[Translation]

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders.
In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

Securities code: 2109
June 3, 2019
To our shareholders:
Daisuke Saiga
President and CEO
Mitsui Sugar Co., Ltd.
36-2, Nihonbashi-Hakozakicho,
Chuo-ku, TokyoNOTICE OF THE 95th
ORDINARY GENERAL MEETING OF SHAREHOLDERS
You are cordially invited to attend the 95th Ordinary General Meeting of Shareholders of Mitsui
Sugar Co., Ltd. (the “Company”). The Meeting will be held as described hereunder.
If you are unable to attend the meeting in person, you may exercise your voting rights by using oneof the following methods. Please review the “Reference Documents for the Ordinary General
Meeting of Shareholders” and exercise your voting rights no later than 5:30 p.m. on Monday, June24, 2019 as described hereafter.
In the case that voting rights are exercised in duplicate, via both postal mail and the Internet, thevoting via the Internet shall be deemed valid.
[Voting in Writing]
Please indicate your approval or disapproval in respect of the proposals on the enclosed Voting
Rights Exercise Form and send the form back so that it reaches us by no later than the above
mentioned exercise date.
[Voting via the Internet]
Please review the “Guidance of Exercise Voting Rights via the Internet, etc.” as described hereafter(Japanese only) and exercise your voting rights no later than the above mentioned exercise date.

Meeting Details
1. Date and Time:

Tuesday, June 25, 2019 at 10:00 a.m. (Japan Standard Time)(The reception desk will open at 9:00 a.m.)

2. Venue:

Yamabuki (4F)
Palace Hotel Tokyo
1-1-1 Marunouchi, Chiyoda-ku, Tokyo-1-

[Translation]

3. Purpose:
Items to be reported:
1. Business Report and Consolidated Financial Statements for the 95th Fiscal year
(from April 1, 2018 to March 31, 2019) as well as audit results of Accounting
Auditor and the Audit & Supervisory Board for the Consolidated Financial
Statements
2. Non-Consolidated Financial Statements for the 95th Fiscal Year (from April 1,2018 to March 31, 2019)
Items to be resolved:
Appropriation of surplus
Proposal 1:
Election of eight (8) Directors
Proposal 2:-2-[Translation](Attached materials)

Business Report(From April 1, 2018 to March 31, 2019)
Overview of the corporate group
1. Business progress and results(1) Operating environment
In fiscal 2018, despite some impact from natural disasters such as earthquakes and heavy rain, the Japanese
economy recovered at a moderate pace, supported by an improvement in the employment and income
environment. However, the outlook remained uncertain due to lingering concerns about US-China trade tensions
and the unstable international situation.
Meanwhile, the overseas food market, particularly in Asia, gained momentum on the back of rapid
diversification in consumer tastes, such as growing interest in healthy eating and authentic food.
The Mitsui Sugar Group worked to strengthen the earnings capabilities of existing businesses while also actively
reallocating management resources to growth fields to address those changes in the market and build a new
business base. During the fiscal year under review, we took a number of long-term strategic steps to tap into thegrowing Asian market, including making new investments in Singapore, China and Thailand.
(2) Summary of the Mitsui Sugar Group(Sugar Business)
In the overseas raw sugar market, which affects raw material prices in the Sugar Business, the sugar price started
the fiscal year at the mid-12 cents per pound level, before falling to around 10 cents at one point amid growing
expectations that supply-demand conditions would ease worldwide. The sugar price subsequently recovered tothe high-12 cents level, but then fluctuated sharply through August and eventually dropped back to the 9-centslevel in late September – the lowest level for around 10 years – amid strong production and an increase in theinventory ratio in Brazil, the world’s largest sugar producer. Buoyed by speculative funds flowing into
commodities markets, the raw sugar price rose sharply to the 14 cents level at one point, but after a short period,
the downward trend intensified, and the sugar price traded closely around the 12-cents mark, ending the fiscal
year at the mid-12 cents level. In Japan, retail prices for refined white sugar started the fiscal year at around
189–190 yen per kg, but shipment prices were reduced in July to reflect the decline in overseas raw sugar prices
and the retail sugar price ended the fiscal year at around 187-188 yen per kg.
In sales activities, sales volume declined slightly year on year, reflecting weak shipments due to the impact ofheavy rain in Western Japan and Typhoon Jebi and a drop in year-end demand for home-use sugar sachets. In
production activities, fixed manufacturing costs rose due to higher fuel prices and an increase in depreciation
costs related to investment in new equipment and facilities to ensure stable operations. In addition, amid weakoverseas raw sugar prices, the cost of raw material inventories carried over from the previous fiscal year washigh compared with product sales prices, pushing down profits.
Overseas, the Group significantly expanded its operations. In Thailand, the Group upgraded and expandedfacilities at a sugar processing plant operated by Kaset Phol Sugar Ltd. to meet growing demand for sugar fromboth a volume and quality perspective. The Group also acquired SIS’88 Pte. Ltd., which owns the dominantsugar brand in Singapore. The acquisition gives the Group a base to expand its business in Southeast Asia andthe Middle East. In addition, the Group invested in COFCO Sugar Liaoning Co., Ltd., an affiliate of COFCO, amajor state-run corporate group in China. The Group faces accounting costs such as amortization of goodwill
related to these recent aggressive investments in new business sites. However, leveraging those new sites, weplan to expand the overseas business and ensure a profitable return on the investments as soon as possible.
In domestic consolidated subsidiaries, Hokkaido Sugar Co., Ltd. faced lower sales prices and higher distribution
costs due to rising fuel prices. The company was also affected by the Hokkaido Eastern Iburi earthquake. Profits
declined at Showa Sugar Co., Ltd. due to low sucrose content in sugar cane caused by unfavorable weather.
As a result, net sales of the Sugar Business amounted to 84,117 million yen (up 0.3% year on year) andoperating income was 2,350 million yen (down 46.9% year on year).

-3-

[Translation]

Sugar market status during period
Domestic market price (listed in Nippon Keizai Shimbun, per kilogram of a large bag of superfine sugar, Tokyo)
Opening priceHighest price

Lowest price

Closing price

189-190 yen

189-190 yen

187-188 yen

187-188 yen

Overseas raw sugar price (NY sugar current delivery, per pound)
Opening priceHighest price

Lowest price

Closing price12.33 cents

14.24 cents

9.83 cents

12.53 cents(Food Science Business)
In the Food Science Business, sales volume increased year on year, supported by a successful campaign
promoting the function of isomaltulose to improve stamina during exercise, which led to a major beveragemaker using the ingredient for new products. The business also achieved strong sales of isomalt to major users,
helping to lift sales and profits year on year.
However, in consolidated subsidiaries, sales and profits declined year on year at Nutri Co., Ltd., reflecting
weaker sales and higher personnel and distribution expenses to strengthen the sales structure. TAISHOTECHNOS CO., LTD. reported higher sales, but profits declined due to temporary costs related to theconstruction of a new factory and R&D center. The Group will combine its experience and expertise in thedevelopment and manufacture of food ingredients, which underpin a wide range of processed foods, and use thissubsidiary as the center for new value creation.
As a result, net sales in the Food Science Business amounted to 19,200 million yen (down 1.9% year on year),while operating income was 471 million yen (down 55.3% year on year).
(Real Estate Business)
The Real Estate Business reported sales of 1,956 million yen (up 5.2% year on year) and operating income of921 million yen (up 5.1% year on year), both higher year on year, mainly reflecting the start of leasing activities
for a new logistics center in Okayama City.
As a result of the above, net sales in fiscal 2018 decreased 0.0% year on year to 105,274 million yen andoperating income dropped 41.1% to 3,742 million yen.
In non-operating income and expenses, the Group has received royalty income based on a patent anddevelopment and marketing rights agreement for fingolimod (FTY720) between Novartis Pharma AG and
Mitsubishi Tanabe Pharma Corporation, which is the joint holder of the fingolimod patent with the Company.
However, Novartis Pharma has initiated an arbitration process challenging the enforceability of certain
provisions under the agreement. In light of progress with that process, the Group has decided not to recognize
profits related to the portion of royalty income subject to the arbitration. Depending on the outcome of thearbitration process, the unrecognized portion of royalty income may be recognized as a lump-sum amount at alater date.
The Group recorded share of losses of entities accounted for using equity method, reflecting a decline in sales
prices at affiliates in Thailand due to a drop in the overseas raw sugar price, and a decline in sugar cane sucrose
content at affiliates in Okinawa and Kagoshima due to unfavorable weather. As a result, ordinary income
declined 24.2% year on year to 10,314 million yen and profit attributable to owners of parent fell 17.5% to 6,862
million yen.
Net sales by business segment
Business segment

Net sales

Component ratio
Million yen

Sugar Business
Food Science Business
Real Estate Business
Total

84,117
19,2001,956
105,274

-4-

%
79.9
18.2
1.9
100.0

[Translation]

2. Issues to work on
The Group’s Sugar Business generates close to 80% of consolidated net sales. Consequently, the Group’sbusiness structure is exposed to changes in the operating environment in the Sugar Business and developments
in agricultural policy and trade policy. In addition, domestic sugar consumption is projected to gradually decline
due to factors such as Japan’s aging society and falling population and rising imports of pre-sweetened products.
Meanwhile, as noted above, a portion of royalty income paid by Novartis Pharma AG to Mitsubishi Tanabe
Pharma Corporation, a joint patent holder with Mitsui Sugar, is being challenged through an arbitration
procedure by Novartis Pharma. The Group has not recognized the portion of royalty income subject to thearbitration, which is likely to lead to a steep drop in ordinary income of the fiscal year ending March 31, 2020.
Against that backdrop, the Group needs to urgently ensure investment projects funded by that income become
profitable as soon as possible and establish a new earnings structure. The Group will implement the following
measures to achieve those goals.
In the domestic Sugar Business, we will further improve efficiency by optimizing all phases of our operations,from production and pricing strategy to the sales network and logistics, while also fulfilling our corporate social
responsibility by ensuring stable supplies. In the overseas Sugar Business, we plan to use our accumulated
expertise in sugar refining technologies, product development and sales at SIS’88 Pte. Ltd. in Singapore and at
COFCO Sugar Liaoning Co., Ltd. in China to increase the value of their businesses. We will also grow earnings
by strengthening cooperation with affiliates in Thailand to address rising demand for high-quality sugar.
In the Food Science Business, we will use M&A and other approaches to rapidly make the business profitable,
leveraging our scientific knowledge of sugar to create new businesses with a key presence in fields that extend
healthy life expectancy, improve performance during exercise and combine health and flavor.
In the Real Estate Business, we aim to generate stable profits by renovating rental properties and pushing ahead
with the development of real estate assets in Okayama City and Nagata Ward in Kobe City.
In research and development, we aim to create new businesses that maximize the benefits of sugar cane as anenvironmentally friendly crop. Specifically, we plan to manufacture and develop applications for polyphenol andother valuable substances extracted from bagasse, a solid residue left after the extraction of liquid from sugar
cane, and work on developing technology to improve cultivation techniques to make sugar cane farming morestable and highly profitable.
In addition, we will overhaul our operations and actively develop our personnel to ensure the above measures
are implemented rapidly and effectively.

-5-[Translation]

Reference Documents for
the Ordinary General Meeting of Shareholders

Proposal 1:

Appropriation of surplus

Details pertaining to the appropriation of surplus are as follows:
It is the basic policy of the Company to pay stable and continuous dividends to shareholders.
With regard to the amount of dividends, the Company will set the level of dividends, taking into
account business development for future growth and sufficient internal reserves essential forstrengthening its management base, while considering the operating environment on a case-bycase basis, with the goal of a payout ratio of 35%. The Company will also work to promote its
dynamic capital policy in order to further increase corporate value.
Based on the policy above and business results, etc., the Company plans to set the year-end
dividend at 55 yen per share, after making a comprehensive consideration of returning profit toshareholders, securing sufficient internal reserves for strengthening the financial condition andmanagement foundation of the Company, and investments to drive reproduction and growth.
Since the interim dividend in the amount of 55 yen has been distributed, the annual dividend forthe current fiscal year will be 110 yen per share, resulting in the payout ratio of 42.8%.
Year-end dividends:(1) Type of dividend assets
Cash
(2)

Allocation and total amount of the dividend assets
55 yen per share of the Company’s common stock
Total amount of dividends: 1,468,606,700 yen(3)Effective date of dividend payment
June 26, 2019-6-

[Translation]

Proposal 2:

Election of eight (8) Directors

The terms of office of all eight (8) Directors expire at the conclusion of the Meetings. This
proposal requests the election of eight (8) Directors.
The candidates for Directors are as follows:
No.

Name

Current positions in the Company

Attendance atBoard of Directors’
meetings

1

Daisuke Saiga

Reappointment

President & CEO

11/11

2

Yutaro Tako

Reappointment

Director, Senior Executive Managing Officer

11/11

3

Junichi Nomura

Reappointment

Director, Senior Executive Managing Officer,
General Manager of Sugar Production Group

11/11

4

Hideyuki Mikayama Reappointment

Director, Senior Executive Managing Officer &
CFO

11/11

5

Junichi Handa

–

11/11

6

Yusuke Kawamura

–

11/11

7

Yuko Tamai

Reappointment
Outside

–

11/11

8

Miki Yoshikawa

Reappointment
Outside–

11/11

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent-7-

[Translation]

No.

1

Name
(Date of birth)

Career summary, positions in the Company,
and important concurrent positions
April 1977

Joined Mitsui & Co., Ltd.

April 2008

Managing Officer, General Manager of Human
Resources & General Affairs Division, Mitsui & Co.,Ltd.

April 2010
Daisuke Saiga(March 16, 1955)

Executive Managing Officer, Chief Compliance Officer,
Mitsui & Co., Ltd.

June 2010

Reappointment

Representative Director, Executive Managing Officer,
Chief Compliance Officer, Mitsui & Co., Ltd.

April 2012

Representative Director, Senior Executive Managing
Officer, Mitsui & Co., Ltd.

April 2014

Representative Director, Executive Vice President,
Mitsui & Co., Ltd.

April 2016

Director, Mitsui & Co., Ltd.

June 2016

President and CEO of the Company (to present)

Number of theCompany’s
shares held

3,300

(Reasons for nomination as candidate for Director)
The Company expects that he can continue to make use of his experience and proven track record as a corporate
manager of a trading firm as well as his knowledge and oversight capability necessary to faithfully perform duties for
its management.

2

April 1979

Joined Mitsui & Co., Ltd.

February 2002

Sales Manager of Food Resources Division, Osaka
Office, Mitsui & Co., Ltd.

April 2004

Manager of Sugar & Starch Products Section, Sugar &Fermented Products Division, Foods & Retail Business
Unit, Mitsui & Co., Ltd.

December 2006

General Manager of Sugar & Fermented Products
Division, Foods & Retail Business Unit, Mitsui & Co.,Ltd.

Yutaro Tako
(June 26, 1956)

June 2007

Outside Director of the Company

Reappointment

May 2011

Director, Executive Managing Officer of the Company

December 2013

Director, Hokkaido Sugar Co., Ltd.

April 2014

Director, Senior Executive Managing Officer of theCompany (to present)

December 2014

Director, Nutri Co., Ltd. (to present)

April 2017

General Manager of Food Science Group of theCompany

June 2018

General Manager of Sugar Sales Group of the Company(Important concurrent positions)
Director, Nutri Co., Ltd.
(Reasons for nomination as candidate for Director)
Since he has held positions as a head of the sales department at a trading firm and the Company, the Company
expects that he can make use of his broad experience and insight mainly in the sales department to handle thebusiness management.

-8-

6,400

[Translation]

No.

Name
(Date of birth)

Junichi Nomura(October 26, 1958)
3

Reappointment

Career summary, positions in the Company,
and important concurrent positions
April 1981

Joined the Company

April 2008

General Manager of Chiba Factory, Sugar Production
Group of the Company

April 2010

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2013

Executive Officer, General Manager of Kobe Factory,
Sugar Production Group of the Company

April 2014

Executive Managing Officer, General Manager of Sugar
Production Group of the Company

June 2014

Director, Executive Managing Officer, General Manager
of Sugar Production Group of the Company

April 2016

Director, Senior Executive Managing Officer, General
Manager of Sugar Production Group of the Company (topresent)

Number of theCompany’s
shares held

2,260

(Reasons for nomination as candidate for Director)
The Company expects that he can continue to make use of his many years of experience and insight in the
Company’s production department for its management.

Hideyuki Mikayama(August 21, 1955)
4

Reappointment

April 1979

Joined Mitsui & Co., Ltd.

April 1999

General Manager of Finance Department, MITSUI &CO. (U.S.A.), INC.

April 2007

General Manager of Financial Planning and
Administrative Division, Mitsui & Co., Ltd.

April 2009

General Manager of Finance Division, Mitsui & Co., Ltd.

April 2011

Managing Officer, General Manager of Finance Division,
Mitsui & Co., Ltd.

April 2012Managing Officer, General Manager of Nagoya Office,Mitsui & Co., Ltd.

April 2013

Executive Managing Officer, General Manager ofNagoya Office, Mitsui & Co., Ltd.

June 2014

Outside Director, Resona Bank, Limited. (to present)

June 2014

Director, Executive Managing Officer & CFO General
Manager of Finance & Accounting Division of theCompany

April 2015

Director, Executive Managing Officer & CFO of theCompany

April 2017

Director, Senior Executive Managing Officer & CFO of
the Company (to present)(Important concurrent positions)
Outside Director, Resona Bank, Limited.
(Reasons for nomination as candidate for Director)
Since he has broad experience and knowledge gained through finance-related operations at a trading firm, theCompany expects that he can continue to make use of the experience and knowledge for its management.

-9-

2,600

[Translation]

No.

Name
(Date of birth)

Junichi Handa(February 13, 1957)

5

Reappointment
OutsideIndependent

Career summary, positions in the Company,
and important concurrent positions
April 1979

Joined Toa Nenryo Kogyo Co., Ltd.

February 2002

Representative Director, Booz Allen Hamilton

April 2005

President & CEO, Management Wisdom Partners, Japan

April 2013

Senior Vice President, Human Resources Department,
Takeda Pharmaceutical Co., Ltd.

June 2013

Corporate Officer, Senior Vice President, Human
Resources Department, Takeda Pharmaceutical Co., Ltd

October 2014

Global Human Resources, Takeda Pharmaceutical, Co.,Ltd.

June 2015

Outside Director of the Company (to present)

July 2015

President & CEO, Management Wisdom Partners, Japan(to present)

April 2016

Project Professor, Graduate School of Economics, The
University of Tokyo (to present)

Number of theCompany’s
shares held

0

(Important concurrent positions)
Project Professor, Graduate School of Economics, The University of Tokyo
President & CEO, Management Wisdom Partners, Japan(Reasons for nomination as candidate for Outside Director)
Since he has a profound knowledge of corporate strategy, particularly in the field of formulating human resources
strategy with a proven track record, the Company expects that he can appropriately perform his duties as Outside
Director from an objective perspective.

Yusuke Kawamura(December 5, 1953)
6

Reappointment
OutsideIndependent

April 1977

Joined Daiwa Securities Co. Ltd.

January 1997

General Manager of Syndicate Department, CapitalMarket Division, Daiwa Securities Co. Ltd.

June 2007

Public Board Member, Self-regulation Board, Japan
Securities Dealers Association

April 2010

Director, Japan Securities Research Institute

January 2011

Commissioner, Fiscal System Council, Ministry of
Finance (to present)

April 2012

Deputy Chairman of the Institute, Daiwa Institute of
Research, Ltd.

February 2013

Commissioner, Business Accounting Council, Financial
Services Agency (to present)

May 2013

Commissioner, Ministerial Meeting on Promotion of
Utilization of Public-Private Funds (to present)

November 2013 Outside Director, Cool Japan Fund (to present)
May 2016

Visiting professor, Nankai University (to present)

January 2017

Visiting research fellow, Guangdong Academy of Social
Sciences (to present)

June 2017

Outside Director of the Company (to present)

June 2018

Trustee, Japan Securities Research Institute (to present)

April 2019

Special Chairman of the Institute, Daiwa Institute of
Research, Ltd. (to present)
Adviser, Japan Securities Dealers Association (topresent)
Visiting professor, KYOTO SAGA UNIVERSITY OF
ARTS. (to present)(Important concurrent positions)
Special Chairman of the Institute, Daiwa Institute of Research, Ltd.
(Reasons for nomination as candidate for Outside Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.

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0[Translation]

No.

Name
(Date of birth)

Career summary, positions in the Company,
and important concurrent positions
April 1994

Number of theCompany’s
shares held

Registered as an Attorney at Law
Joined Nagashima & Ohno

September 2000 Joined Covington & Burling LLP (Washington, D.C.)
January 2001

Registered as an Attorney at Law in New York State

April 2001

Rejoined Nagashima Ohno & Tsunematsu

January 2003
Yuko Tamai(November 28, 1965) June 2015
7

Reappointment
OutsidePartner, Nagashima Ohno & Tsunematsu (to present)
Outside Audit & Supervisory Board Member, Japan
Bank for International Cooperation (to present)

June 2017

Outside Director of the Company (to present)

April 2019

Commissioner, Certified Public Accountants andAuditing Oversight Board (to present)

0(Important concurrent positions)
Partner, Nagashima Ohno & Tsunematsu
Outside Audit & Supervisory Board Member, Japan Bank for International
Cooperation(Reasons for nomination as candidate for Outside Director)
Since she has a high degree of specialized knowledge and abundant experience as an attorney, the Company expects
that she can appropriately perform her duties as Outside Director from an objective perspective.

Miki Yoshikawa(December 26, 1961)
8

Reappointment
OutsideApril 1984

Joined Mitsui & Co., Ltd.

March 2000

President & CEO, Japan Information Resources Co., Ltd

October 2007

General Manager of Logistics Business Promotion
Division, Food & Retail Business Unit, Mitsui & Co.,Ltd.

April 2008

General Manager of Retail Logistics Division, Food &Retail Business Unit, Mitsui & Co., Ltd.

October 2010

General Manager of Retail Business Division, Food &Retail Business Unit, Mitsui & Co., Ltd.

February 2012

Divisional Operating Officer of Foodstuff Business
Division, Asia Pacific Business Unit, Mitsui & Co., Ltd.,and S.V.P. of Mitsui & Co. (Asia Pacific) Pte. Ltd.

April 2015

Managing Officer, Chief Operating Officer of Food
Resources Business Unit, Mitsui & Co., Ltd.

April 2016

Managing Officer, Chief Operating Officer of FoodBusiness Unit, Mitsui & Co., Ltd.

June 2017

Outside Director of the Company (to present)

April 2019

Executive Managing Officer, Chief Operating Officer ofFood Business Unit, Mitsui & Co., Ltd. (to present)(Important concurrent positions)Executive Managing Officer, Chief Operating Officer of Food Business
Unit, Mitsui & Co., Ltd.
(Reasons for nomination as candidate for Outside Director)
Since he has abundant experience and insight in the field from which he originates, the Company expects that he canappropriately perform his duties as Outside Director from an objective perspective.
Notes:
1. There are no vested interests between each of the candidates and the Company.
2. Mr. Junichi Handa, Mr. Yusuke Kawamura, Ms. Yuko Tamai and Mr. Miki Yoshikawa are candidates
for Outside Directors.
3. The Company designated Mr. Junichi Handa and Mr. Yusuke Kawamura as independent officers andregistered them with the Tokyo Stock Exchange pursuant to the provisions of the Exchange. If thereelection of both of them is approved at this Meeting, the Company plans for their appointment as
independent officers to continue.
4. Ms. Yuko Tamai is independent according to the Tokyo Stock Exchange’s independence criteria andfulfills the qualifications of an independent officer. However, in accordance with the policy of the law
office where she is a partner, the Company has no plans to register her as an independent officer with
the Tokyo Stock Exchange.

- 11 -

0[Translation]

5.

6.

7.
8.
9.

Although Mr. Yusuke Kawamura and Ms. Yuko Tamai have not been involved in corporate
management except for being an Outside Director in the past, the Company has judged that they can
perform their duties as Outside Directors appropriately as described in “Reasons for nomination as
candidate for Outside Director.”
Mr. Miki Yoshikawa has been serving as a business executive at Mitsui & Co., Ltd., which had
specific relations with the Company during the past 5 years. He received salary and othercompensation for the last 2 years from the company as well, and is expected to continue to receive
salary and other compensation from the company.
Mr. Junichi Handa is currently the Company’s Outside Director. His terms of office will be 4 years at
the conclusion of this Meeting.
Mr. Yusuke Kawamura, Ms. Yuko Tamai and Mr. Miki Yoshikawa are currently the Company’s
Outside Director. Their terms of office will be 2 years at the conclusion of this Meeting.
In accordance with Paragraph 1, Article 427 of the Companies Act, the Company has agreementswith Mr. Junichi Handa, Mr. Yusuke Kawamura, Ms. Yuko Tamai and Mr. Miki Yoshikawa to limit
their liability for damages stipulated in Paragraph 1, Article 423 of the Companies Act to theminimum amount set forth in Paragraph 1, Article 425 of the Companies Act. If the reelection of eachof them are approved at this Meeting, the Company will keep the said agreements with each of them.

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