Nipponkoa Career Bureau Inc. (present
Sompo Japan Career Bureau Inc.)
June 2020
Retired from post of Advisor of Sompo Japan
Insurance Inc.
June 2020
Retired from post of Audit & Supervisory
Board Member of Sompo Japan Career Bureau
Inc.
Mar. 2021
Outside Director who is an Audit &Supervisory Committee Member of theCompany (current position)
Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
The Company proposes to continue appointing Mr. Shozo Shigeta as Outside Director who is an Audit & Supervisory
Committee Member so that his profound experience and excellent insight as a corporate manager that have beenobtained through his career serving in multiple positions such as Managing Executive Officer of NIPPONKOA
Insurance Co., Ltd. (present Sompo Japan Insurance Inc.) may be utilized in the supervision and audit of businessexecution by Directors from an objective and neutral perspective.
Name(Date of birth)-8-

CandidateNo.

5Notes:

1.
2.
3.

4.

5.

6.

7.

8.

Number of the
Career summary, and position and responsibility in the
Company’s sharesCompanyowned(Significant concurrent positions outside the Company)
Apr. 2000
Registered with the Bar Association and joined
the Takahiko Inoue Law Offices
Feb. 2003
Joined Phoenix Law Offices
Noriko KitajimaJan. 2012
Joint Representative (current position)(October 25, 1974)
June 2015
Outside Director who is an Audit &0 shares
Supervisory Committee Member of SANKYO[New election]
KASEI CORPORATION (current position)[Outside]Mar. 2017
Outside Corporate Auditor of Daitron Co., Ltd.
[Independent](current position)
June 2021
Outside Audit & Supervisory Board Member ofDaiei Kankyo Co., Ltd. (current position)
Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee Member andoverview of expected role
Ms. Noriko Kitajima has never in the past been directly involved in the management of a company except as an outside
officer. However, the Company proposes the election of Ms. Kitajima as Outside Director who is an Audit &Supervisory Committee Member so that her professional experience and excellent insight as a lawyer may be utilized in
the supervision and audit of business execution by Directors from an objective and neutral perspective.
There is no special interest between any of the candidates and the Company.
Masahiko Shimoyama and Noriko Kitajima are new candidates.
Pursuant to the provisions of Article 427, paragraph (1) of the Companies Act, the Company has entered into an agreementwith three candidates Mr. Hiroaki Tamura, Mr. Tatsuo Iwaki and Mr. Shozo Shigeta to limit their liability for damages
under Article 423, paragraph (1) of the Companies Act to the minimum liability amount provided for by Article 425,
paragraph (1) of the same Act. If the reelection of these three individuals is approved, the Company plans to renew the
aforementioned agreements with them.
If candidates Mr. Masahiko Shimoyama and Ms. Noriko Kitajima’s election as Directors who are Audit & Supervisory
Committee Members is approved, the Company plans, pursuant to the provisions of Article 427, paragraph (1) of theCompanies Act, to enter into an agreement that limits each of their liability for damages under Article 423, paragraph (1)of the Companies Act to the minimum liability amount provided for by Article 425, paragraph (1) of the same Act.
Three candidates Mr. Hiroaki Tamura, Mr. Tatsuo Iwaki and Mr. Shozo Shigeta are currently Outside Directors who are
Audit & Supervisory Committee Members of the Company. At the conclusion of this meeting, their tenures since assuming
office as Outside Directors who are Audit & Supervisory Committee Members will have been two years. Mr. Hiroaki
Tamura and Mr. Tatsuo Iwaki were previously Non-Executive Officers (Outside Directors) of the Company. Their tenures
since assuming office are three years for Mr. Hiroaki Tamura and one year for Mr. Tatsuo Iwaki.
Three candidates Mr. Hiroaki Tamura, Mr. Tatsuo Iwaki and Mr. Shozo Shigeta are candidates for Outside Directors. The
Company has notified Tokyo Stock Exchange, Inc. of the designation of these three individuals as independent officers asprovided for by the exchange. If the reelection of the three individuals is approved, the Company plans to renew
notification to the aforementioned exchange concerning their designation as independent officers.
Candidate Ms. Noriko Kitajima is a candidate for Outside Director. She satisfies the requirements for an independent
officer as provided for by Tokyo Stock Exchange, Inc. If her election is approved, the Company plans to submit
notification to the aforementioned exchange concerning her designation as an independent officer.
To secure excellent human resources and avoid impairing the execution of duties, the Company enters into the Directors
and Officers Liability Insurance Policy (D&O insurance policy) outlined below. Among candidates proposed hereto forelection, Mr. Tamura, Mr. Iwaki and Mr. Shigeta have already been insured as Directors who are Audit & Supervisory
Committee Members, and Mr. Shimoyama has already been insured as Associate Executive Officer. If this proposal isapproved and adopted in its original form, the Company plans to renew the D&O insurance policy having the same content
with the four individuals as Directors who are Audit & Supervisory Committee Members as the insured, and will newly
enter into an insurance policy having the same content with Ms. Noriko Kitajima as the insured.
(Summary of the content of D&O insurance policy)(1) Actual proportion of insurance premium paid by the insured
Insurance premiums including those of special contracts shall be borne by the Company. The insured is not to bearactual premium costs.
(2) Summary of events to be insured against damages
Damage caused by an officer, etc. as an insured taking responsibility concerning the execution of duties or receivinga claim filed in connection with the determination of liability, may be covered by the insurance including its special
contract; provided, however, that an exemption would apply to certain cases where the insured conducted the act
knowing that it is illegal, among others.
Name(Date of birth)-9-(3) Measure to be taken so that the properness of execution of duties by the Officer, etc. will not be impaired by thecontract
The D&O insurance policy provides the amount deductible. Damage with an amount smaller than the amountdeductible shall not be insured.

- 10 -

Proposal No. 4

Election of One Substitute Director Who Is an Audit & Supervisory Committee Member

The Company proposes the election of one substitute Director who is an Audit & Supervisory Committee Member
to be ready to fill a vacant position should the number of Directors who are full-time Audit & Supervisory Committee
Members fall below the number required.
The consent of the Audit & Supervisory Committee has been obtained for the submission of this proposal.
Candidate for substitute Director who is an Audit & Supervisory Committee Member is as follows:
Name(Date of birth)

Career summary, and position and responsibility in the Company(Significant concurrent positions outside the Company)
Nov. 1987
Apr. 2020Feb. 2023

Number of theCompany’s shares
ownedJoined the Company
General Manager, General Affairs & Personnel Department
Tadashi Ohashi
Senior Manager (Sp. Charge), General Affairs & Personnel
1,800 shares(May 14, 1964)
Department (current position)
President and Representative Director of SHIKISHIMASHOJI CO., LTD. (current position)■ Reasons for nomination as candidate for substitute Director who is an Audit & Supervisory Committee Member
The individual nominated as candidate was judged to possess abundant experience and knowledge related to the Company’sbusiness through his career mainly at the general affairs & personnel department and sales department. And, taking into
consideration his performance as General Manager, he is expected to play an appropriate role in the supervision and audit ofbusiness execution by Directors. For these reasons, the Company proposes to appoint the individual as substitute Director who is an
Audit & Supervisory Committee Member.
Notes: 1. There is no special interest between the candidate and the Company.
2. If the candidate is appointed as Director who is an Audit & Supervisory Committee Member, the Company plans, pursuant
to the provisions of Article 427, paragraph (1) of the Companies Act, to enter into an agreement that limits his liability fordamages under Article 423, paragraph (1) of the Companies Act to the minimum liability amount provided for by Article
425, paragraph (1) of the same Act.
3. The candidate is expected to be appointed as Associate Executive Officer of the Company by resolution at the meeting of
the Board of Directors to be held after the conclusion of this meeting. However, if the candidate is appointed as Director
who is an Audit & Supervisory Committee Member, he will retire from the posts of Associate Executive Officer of theCompany and Director of SHIKISHIMA-SHOJI CO., LTD.
4. To secure excellent human resources and avoid impairing the execution of duties, the Company enters into the Directors
and Officers Liability Insurance Policy (D&O insurance policy) outlined below. If the candidate is appointed as Director
who is an Audit & Supervisory Committee Member, the Company plans to enter into the D&O insurance policy having
the same content with the candidate as Director who is an Audit & Supervisory Committee Member as the insured.
(Summary of the content of D&O insurance policy)(1) Actual proportion of insurance premium paid by the insured
Insurance premiums including those of special contracts shall be borne by the Company. The insured is not to bearactual premium costs.
(2) Summary of events to be insured against damages
Damage caused by an officer, etc. as an insured taking responsibility concerning the execution of duties or receivinga claim filed in connection with the determination of liability, may be covered by the insurance including its special
contract; provided, however, that an exemption would apply to certain cases where the insured conducted the act
knowing that it is illegal, among others.
(3) Measure to be taken so that the properness of execution of duties by the Officer, etc. will not be impaired by thecontract
The D&O insurance policy provides the amount deductible. Damage with an amount smaller than the amountdeductible shall not be insured.

- 11 -

Reference: Directors Diversity Matrix
If Proposals No. 2 and No. 3 and the selection of Executive Officers with Special Titles and Executive Officers at
the meeting of the Board of Directors to be held after the conclusion of this Annual General Meeting of Shareholders
are approved, the composition of the Board of Directors and the Audit & Supervisory Committee, as well as the areas
where each Director is expected to utilize their particular expertise and experience, will be as follows:

Name

Takamoto Taki

Katsuhiko Taki

Hisamori Kanaji
Takahisa Masaki
Hiroyuki Izutsu
Goro Suzuki
Kazunari Izumi
Masahiko
Shimoyama

Hiroaki Tamura

Tatsuo Iwaki

Shozo Shigeta

Noriko KitajimaNotes:

Position

Representative
Director, President
Representative
Director
Senior Managing
Executive Officer
Director
Managing Executive
Officer
Director, Executive
Officer

Legal
Finance/affairs/
Corporate accountrisk
manageing/
ment
finance & management
economics

●

●

●

●

●

●

●

IT/
digitalinformation
security

Sustainability/
ESG

●

●
●

Director, Executive
Officer
Director, Executive
Officer
Director, Executive
Officer
Director
Full-Time Audit &Supervisory
Committee Member
Independent Outside
Director
Audit & Supervisory
Committee Member
Independent Outside
Director
Audit & Supervisory
Committee Member
Independent Outside
Director
Audit & Supervisory
Committee Member
Independent Outside
Director
Audit & Supervisory
Committee Member

Personnel& laborResearch
Manufacaffairs/&
Sales/
turing/humandevelopmarketing
quality
resourcesmentdevelopment

●

●

●

●

●

●

●
●

●

●

●
●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

1. A maximum of four areas where each person possesses expertise and experience have been marked with ●.
2. Under corporate management above, for internal Directors, persons with experience serving as Representative Director(including at major subsidiaries), and for Outside Directors, persons with experience serving as an internal Director at one
or more other companies have been marked with ●.

- 12 -