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

(Securities code: 4651)
June 7, 2024
(Date of commencing measures for electronic provision: June 5, 2024)
To Shareholders with Voting Rights:
Hiroshi Munemasa
President and CEO
SANIX INCORPORATED
2-1-23, Hakataeki Higashi,
Hakata-ku, Fukuoka, Japan

Notice of the 46th Annual General Meeting of Shareholders
You are cordially notified of the 46th Annual General Meeting of Shareholders (the“Meeting”) of SANIX INCORPORATED (the “Company”), which will be held for the
purposes described below.
In convening this Meeting, the Company has taken measures for electronic provision.
Matters for which measures for electronic provision have been taken are posted on thefollowing website.
The Company’s website: https://sanix.jp/ir/sokai.php
In addition to the website above, the matters are also posted on the following websites.
Tokyo Stock Exchange website (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020030Action.do
Please access the website above, enter “SANIX” into the Issue name or “4651” into
the Code, and click the Search button to search for the Company. Then, please select“Basic information,” “Documents for public inspection/PR information” and “Noticeof General Shareholders Meeting/Informational Materials for a General Shareholders
Meeting.”
Other posted website Net de Shoshu: https://s.srdb.jp/4651/
If you are not attending the Meeting, you may exercise your voting rights in advance via
the Internet or in writing. Please review the Reference Documents for the General Meeting of
Shareholders and exercise your voting rights by 5:30 p.m., Wednesday, June 26, 2024 (JST).
1. Date and time:
2. Venue:

Thursday, June 27, 2024 at 10:00 a.m. (JST)(Doors will open at 9:00 a.m.)
Banquet hall “Tsukushi,” Main Building 3F, Hotel Nikko
Fukuoka, located at 2-18-25, Hakata Eki-mae, Hakata-ku,
Fukuoka, Japan1

3. Meeting Agenda:
Matters to be reported:

1.

2.
Matters to be resolved:
Proposal 1:
Proposal 2:
Proposal 3:
Proposal 4:

Business Report and Consolidated Financial Statements
for the 46th Fiscal Year (April 1, 2023 to March 31,2024), and results of audits of Consolidated Financial
Statements by the Accounting Auditor and the Audit andSupervisory Committee
Non-consolidated Financial Statements for the 46th
Fiscal Year (April 1, 2023 to March 31, 2024)

Reduction of Share Capital and Appropriation of Surplus
Partial Amendments to the Articles of Incorporation
Election of 6 Directors (Excluding Directors Who Are Audit
and Supervisory Committee Members)
Election of 2 Directors Who Are Audit and Supervisory
Committee Members

4. Matters resolved in convening the Meeting:(1) If a shareholder exercises the voting rights both in writing (by postal mail) and via theInternet, the vote via the Internet shall be deemed valid, regardless of their arrival date
and time.
If a shareholder exercises the voting rights more than once via the Internet, the vote
exercised last shall be deemed valid.
(2) If a shareholder exercises the voting rights in writing (by postal mail) and neither
approval nor disapproval of each proposal is indicated in the Voting Rights Exercise
Form, it shall be deemed a vote of approval.
(3) If attending the Meeting by proxy, please designate as a proxy another shareholder of
the Company who may exercise the voting rights, and have the proxy submit a written
proof of his/her right of proxy at the reception on the day of the Meeting.


If you attend the Meeting, please submit the enclosed Voting Rights Exercise Form at thereception.
Any revisions to the matters for which measures for electronic provision have been taken
will be posted on each website where those matters are posted.
Of the matters for which measures for electronic provision have been taken, the following
matters are not included in the paper copy to be sent to shareholders who have requested
it, pursuant to laws and regulations as well as the provisions of Article 14 of theCompany’s Articles of Incorporation. Accordingly, the paper copy to be sent toshareholders who have requested it is a part of the documents audited by the Audit andSupervisory Committee and the Accounting Auditor in preparing their audit reports.
1) “Systems to Ensure the Appropriateness of Operations and the Operational Status of
Such Systems” of the Business Report
2) “Consolidated Statements of Changes in Net Assets” and “Notes to the Consolidated
Financial Statements” of the Consolidated Financial Statements3) “Non-consolidated Statements of Changes in Net Assets” and “Notes to the Nonconsolidated Financial Statements” of the Non-consolidated Financial Statements2

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1: Reduction of Share Capital and Appropriation of Surplus
In order to compensate for the deficit and ensure mobility in future capital policies, the Company
will reduce the amount of its share capital and make the appropriation of its other capital surplus inaccordance with the provisions of Article 447, Paragraph 1 and Article 452 of the Companies Act. With
this, the Company will improve the soundness of its financial position and ensure flexibility andmobility in its future capital policies.
Since there will be no change in the total number of issued shares or the amount of net assets of
the Company, there will be no impact on the number of shares held by shareholders or the net asset
value per share.
1. Details of the reduction in the amount of share capital(1) Amount of capital to be reduced
Of the capital stock amount of 14,041,834,640 yen, 9,836,447,281 yen will be reduced and theentire amount of capital to be reduced will be transferred to other capital surplus. The capital stock
amount after the reduction will be 4,205,387,359 yen.
(2) Method of reducing the amount of capital
As capital will be reduced without compensation, there will be no change in the total number ofissued shares and the entire amount of capital to be reduced will be transferred to other capitalsurplus.
(3) Effective date of the capital reduction
September 2, 2024 (plan)
2. Details of appropriation of surplus
Provided that the reduction in the amount of share capital takes effect as described in 1. above, theamount necessary to compensate for the deficit will be reduced from other capital surplus andtransferred to retained earnings brought forward to cover the deficit.
(1) Item of surplus to be reduced and its amount
Other capital surplus
9,836,447,281 yen(2) Item of surplus to be increased and its amount
Retained earnings brought forward
9,836,447,281 yen
3. Timeline(1) Date of invitation for creditors’ objections July 16, 2024 (plan)(2) Final date for creditors’ objections
August 19, 2024 (plan)(3) Effective date
September 2, 2024 (plan)3

Proposal 2: Partial Amendments to the Articles of Incorporation
1. Reasons for amendments(1) Change of trade name and purposes
Effective April 1, 2025 (plan), the Company will transition to a holding company structure. With
this, our trade name will be changed to KABUSHIKI KAISHA SANIX HOLDINGS (SANIXHOLDINGS INCORPORATED in English) and its business purposes will be revised to align with
our operations following the transition to the holding company structure.
The changes of trade name and purposes shall take effect on the effective date of the incorporationtype company split (planned for April 1, 2025), contingent upon the successful implementation of
the incorporation-type company split in accordance with the Company’s incorporation-typecompany split plan (scheduled for October 1, 2024).
(2) Change of number of directors
For the purpose of ensuring swift and sound decision-making at the Board of Directors meetings, thenumber of Directors will be changed from “not exceeding fourteen (14)” to “not exceeding ten (10).”The change in the number of Directors will take effect at the close of the Meeting.
(3) Change in the frequency of dividends of surplus
Article 44 of the existing Articles of Incorporation of the Company stipulates that the surplus
dividends shall be distributed four times a year to the shareholders recorded in the last register as ofMarch 31, June 30, September 30, and December 31. With a change in this dividend policy, however,
the Company will distribute surplus dividends twice a year at the end of the interim period and theend of the fiscal year.
The change in the frequency of dividends of surplus will take effect at the close of the Meeting.
(4) Other changes in general
Other than adjustments in the number of articles due to added articles, changes will also be made asnecessary.

2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation
Chapter 1(Trade Name)
Article 1. The name of the Company is
KABUSHIKI KAISHA SANIX and in English is
SANIX INCORPORATED (“the Company”).
(Purposes)
Article 2. The purposes of the Company shall beto engage in the following businesses.

4(Amended parts are underlined.)
Proposed Amendments
Chapter 1(Trade Name)
Article 1. The name of the Company is
KABUSHIKI KAISHA SANIX HOLDINGS andin English is SANIX HOLDINGSINCORPORATED (“the Company”).
(Purposes)
The purposes of the Company shall be to engage inthe following businesses, control and manage thebusiness activities of companies (including foreigncompanies), partnerships (including theirequivalents in foreign countries), or otherequivalent entities that engage in the following
businesses by holding shares or interests in suchcompanies, etc., and engage in any and allbusinesses related or incidental to the foregoing.

(1) – (31) [Unchanged](32) Holding, management, control, and purchaseand sale of securities and other investment
businesses(33) Leasing of movables (machinery, vehicles,
equipment, software, etc.)(34) [Unchanged](1) – (31) [Omitted](Newly established)(Newly established)(32) [Omitted]

Current Articles of Incorporation
Articles 3 – 18 [Omitted](Number of Directors)
Article 19. The number of Directors other than
Directors who are Audit and Supervisory
Committee Members of the Company shall not
exceed fourteen (14).
Articles 20 – 43 [Omitted](Record Date for Distribution of Surplus
Dividends)
Article 44. The record date for distribution of
surplus dividends of the Company shall be March
31, June 30, September 30, and December 31 ofeach year.
Article 45 [Omitted](Newly established)

5

Proposed Amendments
Articles 3 – 18
[Unchanged](Number of Directors)
Article 19. The number of Directors other than
Directors who are Audit and Supervisory
Committee Members of the Company shall not
exceed ten (10).
Articles 20 – 43
[Unchanged](Record Date for Distribution of Surplus Dividends)
Article 44. The record date for distribution of
surplus dividends of the Company shall be March
31 and September 30 of each year.

Article 45[Unchanged](Supplementary Provisions)
The changes of the provisions of Article 1 (TradeName) and Article 2 (Purposes) of these Articles
of Incorporation shall take effect on the effective
date of the incorporation-type company split(planned for April 1, 2025), contingent upon the
successful implementation of the incorporationtype company split in accordance with theCompany’s incorporation-type company split plan(scheduled for October 1, 2024). These
supplementary provisions shall be removed oncethe effective date has passed.

Proposal 3:

Election of 6 Directors (Excluding Directors Who Are Audit and Supervisory Committee
Members)

The terms of office of all Directors (excluding Directors who are Audit and Supervisory Committee
Members; hereinafter the same shall apply in this proposal) will expire at the close of this Meeting.
Accordingly, the Company proposes the election of 6 Directors.
The Audit and Supervisory Committee has determined that each candidate in this proposal isappropriate to be a Director of the Company.
The candidates for Directors are as follows:
No.

Name

1 Hiroshi Munemasa

Reappointed

2 Takeshi Inada

Reappointed

3 Michimasa Masuda

Reappointed

4 Kazuyuki Tabata

Reappointed

5 Hideki Takei

Reappointed

6 Motoi Inoue

Reappointed

Attendance at
Current positions and responsibilities at theBoard of Directors
Company
meetings
16/16 times
President and CEO(100%)
Director, Executive Vice President andCorporate Officer, General Manager of
16/16 times
SE/HS/ES Business Control Division and(100%)
General Manager of Residential
Environment Business Company
Preparation OfficeDirector, Management Corporate Officer,
16/16 times
General Manager of Corporate Planning(100%)
Division
Director, Management Corporate Officer,
Deputy General Manager of SE/HS/ES
16/16 times
Business Control Division, General(100%)
Manager of SE Business Division andGeneral Manager of HS Business Division
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division, General
16/16 times
Manager of Resource Recycling Business(100%)
Department and General Manager ofResource Circulation Business Company
Preparation OfficeDirector, Corporate Officer, General
16/16 times
Manager of Sales Promotion Department,
Corporate Sales Department, SE/HS/ES(100%)
Business Control Division6 Summary of opinions of the Audit and Supervisory Committee
The Audit and Supervisory Committee took into consideration the Company’s specific management
strategies, surrounding environment, and other factors, and carefully examined whether each candidate for
Director has the necessary knowledge, experience, and ability to fulfill his roles and responsibilities, whether
each candidate conforms to the nomination policy for candidates for Director, and whether the Board of
Directors will function adequately. Moreover, the Committee discussed the work experience of eachcandidate for Director, and persons who are able to fulfill the roles expected of the Board of Directors, suchas striving to enhance corporate value through making decisions on medium- to long-term management
policy and supervising overall management, have been selected. The Committee has therefore determinedthat the candidates for Directors proposed in this proposal are appropriate.

7

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
January 2003
June 2007
June 2013
January 2017

Number ofshares of theCompany held

Joined the Company
Director, assigned to the Executive Office, incharge of special assignments
Director, Executive Vice President andCorporate Officer
President and CEO (to the present)[Significant concurrent positions]
6,534,894
President and Representative Director, BUYON INC.
shares
Chairman and Representative Director, Munemasa Syuzo
Co., Ltd.
Hiroshi Munemasa 
Representative Director, SANIX SPORTS(July 17, 1975)
FOUNDATION
1
Chairman and Representative Director, SANIX ENERGY[Reappointed]
INCORPORATEDChairman and Representative Director, SE WINGSCORPORATED[Reasons for nomination as a candidate for Director]
Since assuming office as President and CEO in 2017, to meet the trust of our shareholders, Mr. Hiroshi
Munemasa has taken on steering the management of the Company with strong leadership, putting in theforeground the Group’s corporate philosophy of “A comfortable environment for the next generation”
and corporate vision of “Become the top company in the environment and energy field” and contributed
to sustainable growth of the Group. The Company believes that he is a person that is able to continue towork on strengthening the governance systems by utilizing his wealth of experience and achievements,
make appropriate decisions on the management of the entire Group and lead further growth of theGroup, and thus nominated him again as a candidate for Director.

8

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
August 1998
April 2009

Number ofshares of theCompany held

Joined the Company
General Manager of Kansai Area Division,
HS Business Division
June 2013
Management Corporate Officer, General
Manager of Kansai Area Division, HS
Business Division
April 2014
Management Corporate Officer, General
Manager of Kansai Area Division, WestJapan SE Business Division and General
Manager of Kansai Area Division, HS
Business Division
April 2015
Management Corporate Officer, General
Manager of North Kanto Area Division, East
Japan SE Business DivisionDecember 2016 Management Corporate Officer, Deputy
9,061
General Manager of East Japan SE BusinesssharesDivision
April 2017Management Corporate Officer, General
Manager of SE/HS/ES Business Control
Takeshi Inada
Division(March 4, 1979)2
June 2017
Director, Management Corporate Officer,
GeneralManager of SE/HS/ES Business[Reappointed]
Control Division
June 2023
Director, Executive Vice President andCorporate Officer, General Manager of
SE/HS/ES Business Control Division
April 2024
Director, Executive Vice President andCorporate Officer, General Manager of
SE/HS/ES Business Control Division andGeneral Manager of Residential
Environment Business Company Preparation
Office (to the present)[Reasons for nomination as a candidate for Director]
Since assuming office as Director, Mr. Takeshi Inada has demonstrated strong leadership through his
supervision of the SE/HS/ES business divisions. He has been contributing to the Company’s growth anddevelopment in the sales field, having worked on planning and strengthening sales strategies. Since June
2023, he has been supervising overarching corporate management tasks as Executive Vice President andCorporate Officer, promoting growth strategies designed to further strengthen and expand the businessfoundation of the entire Group. The Company believes that he is a person that is able to continue tocontribute to sustainable growth of the Group and enhancement of its corporate value over the medium
to long term, and thus nominated him again as a candidate for Director.

9

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 2001
July 2010
June 2012

Number ofshares of theCompany held

Joined the Company
General Manager of Accounting Department
Director, General Manager of Accounting
Department
June 2015
Director, Management Corporate Officer,
General Manager of Accounting Department
and in charge of IT promotion
April 2017
Director, Management Corporate Officer,
Deputy General Manager of Administration
Division and General Manager of
Accounting Department
April 2019
Director, Management Corporate Officer,
Deputy General Manager of Administration
Division, General Manager of Accounting
Department and General Manager of Energy
62,843Business Development Department, Energy
sharesBusiness Division
November 2019 Director, Management Corporate Officer,
Deputy General Manager of Administration
Michimasa Masuda
Division and General Manager of Energy(August16,
1977)
3
Business Development Department, Energy
Business
Division[Reappointed]
June 2021
Director, Management Corporate Officer,
General Manager of Energy Business
Development Department, Energy Business
Division
June 2022
Director, Management Corporate Officer,
General Manager of Corporate Division andGeneral Manager of Administration Division
July 2023
Director, Management Corporate Officer,
General Manager of Corporate Planning
Division (to the present)[Reasons for nomination as a candidate for Director]
Since assuming office as Director in 2012, Mr. Michimasa Masuda has been responsible for thefinance/accounting division and led the formulation and promotion of the Group’s financial strategies.
Currently, as General Manager of the Corporate Planning Division, he is playing a central role informulating management strategies and budgets for the entire Group and strengthening the corporate
governance systems and other initiatives. The Company believes that he is a person that is able tocontinue to contribute to sustainable growth of the Group and enhancement of its corporate value overthe medium to long term, and thus nominated him again as a candidate for Director.

10

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Number ofshares of theCompany held

November 2000 Joined the Company
October 2015
General Manager of Shikoku Area Division,West Japan SE Business Division andGeneral Manager of Shikoku Area Division,
HS Business Division
January 2016
General Manager of Sales Promotion
Department, HS Business Division
May 2016
Management Corporate Officer, General
7,763Manager of HS Business Division
sharesJune 2017
Director, Management Corporate Officer,
General Manager of HS Business Division
June 2022
Director, Management Corporate Officer,
Kazuyuki Tabata
4
Deputy General Manager of SE/HS/ES(April 5, 1973)
Business Control Division, General Manager
of SE Business Division and General[Reappointed]
Manager of HS Business Division (to thepresent)[Reasons for nomination as a candidate for Director]
After having served primarily in the sales division since joining the Company, Mr. Kazuyuki Tabata
assumed office as Corporate Officer in May 2016 and has contributed to expansion of earnings of the HS
business as General Manager of HS Business Division. Since assuming the office of Deputy General
Manager of SE/HS/ES Business Control Division and General Manager of SE Business Division in June
2022, he has been working on further strengthening the sales division. The Company believes that he isable to continue to utilize his wealth of experience and achievements to contribute to expansion of thebusiness of the Company, and thus nominated him again as a candidate for Director.

11

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions

Number ofshares of theCompany held

August 1999
Joined the Company
December 2009 General Manager of Administration
Department, Environmental Resources
Development Division
April 2016
Corporate Officer, General Manager ofEnvironmental Resources Development
Division and General Manager of
Administration Department
June 2016
Management Corporate Officer, General
Manager of Environmental Resources
Development Division
June 2017
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division andGeneral Manager of Administration
Department
October 2017
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division
May 2019
Director, Management Corporate Officer,
10,529General Manager of Environmental
sharesResources Development Division, General
Manager of Operation/Safety Department
and General Manager of Organic Wastewater
Hideki Takei
5
Business Department(July 21, 1970)
April 2021
Director, Management Corporate Officer,
GeneralManager of Environmental[Reappointed]
Resources Development Division andGeneral Manager of Organic Wastewater
Business Department
April 2022
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division andGeneral Manager of Resource Recycling
Business Department
April 2024
Director, Management Corporate Officer,
General Manager of Environmental
Resources Development Division, General
Manager of Resource Recycling Business
Department and General Manager ofResource Circulation Business Company
Preparation Office (to the present)[Reasons for nomination as a candidate for Director]
Since joining the Company, Mr. Hideki Takei has been responsible for managing and supervising
primarily the environmental resources development division and possesses a high level of expertise anda wide range of knowledge in the resource circulation business. The Company believes that he is able tocontinue to contribute to further expansion of the business of the Company, by utilizing his knowledge
and experience to strive for promoting sales and strengthening management systems, and thus nominatedhim again as a candidate for Director.

12

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1989
April 2020
April 2022
June 2022

6

Motoi Inoue(January 1, 1967)

Joined THE NISHI-NIPPON BANK, LTD.
(currently THE NISHI-NIPPON CITY
BANK, LTD.)
General Manager of Nishishinmachi Branchand General Manager of Fukuoka West
Block
Joined the Company, General Manager
assigned to Head OfficeDirector, Corporate Officer, General
Manager of Sales Promotion Department,
Corporate Sales Department, SE/HS/ES
Business Control Division (to the present)

Number ofshares of theCompany held

3,706
shares[Reappointed][Reasons for nomination as a candidate for Director]
Mr. Motoi Inoue has a wealth of experience in the sales division of a financial institution, and hepossesses a high level of knowledge concerning finance. Since joining the Company in 2022, he has
been making efforts to newly develop business partners and strengthen relationships with them as
General Manager of Sales Promotion Department in the corporate sales department. The Company
believes that he is able to continue to contribute to further expansion of the business of the Company,
and thus nominated him again as a candidate for Director.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. The number of shares of the Company’s common stock held by each candidate includes the number of
equity shares held under the name of the Officers’ Shareholding Association.
3. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, Paragraph 1 of the Companies Act that insures all Directors with aninsurance company. The insurance contract covers any damages that may result from the insured Directors
being liable for the performance of their duties or being subject to a claim for the pursuit of such liability.
However, there are certain exemptions; for example, damages caused as a result of any conduct committed
while knowing that the conduct is in violation of laws and regulations shall not be covered. If the electionof each candidate for Director is approved, the insurance contract will be renewed during their terms ofoffice. The insurance premiums are fully paid by the Company.

13

Proposal 4:

Election of 2 Directors Who Are Audit and Supervisory Committee Members

Messrs. Kozo Inoue, Isamu Kondo, and Genichiro Yasui, incumbent Directors who are Audit andSupervisory Committee Members, will retire at the close of this Meeting. Accordingly, the Company
proposes the election of 2 Substitute Directors who are Audit and Supervisory Committee Members.
The term of office of Directors who are Audit and Supervisory Committee Members appointed at the
Meeting shall, pursuant to the provisions of the Company’s Articles of Incorporation, expire at the time
when the term of office of the retiring Directors who are Audit and Supervisory Committee Members is
to expire.
The Audit and Supervisory Committee has given its consent to this proposal in advance.
The candidates for Directors who are Audit and Supervisory Committee Members are as follows:

No.

Current positions andresponsibilities at theCompanyName

1 Kenji Kaneko

Newly appointed

2 Hiroyuki Ohe

Newly appointed Outside

14

Attendance
Attendance at
at Audit andBoard ofSupervisory
Directors
Committee
meetings
meetings

Director, Management
Corporate Officer,
Deputy General
Manager of SE/HS/ES
Business Control
Division and General
Manager of Corporate
Sales Department

16/16 times(100%)-

-

-

-

-

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1970

Number ofshares of theCompany held

Joined NISHI-NIPPON SOGO BANK, LTD.
(currently THE NISHI-NIPPON CITY
BANK, LTD.)
June 2005
Executive Officer, General Manager of
Hakata Branch and Fukuoka-Chuo Block
October 2006
Executive Officer, General Manager of
Chikugo Area Division
March 2008
Seconded to the Company, Advisor
June 2008
Management Director, in charge of businessstrategy, the Company
October 2008
Management Director, in charge of businessstrategy and General Manager ofEnvironmental Resources Development
41,101DivisionsharesJune 2010
Management Director, General Manager ofSpecial Sales Department, HS Business
Division
Kenji Kaneko
September 2011 Management Director, in charge of(October 2, 1951)
1
Administration Division
Director, Management Corporate Officer,[Newly appointed] April 2017
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of Special Sales Department
April 2021
Director, Management Corporate Officer,
Deputy General Manager of SE/HS/ES
Business Control Division and General
Manager of Corporate Sales Department (tothe present)[Reasons for nomination as a candidate for Director who is Audit and Supervisory Committee Member]
Mr. Kenji Kaneko has a high level of experience in management strategy and finance cultivated atfinancial institutions. In addition, since joining the Company in 2008, he has played a central role in the
management of the Company as a Director, and possesses experience, achievements, and insight related
to the overall business. The Company expects that, as a Director who is Audit and Supervisory
Committee Member of the Company, he will utilize his prior experience in management in generalincluding responding to risks expected in important management decisions and reinforcing internal
control systems to enhance the effectiveness of auditing and supervising functions of the Group, and thus
newly nominated him as a candidate for Director who is Audit and Supervisory Committee Member.

15

No.

Name
(Date of birth)

Career summary, positions, responsibilities and significant
concurrent positions
April 1979
April 1994

Number ofshares of theCompany held

Joined The Daiei, Inc.
Director, General Manager of Human
Resources Department, Captain Cook CO.,LTD.
June 1998
General Manager of Human Resources
Department, K.K. Nakago
April 2000
General Manager of Nishinihon Human
Resources Department, The Daiei, Inc.
October 2001
Joined FUSO CHEMICAL CO., Ltd.
0
April 2006
Director, Division Manager ofsharesAdministrative Division
Hiroyuki Ohe
April 2007
Director, Division Manager of Life Science(June 17, 1956)
Business Unit
April 2009
Director, General Manager of Electronic2[Newly appointed]
Materials Business Unit
[Outside]
December 2016 Joined PCA CORPORATION
October 2017
Director, Administration Division
July 2021
Executive Advisor (to the present)[Reasons for nomination as a candidate for Outside Director who is Audit and Supervisory Committee
Member and the outline of the expected role]
As stated in his career summary, Mr. Hioryuki Ohe has held important positions primarily in theadministrative departments of multiple companies in industrial sectors different from the Group’s. He
possesses a wealth of experience and a high level of insight in corporate management. Based on hisachievements presented above, the Company is confident that he will fulfill the role of supervising thedecision-making of important matters in management and business execution from an objective andsophisticated perspective and believes that he is a person that will contribute to a sustainableenhancement of corporate value of the Company. The Company thus newly nominated him as a
candidate for Outside Director who is Audit and Supervisory Committee Member.
Notes:
1. There are no special interests between any of the candidates and the Company.
2. The number of shares of the Company’s common stock held by Mr. Kenji Kaneko includes the number of
equity shares held under the name of the Officers’ Shareholding Association.
3. Of the candidates for Directors who are Audit and Supervisory Committee Members, Mr. Hiroyuki Ohe isa candidate for Outside Director.
4. The Company has entered into a liability limitation agreement with each Outside Director in accordancewith Article 427, Paragraph 1 of the Companies Act (the “Act”) to limit their liabilities for damages under
Article 423, Paragraph 1 of the Act. The maximum amount of their liabilities under the agreement is theminimum liability amount stipulated by laws and regulations. If the election of Mr. Hiroyuki Ohe isapproved, the Company will continue the agreement with him.
5. The Company has entered into a directors and officers liability insurance (D&O Insurance) contract
provided for in Article 430-3, Paragraph 1 of the Companies Act that insures all Directors with aninsurance company. The insurance contract covers any damages that may result from the insured Directors
being liable for the performance of their duties or being subject to a claim for the pursuit of such liability.
However, there are certain exemptions; for example, damages caused as a result of any conduct
committed while knowing that the conduct is in violation of laws and regulations shall not be covered. If
the election of each candidate for Director is approved, the insurance contract will be renewed during theirterms of office. The insurance premiums are fully paid by the Company.

16