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

(Securities Code 6473)
June 1, 2023
(Start of electronic provision of documents: May 30, 2023)
To Shareholders with Voting Rights:
Kazuhiro Sato
President, Member of the Board
JTEKT Corporation
1-1 Asahi-machi, Kariya,
Aichi, JapanNOTICE OF
THE 123RD ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continuous support.
The 123rd Annual General Meeting of Shareholders of JTEKT Corporation (the “Company”) will be held as
follows.
In convening this general meeting of shareholders, the Company has taken measures for providing
information in electronic format (the “electronic provision measures”) and has posted matters subject to theelectronic provision measures on the following Company website.
The Company website
https://www.jtekt.co.jp/e/ir/f_report.html
In addition to the website shown above, the Company also has posted this information on the website ofTokyo Stock Exchange (TSE).
TSE website (Listed Company Search)https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you can exercise your voting rights by postal mail or via the Internet,
etc., so please follow “Guidance on Exercising Your Voting Rights” and exercise your voting rights by reference
to the Reference Documents for the General Meeting of Shareholders in the posted matters subject to theelectronic provision measures by no later than 5:30 p.m. on Wednesday, June 21, 2023, Japan time.
1. Date and Time:
2. Place:

Thursday, June 22, 2023 at 10:00 a.m., Japan timeHall, 1F of Main Office Building, JTEKT Head Office
1-1 Asahi-machi, Kariya, Aichi, Japan

3. Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s
123rd Fiscal Year (April 1, 2022–March 31, 2023) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board for the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 123rd Fiscal Year
(April 1, 2022–March 31, 2023)
Proposals to be resolved:
Election of 6 Directors
Proposal 1:
Election of 2 Audit & Supervisory Board Members
Proposal 2:
Election of 1 Substitute Audit & Supervisory Board Member
Proposal 3:-1-

When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
Only our shareholders are allowed to enter the meeting place. Persons attending as proxies for shareholders
must be shareholders themselves. Shareholders who concurrently exercise the voting rights of othershareholders as proxies are kindly requested to submit the following: their Voting Rights Exercise Forms as
shareholders, their Voting Rights Exercise Forms for voting as proxies, and documents certifying their status asproxies.
Among the matters subject to electronic provision measures, the following matters will not beprovided in the paper copy to shareholders who made a request for delivery of documents inaccordance with the provisions of laws and regulations and the Articles of Incorporation of theCompany. These matters are included in Consolidated Financial Statements and Non-consolidated
Financial Statements audited by the Accounting Auditor and the Audit & Supervisory Board.

Notes to Consolidated Financial Statements

Notes to Non-consolidated Financial Statements
If any amendments are made to matters subject to the electronic provision measures, such
amendments will be posted on the respective websites where the matters are posted.
The contents of this Notice have been displayed on the websites before the notice was dispatchedby post, in order to make this information available early.
The results of the resolutions of this meeting will be posted on the Company’s website instead ofsending the written Notice of Resolutions of the Annual General Meeting of Shareholders.

The Company website ► https://www.jtekt.co.jp
The Company website (English) ► https://www.jtekt.co.jp/e/-2-

Guidance on Exercising Your Voting Rights
By Attending the Meeting

By Postal Mail

Via the Internet, etc.

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

Please enter your vote foror against each of the
proposals on the enclosed
Voting Rights Exercise
Form and return the Form.
If there is no indication ofyour approval ordisapproval of the
proposals on the Voting
Rights Exercise Form, we
will treat it as an indicationof your approval.

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

Date of the meeting:Deadline for voting:Deadline for voting:Thursday, June 22, 2023 at
10:00 a.m., Japan time

The Form must be received
by 5:30 p.m., Wednesday,June 21, 2023, Japan time.

The vote must be received by
5:30 p.m., Wednesday, June 21,2023, Japan time.

Note: If you are attending
the Meeting, you do not haveto exercise your voting rights
by postal mail or via theInternet.

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

-3-

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

Election of 6 Directors

The terms of office of all 6 Directors will expire at the conclusion of this Annual General Meeting of
Shareholders. Accordingly, the election of 6 Directors is proposed.
The candidates are as follows:

No.

Name

1

<Reappointed>

2<Reappointed>

3<Reappointed>

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

Current positions and responsibilities at the Company

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

Kazuhiro Sato

Iwao Okamoto

Director, Member of the Board

Yuichiro Kato

Director, Member of the Board

Kazunari Kumakura－*
CEO stands for Chief Executive Officer.
** CTO stands for Chief Technology Officer.
*** CISO stands for Chief Information Security Officer.

-4-

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1979

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

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

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

Number ofshares of theCompany held

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

52,784[Reasons for nomination as a candidate for Director]
Mr. Kazuhiro Sato has served as Representative Director of the Company sinceJune 2020 and has a good personality with high ethical standards and fairness, andhas extensive experience and considerable insight as a business manager. We
propose his re-election as Director, Member of the Board in order to strengthen
corporate governance of the Company and enhance corporate value sustainably
based on his broad perspective and high viewpoint, backed up by experience.
April 1986
Joined Toyota Motor Corporation
August 2010
General Manager, BR-Electric Vehicle/Charge System
Development Dept., Toyota Motor Corporation
April 2015
Managing Officer of the Company
October 2015 Executive Managing Officer
June 2016
Executive Director
January 2021
Senior Executive Officer, Member of the Board (to present)[Current responsibilities]
Chief Technology Officer (CTO), Chief Information Security Officer (CISO), Chiefof Research & Development Division and Chief of Automotive Business Unit;
Supervising Information Security Management Dept., Business Development Dept.,
Active Life Business Dept., Electrical Power Storage Device Dept., and Gear
Innovation Dept.
[Reasons for nomination as a candidate for Director]
Mr. Takumi Matsumoto has been engaged in corporate management as Director,
Member of the Board and has fulfilled his roles and responsibilities appropriately.
He has practical knowledge in products from working in the engineering anddevelopment divisions. He has also garnered extensive experience and considerable
insight through fulfilling his duties as Chief of Research & Development Division
and Chief of Automotive Business Unit of the Company. We therefore propose his
re-election as Director, Member of the Board in order to realize the sustainableenhancement of corporate value of the Company.

-5-

22,579No.

Name(Date of birth)

Koichi Yamanaka(March 13, 1964)
3<Reappointed>
Term of office as a
Director:
1 year

Iwao Okamoto(June 25, 1946)

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

Past experience, positions and responsibilities at the Company
April 1986
January 2010
April 2014
April 2016
April 2017
April 2018
April 2020
April 2021
April 2022

Number ofshares of theCompany held

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

12,189[Reasons for nomination as a candidate for Director]
Mr. Koichi Yamanaka has solid product knowledge cultivated in the procurement
field and experience garnered through his management experience at theCompany’s business management entities in North and Latin Americas, as well as
extensive experience through fulfilling his duties as Chief of Overseas Business
Manager. We therefore propose his re-election as Director, Member of the Board inorder to realize the sustainable enhancement of corporate value of the Company bymaximizing his extensive experience and considerable insight.
April 1970
Joined the Ministry of International Trade and Industry (MITI)(currently Ministry of Economy, Trade and Industry (METI))
September 1999 Director-General, Basic Industries Bureau, MITI
January 2001
Director-General, Manufacturing Industries Bureau, METI
July 2002
Director-General, Agency for Natural Resources and Energy
October 2003 Senior Executive Director, Japan Bank for International Cooperation
October 2005 Managing Executive Officer, SUMITOMO CORPORATION
April 2006
Senior Managing Executive Officer, SUMITOMOCORPORATION
June 2007
Representative Director, Senior Managing Executive Officer,
SUMITOMO CORPORATION
April 2009
Representative Director, Assistant to President and CEO,SUMITOMO CORPORATION
July 2009
President, Japan Cooperation Center for the Middle East (JCCME)
May 2011
President Executive, JAPAN-CHINA ECONOMIC
ASSOCIATION
June 2015
Director, Member of the Board of the Company (to present)
5,000[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Iwao Okamoto has extensive experience and considerable insight in industrial
and economic activities in Japan and abroad through his service in significant
positions in various organizations such as the Ministry of Economy, Trade andIndustry and the JAPAN-CHINA ECONOMIC ASSOCIATION. From thisperspective, his instructive comments, which are based on his extensive insight inindustrial and economic activities in Japan and abroad, have contributed toincreasing the effectiveness of the Board of Directors and the Council for
Enhancement of Corporate Value. He has attended the Executive Officer Personnel
Appointment Review Meeting and the Executive Remuneration Meeting as amember of those meetings, and provided appropriate engagement and advice. After
his election, the Company expects him to appropriately perform his duties such as
deciding important management matters, supervising business execution, and otheractivities as Outside Director of the Company. We therefore propose his re-election
as Outside Director, Member of the Board to enable him to duly supervise themanagement as Outside Director toward the sustainable enhancement of corporate
value of the Company.

-6-

No.

Name
(Date of birth)

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

Yuichiro Kato
(October 20, 1969)

5<Reappointed><Outside Director><Independent
Director>
Term of office as a
Director:
1 yearJoined Nichirei Corporation
Joined Daiko Advertising Inc.
Associate Professor of Industrial Strategy Engineering, Graduate
School of Engineering, Nagoya Institute of Technology
Visiting Researcher, Business Knowledge Bureau, Daiko
Advertising Inc.
January 2015
Member, The Deming Prize Examination Committee, Union ofJapanese Scientists and Engineers (to present)
October 2015 Representative Partner, Brand Design Lab. LLC (currently Brand
Design Co., Ltd.)Specially-appointed Professor, Industry-Academia-Government
Collaboration Center, Nagoya Institute of Technology
April 2018
Professor, Vocational Ability Development Institute, Polytechnic
University administrated by the Ministry of Health, Labour andWelfareMember, The Japan Quality Recognition Prize Examination
Committee, Union of Japanese Scientists and Engineers (to present)
November 2018 Representative Director, Brand Design Co., Ltd. (to present)
Professor, Project for Organization for Co-Creation Research andJune 2019Social Contribution, Nagoya Institute of Technology (to present)
Outside Director, Member of Audit and Supervisory Committee ofMay 2020
YASKAWA Electric Corporation
Outside Director, YASKAWA Electric Corporation
May 2021
Outside Director, Member of the Board of the Company (to present)
April 2022

Number ofshares of theCompany held

[Significant concurrent positions]Representative Director, Brand Design Co., Ltd.
[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Yuichiro Kato has a wealth of expertise and experience in the fields ofmarketing and quality control, which he has garnered through his career as aprofessor at the university and other institutions. Besides, he is versed with general
corporate management. He has provided us with advice and supervision on thecorporate management by fully exercising his extensive experience especially in thefield of branding and his considerable insight as a businessperson in order tosustainably increase the value of the Company. He has attended the Executive
Officer Personnel Appointment Review Meeting and the Executive Remuneration
Meeting as a member of those meetings, and provided appropriate engagement andadvice. After his election, the Company expects him to appropriately perform his
duties such as deciding important management matters, supervising businessexecution, and other activities as Outside Director of the Company. We therefore
propose his re-election as Outside Director, Member of the Board to enable him to
duly supervise the management as Outside Director toward the sustainableenhancement of corporate value of the Company.

-7-

0

No.

Name
(Date of birth)

Past experience, positions and responsibilities at the Company
April 1985
January 2011
June 2016
June 2019
April 2020
July 2020

Kazunari Kumakura(January 21, 1962)
6

Number ofshares of theCompany held

Joined Toyota Motor Corporation
General Manager of Materials & Facilities Purchasing Div., Toyota
Motor Corporation
Managing Officer, TOYOTA INDUSTRIES CORPORATIONManaging Officer, TOYOTA INDUSTRIES CORPORATION
Deputy Chief Officer of Purchasing Group, Toyota Motor
Corporation
Chief Officer of Purchasing Group, Toyota Motor Corporation (topresent)0<Newly appointed><Outside Director>[Reasons for nomination as a candidate for Outside Director and expected roles]
Mr. Kazunari Kumakura has a wealth of expertise and experience in the
procurement field cultivated through his long career in Toyota Motor Corporation
and broad experience garnered through transfer, including temporary transfer, tooverseas subsidiaries and affiliate companies in Japan. We therefore propose hiselection as Outside Director, Member of the Board with expectation that he will
provide us with advice and supervision on the corporate management by fully
exercising his extensive experience and his deep insight in order to sustainably
increase the value of the Company.

(Notes)1. No conflicts of interest exist between the Company and candidates.
2. Messrs. Iwao Okamoto, Yuichiro Kato, and Kazunari Kumakura are candidates for Outside Directors.
Terms of office of Mr. Iwao Okamoto as Outside Director will reach eight years at the conclusion of this meeting, andthat of Mr. Yuichiro Kato will reach one year at the conclusion of this meeting.
3. Messrs. Iwao Okamoto and Yuichiro Kato are candidates for Independent Directors under the provisions of the TSE, etc.
4. The Company has concluded liability limitation agreements with Mr. Iwao Okamoto and Mr. Yuichiro Kato to limit their
liability as stipulated in article 423-1 of the Companies Act up to the minimum liability amount stipulated in article 4251 of the Companies Act, in accordance with the Articles of Incorporation. If the election of Mr. Iwao Okamoto and Mr.
Yuichiro Kato is approved under this proposal, the Company intends to conclude the same liability limitation agreementwith them.
5. The Company plans to concluded liability limitation agreements with Mr. Kazunari Kumakura to limit his liability as
stipulated in article 423-1 of the Companies Act up to the minimum liability amount stipulated in article 425-1 of theCompanies Act, in accordance with the Articles of Incorporation if the election of Mr. Kazunari Kumakura is approved
under this proposal.
6. The Company has concluded a directors and officers liability insurance contract with an insurance company and fullybears the insurance premiums. This insurance contract covers damages and litigation expenses in the event that a claim
for damages is made against the insured due to an act (including omission) committed by the insured in his/her capacity
as a director or an officer of the company. The Company, however, takes measures to ensure that the appropriateness ofthe execution of duties by directors and officers is not impaired by excluding from the scope of compensation any
damage caused by directors or officers who have committed criminal acts such as bribery or intentionally committed
illegal acts. If the election of the candidates is approved under this proposal, the Company will insure them under thisinsurance contract.
In addition, the Company plans to renew the insurance policy with the same details at the time of next renewal.
7. The terms of office of the Directors are stated as of the conclusion of this meeting.

-8-

(Reference) Management Structure after Proposal 1 is approved (tentative)
To ensure a balance and diversity of knowledge, experience, skills among Directors, Members of the Board
is vital to the sustainable growth of, and medium- to long-term improvement of the corporate value of JTEKT
as a monozukuri company. With careful consideration of their experience and expertise in organizational
management that are regarded as pivotal in the corporate management, we have elected directors with diverse
background.

Name

Kazuhiro
Sato

TakumiMatsumoto

Koichi
Yamanaka

Title

President,
Member of
the Board
SeniorExecutive
Officer,Member of
the Board
SeniorExecutive
Officer,Member of
the Board

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

●

●

●

●

●

●

●

●

●

Iwao
OkamotoOutsideDirector●●

Yuichiro
Kato

OutsideDirector●●●

Kazunari
Kumakura

OutsideDirector

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

-9-

●

●

●

●

●

●

Proposal 2:

Election of 2 Audit & Supervisory Board Members

As Mr. Kazuhisa Makino will resign as Audit & Supervisory Board Member for personal reasons and theterms of office of another Audit & Supervisory Board Member, Ms. Yumiko Sakurai will expire at theconclusion of this General Meeting of Shareholders, we propose the election of 2 Audit & Supervisory Board
Members.
The Audit & Supervisory Board has consented to the submission of this proposal.
The candidates are as follows:
No.

Name

1

<Reappointed><Outside Audit & Supervisory Board Member><Independent Director>

Yumiko Sakurai

2<Newly appointed>

Koichi Tsujita- 10 -

No.

Name(Date of birth)

Yumiko Sakurai(March 1, 1969)

1<Reappointed><Outside Audit &Supervisory Board
Member><Independent
Director>
Term of office as an
Audit & Supervisory
Board Member:
4 years2

Koichi Tsujita(October 9, 1967)<Newly appointed>

Past experience and positions at the Company
October 1992
April 1996
January 2000
June 2019

Number ofshares of theCompany held

Joined Ito Accounting Office (currently KPMG AZSA LLC)
Registered as Certified Public Accountant
President, Yumiko Sakurai Certified Public Accountant Office
Audit & Supervisory Board Member of the Company (to present)[Significant concurrent positions]
President, Yumiko Sakurai Certified Public Accountant OfficeOutside Director, PROTO CORPORATION
Outside Director, DAIKOKU DENKI Co., Ltd.
[Reasons for nomination as a candidate for Outside Audit & Supervisory Board
Member]Ms. Yumiko Sakurai has extensive insight in finance and accounting garneredthrough her career as a CPA. We expect her to oversee management of theCompany and provide us with appropriate suggestions and advices. We therefore
propose her re-election as Outside Audit & Supervisory Board Member. She has notengaged in corporate management in the past other than as an Outside Director or
Outside Audit & Supervisory Board Member. However, due to the above reasons,we therefore judge that she will be able to fulfill duties appropriately as an Outside
Audit & Supervisory Board Member.
April 1990
Joined the Company
January 2015
General Manager of Corporate Planning Dept.
July 2017
Temporarily transferred to JTEKT (THAILAND) CO., LTD.
July 2020
Executive Vice President of JTEKT ASIA PACIFIC CO., LTD.
July 2022
General Manager of Audit Dept. (to present)[Reasons for nomination as a candidate for Audit & Supervisory Board Member]
Mr. Koichi Tsujita has a wide experience in the human resources, business
operations and corporate planning of the Company as well as his management
experience at the Company’s business management entity in ASEAN region. He has
also garnered considerable insight through fulfilling his duties as General Manager
of Audit Dept. We have judged him qualified enough to fulfill his duties as Audit &Supervisory Board Member. We therefore propose his election as Audit &Supervisory Board Member.

5,000

2,707

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

- 11 -

Proposal 3:

Election of 1 Substitute Audit & Supervisory Board Member

In preparation for a shortage in the statutory number of Audit & Supervisory Board Members, we propose
the election of 1 substitute Outside Audit & Supervisory Board Member as a substitute for Mr. Yasushi Matsui,
Outside Audit & Supervisory Board Member, and Ms. Yumiko Sakurai who will be appointed as Outside Audit& Supervisory Board Member upon approval of Proposal 2 “Election of 2 Audit & Supervisory Board
Members.” In the event of her appointment as Audit & Supervisory Board Member, her term of office shall be
the remaining term of her predecessor. This resolution shall remain effective until the commencement of thenext Annual General Meeting of Shareholders; however, it may be revoked by a resolution of the Board of
Directors Meeting, with the consent of the Audit & Supervisory Board only before she is officially appointed
as Audit & Supervisory Board Member. The Audit & Supervisory Board has consented to the submission ofthis proposal.
The candidate is as follows:
Name(Date of birth)

Past experience and positions at the Company
April 1981
September 1986
January 2002
June 2020

Setsuko Yufu
(March 28, 1952)<Outside Audit &Supervisory Board
Member><Independent
Director>

Number ofshares of theCompany held

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

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

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

- 12 -