NOTICE OF THE 23rd ORDINARY
GENERAL MEETING OF SHAREHOLDERS

Note: This document has been translated from a part of the original Japanese version, and prepared only forthe convenience of non-Japanese speaking shareholders. In case of any discrepancy between thetranslation and the Japanese original, the latter shall prevail.

Securities Code: 6466
December 8, 2022
To Shareholders:Koumei Sasano
President, Representative Director

TVE Co., Ltd.
5-12-1, Nishitachibana-cho,Amagasaki-shi, Hyogo, Japan

Notice of the 23rd Ordinary General Meeting of Shareholders
We are pleased to announce the 23rd Ordinary General Meeting of Shareholders of TVE Co., Ltd. (the“Company”) to be held as described below.
You can exercise your voting rights in writing or by using the internet (by electromagnetic means).
Please review the attached Reference Documents for the General Meeting of Shareholders, indicate
your vote of approval or disapproval of each proposal on the enclosed voting form, and return thecompleted voting form so that it will reach us by 5:00 p.m., Thursday, December 22, 2022 (JST), or
follow the “Guidance on Exercising Voting Rights by Using the Internet” (in Japanese only) to enter
your vote of approval or disapproval of each proposal by 5:00 p.m., Thursday, December 22, 2022
(JST).

1. Date and Time:
2. Place:

Friday, December 23, 2022 at 10:00 a.m. (JST)Miyako Hotel Amagasaki, Ho-Oh South (3rd floor)
2-7-1, Showa-dori, Amagasaki-shi, Hyogo, Japan

3. Agenda for the Meeting:
Matters to be reported
1. The Business Report, Consolidated Financial Statements, and Audit Reportof Consolidated Financial Statements by the Financial Auditor and the Audit
and Supervisory Committee for the 23rd Fiscal Year (from October 1, 2021
to September 30, 2022)
2. The Non-consolidated Financial Statements for the 23rd Fiscal Year (fromOctober 1, 2021 to September 30, 2022)
Matters to be resolved
Proposal No. 1 Appropriation of Surplus
Proposal No. 2 Amendments to the Articles of Incorporation
Proposal No. 3 Election of Five Directors (Excluding Directors Who Are Audit andSupervisory Committee Members)
Proposal No. 4 Election of Three Directors Who Are Audit and Supervisory Committee
Members
Proposal No. 5 Election of One Substitute Director Who Is an Audit and Supervisory
Committee Member

1Measures to prevent the spread of the novel coronavirus disease (COVID-19)[Requests to shareholders]● In order to prevent the spread of COVID-19, you are strongly encouraged to consider
exercising your voting rights by mail (in writing) or via the internet (by electromagnetic means)
instead of attending the meeting in person.
● No gifts will be provided to shareholders at the venue.
[Measures by the Company at the meeting venue]● Shareholders who are not feeling well or have symptoms such as a cold or fever on the day ofthe event, are kindly requested to refrain from traveling to the meeting venue.
● We will take your temperature before reception at the meeting venue, and you may be refusedentry if it is 37.5 degrees Celsius or above.
● At the meeting venue, in order to prevent infection and the spread of the disease, we ask foryour cooperation in wearing face masks and using alcohol disinfectant. Personnel associatedwith the General Meeting of Shareholders of the Company will also be wearing masks.
● There will be fewer seats than usual at the meeting venue as they will be placed at a distancefrom each other.
* If future developments necessitate a major change in the way the General Meeting of
Shareholders will be run, shareholders will be informed via the Company’s website(https://www.toavalve.co.jp/).
Other notes● Pursuant to relevant laws and regulations and Article 16 of the Articles of Incorporation of theCompany, the following documents are not included in the documents attached to this noticesince they have been made accessible on the Company’s website (https://www.toavalve.co.jp/)
instead.
(1) “3. Systems for Ensuring Properness of Business Operations” of the Business Report(2) “Notes to Consolidated Financial Statements” attached to the Consolidated Financial
Statements(3) “Notes to Non-consolidated Financial Statements” attached to the Non-consolidated
Financial Statements
The documents attached to this notice make up only a part of what was audited for the Business
Report, the Consolidated Financial Statements, and the Non-consolidated Financial Statements
by the Audit and Supervisory Committee in the course of the preparation of its audit report.
Furthermore, these documents also make up only a part of what was audited for theConsolidated Financial Statements and the Non-consolidated Financial Statements by the
Financial Auditor in the course of the preparation of the financial audit report.
● If any modification(s) or amendment(s) are made to any of the Reference Documents for the
General Meeting of Shareholders, Business Report, Consolidated Financial Statements andNon-consolidated Financial Statements, the Company will post such modifications oramendments on the Company’s website (https://www.toavalve.co.jp/).
● Please note that instead of sending a “Notice of Voting Results” to shareholders by postal mail,the Company will disclose the results of the resolutions of the General Meeting of Shareholders
on the Company’s website (https://www.toavalve.co.jp/).
If you have any questions or doubts regarding the contents of Reference Documents for the General
Meeting of Shareholders, please send the Company an e-mail (address: tve@toavalve.co.jp).

2Reference Documents for the General Meeting of Shareholders
Proposals and Reference Information
Proposal No. 1

Appropriation of Surplus

Concerning profit distribution, the Company has a basic policy of bringing about maximum profit throughefficient use of optimal allocation of management resources and of providing stable dividends, andimplements a policy of paying dividends that allows shareholders to hold shares in a long-term and stablemanner.
For year-end dividends for the 23rd Fiscal Year, the Company has considered the dividends based on thedividend policy described above and, taking into account this fiscal year’s consolidated results and the funds
required for future business development, etc., it proposes a year-end dividend of ¥25 per share, consistingof ¥15 per common share of the Company and ¥10 per share as a commemorative dividend for the 100th
anniversary of the Company’s founding.
Since an interim dividend of ¥25 per share was paid for the fiscal year (including a commemorative dividendof ¥10 per share), total annual dividends will be ¥50 per share.
Year-end dividends
1. Type of dividend property
Cash
2. Allotment of dividend property to shareholders and the aggregate amount thereof¥25 per common share of the Company (ordinary dividend of ¥15 plus commemorative dividend of ¥10)
Total dividends of ¥58,351,325
3. Effective date of dividends of surplus
December 26, 2022

3

Proposal No. 2
1.

2.

Amendments to the Articles of Incorporation

Reasons for the proposal(1)

Since the revised provisions provided for in the proviso to Article 1 of the Supplementary
Provisions of the Act Partially Amending the Companies Act (Act No. 70 of 2019) were enforced
on September 1, 2022, the Company proposes to make the necessary amendments in preparation
for the introduction of the system for providing informational materials for the general meetingof shareholders in electronic format.

(2)

The Company has introduced an Executive Officer system to promote separation of supervisionand execution, and to facilitate prompt decision-making and clarification of responsibilities
related to business execution. As part of the Company’s efforts to improve the supervisory
function of the Board of Directors and establish a flexible execution system, the Company will
make the necessary changes to further clarify the roles and responsibilities of Directors andExecutive Officers.

(3)

Accompanying the aforementioned establishment and deletion of provisions, supplementaryprovisions will be established.

Details of the amendments
Details of the amendments are as follows.
(Underlined portions indicate amendments.)
Proposed Amendments

Current Articles of Incorporation
Articles 1 – 14

(Omitted)

Articles 1 – 14

(Persons authorized to convene a general meeting ofshareholders and Chairman)
Article 15(Unchanged)(Persons authorized to convene a general meeting ofshareholders and Chairman)
Article 15

1. The general meeting of shareholders shall be convened
and chaired by the Director-President.

1. The general meeting of shareholders shall be convened
and chaired by the Representative Director. If more than
one Representative Director is elected, the order of theRepresentative Directors shall be in accordance with theorder previously determined by the Board of Directors.
2. In the absence or disability of the Director-President,
2. In the absence or disability of the Representative
another Director (excluding a Director who is an Audit
Director, another Director (Excluding a Director Who is
an Audit and Supervisory Committee Member) shalland Supervisory Committee Member) shall convene andconvene and chair the general meeting of shareholders inchair the general meeting of shareholders in the orderthe order previously determined by the Board ofpreviously determined by the Board of Directors.
Directors.
(Internet Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders, Etc.)
Article 16 When the Company convenes a general
meeting of shareholders, if it discloses
information that is to be stated or presented in
the reference documents for the general
meeting of shareholders, business report, nonconsolidated financial statements andconsolidated financial statements through theinternet in accordance with the provisions
prescribed by the Ministry of Justice Order, it
may be deemed that the Company has provided
this information to shareholders.

(Deleted)4Current Articles of Incorporation(Newly established)

Proposed Amendments(Measures, Etc. for Providing Information in Electronic
Format)Article 16
1. When the Company convenes a general meeting ofshareholders, it shall take measures for providing
information that constitutes the content of reference
documents for the general meeting of shareholders, etc.
in electronic format.
2. Among items for which the measures for providing
information in electronic format will be taken, theCompany may exclude all or some of those items
designated by the Ministry of Justice Order fromstatements in the paper-based documents to be delivered
to shareholders who requested the delivery of paperbased documents by the record date of voting rights.

Articles 17 – 22

(Omitted)

Articles 17 – 22

(Unchanged)(Representative Director and Executive Director)(Representative Director)

Article 23

Article 23

1. The Board of Directors shall, by its resolution, select a1.
Representative Director from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).
2. The Board of Directors may, by its resolution, select2.
from among the Directors (excluding Directors who are
Audit and Supervisory Committee Members) one
Chairman of the Board and one Director-President, and a
few Director-Vice Presidents, Senior Managing Directors
and Managing Directors.

The Board of Directors shall, by its resolution, select a
Representative Director from among the Directors(excluding Directors who are Audit and Supervisory
Committee Members).
The Representative Director shall represent theCompany and execute the Company’s business.

(Executive Officer)(Executive Officer)

Article 24

Article 24

1. The Board of Directors may, by its resolution, appoint
Executive Officers, who shall share the responsibility forthe execution of the Company’s business.
(Newly established)
2. The Board of Directors shall, by its resolution, appoint
one President and Chief Executive Officer from among
the Executive Officers.
(Newly established)
3. The Board of Directors may, by its resolution, appoint a
Vice President and other Executive Directors fromamong the Executive Officers.
2. The relationship between the Company and the4. The relationship between the Company and the
Executive Officers shall be in accordance with separately
Executive Officers shall be in accordance with separately
established rules.
established rules.
1. The Board of Directors may, by its resolution, appoint
Executive Officers.

Article 25, Article 26(Omitted)

Article 25, Article 26

5(Unchanged)

Current Articles of Incorporation(Persons authorized to convene a Board of Directors andChairman)
Article 27

Proposed Amendments(Persons authorized to convene a Board of Directors andChairman)
Article 27

1. Unless otherwise provided by laws and regulations, a
1. Unless otherwise provided by laws and regulations, ameeting of the Board of Directors shall be convened andmeeting of the Board of Directors shall be convened andchaired by the Director-President.
chaired by the Representative Director.
2. In the absence or disability of the Director-President,
2. In the absence or disability of the Representative
another Director (excluding a Director who is an Audit
Director, another Director (excluding a Director who is
an Audit and Supervisory Committee Member) shalland Supervisory Committee Member) shall convene andconvene and chair a meeting of the Board of Directors inchair a meeting of the Board of Directors in the orderthe order previously determined by the Board ofpreviously determined by the Board of Directors.
Directors.
Articles 28 – 44

(Omitted)

Articles 28 – 44

(Newly established)(Unchanged)
Supplementary Provisions

1. Article 16 of the Articles of Incorporation (Internet
Disclosure and Deemed Provision of Reference
Documents for the General Meeting of Shareholders,Etc.) shall remain effective regarding any general
meeting of shareholders held on a date within six months
from September 1, 2022 (below, the “Date of
Enforcement”).
2. These Supplementary Provisions shall be deleted on thedate when six months have elapsed from the Date of
Enforcement or three months have elapsed from the dateof the general meeting of shareholders in the preceding
paragraph, whichever is later.

6

Proposal No. 3

Election of Five Directors (Excluding Directors Who Are Audit and Supervisory
Committee Members)

The terms of office of all six Directors (excluding Directors who are Audit and Supervisory Committee
Members. The same applies in this proposal.) will expire at the conclusion of this meeting.
Therefore, in order to speed up the decision-making process of the Board of Directors, the Company proposes
to reduce the number of Directors by one and to elect five Directors.
The Company’s Audit and Supervisory Committee had no matters to point out regarding this proposal.
The candidates for Director are as follows:
Candidate
No.

Name

Position and responsibility in the
Company
Reelection

1

2

3

4

Koumei Sasano

Representative Director-President, Chief
Executive Officer
Reelection

Akihiko Iida

Director, Managing Executive Officer,
General Manager of Administrative
Headquarters, In charge of Risk
Management, General Manager ofInternal Control

Reelection

Masaaki Kakutani

Director, Managing Executive Officer, incharge of Quality Assurance, Quality
Control Manager, Environmental
Management Manager

Toshiyuki Miyake

Director, Managing Executive Officer,
General Manager of Maintenance
Headquarters

Reelection

Reelection
5

Kazunori Okui

Reelection

Director

Candidate for Director to be reelected

7Candidate
No.

Name
(Date of birth)

Koumei Sasano(September 10, 1953)
Reelection

Career summary, position and responsibility
Mar. 1982

Joined Toa Engineering Co., Ltd.

Apr. 2010

Executive Officer, General Manager of Sales
Headquarters of the Company

Dec. 2012

Director, Managing Executive Officer, General
Manager of Sales Headquarters

July 2014

Director, Senior Managing Officer, General
Manager of Sales Headquarters

July 2014

Director of Toa Create Co., Ltd.

Oct. 2014

Director-President of Toa Valve Overseas Pte. Ltd.
(now TVE GLOBAL ASIA PACIFIC Pte. Ltd.)

Apr. 2015

Director, Senior Managing Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters of the Company

Dec. 2015

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters

June 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters and Reform
Promotion Headquarters, in charge of Maintenance
Headquarters

June 2016

Director of Toa Service Co., Ltd.

Sept. 2016

Director-Vice President, Executive Officer, General
Manager of Sales Headquarters, in charge ofMaintenance Headquarters of the Company

Dec. 2017

Representative Director-President, Chief Executive
Officer (present position)

1

Number of theCompany’s
shares owned

11,956 shares[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Koumei Sasano as a candidate for Director because it judged that hehas strong leadership capabilities and is highly reform-minded as Representative Director-President, Chief
Executive Officer, as well as having considerable business experience and knowledge gained while working at
the Company for many years, and that he is appropriate for being a manager who would help the Company
sustainably increase its corporate value.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.

8Candidate
No.

2

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1983

Joined Toa Valve Co., Ltd.

Dec. 2004

General Manager of Accounting Department of theCompany

Nov. 2007

Director of Toa Valve Overseas Pte. Ltd. (now TVE
GLOBAL ASIA PACIFIC Pte. Ltd.) (present
position)

Oct. 2008

Deputy General Manager of Administrative
Headquarters, General Manager of Accounting
Department, Chief of Corporate Planning Team of
the Company

July 2012

Executive Officer, General Manager of
Administrative Headquarters, Deputy General
Manager of “Seven Arrows Project”

Dec. 2014

Director-President of Toa Service Co., Ltd. (present
position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, Deputy
General Manager of “Seven Arrows Project” of theCompany

June 2016

Director of Toa Create Co., Ltd.

Akihiko Iida
(July 18, 1959)

Sept. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters of theCompany

Reelection

Dec. 2016

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, in chargeof Risk Management, General Manager of Internal
Control

Oct. 2019

Director of TVE Refine Metal Co., Ltd. (present
position)Mar. 2021

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, General
Manager of Internal Control of the Company

July 2021

Director of Toa Create Co., Ltd. (present position)

Dec. 2021

Director, Managing Executive Officer, General
Manager of Administrative Headquarters, In chargeof Risk Management, General Manager of Internal
Control of the Company (present position)

Jan. 2022

Company Auditor of Taiyo Dengyo Co., Ltd.
(present position)

Number of theCompany’s
shares owned

7,602 shares[Significant concurrent positions outside the Company]
Director-President of Toa Service Co., Ltd.
Director of TVE GLOBAL ASIA PACIFIC Pte. Ltd.
Director of TVE Refine Metal Co., Ltd.
Director of Toa Create Co., Ltd.
Company Auditor of Taiyo Dengyo Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Akihiko Iida as a candidate for Director because it judged that he has
considerable experience, accomplishments and knowledge in management and accounting & finance, gained
while having served in a supervisory position in finance & accounting and corporate planning over many years
at the Company, in addition to being qualified with respect to promoting management of the Group andstreamlining operations of the respective Group companies.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.

9Candidate
No.

Name
(Date of birth)

Masaaki Kakutani(January 15, 1959)

Career summary, position and responsibility
Apr. 1981

Joined Toa Engineering Co., Ltd.

Oct. 2008

General Manager of Valve Manufacturing
Department of Valve Manufacturing Headquarters,
Chief of General Safety and Health Team of theCompany

Apr. 2011

Deputy General Manager of Valve Manufacturing
Headquarters, General Manager of Valve
Manufacturing Department, Chief of General
Safety and Health Team

July 2012

Executive Officer, General Manager of SteelCasting Headquarters, Deputy General Manager ofValve Manufacturing Headquarters

Dec. 2014

Executive Officer, General Manager of Valve
Manufacturing Headquarters, in charge of SteelCasting Headquarters

Dec. 2015

Director of Toa Service Co., Ltd. (present position)

Dec. 2015

Director, Managing Executive Officer, General
Manager of Valve Manufacturing Headquarters, incharge of Steel Casting Headquarters, General
Safety and Health Team of the Company

Reelection
Jan. 2019

Director, Managing Executive Officer, General
Manager of Engineering Headquarters, in charge ofSteel Casting

Oct. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters

Oct. 2020

Director, Managing Executive Officer, in charge of
Quality Assurance

Dec. 2020

Director, Managing Executive Officer, in charge of
Quality Assurance, Quality Control Manager

June 2022

Director, Managing Executive Officer, in charge of
Quality Assurance, Quality Control Manager,
Environmental Management Manager (present
position)

3

Number of theCompany’s
shares owned

8,102 shares[Significant concurrent positions outside the Company]
Director of Toa Service Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Masaaki Kakutani as a candidate for Director because it judged that
he has a wealth of expertise and a diverse perspective based on his administration and supervision experience
related to maintenance, valve manufacturing and steel casting, which are the Company’s core businesses, inaddition to the ability to contribute to the Company’s sustainable growth and increased corporate value over the
medium to long term.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.

10Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Sept. 1983

Joined Toa Engineering Co., Ltd.

Apr. 2009

General Manager of Maintenance Department,
Maintenance Headquarters of the Company

July 2012

Counselor, Deputy General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Executive Officer, General Manager ofMaintenance Headquarters, General Manager ofMaintenance Department

Dec. 2015

Director of Toa Valve Overseas Pte. Ltd. (now TVE
GLOBAL ASIA PACIFIC Pte. Ltd.)

Apr. 2016

Executive Officer, General Manager ofMaintenance Headquarters of the Company

Dec. 2017

Director of Toa Service Co., Ltd.

Dec. 2017
Toshiyuki Miyake(October 13, 1959)

Director, Executive Officer, General Manager ofMaintenance Headquarters of the Company

Dec. 2018

Director of Toa Valve Overseas Pte. Ltd. (now TVE
GLOBAL ASIA PACIFIC Pte. Ltd.)

Reelection

Apr. 2019

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters, Chief of
Refine Metal Project Team, Business Development
Headquarters of the Company

Oct. 2019

Director

Oct. 2019

Representative Director and President of TVE
Refine Metal Co., Ltd.

Apr. 2021

Director, Managing Executive Officer, in charge ofSpecial Assignments from President, in charge of
Risk Management of the Company

Apr. 2021

Director of TVE Refine Metal Co., Ltd. (present
position)

Dec. 2021

Director, Managing Executive Officer, General
Manager of Maintenance Headquarters of theCompany (present position)

4

Number of theCompany’s
shares owned

10,608 shares[Significant concurrent positions outside the Company]
Director of TVE Refine Metal Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Toshiyuki Miyake as a candidate for Director because it judged that
he will make use of his considerable experience and broad knowledge related to maintenance, gained whileworking at the Company, in the management of the Company.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.

11Candidate
No.

Name
(Date of birth)Kazunori Okui
(October 11, 1965)

Career summary, position and responsibility
Mar. 1989

Joined Toa Valve Co., Ltd.

July 2012Manager of Sales Department and General Manager
of Tokyo Branch of Sales Headquarters of theCompany

July 2013

Deputy General Manager of Sales No.1 Department
and General Manager of Tokyo Branch of Sales
Headquarters

Oct. 2014

General Manager of Tokyo Branch of Sales
Headquarters

Oct. 2016

Deputy General Manager of Sales Headquarters andGeneral Manager of Tokyo Branch

Dec. 2017

Executive Officer, General Manager of Sales
Headquarters

June 2018

Executive Officer, General Manager of Sales
Headquarters and General Manager of Tokyo
BranchDec. 2019

Director of Toa Service Co., Ltd. (present position)

Dec. 2020

Director, Executive Officer, General Manager ofSales Headquarters and General Manager of Tokyo
Branch of the Company

Jan. 2021

Director (present position)

Jan. 2021

Director of TVE Refine Metal Co., Ltd.

Apr. 2021

Representative Director and President (present
position)

Reelection
5

Number of theCompany’s
shares owned

2,268 shares[Significant concurrent positions outside the Company]
Representative Director and President of TVE Refine Metal Co.,Ltd.
Director of Toa Service Co., Ltd.
[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director]
The Company once again nominated Mr. Kazunori Okui as a candidate for Director because it judged that hewill make use of his considerable experience in sales and broad knowledge related to the electric powerindustry, gained while working at the Company, in the management of the Company.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.
Note: The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act. The policy covers losses and costs incurred by insureds, including the Company’s
Directors, in cases where they are liable for damages arising from their performance of duties. However, as measures
to ensure that the appropriateness of the execution of the insureds’ duties is not impaired, the policy contains certain
reasons for coverage exclusion, such as performance of an illegal act with full knowledge of its illegality, where thelosses will not be covered. In the event that this proposal is approved as originally proposed and each candidate iselected and assumes the office of Director, each of them will continue to be an insured in the policy. The Company
plans to renew the said policy during their terms of office.

12

Proposal No. 4

Election of Three Directors Who Are Audit and Supervisory Committee Members

The terms of office of all three Directors who are Audit and Supervisory Committee Members will expire at
the conclusion of this meeting. At this juncture, it is proposed that three Directors who are Audit andSupervisory Committee Members be elected.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidates for Director who is an Audit and Supervisory Committee Member are as follows:
Candidate
No.

Name

Position and responsibility in the
Company
New election

1

Hiroyuki Tanaka

Project Management Department Senior
Advisor

Mitsuhiro Hamamoto

Director (Audit and Supervisory
Committee Member)

Reelection
2

OutsideIndependent
Reelection

3

Yukako Ikukawa

Director (Audit and Supervisory
Committee Member)

OutsideIndependent

Reelection

Candidate for Director to be reelected

New election

Candidate for Director to be newly elected

OutsideIndependent

Candidate for Outside Director
Independent officer as defined by the securities exchange

13

Candidate
No.

Name
(Date of birth)

Hiroyuki Tanaka(August 2, 1960)
New election
1

Career summary, position and responsibility
Mar. 1983

Joined Toa Valve Co., Ltd.

Oct. 2009

Deputy General Manager of Quality Assurance
Headquarters and Chief of Quality Assurance Teamof the Company

Apr. 2010

Deputy General Manager of Quality Assurance
Headquarters

Dec. 2010

Deputy General Manager of Quality Assurance
Headquarters and Chief of Quality Assurance Team

July 2012

Chief of Quality Assurance Division

Oct. 2013

Counselor, Deputy General Manager of SteelCasting Headquarters

Dec. 2014

Executive Officer, General Manager of SteelCasting Headquarters

July 2018

Executive Officer, in charge of Quality Assurance

Dec. 2018

Managing Executive Officer, in charge of Quality
Assurance

Oct. 2020

Managing Executive Officer, Chief of ProjectManagement Team

Oct. 2022

Project Management Department Senior Advisor(present position)

Number of theCompany’s
shares owned

200 shares[Significant concurrent positions outside the Company]–[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Director who is an Audit and Supervisory Committee Member]
The Company nominated Mr. Hiroyuki Tanaka as a candidate for Director who is an Audit and Supervisory
Committee Member because it judged that he has a wealth of experience and insight in quality andmanufacturing and that he will provide appropriate advice and guidance from a professional standpoint toimprove the Company’s management governance.

14

Candidate
No.

Name
(Date of birth)

Mitsuhiro Hamamoto(April 18, 1970)
Reelection
Outside Director

Career summary, position and responsibility
Oct. 2000

Registered as Attorney at Law

Oct. 2000

Joined Tadashi Yamada Law Office

Oct. 2004

Joined Kikkawa Law Office

Dec. 2014

Director of the Company

Dec. 2016

Director (Audit and Supervisory Committee
Member) of the Company (present position)

June 2017

Outside Audit & Supervisory Board Member of
Wacoal Holdings Corp. (present position)

Feb. 2019

Representative Attorney at Law of Hamamoto Law
Office (present position)

May 2019

Outside Auditor of Osaka-Hyogo Ready-Mixed
Concrete Industrial Association (present position)

Independent Director[Eight years in officeas Outside Director]

Number of theCompany’s
shares owned–[Significant concurrent positions outside the Company]
Representative Attorney at Law of Hamamoto Law OfficeOutside Audit & Supervisory Board Member of Wacoal Holdings
Corp.
Outside Auditor of Osaka-Hyogo Ready-Mixed Concrete
Industrial Association[Special interest in the Company]
The candidate has no special interest in the Company.
2[Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee
Member and overview of expected role]
Although Mr. Mitsuhiro Hamamoto has never been directly involved in the management of a company except
as an outside officer, the Company nominated him as a candidate for Outside Director who is an Audit andSupervisory Committee Member because it expected that he can make use of his experience and expertise as an
attorney at law to contribute to the enhancement of the Company’s governance system.
[Conclusion of a limited liability agreement]
In the event that Mr. Mitsuhiro Hamamoto is elected as Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into an agreement with his to limit his liability for damages as per
Article 423, paragraph (1) of the Companies Act in accordance with Article 427, paragraph (1) of theCompanies Act. The maximum liability amount for damages under said agreement shall be ¥1,000,000 or theminimum liability amount as per Article 425, paragraph (1) of the Companies Act, whichever is higher.
Currently, the Company and he have entered into an agreement to limit his liability for damages that is of thesame content as mentioned above.
[Candidate for Independent Director]
In the event that Mr. Mitsuhiro Hamamoto assumes the office of Director who is an Audit and Supervisory
Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning his
appointment as an Independent Director as provided for by the aforementioned exchange. He is currently an
Independent Director of the Company.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]He attended 16 of the 16 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 23rd Fiscal Year]He attended 15 of the 15 Audit and Supervisory Committee meetings held this fiscal year.

15

Candidate
No.

Name
(Date of birth)

Career summary, position and responsibility
Apr. 1997

Yukako Ikukawa(April 20, 1974)
Reelection
Outside Director
Independent Director[Six years in officeas Outside Director]

Number of theCompany’s
shares owned

Joined Orix Corporation

June 1998

Joined Saito Accounting Office

Sept. 2001

Joined Tadashi Furumoto Certified Public
Accounting and Tax Office (now Deloitte Tohmatsu
Tax Co.)Mar. 2003

Registered as Certified Tax Accountant

July 2012

Director of Deloitte Tohmatsu Tax Co.

Oct. 2015

Head of Yukako Ikukawa Tax Accountant Office(present position)

Dec. 2015

Company Auditor of the Company

Dec. 2016

Director (Audit and Supervisory Committee
Member) of the Company (present position)

June 2018

Senior Partner of KaimanaHila Limited Liability
Company (present position)

Mar. 2019

Outside Auditor & Supervisory Board Member ofEarth Corporation (present position)–[Significant concurrent positions outside the Company]
Head of Yukako Ikukawa Tax Accountant OfficeSenior Partner of KaimanaHila Limited Liability Company
Outside Auditor & Supervisory Board Member of Earth
Corporation
3[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for Outside Director who is an Audit and Supervisory Committee
Member and overview of expected role]
Although Ms. Yukako Ikukawa has never been directly involved in the management of a company, theCompany nominated her as a candidate for Outside Director who is an Audit and Supervisory Committee
Member because it expected that she can make use of her experience and expertise as a certified tax accountant
to contribute to the enhancement of the Company’s supervision and audit system.
[Conclusion of a limited liability agreement]
In the event that Ms. Yukako Ikukawa is elected as Outside Director who is an Audit and Supervisory
Committee Member, the Company will enter into an agreement with her to limit her liability for damages as
per Article 423, paragraph (1) of the Companies Act in accordance with Article 427, paragraph (1) of theCompanies Act. The maximum liability amount for damages under said agreement shall be ¥1,000,000 or theminimum liability amount as per Article 425, paragraph (1) of the Companies Act, whichever is higher.
Currently, the Company and she have entered into an agreement to limit her liability for damages that is of thesame content as mentioned above.
[Candidate for Independent Director]
In the event that Ms. Yukako Ikukawa assumes the office of Director who is an Audit and Supervisory
Committee Member, the Company plans to submit notification to the Tokyo Stock Exchange concerning her
appointment as an Independent Director as provided for by the aforementioned exchange. She is currently an
Independent Director of the Company.
[Attendance at Board of Directors meetings during the 23rd Fiscal Year]She attended 15 of the 16 Board of Directors meetings held this fiscal year.
[Attendance at Audit and Supervisory Committee meetings during the 23rd Fiscal Year]She attended 14 of the 15 Audit and Supervisory Committee meetings held this fiscal year.

Note: The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act. The policy covers losses and costs incurred by insureds, including the Company’s
Directors, in cases where they are liable for damages arising from their performance of duties. However, as measures
to ensure that the appropriateness of the execution of the insureds’ duties is not impaired, the policy contains certain
reasons for coverage exclusion, such as performance of an illegal act with full knowledge of its illegality, where thelosses will not be covered. In the event that this proposal is approved as originally proposed and each candidate iselected and assumes the office of Director, each of them will continue to be an insured in the policy. The Company
plans to renew the said policy during their terms of office.

16

[Reference]

Skills matrix of Board of Directors Meetings after General Meeting of Shareholders
If Proposals No. 3 and No. 4 are approved as proposed, the skills matrix of the Board of Directors will be as
follows.
Expertise/experience

Name

PositionIndependent
OutsideDirector

Corporate
management

Legal/
compliance

Koumei
SasanoRepresentative
DirectorPresident, Chief
Executive Officer●●

Akihiko Iida

Director,
Managing
Executive Officer●●

Masaaki
Kakutani

Director,
Managing
Executive Officer●

Toshiyuki
MiyakeDirector,
Managing
Executive Officer●

Kazunori
Okui

Director●

Hiroyuki
TanakaDirector, Fulltime Audit andSupervisory
Committee
MemberMitsuhiro
Hamamoto

Director, Audit
and Supervisory
Committee
Member●YukakoIkukawa

Director, Audit
and Supervisory
Committee
Member●Finance/accounting●

Personnel/
human
resourcesdevelopment

Sales/
marketing●●Technology
development/
production/
quality

Global/diversity

ESG/
sustainability

●

●

●

●
●

●

●

●
●
●

●

●
●

17

●

Proposal No. 5

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

It is proposed that one substitute Director who is an Audit and Supervisory Committee Member be elected tobe ready to fill a vacant position should the number of Directors who are Audit and Supervisory Committee
Members fall below the number required by laws and regulations.
In addition, the validity of this election can be nullified by the resolution of the Board of Directors if theconsent of the Audit and Supervisory Committee has been obtained; provided, however, that the candidate
has not yet assumed office.
The consent of the Audit and Supervisory Committee has been obtained for this proposal.
The candidate for substitute Director who is an Audit and Supervisory Committee Member is as follows:
Name(Date of birth)

Hiromi Suzuki(April 13, 1960)
Outside Director
Independent Director

Career summary, position and responsibility
Jan. 1986

Registered as Judicial Scrivener

Jan. 1986

Joined Suzuki Judicial Scrivener Office

Apr. 2005

Office Manager of Suzuki Judicial Scrivener Office(present position)[Significant concurrent positions outside the Company]
Judicial Scrivener of Suzuki Judicial Scrivener Office (Office Manager)
Outside Auditor of Tsutenkaku Kanko Co., Ltd.
President of HYOGO Shiho-Shoshi Lawyer’s Associations
Outside Audit & Supervisory Board Member of Fukuei Hiryo Co., Ltd.

Number of theCompany’s shares
owned

–

[Special interest in the Company]
The candidate has no special interest in the Company.
[Reasons for nomination as a candidate for substitute Outside Director who is an Audit and Supervisory Committee
Member and overview of expected role]
Although Mr. Hiromi Suzuki has never been directly involved in the management of a company except as an outside
officer, the Company nominated him as a candidate for substitute Outside Director who is an Audit and Supervisory
Committee Member because it expected that, in the event that he assumes the office of Outside Director who is an Audit
and Supervisory Committee Member, he will make use of his expertise and experience as a judicial scrivener to benefit
the Company’s supervision and audit system.
[Conclusion of a limited liability agreement]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company will enter into an agreement with him to limit his liability for damages as per Article 423, paragraph (1) of
the Companies Act in accordance with Article 427, paragraph (1) of the Companies Act. The maximum liability amountfor damages under said agreement shall be ¥1,000,000 or the minimum liability amount as per Article 425, paragraph (1)of the Companies Act, whichever is higher.
[Candidate for Independent Director]
In the event that Mr. Hiromi Suzuki assumes the office of Director who is an Audit and Supervisory Committee Member,the Company plans to submit notification to the Tokyo Stock Exchange concerning his appointment as an Independent
Director as provided for by the aforementioned exchange.
Note: The Company has entered into a directors and officers liability insurance policy as provided for in Article 430-3,
paragraph (1) of the Companies Act. The policy covers losses and costs incurred by insureds, including the Company’s
Directors who are Audit and Supervisory Committee Members, in cases where they are liable for damages arising fromtheir performance of duties. However, as measures to ensure that the appropriateness of the execution of the insureds’
duties is not impaired, the policy contains certain reasons for coverage exclusion, such as performance of an illegal act
with full knowledge of its illegality, where the losses will not be covered. In the event that this proposal is approved asoriginally proposed and the candidate assumes the office of Director who is an Audit and Supervisory Committee
Member, he will be an insured in the policy.

18