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

Securities Code: 4977
June 13, 2023
To our shareholders:
Koichi Ogata,
Representative Director and President
Nitta Gelatin Inc.
4-26, Sakuragawa 4-chome, Naniwa-ku, Osaka
Notice of the 84th Annual General Meeting of Shareholders

We are pleased to announce the 84th Annual General Meeting of Shareholders of Nitta Gelatin Inc. (the“Company”), which will be held as follows.
In convening this General Meeting of Shareholders, the Company has adopted the Electronic Provision
Measure for information on the Reference Documents, etc. of the General Meeting of Shareholders(Matters concerning Electronic Provision Measure) and posted on the following websites, so please accesseither of those websites to confirm the information.
[Website for the General Meeting of Shareholders Documents]
https://d.sokai.jp/4977/teiji/ (in Japanese)[Tokyo Stock Exchange website (Listed Company Search)]https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(To access the TSE website by using the above address, please enter “Nitta Gelatin” in “Issue name(company name)” or the Company’s securities code “4977” in “Code,” and click “Search.” Then, click“Basic information” and select “Documents for public inspection/PR information.” Under “Filed
information available for public inspection,” click “Click here for access,” and select “Notice of General
Shareholders Meeting /Informational Materials for a General Shareholders Meeting” under the “Documentsfor public inspection.”)-1-

Those shareholders not attending the venue on the day may exercise your voting rights via the Internet, etc.
or in writing (by mail). We kindly ask that you review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 4:50 p.m. on Wednesday, June 28, 2023 (JST).
[Exercise of voting rights via the Internet, etc.]
Please access the Company’s designated website for exercising voting rights (https://www.web54.net) andenter your approval or disapproval of the proposal items by using the “Voting Code” and “Password”
indicated on the enclosed Voting Form and following the instructions on the screen.
Please read the “Guide to Exercise of Voting Rights via the Internet, Etc.” (in Japanese only) described later
to exercise your voting rights via the Internet, etc.
[Exercise of voting rights in writing (mail)]
Please return by mail the enclosed Voting Form after indicating your approval or disapproval on the form toarrive at the Company by no later than the above deadline.
1. Date and time:Thursday, June 29, 2023 10:00 a.m. (JST)

2. Venue:“Large Hall,” 8F, Osaka Science & Technology Center
8-4, Utsubohonmachi 1-chome, Nishi-ku, Osaka

3. Purpose of the Meeting
Matters to be reported
1. The Business Report and the Consolidated Financial Statements for the 84th
fiscal year (from April 1, 2022 to March 31, 2023), and the results of audits of
the Consolidated Financial Statements by the Financial Auditor and the Audit& Supervisory Board
2. The Non-consolidated Financial Statements for the 84th fiscal year (from April
1, 2022 to March 31, 2023)
Matters to be resolved
Proposal 1
Appropriation of Surplus
Proposal 2
Election of Seven Directors
Proposal 3
Election of Two Audit & Supervisory Board Members
Proposal 4
Election of One Substitute Audit & Supervisory Board Member
4. Matters prescribed for convocation(1) If no indication of approval or disapproval is made for each proposal item on the returned
Voting Form, it will be treated as “approval.”(2) If you exercise your voting rights via the Internet, etc. multiple times, the vote exercised last
will be treated as valid.
(3) If you exercise your voting rights both via the Internet, etc. and in writing (by mail), the votecast via the Internet, etc. will be treated as valid, regardless of the date and time of arrival.
(4) If you exercise your voting rights by proxy, you may designate one other shareholder holding
voting rights of the Company to attend the meeting. Please note, however, that it is necessary
to submit a document proving the authority of proxy.

-2-

● If attending the meeting at the venue on the day, please present the enclosed Voting Form at the reception desk.
● Any revisions to the Matters concerning Electronic Provision Measure shall be posted on the above websites whereapplicable, in addition to the contents before and after the revision.
● If there are any major changes in the operation of the General Meeting of Shareholders due to the prevalence of COVID19 or other factors, we will post them on the Company’s website (https://www.nitta-gelatin.co.jp).
● For this General Meeting of Shareholders, the Company will send a document stating the Matters concerning Electronic
Provision Measure, regardless of whether delivery of the document has been requested. Please note that this document
excludes the following matters in accordance with laws and ordinances and Article 17, Paragraph 2 of the Company’s
Articles of Incorporation.
1. “Systems to Ensure Appropriate Operation and the Status of its Implementation” in the Business Report
2. “Notes to Consolidated Financial Statements” in the Consolidated Financial Statements
3. “Notes to Non-consolidated Financial Statements” in the Non-consolidated Financial Statements
Therefore, the Business Report, Consolidated Financial Statements and Non-consolidated Financial Statements includedin the document are a part of documents audited to prepare the Financial Auditor’s Report by the Financial Auditors andAuditor’s Report by the Audit & Supervisory Board Members.

-3-

Reference Documents for the General Meeting of Shareholders
Proposal 1

Appropriation of Surplus

The Company regards the return of profit to shareholders as one of its highest management priorities. As
such, it is the Company’s basic policy to strive to pay dividends of 1.5% or more of the dividend on equity
ratio while strengthening its corporate structure by enhancing internal reserves, taking into consideration
business development based on a medium- to long-term perspective.
In accordance with this policy, the Company proposes to pay dividends of surplus for the fiscal year as
follows:[Year-end dividends]
The Company proposes to pay a year-end dividend of the common shares for the fiscal year of ¥9 per share.
As the Company has already paid an interim dividend of ¥7 per share, the annual dividend will be ¥16 pershare.
1. Type of dividend property
2. Allotment of dividend property to shareholders
and their aggregate amount
3. Effective date of dividends of surplus

To be paid in cash.
The dividend of the common shares of the Company
will be ¥9 per share, for a total dividend of¥163,197,315.
June 30, 2023

-4-

Proposal 2

Election of Seven Directors

The terms of office of all eight Directors will expire at the conclusion of this meeting. Therefore, theCompany proposes the election of seven Directors.
The candidates for Director are as follows:
Candidate
No.

1

Name
(Date of birth)

Koichi Ogata(July 8, 1957)
Reelection

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1981

Joined Kanebo Foods, Ltd. (currently Kracie
Foods, Ltd.)

Dec. 2005

Joined the Company

Mar. 2008

General Manager of R&D Dept., Sales &Marketing Div.

June 2010

Executive Officer

June 2012

Director

Mar. 2013

General Manager of Sales & Marketing Div.

Apr. 2015

Representative Director and President(current position)

July 2015

Executive Officer (current position)

Number ofCompany shares
held

49,096 shares<Reasons for nomination as candidate for Director>
Koichi Ogata has been involved in a wide range of operations since joining theCompany, including sales and development work, and has served as theCompany’s Representative Director and President since 2015. He demonstrates
strong leadership in the overall management of the Group, makes important
decisions, executes operations, and supervises management. The Company has
nominated him as a candidate for Director with the belief that he will continue
to drive the improvement of corporate value and the further development of theGroup based on his extensive experience and knowledge.

-5-Candidate
No.

2

Name
(Date of birth)

Yoshihisa Sugimoto(January 23, 1964)
Reelection

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1986

Joined the Company

Sept. 2006

General Manager of Sales Dept. of Sales &Marketing Div.

June 2012

General Manager of Sales Dept. of Sales
Supervision Dept.

Mar. 2013

General Manager of Sales Dept. of Sales &Marketing Div.

June 2014

Executive Officer (current position)

Mar. 2015

General Manager of Sales & Marketing Div.

June 2016

Director (current position)

Mar. 2020

General Manager of Food Solution Div.

Mar. 2021

General Manager of Food Solution Div. andGeneral Manager of Product Planning Dept.

July 2021

General Manager of Food Solution Div.

Mar. 2023

General Manager of Business Development
Div. (current position)

Number ofCompany shares
held

21,378 shares<Reasons for nomination as candidate for Director>
Yoshihisa Sugimoto has many years of extensive business experience in theSales Dept., including domestic and international sales, and has served as a
Director of the Company since 2016. He also currently serves as General
Manager of Business Development Div. As a Director, he makes important
decisions, executes operations, and supervises management. The Company has
nominated him as a candidate for Director with the belief that he will continue
to play an appropriate role toward the further improvement of corporate value
based on his extensive experience and knowledge.

3

Hidenori Takemiya(January 24, 1965)
Reelection

Apr. 1988

Joined the Company

Sept. 2006

General Manager, assistant to Adhesives Div.
(Seconded to Nitta Findley Co., Ltd.
(currently Bostik-Nitta Co., Ltd.))

Sept. 2007

General Manager of Adhesives Div.

June 2010

Executive Officer (current position)

Mar. 2013

General Manager of Peptide Div.

Mar. 2017

General Manager of Global Production
Management Dept. of Manufacturing Div.

May 2018

General Manager of Manufacturing Div. andGeneral Manager of Global Production
Management Dept.

June 2018

Director (current position)

Mar. 2020

General Manager of Health Support Div.

Jan. 2023

General Manager of Health Support Div. andManufacturing Div.

Mar. 2023

General Manager of Manufacturing Div.
(current position)

20,635 shares<Reasons for nomination as candidate for Director>
Hidenori Takemiya has led the adhesives and peptide business for many years,
and has worked to grow and develop business to realize the Group’s strategy.
He has served as a Director of the Company since 2018. He concurrently serves
as General Manager of Manufacturing Div. As a Director, he makes important
decisions, executes operations, and supervises management. The Company has
nominated him as a candidate for Director with the belief that he will continue
to play an appropriate role toward the further improvement of corporate value
based on his extensive experience and knowledge.

-6-Candidate
No.

4

Name
(Date of birth)

Kazuya Hayashi(October 8, 1968)
New election

Yoichiro Sakuma(September 4, 1955)
5

Reelection
OutsideIndependent

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1992

Joined the Company

Mar. 2018

General Manager of Research Dept. of
Research & Development Center

Mar. 2020

Executive Officer (current position)

Mar. 2020

General Manager of Research &Development Center (current position)

Number ofCompany shares
held4,073 shares<Reasons for nomination as candidate for Director>
Since joining the Company, Kazuya Hayashi has had a wide range ofexperience in the adhesives business and research and development, and has
served as an Executive Officer of the Company since 2020, where he also
currently serves as General Manager of Research & Development Center. In
addition, he has been significantly involved in making decisions on importantmanagement matters, such as by leading the formulation of long-term businessplans as an Executive Officer. The Company has nominated him as a candidate
for Director with the belief that he will play an appropriate role toward thefurther improvement of corporate value based on his extensive experience andknowledge.
Apr. 1980

Joined Nitto Electric Industrial Co., Ltd.
(currently Nitto Denko Corporation)

June 2006

Vice President

June 2010

Vice President, Board Member

June 2011

Senior Vice President, Board Member

June 2013

Executive Vice President, Board Member

June 2015

Senior Executive Vice President

June 2018

Outside Director of the Company (current
position)

June 2018

Outside Director of YAMAICHIELECTRONICS CO., LTD. (current
position)

2,477 shares<Reasons for nomination as candidate for outside Director and expected roles>
Yoichiro Sakuma has been involved in the management of Nitto Denko
Corporation. The Company has nominated him as a candidate for outside
Director with the belief that he will continue to appropriately carry out his workin areas such as making decisions on important management matters andsupervising the execution of business based on his experience and insight as amanager cultivated throughout his career.
In addition, as a chairman of both the Remuneration Advisory Committee andNomination Advisory Committee, he is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based on
his experience and knowledge.

-7-

Candidate
No.

Name
(Date of birth)

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

Joined Procter & Gamble Far East Inc.
(currently The P&G Japan Limited)

Sept. 1995

Marketing Manager of Marketing
Headquarters

Sept. 1997

Marketing Director of Marketing
Headquarters

July 2004

Brand-building Integrated Communication
Asia Associate Director of Marketing
Headquarters

Sept. 2009

Brand-building Integrated Communication
Asia Associate Director of Procter & Gamble
International Operations Marketing
Headquarters

June 2019

Outside Director of the Company (current
position)

Yoko Hori(March 1, 1964)
6

Reelection
OutsideIndependent

Number ofCompany shares
held

651 shares<Reasons for nomination as candidate for outside Director and expected roles>
Yoko Hori has not been involved in the management of a company in the past
except as an outside officer; however, the Company has nominated her as a
candidate for outside Director with the belief that she will continue toappropriately carry out her work in areas such as making decisions on importantmanagement matters and supervising the execution of business based on her
extensive knowledge and experience gained at a major foreign company and her
perspective as a management consultant.
In addition, as a member of both the Remuneration Advisory Committee andNomination Advisory Committee, she is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based onher experience and knowledge.

-8-

Candidate
No.

Name
(Date of birth)

Career summary, and position and responsibility in the
Company(Significant concurrent positions outside the Company)
Apr. 1981

Joined Fujizoki Pharmaceutical, Co., Inc.

Mar. 2001

Director of Fujirebio Inc.

Mar. 2001

Director of Fujirebio US Inc.

Feb. 2002

Managing Director of Fujirebio Inc.

Mar. 2003

Representative Director and President

June 2005

Established Miraca Holdings Inc.

Number ofCompany shares
held

Representative Director and Executive
President

Hiromasa Suzuki(September 21, 1956)
7

Reelection
OutsideIndependent

July 2005

Representative Director and President of
Fujirebio Inc.

June 2006

Director of SRL, Inc.

Oct. 2016

Director and Executive Officer of Miraca
Holdings Inc.

June 2017

Director

June 2018

Senior Advisor

June 2021

Outside Director of CHORI CO., LTD.

June 2022

Outside Director (Audit & Supervisory
Committee Member) (current position)

June 2022

Outside Director of the Company (current
position)– shares<Reasons for nomination as candidate for outside Director and expected roles>
Hiromasa Suzuki has extensive experience in group management, having been
involved in the management of Fujirebio Inc. and leading the establishment of
Miraca Holdings Inc. The Company has nominated him as a candidate foroutside Director with the belief that he will continue to carry out his work
appropriately in areas such as making decisions on important management
matters and supervising the execution of business based on his experience andinsight as a manager cultivated throughout his career.
In addition, as a member of both the Remuneration Advisory Committee andNomination Advisory Committee, he is expected to deliberate from thestandpoint of an outside Director and provide advice and suggestions based on
his experience and knowledge.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Yoichiro Sakuma, Yoko Hori, and Hiromasa Suzuki are candidates for outside Director.
3. Yoichiro Sakuma, Yoko Hori and Hiromasa Suzuki are currently outside Directors of the Company. Their terms ofoffice as outside Directors will be five years for Yoichiro Sakuma, four years for Yoko Hori and one year for
Hiromasa Suzuki upon the close of this Annual General Meeting of Shareholders.
4. Article 29 of the Company’s Articles of Incorporation stipulates that the Company may enter into liability
limitation agreements with outside Directors so that they can fully carry out their expected roles. Accordingly,
Yoichiro Sakuma, Yoko Hori and Hiromasa Suzuki have entered into an agreement with the Company to limit
their liability for damages under Article 423, paragraph 1 of the Companies Act, pursuant to Article 427, paragraph
1 of said Act. The maximum amount of liability for damages under said agreements is the amount stipulated bylaw. If the candidates are reelected as Directors at this Annual General Meeting of Shareholders, the current liability
limitation agreement will be continued.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company withall Directors and Audit & Supervisory Board Members of the Company and its subsidiaries as the insured, as
stipulated in Article 430-3, paragraph 1 of the Companies Act. The policy will cover indemnification and litigation
expenses incurred by the insured as a result of claims for damages due to acts committed by the insured in theircapacity as an officer of the Company (including failure to act). Upon election, each candidate will become an
insured under the said insurance policy. In addition, when renewing the said policy, the Company plans to do sowith the same coverage.
6. The Company has reported Yoichiro Sakuma, Yoko Hori and Hiromasa Suzuki as independent officers stipulated
in the regulations of the Tokyo Stock Exchange. If this proposal is approved and the candidates are reappointed as
outside Directors, the Company will continue to report them as independent officers. The Company’s-9-

“Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members” is as describedon page 16.
7. The positions, responsibilities, and significant concurrent positions outside the Company held by each candidate
who is currently a Director of the Company are as follows.
Candidate
No.

Name

Responsibility in the Company and significant concurrent
positions outside the Company

Position

1

Koichi Ogata

Representative
Director andPresident

Executive Officer, In management of Research &Development Center and Corporate Planning Dept.

2

Yoshihisa
Sugimoto

Director

Executive Officer, General Manager of Business
Development Div.

3

Hidenori
Takemiya

Director

Executive Officer, General Manager of Manufacturing Div.

5

Yoichiro Sakuma Outside Director

6

Yoko Hori

7

Hiromasa Suzuki Outside Director

Outside Director of YAMAICHI ELECTRONICS CO., LTD.

Outside Director
Outside Director (Audit & Supervisory Committee Member)of CHORI CO., LTD.

8. The number of the Company’s shares owned by each candidate is as of March 31, 2023. This number of shares
includes those held through the Nitta Gelatin Officer Stock Ownership Association.
9. The principal activities of each candidate who is currently an outside Director of the Company during this fiscal
year are as follows.
(1) Director Yoichiro Sakuma attended 16 out of 17 meetings of the Board of Directors (94.1%) held during thisfiscal year and actively made comments based on his extensive experience as a manager.
In addition, as a chairman of the Remuneration Advisory Committee and Nomination Advisory Committee,
he participates in deliberations from the standpoint of an outside Director and actively makes statements basedon his experience and knowledge.
(2) Director Yoko Hori attended all 17 meetings of the Board of Directors (100%) held during the fiscal year
under review and actively made comments based on her extensive knowledge and experience gained at amajor foreign company and her perspective as a management consultant.
In addition, as a member of the Remuneration Advisory Committee and Nomination Advisory Committee,
she participates in deliberations from the standpoint of an outside Director and actively makes statements
based on her experience and knowledge.
(3) Director Hiromasa Suzuki attended 13 out of 14 meetings of the Board of Directors (92.8%) held since his
appointment on June 28, 2022 during this fiscal year and actively made comments based on his extensive
experience as management.
In addition, as a member of the Remuneration Advisory Committee and Nomination Advisory Committee, heparticipates in deliberations from the standpoint of an outside Director and actively makes statements basedon his experience and knowledge.

- 10 -

Proposal 3

Election of Two Audit & Supervisory Board Members

As the terms of office of Audit & Supervisory Board Members Kazuya Inoue and Kuniki Sato will expire at
the conclusion of this General Meeting of Shareholders, the Company proposes the election of two Audit &Supervisory Board Members.
For the submission of the Proposal, consent of the Audit & Supervisory Board has been obtained.
The candidates for Audit & Supervisory Board Members are as follows:
Candidate
No.

1

Name
(Date of birth)

Kazuya Inoue(June 6, 1963)
Reelection

Career summary and position at the Company(Significant concurrent positions outside the Company)
Apr. 1986

Joined the Company

Mar. 2000

Accounting Section Manager, Administration
Department of General Management Div.

Apr. 2011

Seconded to Nitta Gelatin Holding Inc.

Sept. 2013

Team Leader, Finance Department ofGeneral Management Div.

June 2022

Standing Audit & Supervisory Board
Member (current position)

Number ofCompany shares
held

6,013 shares<Reasons for nomination as candidate for Audit & Supervisory Board
Member>Kazuya Inoue is nominated as a candidate for the position of Audit &Supervisory Board Member because he has been engaged in finance andaccounting operations for many years and has considerable knowledge offinance and accounting as well as experience of working at overseas
subsidiaries of the Company, and we therefore believe that he will continue toperform his duties appropriately as an Audit & Supervisory Board Member.

- 11 -

Candidate
No.

Name
(Date of birth)

Kuniki Sato
(January 25, 1943)
2

Reelection
OutsideIndependent

Career summary and position at the Company(Significant concurrent positions outside the Company)
Apr. 1966

Joined the Bank of Japan

June 1992

Senior Examiner

June 1993

Director and General Manager of Inspection
Department, The Ogaki Kyoritsu Bank, Ltd.

June 1996

Director

June 1996

Director and President of Kyoritsu ResearchInstitute, Ltd (currently OKB ResearchInstitute, Ltd.)

June 2001

Managing Director of The Ogaki Kyoritsu
Bank, Ltd.

June 2004

Standing Corporate Auditor

June 2019

Outside Audit & Supervisory Board Memberof the Company (current position)

Number ofCompany shares
held

1,963 shares<Reasons for nomination as candidate for Outside Audit & Supervisory Board
Member>Kuniki Sato is nominated as a candidate for the position of Audit & Supervisory
Board Member, because of his extensive knowledge, experience, etc. as
management, and we therefore believe that he will continue to perform his
duties appropriately as an outside Audit &Supervisory Board Member.
Notes:

1. There is no special interest between any of the candidates and the Company.
2. Kuniki Sato is a candidate for Outside Audit & Supervisory Board Member.
3. Kuniki Sato is currently an outside Audit & Supervisory Board Member of the Company, and his term of office asan outside Audit & Supervisory Board Member will be four years at the conclusion of this Annual Meeting of
Shareholders.
4. Article 41 of the Company’s Articles of Incorporation stipulates that the Company may enter into liability
limitation agreements with outside Audit & Supervisory Board Members so that they can fully carry out their
expected roles. Accordingly, Kuniki Sato has entered into an agreement with the Company to limit his liability fordamages under Article 423, paragraph 1 of the Companies Act, pursuant to Article 427, paragraph 1 of said Act.
The maximum amount of liability for damages under said agreements is the amount stipulated by law. If thecandidate is reelected as Audit & Supervisory Board Member at this General Meeting of Shareholders, the current
liability limitation agreement will be continued.
5. The Company has entered into a directors and officers liability insurance policy with an insurance company withall Directors and Audit & Supervisory Board Members of the Company and its subsidiaries as the insured, as
stipulated in Article 430-3, paragraph 1 of the Companies Act. The policy will cover indemnification and litigation
expenses incurred by the insured as a result of claims for damages due to acts committed by the insured in theircapacity as an officer of the Company (including failure to act). Upon election, each candidate will become an
insured under the said insurance policy. In addition, when renewing the said policy, the Company plans to do sowith the same coverage.
6. The Company has reported Kuniki Sato as an independent officer stipulated in the regulations of the Tokyo Stock
Exchange. If this proposal is approved and the candidate is reappointed as outside Audit & Supervisory Board
Member, the Company will continue to report the candidate as an independent officer. The Company’s“Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members” is as describedon page 16.

- 12 -

[Reference]
Skill Matrix
The Skill Matrix is a summary of the experience and expertise required of officers in order to achievesustainable enhancement of the Company’s corporate value.
Each skill item will be reviewed from time to time, considering the external environment and the Company’ssituation.
Upon approval of Proposal 2 and Proposal 3, the skill matrix of Directors and Audit & Supervisory Board
Members shall be as follows.
Name

Position

Corporate
Management

Finance/
Accounting

Koichi Ogata

Representative
Director andPresident○○

Director○

Director○

Kazuya Hayashi

Director○

Yoichiro Sakuma

Outside Director○

Yoko Hori

Outside Director

Hiromasa Suzuki

Outside Director

Yoshihisa
Sugimoto
Hidenori
Takemiya

Kazuya Inoue
Kuniki Sato
Jyunko Taki

Standing Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member
Outside Audit &Supervisory
Board Member

GlobalR&D

Sales/
Marketing

○

○
○

○

○

○
○

○

○

○

○

○

○
○

○

Technology/
Production○○- 13 -○

<Description of skill items>
1. Corporate Management
Knowledge and experience as an executive officer of a listed company (overall optimization, decisionmaking from a medium- to long-term perspective, leadership)
2. Finance/Accounting
Knowledge and experience necessary for management and supervision
3. Global
Knowledge and experience necessary for the Company to further increase its overseas proportion(communication with local bases, leadership)
4. Technology/Production
Knowledge and experience necessary for fundamental operations in the manufacturing industry(knowledge on technology, execution of production projects, planning and execution of optimal
production)
5. R&D
Knowledge and experience required as a source of growth potential for the Company (knowledge andexploration of new technology, new product development, commercialization)
6. Sales/Marketing
Knowledge and experience necessary to drive the entire company (planning and executing sales andmarketing strategies with an eye on market and customer trends)- 14 -

Proposal 4

Election of one Substitute Audit & Supervisory Board Member

If the number of Audit & Supervisory Board Members is not sufficient as stipulated by law, the Company
proposes to elect one substitute Audit & Supervisory Board Member. In addition, this election may be
revoked by resolution of the Board of Directors with consent of the Audit & Supervisory Board only prior to
the appointment of the Audit &Supervisory Board Member.
For the submission of the Proposal, consent of the Audit & Supervisory Board has been obtained.
The candidate for substitute Audit & Supervisory Board Member is as follows:
Name(Date of birth)

Career summary(Significant concurrent positions outside the Company)
Apr. 1985

Naoya Matsumoto(October 19, 1962)

Number ofCompany shares
held

Worked at Matsuyama University of Commerce(currently Matsuyama University)

Oct. 2016

General Manager of Finance Department

Dec. 2016

Councilor (current position)

Jan. 2020

Director (current position)

Apr. 2020

Secretary General (current position)

Apr. 2020

Managing Director (current position)– shares<Reasons for nomination as candidate for substitute Outside Audit & Supervisory
Board Member>
Naoya Matsumoto is nominated as a candidate for substitute Outside Audit &Supervisory Board Member because he is expected to play a role in ensuring
appropriateness and fairness of the Company’s management based on his knowledge
and experience accumulated over many years in school management. Although he has
no direct experience of being involved in the management of a company, for thereasons stated above, we believe that he will properly perform his duties as an outside
Audit & Supervisory Board Member.

Notes:

1. There is no special interest between the candidate and Company.
2. Naoya Matsumoto is a candidate for substitute Outside Audit & Supervisory Board Member.
3. Article 41 of the Company’s Articles of Incorporation stipulates that the Company may enter into liability
limitation agreements with outside Audit & Supervisory Board Members so that they can fully carry out their
expected roles. If Naoya Matsumoto is appointed as an Audit & Supervisory Board Member, the Company plans
to execute an agreement with him to limit his liability for damages under Article 423, Paragraph 1 of the Companies
Act, pursuant to Article 427, Paragraph 1 of the said Act. The maximum amount of liability for damages based onsuch agreement shall be the amount stipulated by law.
4. The Company has entered into a directors and officers liability insurance policy with an insurance company withall Directors and Audit & Supervisory Board Members of the Company and its subsidiaries as the insured, as
stipulated in Article 430-3, paragraph 1 of the Companies Act. The policy will cover indemnification and litigation
expenses incurred by the insured as a result of claims for damages due to acts committed by the insured in theircapacity as an officer of the Company (including failure to act). If Naoya Matsumoto is appointed as an Audit &Supervisory Board Member, he will be an insured under the policy. In addition, when renewing the said policy,
the Company plans to do so with the same coverage.

- 15 -

[Reference]
Independence Criteria for Outside Directors and Outside Audit & Supervisory Board Members
Independence criteria for outside Directors and outside Audit & Supervisory Board Members at the Company
are that they must not fall under any of the following and must be independent of the Company’s management.
1.

Executives of the Company and its affiliates (hereinafter referred to as “our Group”)

2.

A person to whom our Group is a major transaction partner or its executives, or our Group’s majortransaction partner or its executives

3.

Consultants, accounting experts, or legal experts who receive a large amount of money or other assets
from our Group other than the remuneration for their services (in the case of a corporation, association,etc., a person who belongs to such organization)

4.

Any person who has fallen under 1 to 3 in the past three years

5.

A close relative of any of the following (1) through (3) (excluding immaterial persons):(1) Any person listed in 1 through 4(2) Any person who is an important business executive of our Group(3) Any person who has fallen under (2) in the past three years*

Executives shall mean Directors (excluding outside Directors), Executive Officers, employees, or any
other persons who execute the Company’s business.

*

Major transaction partner shall mean a party whose transaction amount in the most recent fiscal year
exceeds 2% of the Company’s or the transaction partner’s consolidated net sales.

*

A large amount of money or other assets shall mean the total value of assets exceeding 10 million yen
on average for the immediately preceding three fiscal years or 2% of the person’s net sales or total
revenues for the immediately preceding fiscal year, whichever is higher.

*

A close relative shall mean a relative within the second degree of kinship.

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