Note: This document has been translated from a part of the Japanese original for reference purposes only. In the event of any
discrepancy between this translated document and the Japanese original, the original shall prevail.

(Securities Code: 7952)
June 6, 2024
To Shareholders with Voting Rights:
Kentaro Kawai
President
Kawai Musical Instruments
Manufacturing Co., Ltd.
200 Terajima-cho, Chuo-ku, Hamamatsu,
Shizuoka, JapanNOTICE OF CONVOCATION OF
THE 97TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
This is to inform you of the 97th Annual General Meeting of Shareholders of Kawai Musical Instruments
Manufacturing Co., Ltd. (the “Company”). The meeting will be held for the purposes as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for providing information that
constitutes the content of reference documents for the general meeting of shareholders, etc. (items for which measuresfor providing information in electronic format are to be taken) in electronic format, and has posted the information
on each of the following websites. Please access either of the websites to view the information.
The Company’s website:

https://www.kawai.co.jp/ir/sokai/ (in Japanese)

TSE website (Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show (in Japanese)(Please access the above website, enter the issue name (company name) or securities code, and click “Search,” andthen click “Basic information” and select “Documents for public inspection/PR information.”)Website for posted informational materials for the general meeting of shareholders:
https://d.sokai.jp/7952/teiji/ (in Japanese only)
If you are unable to attend the meeting in person, you may exercise your voting rights in writing or via the Internet,
etc. Please review the Reference Documents for the General Meeting of Shareholders and exercise your voting rights
by 5:00 p.m. on Wednesday, June 26, 2024 (JST).
1. Date and Time: Thursday, June 27, 2024 at 10:00 a.m. (JST, the reception desk opens at 9:00 a.m.)
2. Venue:
Building No. 10 at the Company Headquarters located at
200 Terajima-cho, Chuo-ku, Hamamatsu,
Shizuoka, Japan
3. Meeting Agenda:
Matters to be reported:
1. The Business Report and Consolidated Financial Statements for the 97th Fiscal Year (from April 1, 2023 toMarch 31, 2024), and results of audits of the Consolidated Financial Statements by the Accounting Auditor
and the Board of Corporate Auditors
2. Non-consolidated Financial Statements for the 97th Fiscal Year (from April 1, 2023 to March 31, 2024)
Matters to be resolved:
Proposal 1:
Dividends of Surplus
Proposal 2:
Election of Eight Directors
Proposal 3:
Election of Two Corporate Auditors
Proposal 4:
Election of One Substitute Corporate Auditor-1-4. Other Matters concerning the General Meeting of Shareholders(1) If you arrange attendance by your proxy, please appoint one shareholder of the Company holding voting
rights. In this case, you are kindly requested to submit a document proving such proxy prior to the openingof the General Meeting of Shareholders.
(2) If you are diversely exercising your voting rights, please give notice in writing or by electromagnetic method
to the Company on your intention of such diverse exercise and the reasons therefor, no later than three days
prior to the date of the General Meeting of Shareholders.
(3) For this General Meeting of Shareholders, we have delivered paper-based documents stating the items
subject to measures for electronic provision to all shareholders, regardless of whether or not you haverequested them. Among the items subject to measures for electronic provision, “Systems and policies of theCompany” in the Business Report, Notes to Consolidated Financial Statements and Notes to Nonconsolidated Financial Statements are posted on the Company’s website (https://www.kawai.co.jp/ir/sokai/)(in Japanese) pursuant to the applicable laws and regulations as well as Article 15 of the Company’s Articles
of Incorporation. Therefore, they are not included in the Attachment of this Notice. The Business Report,
Consolidated Financial Statements and Non-consolidated Financial Statements audited by Corporate
Auditors and the Accounting Auditor include the aforementioned documents posted on the Company’s
website, in addition to those presented in the Attachment.
(4) Any amendment to the items subject to measures for electronic provision will be posted on either of thewebsites mentioned above.

Request to shareholders:

When attending the meeting, please submit the Voting Rights Exercise Form sent with this Notice to thereception desk.

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Reference Documents for the General Meeting of Shareholders
Proposal 1:

Dividends of Surplus

The Company’s basic principle is to provide shareholder returns with the aims of distributing stable dividends toshareholders based on the consolidated business results, while ensuring sufficient level of internal reserve forstabilizing the management base, in consideration of the business results of each fiscal year as well as the businessenvironment and business development in the future. Currently, the Company only pays year-end dividends, inprinciple.
The Company proposes to pay the year-end dividends as follows for the fiscal year under review based on suchprinciple, as a show of appreciation for the constant support by the shareholders.
Matters concerning the year-end dividends
Type of the dividend property:

CashMatters concerning the assignment of the dividend property and its amount(per common share of the Company):
Ordinary dividend:¥95
Total dividends:¥820,768,650
Effective date of the dividends of surplus:

June 28, 2024

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Proposal 2:

Election of Eight Directors

The terms of office of all eight incumbent Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of eight Directors is proposed.
The candidates for Directors are as follows.
No.

Name

Current positions1

Kentaro Kawai

Reappointment

2

Teruyuki Ito

Reappointment

3

Hiroshi Ushio

Reappointment

4

Masafumi Minowa

Reappointment

5

Naoki Mori

Reappointment

6

Ichisei Katagiri

7

Yasuo Goto

8

Naomi Muramatsu

Responsibilities
Executive Officer, General Manager ofCorporate Strategy Operations Division andPresident
Musical Instrument Education Business
Division
Executive Officer, General Manager of
Director and Vice Corporate Administration Operations Division,
General Manager of General Affairs & Human
President
Resources Division
Executive Officer
Managing Director General Manager, Piano Division, Production
Control Division
Executive Officer
General Manager, Electronic MusicalManaging Director
Instruments Division, Production Control
Division
Executive Officer
Deputy General Manager, Musical Instrument
Managing Director
Education Business Division, General Manager,
Overseas Business Division

Reappointment
OutsideDirector
Independent
Reappointment
OutsideDirector
Independent
Reappointment
OutsideDirector
Independent

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Oct. 2007
Apr. 2012

1

No.

2

Number of sharesof the Company
held

Joined the Company
General Manager, Piano Division
Executive Officer
June 2015
Director & Executive Officer
Apr. 2016
General Manager, Musical Instruments
Manufacturing Division and Piano Division
June 2016
Managing Director, Executive Officer
June 2018
Senior Managing Director, Executive Officer
General Manager, Production Control Division
Kentaro Kawai(June 1, 1977)
3,700 shares
June 2020
Director and Vice President, Executive Officer
Reappointment
Apr. 2023
General Manager of Corporate Strategy
Operations Division (to present)
Feb. 2024
President, Executive Officer (to present)
Apr. 2024
General Manager of Musical Instrument
Education Business Division (to present)(Significant concurrent positions)
Director, KAWAI SEIMITSU KINZOKU Co., Ltd
Chairman, Kawai Musical Instruments (China) Co., Ltd.
Auditor, PT. Kawai Indonesia
Reasons for nomination as a candidate for Director
Mr. Kentaro Kawai has experience being in charge of the Corporate Strategy Operations Division and Production
Control Division, and has served as Director and Vice President. He has also demonstrated leadership since becoming
President in February 2024 while handling various Company issues. We believe that he is qualified to continuously
carry out management strategies and supervise the business execution as a Director.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldApr. 1978
Joined the Company
Oct. 2008
General Manager, Musical Education
Department, Domestic Business DivisionFeb. 2010
Executive Officer
June 2014
Director & Executive Officer
Apr. 2015
General Manager, Business Strategy
Department, Domestic Business Division
Apr.
2016
GeneralManager, General Affairs & Human
Teruyuki Ito
Resources
Division(September 1, 1953)
4,800 shares
Reappointment
Apr. 2018
General Manager, Administration Division
June 2018
Executive Vice President (to present)
June 2019
General Manager, General Affairs & Human
Resources Division (to present)
Apr. 2023
General Manager of Corporate Administration
Operations Division (to present)(Significant concurrent positions)
None
Reasons for nomination as a candidate for Director
Mr. Teruyuki Ito works on many issues and has experience and achievements as a person in charge of the Corporate
Administration Operations Division. We believe that he is qualified to continuously carry out management strategies
and supervise the business execution as a Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Jan. 1983
Apr. 2005
June 2011

3

No.

4

Number of sharesof the Company
held

Joined the Company
General Manager, PT. Kawai Indonesia
President, PT. Kawai Indonesia
Executive Officer of the Company
Apr. 2012
Deputy General Manager, Piano Division
Apr. 2016
Deputy General Manager, Piano Division,
Musical Instruments Manufacturing Division
June 2017
Director & Executive Officer
Hiroshi Ushio
June 2018
General Manager, Piano Division, Production(February 11, 1961)
4,300 shares
Control Division (to present)
Reappointment
June 2020
Managing Director, Executive Officer (topresent)
Apr. 2024
General Manager, Production Control Division(to present)(Significant concurrent positions)
Director, KAWAI SEIMITSU KINZOKU Co., Ltd
Representative Auditor, PT. Kawai Indonesia
Director, Shanghai Kawai EMI Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Hiroshi Ushio has served as a person in charge of overseas manufacturing bases for many years and has abundant
experience and achievements. In addition, he is working on many issues as a person in charge of Piano Division. We
believe that he is qualified to continuously carry out management strategies and supervise the business execution as a
Director.
Number of shares
Name
Career summary, position and responsibilities in the Companyof the Company(Date of birth)
heldApr. 1988
Joined the Company
June 2011
Vice President, PT. Kawai Indonesia
June 2012
Deputy General Manager, Electronic MusicalInstruments Division of the Company
Apr. 2013
General Manager, Electronic MusicalInstruments Division
June 2013
Executive Officer
May 2014
Chairman, Shanghai Kawai EMI Co., Ltd. (toMasafumi Minowa
present)(February 14, 1964)
3,700 shares
June 2018
General Manager, Electronic Musical
Reappointment
Instruments Division, Production Control
Division of the Company (to present)
June 2019
Director & Executive Officer
June 2023
Managing Director, Executive Officer (topresent)(Significant concurrent positions)
Chairman, Shanghai Kawai EMI Co., Ltd.
Auditor, PT. Kawai Indonesia
Reasons for nomination as a candidate for Director
Mr. Masafumi Minowa has served as a person in charge of Electronic Musical Instruments Division, works on many
issues and has abundant experience and achievements. We believe that he is qualified to continuously carry out
management strategies and supervise the business execution as a Director.

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No.

Name
(Date of birth)

Career summary, position and responsibilities in the Company
Apr. 1981
Apr. 2007
June 2011
Apr. 2013
May 2019

5

Number of sharesof the Company
held

Joined the Company
General Manager, Kawai America Corporation
President, Kawai America Corporation
Executive Officer of the Company
General Manager, Overseas Business Division(to present)
June 2020
Director & Executive Officer
Naoki Mori
(October 12, 1957)
3,000 shares
June 2023
Managing Director, Executive Officer (toReappointment
present)
Apr. 2024
Deputy General Manager, Musical Instrument
Education Business Division (to present)(Significant concurrent positions)
Director, Kawai America Corporation
Director, Kawai Europa GmbH
Chairman, Kawai Musical Instruments (China) Co., Ltd.
Reasons for nomination as a candidate for Director
Mr. Naoki Mori has served as a person in charge of the Overseas Business Division, works on many issues and hasabundant experience and achievements. We believe that he is qualified to continuously carry out management strategies
and supervise the business execution as a Director.

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No.

Name
(Date of birth)No.

7

Apr. 1985

Number of sharesof the Company
heldRegistered as an attorney
Representative, Ichisei Katagiri Law Office (topresent)
1,600 shares
June 2012
Outside Director of the Company (to present)(Significant concurrent positions)Representative, Ichisei Katagiri Law Office
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Mr. Ichisei Katagiri has abundant knowledge and deep insight as an attorney and has offered helpful advice andsupervision concerning the Company’s management from his professional perspective. We expect to continuously
receive appropriate guidance from him. Also, it has been determined that there is no special interest with the Company,
and that there is no risk of a conflict of interest with general shareholders. Although he does not have direct experienceof corporate business outside of serving as an Outside Director and Outside Corporate Auditor, we believe that he cancontinue to appropriately, carry out duties as an Outside Director for the reasons stated above.
Number of shares
Name
Career summary, position and responsibilitiesof the Company(Date of birth)
heldApr. 1971
Joined AJINOMOTO CO., INC.
Apr. 1978
Joined Hagoromo Canning Co., Ltd. (nowHAGOROMO FOODS CORPORATION)
June 1986
Representative Director and President,
HAGOROMO FOODS CORPORATION
June 2007
Chairman and Executive Director of
HAGOROMO FOODS CORPORATION (topresent)
Yasuo Goto
Nov. 2010
President of The Shizuoka Chamber of(February 14, 1949)
Commerce and Industry
0 shares
Reappointment
OutsideNov. 2016
Honorary President of The Shizuoka Chamber
Independentof Commerce and Industry
Nov. 2022
Counselor of The Shizuoka Chamber ofCommerce and Industry (to present)
June 2023
Outside Director of the Company (to present)(Significant concurrent positions)
Chairman and Executive Director of HAGOROMO FOODSCORPORATION
Counselor of The Shizuoka Chamber of Commerce and Industry
Reasons for nomination as a candidate for Outside Director and overview of expected roles
With many years of experience and knowledge through involvement in corporate management, we expect that Mr.
Yasuo Goto can offer valuable advice and suggestions in ensuring transparency and validity of decision-making for theCompany’s management. Also, it has been determined that there is no special interest with the Company, and that there
is no risk of a conflict of interest with general shareholders. Therefore, the Company has determined that he cancontinue to appropriately carry out duties as an Outside Director.
Ichisei Katagiri(July 9, 1947)
Reappointment
OutsideIndependent

6

Career summary, position and responsibilities

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Name
(Date of birth)

No.

Career summary, position and responsibilities
Oct. 2002
Feb. 20118

Notes:

1.
2.

3.

4.

Number of sharesof the Company
heldRegistered as an attorney
Outside Corporate Auditor of SALA
Corporation
Feb. 2020
Outside Director SALA Corporation (Audit andNaomi Muramatsu
Supervisory Committee Member) (to present)(July 20, 1972)
0 shares
Reappointment
June 2022
Outside Director of ENSHU Limited (Audit
Outsideand Supervisory Committee Member) (toIndependent
present)
June 2023
Outside Director of the Company (to present)(Significant concurrent positions)
Lawyer at Ishizuka & Muramatsu Law Office
Reasons for nomination as a candidate for Outside Director and overview of expected roles
Ms. Naomi Muramatsu has abundant knowledge and deep insight as an attorney and has offered helpful advice andsupervision concerning the Company’s management from her professional perspective. Also, it has been determinedthat there is no special interest with the Company, and that there is no risk of a conflict of interest with generalshareholders. Although she does not have direct experience of corporate business outside of serving as an Outside
Director and Outside Corporate Auditor, we believe that she can continue to appropriately carry out duties as an Outside
Director for the reasons stated above.
There is no special interest between each candidate for Director and the Company.
Matters concerning candidates for Outside Directors are as follows:
1) Candidates for Directors, Messrs. Ichisei Katagiri, Yasuo Goto and Ms. Naomi Muramatsu, are the candidates for
Outside Directors. The Company has designated them as independent directors defined under the provisions of Tokyo
Stock Exchange, Inc. and registered them as such therewith.
2) Candidate for Director, Mr. Ichisei Katagiri is currently serving as Outside Director of the Company, and he will have
served 12 years at the conclusion of this General Meeting of Shareholders.
3) Candidates for Director, Mr. Yasuo Goto and Ms. Naomi Muramatsu are currently serving as Outside Directors of
the Company, and they will have served one year at the conclusion of this General Meeting of Shareholders.
4) The Company has entered into an agreement for the limitation of liability with Messrs. Ichisei Katagiri, Yasuo Gotoand Ms. Naomi Muramatsu, who are candidates for Director, pursuant to Article 427, paragraph (1) of the Companies
Act, limiting his liability for damages prescribed under Article 423, paragraph (1) of the said Act. A summary of theagreement is provided in 4 (2) “Overview of the Limited Liability Agreement” of the Business Report. If this proposal
is approved, the Company intends to continuously enter into a Limited Liability Agreement with Messrs. Ichisei
Katagiri, Yasuo Goto and Ms. Naomi Muramatsu.
The Company has entered into a liability insurance policy for officers, etc. with an insurance company as defined in Article
430-3, paragraph (1) of the Companies Act. A summary of the insurance policy is provided in 4 (3) “Overview of the
Liability Insurance Agreement for Officers, etc.” of the Business Report. If this proposal is approved, each of thecandidates will be included as insured persons. The Company plans to renew the insurance policy with the same contents
at the next renewal.
All candidates for Directors have expressed their consent to the “Measures against the Large-scale Purchase of the Sharesin the Company (a Takeover Defense Measure),” which was updated and approved at the 95th Annual General Meetingof Shareholders held on June 28, 2022.

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<Reference> Directors’ Skill Matrix
If Proposal 2 is approved and adopted as originally proposed, Directors’ skill matrix will be as follows.
Expected knowledge, experience, and capabilities

Name/Skill

President
Director and Vice
President
Managing Director
Managing Director
Managing Director
Outside Director
Outside Director
Outside Director

KentaroKawai
Teruyuki
Ito
Hiroshi
Ushio
Masafumi
MinowaNaoki
Mori
Ichisei
Katagiri
Yasuo
Goto
Naomi
Muramatsu

Corporate
management

Legal
Manufacaffairs, risk Finance,
turing,manage- accounting
technology
ment

Sales
marketingGlobalIndustryknowledge(music,musicalinstruments)

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●

●
●

●

●

●

●

* The above list does not show all expertise and experiences each Director may have.

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Proposal 3:

Election of Two Corporate Auditors

Of the four Corporate Auditors, the terms of office of Corporate Auditor Masayuki Nishio and Outside Corporate
Auditor Haruo Kato will expire at the conclusion of this General Meeting of Shareholders. Accordingly, the electionof two Corporate Auditors is proposed.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The candidates for Corporate Auditors are as follows.
No.

Name
(Date of birth)

Career summary and position in the Company
Apr. 1977
Feb. 2006

Number of sharesof the Company
held

Joined the Company
General Manager, Business Department,
Overseas Business Division
Aug. 2008
Executive Officer
Apr. 2013
General Manager, Overseas Business Division
June 2013
Director & Executive Officer
Masayuki Nishio
5,100 shares(December 24, 1953)
June 2015
Managing Director, Executive Officer
Reappointment
Apr. 2016
Deputy General Manager, Business Division,
1
General Manager, Overseas Business Division
June 2016
Senior Managing Director, Executive Officer
June 2020
Standing Corporate Auditor (to present)(Significant concurrent positions)
None
Reasons for nomination as a candidate for Corporate Auditor
Based on his years of experience as the person in charge of the Overseas Business Division, the Company has
determined that he is qualified to continue conducting effective audits of the Company’s management as a Corporate
Auditor.
Number of shares
Name
Career summary and position in the Companyof the Company
No.
(Date of birth)
held
July 2007
Director, Rulings and Legal Affairs Division,
First Taxation Department, Nagoya Regional
Taxation Bureau
July 2008
District Director, Mishima Tax Office
July 2012
Director, Taxation Management Division, First
Taxation Department, Nagoya Regional
Taxation Bureau
Shinichi Mizuno
July 2014
Assistant Regional Commissioner, Second(September 25, 1955)
Taxation Department, Nagoya Regional
0 sharesNew appointment
Taxation Bureau
OutsideIndependent
July 2015
Assistant Regional Commissioner, Large
Enterprise Examination Department, Nagoya
2
Regional Taxation Bureau
Sept. 2016
Manager, Shinichi Mizuno Tax Accountant
Office (to present)(Significant concurrent positions)Manager, Shinichi Mizuno Tax Accountant Office
Reasons for nomination as a candidate for Corporate Auditor (Outside)
Although Mr. Shinichi Mizuno has never had direct involvement with company management, he has experience withvarious national tax affairs and has served as chief of tax offices in multiple locations, and has knowledge and expertisewith finance and taxation based on experience as a tax accountant. Also, it has been determined that there is no special
interest with the Company, and that there is no risk of a conflict of interest with general shareholders. Therefore, theCompany has determined that he is qualified to conduct effective audits of the Company’s management as a Corporate
Auditor (Outside).
Notes: 1. There is no special interest between each candidate for Corporate Auditor and the Company.
2. Candidate for Corporate Auditor, Mr. Shinichi Mizuno, is a candidate for Corporate Auditor (Outside).
3. When this proposal is approved, the Company intends to enter into an agreement with Mr. Shinichi Mizuno pursuant to
Article 427, paragraph (1) of the Companies Act, limiting his liability for damages prescribed under Article 423, paragraph- 11 -

(1) of the said Act. A summary of the agreement is provided in 4 (2) “Overview of the Limited Liability Agreement” ofthe Business Report.
4. The Company has entered into a liability insurance policy for officers, etc. with an insurance company as defined in Article
430-3, paragraph (1) of the Companies Act. A summary of the insurance policy is provided in 4 (3) “Overview of the
Liability Insurance Agreement for Officers, etc.” of the Business Report. If this proposal is approved, each of thecandidates will be included as insured persons. The Company plans to renew the insurance policy with the same contents
at the next renewal.
5. In addition, the Company has designated Mr. Shinichi Mizuno as an Independent Officer defined under the provisions ofTokyo Stock Exchange, Inc. and register him as such therewith.

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Proposal 4:

Election of One Substitute Corporate Auditor

The election of one substitute Corporate Auditor is proposed in advance, in case the number of Corporate Auditors
falls below the number required by the law, as a substitute Corporate Auditor for Outside Corporate Auditor Mr.
Takahisa Tabata, as well as Mr. Shinichi Mizuno, who plans to assume the position of Outside Corporate Auditor on
the condition that Proposal 3 is approved.
The validity of the election under this proposal can be nullified by resolution of the Board of Directors if the consent
of the Board of Corporate Auditors has been obtained; provided, however, that it is only in a time before assuming
office.
The consent of the Board of Corporate Auditors has been obtained with respect to this proposal.
The candidate for substitute Corporate Auditor is as follows.
Name(Date of birth)

Career summary and position in the Company
July 2012

Number of sharesof the Company
held

Associate Appeals Judge, Technical Group, Nagoya National
Tax Tribunal
July 2018
Director, Transfer Pricing Division, Examination
Department, Nagoya Regional Taxation Bureau
July 2019
District Director, Kanonji Tax Office
July 2020
Director, Management Division (Large Enterprise
Examination), Examination Department, Nagoya Regional
Yukihiko Umemura
Taxation Bureau
0 shares(September 28, 1962)
July 2021
Assistant Regional Commissioner, Examination Department,
Nagoya Regional Taxation Bureau
July 2022
District Director, Gifu Kita Tax Office
Aug. 2023
Manager, Yukihiko Umemura Tax Accountant Office (topresent)(Significant concurrent positions)Manager, Yukihiko Umemura Tax Accountant Office
Reasons for nomination as a candidate for substitute Corporate Auditor (Outside)
Despite never having been involved in the management of a company in the past, except as an outside officer, Mr. Yukihiko
Umemura has worked in various national tax services, has served as a District Director, etc. of tax offices and has abundant
knowledge and deep insight concerning taxes and accounting as a tax accountant. We expect him to contribute to strengthening theCompany’s audit structure based on his abilities when he assumes the position. Also, it has been determined that there is no special
interest with the Company, and that there is no risk of a conflict of interest with general shareholders. Therefore, the Company has
determined that he is qualified to conduct effective audits of the Company’s management as a Corporate Auditor (Outside).
Notes: 1. There is no special interest between the candidate for substitute Corporate Auditor and the Company.
2. Mr. Yukihiko Umemura is a candidate for substitute Corporate Auditor (Outside).
3. When Mr. Yukihiko Umemura assumes the position of Corporate Auditor (Outside), the Company intends to enter into anagreement with him pursuant to Article 427, Paragraph (1) of the Companies Act, limiting his liability for damagesprescribed under Article 423, Paragraph (1) of the said Act. The limit of liability for damages based on the agreement is
the minimum liability amount prescribed by laws and regulations, while the limitation of liability is allowed only when
the Corporate Auditor is carrying out his duties in good faith without involving gross negligence. He will also be included
as insured under the liability insurance policy for officers, etc. as defined in Article 430-3, paragraph (1) of the Companies
Act, which the Company has entered into with an insurance company. In addition, the Company intends to designate him
as an independent director defined under the provisions of Tokyo Stock Exchange, Inc. and register him as such therewith.

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