This English translation is made for reference purposes only, and in the event of any discrepancies
between the English version and the Japanese version, the Japanese version prevails.
Securities Code: 5988
June 6, 2018

To Our Shareholders:
51 Iwai-cho, Hodogaya-ku,
Yokohama-shi, Kanagawa

Piolax, Inc.
Yukihiko Shimazu, President

Notice of the 102nd Annual Meeting of Shareholders
The Company would hereby like to request shareholders to attend the Company’s 102nd Annual
Meeting of Shareholders as described below.
If you are unable to attend the meeting on the date, you may also exercise your voting rights
in writing or via the Internet, etc. We kindly request you to read the following Reference
Document for the Annual Meeting of Shareholders and exercise your voting rights no later
than the close of business at 5:30 p.m., Monday, June 25, 2018 following the instructions
below.
Sincerely yours,

1.

Date:

10:00 a.m., June 26 (Tuesday), 2018

2.

Venue:

4F Hall, Yokohama Technical Center, Piolax, Inc.
179 Kariba-cho, Hodogaya-ku, Yokohama-shi, Kanagawa

3.

Purposes:
Items to be reported:

1.

2.

Items to be resolved:
Agenda No. 1:
Agenda No. 2:

The Business Report, the Consolidated Financial
Statements and the Results of Consolidated Financial
Statement Audits by the Accounting Auditor and the Audit
and Supervisory Committee for the 102nd business period(April 1, 2017 to March 31, 2018)
The Non-Consolidated Financial Statements for the 102ndbusiness period (April 1, 2017 to March 31, 2018)

Appropriation of Retained Earnings
Election of Five (5) Directors (excluding Directors who are
Audit and Supervisory Committee Members)

Agenda No. 3:

Election of Three (3) Directors who are Audit and Supervisory
Committee Members

Agenda No. 4:

Election of One (1) Director who is Substitute for Audit andSupervisory Committee Member

4.
Informationon
Please see Information on Exercise of Voting Rights, etc. listed
exercise of voting rights, on Page 3.
etc.

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・ When you attend the meeting, we kindly request that you submit the enclosed voting form to
the receptionist at the venue. Please also bring this notice to the meeting with you to help us
preserve resources.
・ Of the matters to be included in this notice, the following matters are not listed in this notice, but
are put on the Company’s website (https://www.piolax.co.jp/en/) in accordance with laws andregulations and the provisions of Article 19 of the Company’s Articles of Incorporation.
・

Notes to the Consolidated Financial Statements

・

Notes to the Non-Consolidated Financial Statements

・ The Consolidated Financial Statements and Non-Consolidated Financial Statements audited by the
Audit and Supervisory Committee and Accounting Auditors in the preparation of the Auditor’sReport and the Accounting Auditor’s Report respectively include the matters stated in the document
attached to this notice. They also include matters to be reported in the Notes to the Consolidated
Financial Statements and Notes to the Non-Consolidated Financial Statements.

・ If there are any revisions to the Reference Document for the Annual Meeting of Shareholders,the Business Report, and/or the Non-Consolidated and the Consolidated Financial Statements,
the revised matters will be listed on the Company’s website (https://www.piolax.co.jp/en/).

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Information on exercise of voting rights, etc.
You may exercise your voting rights by any of the following three methods.

If you attend the Annual Meeting of Shareholders:
Please submit the voting form to the receptionist at the venue. (It is not necessary to affix aseal.)
Date: 10:00 a.m., Tuesday, June 26, 2018

(Reception start: 9:00 a.m.)

Venue: 4F Hall, Yokohama Technical Center, Piolax, Inc.

If you exercise your voting rights by mail:Please indicate “for” or “against” on each agenda item on the voting form enclosed herewith
and post it without attaching a stamp.
Voting deadline: must arrive by 5:30 p.m., Monday, June 25, 2018

If you exercise your voting rights via the Internet, etc.
PleaseaccesstheJapanese-language
votingrightsexercisewebsite(https://www.web54.net) through personal computer, smartphone, etc., enter your voting
rights exercise code and password listed on the voting form enclosed herewith, and enter “for”
or “against” according to the guidance on the screen.
Voting deadline: by 5:30 p.m., Monday, June 25, 2018(i)

Please note that in order to prevent unauthorized access by parties other thanshareholders ("spoofing") and the alteration of votes submitted, shareholders who use
this function will be asked to change their password on the voting site.

(ii)

We will inform you of your new voting rights exercise code and password at every
convocation of a Meeting of Shareholders.

(iii)

The costs incurred for access to the website to exercise voting rights (such as Internet
connection charge, phone charge) shall be borne by the shareholders.

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Information on exercise of voting rights via the Internet, etc.
If you exercise your voting rights via the Internet, etc., we kindly request that you access the voting
rights exercise website designated by the Company through personal computer or smartphone, etc.
and exercise your voting right according to the guidance on the screen.
The voting rights exercise website designated by the Company: https://www.web54.net
Voting rights exercise deadline: by 5:30 p.m., Monday, June 25, 2018(i) Access to the voting rights
exercise site(ii) Login(iii) Enter password►

https://www.web54.net
Click “continue to the next.”►

Enter your voting rights
exercise code listed on thevoting form and click “Login.”Enter your password listed on
the voting form and click“Next.”* If you did not set up yourpassword, you need to registera new password.

Please enter “for” or “against” according to the input guidance on the screen for the following.
* If you exercise your voting rights multiple times via the Internet, etc., the last vote shall be deemedvalid.
* If you exercise your voting rights both via the Internet, etc. and in writing, the vote via the Internet,
etc. shall be deemed valid.

Inquiries about exercise of voting rights via the Internet, etc.
Sumitomo Mitsui Trust Bank, Limited (for Stock Transfer Agency Web Support)
Free dial 0120-652-031 (Hours 9:00 - 21:00)

To institutional investors
Institutional investors may also use an electronic voting rights exercise platform for institutional
investors that is operated by ICJ, Inc. as the method for exercising voting rights.

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Reference Document for the Annual Meeting of Shareholders
Meeting Agenda and Referential Matters

Agenda No. 1:

Appropriation of Retained Earnings

The Company’s fundamental policy on the appropriation of profits is to execute balanced
management on steady returns of earnings to shareholders and adequate internal reserves tostrengthen the business foundations. Based on this policy, the Company proposes theyear-end dividends and the appropriation of other retained earnings for the fiscal year underreview as follows.
1. Year-end Dividend(1)Type in which dividends are paid
Cash payment(2)

Allocation of dividends and total amount of dividends
The Company would like to disburse 28 yen per common share of the Company inclusiveof a commemorative dividend of 5 yen per share (in commemorating the 85th anniversaryof the Company’s founding.)
In this case, the total amount of dividends shall be 1,039,346,644 yen.
As a result, the dividends on an annual basis will be 45 yen per share including the interim
dividends of 17 yen per share.

(3)

Effective date on which dividends are disbursed from retained earnings
June 27, 2018

2. Appropriation of Other Retained Earnings(1)

Increased retained earning item and its amount
General reserve(2)

3,300,000,000 yen

Reduced retained earning item and its amount
Retained earnings brought forward

3,300,000,000 yen-5-Agenda No. 2:

Election of Five (5) Directors (excluding Directors who are Audit andSupervisory Committee Members)

The term of office of all four (4) Directors (excluding Directors who are Audit andSupervisory Committee Members; hereinafter the same applies in this agenda) will expire
upon conclusion of this Annual Meeting of Shareholders. Accordingly, the Company hereby
proposes the election of five (5) Directors, increased by one (1) External Director, in order tostrengthen the management system.
The Audit and Supervisory Committee confirmed that, after reviewing this agenda, it foundno areas in need of attention.
The candidates for Directors are as follows.
Candidate
No.

Name

1

Kazuhiko Kato

2

Yukihiko Shimazu

3

Michio Nagamine

4

Seiichi Sato

5

Toru Oka

Current position and responsibility, etc.
Chairman and Representative Director
Chairman of the Board of Directors
President and Representative Director
Supervision of Sales Department
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
Managing Director
Supervision of Planning and Administration
Department, Purchasing Department,
Information Technology Department, andaffiliated companies
Managing Director
Supervision of Design Department, Production
and Logistics Department, and Quality
Assurance Department

Attributes
Re-election

Re-election

Re-election

Re-election

New External

Re-election The candidates for Directors to be re-elected
New The candidate for new Director
External The candidate for External Director-6-Candi
date
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
October 1966
November
1968

Kazuhiko Kato
(April 12,
June 1977
1940)
June 1984
Re-election
April 2010

1

Joined Piolax, Inc.
Director
General Manager, Materials Department,
Piolax, Inc.
Managing Director, Piolax, Inc.
President, Piolax, Inc.
Chairman, Piolax, Inc. (incumbent)

Number of theCompany’s
shares owned

1,005,000(Responsibility)
Chairman of the Board of Directors
Reason for the election of Director:
As President and Representative Director of the Company during the period from June 1984 toMarch 2010, Mr. Kazuhiko Kato led the Company toward growth and has made contributions
as a keystone for the formation of the corporate culture of the Company. After assuming theposition of Chairman and Representative Director of the Company in April 2010, Mr. Kato
served as Chairman and Director of the Company’s subsidiary specializing in the manufactureof medical devices from January 2011 to June 2016 and has provided the Group with a broad
range of directions needed to implement business strategies.
The Company believes that Mr. Kato would continue to make use of his abundant experience,
considerable insight and extensive networks gained over the years for contributing todecision-making at the Board of Directors and bringing benefits for business development on a
global scale and improvement in corporate value. Accordingly, the Company proposes that he
be a candidate for Director.

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Candi
date
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1981
July 1999

Yukihiko
Shimazu(September
10, 1957)
Re-election

2

August 2001
June 2005
June 2006

Joined Piolax, Inc.
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax Corporation
Director, Piolax, Inc.
Director
General Manager, Overseas Sales
Department, Piolax, Inc.
President, Piolax, Inc. (incumbent)

Number of theCompany’s
shares owned

47,100April 2010
(Responsibility)
Supervision of Sales Department(Significant concurrent positions)
CEO, Wuhan Piolax Co., Ltd.
CEO, Dongguan Piolax Co., Ltd.
Reason for the election of Director:
Mr. Yukihiko Shimazu served as President and Representative Director of the Company from
April 2010 up to the present and has led domestic and overseas the Company group companies
under the slogan, “ONE PIOLAX,” toward growth. He had undertaken the role of President of
the U.S. subsidiary of the Company from August 2001 to May 2006, and currently has theconcurrent position of CEO (Chairman) of two Chinese subsidiaries of the Company, thus
having made contributions to transforming the Company as a global entity.
The Company believes that Mr. Shimazu would continue to make use of his abundant
experience, considerable insight and extensive networks gained over the years for contributing
to decision-making of the Board of Directors, and bringing benefits for business development
on a global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

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Candi
date
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
April 1979
June 2003

June 2007
July 2007

April 2008
MichioNagamine(March 15,
1957)
Re-election

June 2008

June 2012
April 20133
April 2015

Joined Japan Development Bank (current
Development Bank of Japan Inc.)
General Manager, Information Resources
Department, Development Bank of Japan
Inc.
Advisor, Piolax, Inc.
Advisor
General Manager, ERP Promotion
Department, Piolax, Inc.
Advisor
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, Purchasing
Department, Piolax, Inc.
Director
General Manager, HR Office, Piolax, Inc.
Managing Director
General Manager, HR Office, Piolax, Inc.
Managing Director, Piolax, Inc.
(incumbent)

Number of theCompany’s
shares owned-(Responsibility)
Supervision of Planning and Administration Department,
Purchasing Department, Information Technology
Department, and affiliated companies
Reason for the election of Director:
Mr. Michio Nagamine has served as Managing Director of the Company since April 2013 up
to the present, and contributed to the growth of the Company by undertaking roles as General
Manager responsible for Planning and Administration, Purchasing, and Information
Technology Departments, as well as operations of the affiliates of the Company. He has gained
considerable knowledge and insight in IT and finance fields through managerial jobs including
the management of Development Bank of Japan Inc. prior to joining the Company in June
2007.
The Company believes that Mr. Nagamine would continue to make use of his abundant
experience, sufficient insight and extensive networks gained over the years for contributing todecision-making of the Board of Directors, and bringing benefits for business development ona global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

-9-Candi
date
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)
March 1978
October 2002
April 2004
June 2011

Seiichi Sato
(May 31,1955)
Re-election

June 2014

June 2017
4

Joined Piolax, Inc.
President, Piolax OC Systems Co., Ltd.
Executive Officer, Piolax, Inc.
President, Piolax OC Systems Co., Ltd.
Managing Executive Officer
Director
General Manager, Design Department,
Piolax, Inc.
Managing Director
General Manager, Design Department,
Piolax, Inc.

Number of theCompany’s
shares owned

25,500Managing Director, Piolax, Inc.
(incumbent)(Responsibility)
Supervision of Design Department, Production andLogistics Department, and Quality Assurance Department
Reason for the election of Director:
Mr. Seiichi Sato has served as Managing Director of the Company since June 2014 up to thepresent, and contributed to the growth of the Company by undertaking roles as General
Manager responsible for Design, Production and Logistics, and Quality Assurance
Departments. He also gained managerial experience through the role as President of theCompany’s subsidiary from October 2002 to September 2005 and accumulated knowledge andinsight in the fields of finance as well as design and production.
The Company believes that Mr. Sato would continue to make use of his abundant experience,
sufficient insight and extensive networks gained over the years for contributing todecision-making of the Board of Directors, and bringing benefits for business development ona global scale as well as improvement in corporate value of the Company. Accordingly, theCompany proposes that he be a candidate for Director.

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Candi
date
No.

Name
(Date of birth)

Brief profile, position and responsibility at the Company(Significant concurrent positions)

Number of theCompany’s
shares owned

April 1972

5

Joined Toyo Kogyo Co., Ltd. (current
Mazda Motor Corporation)
April 1986
US manufacturing subsidiary of Mazda
April 1992
Purchasing Division, Mazda Motor
Corporation
April 1997
General Manager, Parts Purchasing Dept.
No. 1, Purchasing Division, Mazda Motor
Corporation
June 2002
Executive Officer, Mazda Motor
Corporation
Toru Oka
April 2004
Executive Officer(February 26,
General Manager, Purchasing Division,
1950)
Mazda Motor Corporation
New
April 2006
Managing Executive Officer, Mazda
External
Motor Corporation
June 2010
President & Representative Director,
DaikyoNishikawa Corporation
June 2015
Director and Senior Adviser,
DaikyoNishikawa Corporation
August 2016
External Director, Ishizaki Honten
Company, Limited, (incumbent)
March 2018
Retired DaikyoNishikawa Corporation(Significant concurrent positions)
External Director, Ishizaki Honten Company, Limited
Reason for the election of External Director
During the period from June 2010 to June 2015, Mr. Toru Oka served as President &Representative Director of DaikyoNishikawa Corporation and has served in the managerialrole of External Director of Ishizaki Honten Company, Limited from August 2016 to thepresent. He also gained experience in the US when he worked at Mazda Motor Corporation
and accumulated extensive experience and knowledge and insight in Japan and overseas.
The Company believes that Mr. Oka would make use of his abundant experience, considerable
insight and extensive networks gained over the years for contributing to decision-making at theBoard of Directors and bringing benefits for business development on a global scale andimprovement in corporate value. Accordingly, the Company proposes that he be a candidate
for External Director.

Notes:
1.
There are no special conflicts of interests between the candidates and the Company.
2.
Mr. Toru Oka is the candidate for External Director.
3.
Mr. Toru Oka meets the requirements for Independent Director in conformity with the regulation of theTokyo Stock Exchange, Inc. and provided that he is approved at the election of Director, he will be
designated as Independent Director.
4.
In the event that Mr. Toru Oka is appointed as Director, the Company plans to enter into a contract with
him to limit liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act inconformity with the provision of Article 427, Paragraph 1 of thereof. The limited amount of liability
under such contracts shall be the amount stipulated in laws and regulations.

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Agenda No. 3:

Election of Three (3) Directors who are Audit and Supervisory
Committee Members

The term of office of all three (3) Directors who are Audit and Supervisory Committee
Members will expire upon conclusion of this Annual Meeting of Shareholders. The
Company hereby proposes the election of three (3) Directors who are Audit and Supervisory
Committee Members.
With regard to this agenda item, the consent of the Audit and Supervisory Committee has
been obtained.
The candidates for Directors who are Audit and Supervisory Committee Members are as
follows.
Candi
date
No.

Name
(Date of birth)

Brief profile and position at the Company(Significant concurrent positions)
April 1978
May 2004
December
2004

August 2011
Yukio
Nagamura(February 19,
1956)
Re-election

June 2016

June 2016
1

Joined The Industrial Bank of Japan,
Limited (current Mizuho Bank, Ltd.)
Joined Piolax, Inc.
General Manager, Business andAdministration Department
General Manager, IR Department, Piolax,
Inc.
Advisor
General Manager, Business andAdministration Department, Piolax, Inc.
President and Director, Piolax Business
Service Co., Ltd.
Director (Audit and Supervisory
Committee Member, full-time), Piolax,
Inc. (incumbent)
External Auditor, Saga Tekkohsho Co.,
Ltd. (incumbent)

Number of theCompany’s
shares owned

10,200(Responsibility)
Chairman of the Audit and Supervisory Committee(Significant concurrent positions)
External Auditor , Saga Tekkohsho Co., Ltd.
Reason for the election of Director:
Mr. Yukio Nagamura has served as Director (full-time) who is an Audit and Supervisory
Committee Member from June 2016 to the present. He has audited the Company’s businessexecution and provided appropriate advice and recommendations for important management
decisions. He gained experience through his roles as General Manager, Business andAdministration Department of the Company from December 2004 to June 2016 and as
President of the Company’s subsidiary from August 2011 to June 2016. He accumulated
considerable knowledge and insight in overall business administration including businessplanning, finance, accounting and internal control, as well as investor relations.
The Company expects him to make use of his abundant experience and extensive knowledge
gained over the years for auditing and supervising the Company’s business execution from an
objective point of view, and accordingly proposes that he be a candidate for Director who is
Audit and Supervisory Committee Member.

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Candi
date
No.

Name
(Date of birth)

Brief profile and position at the Company(Significant concurrent positions)
July 1998

2

3

Number of theCompany’s
shares owned

Director, Certified Public Accountant,
Hiroyuki Imanishi’s Office (incumbent)
October 2001
Director, Runsystem Co., Ltd.
March 2003
Employee, Imanishi Tax and Accounting
Corporation (incumbent)
March 2005
External Auditor, Asahi Net, Inc.
(incumbent)
HiroyukiJune
2005
External Auditor, Piolax, Inc.
Imanishi
June
2008
External Auditor, Sockets Inc.
(September(incumbent)
300
22, 1966)
June 2016
External Director (Audit andRe-election
Supervisory Committee Member) ,External
Piolax, Inc. (incumbent)(Significant concurrent positions)
Director, Certified Public Accountant, Hiroyuki Imanishi’s
OfficeEmployee, Imanishi Tax and Accounting Corporation
External Auditor, Asahi Net, Inc.
External Auditor, Sockets Inc.
Reason for the election of External Director:
Mr. Hiroyuki Imanishi served as External Auditor of the Company from June 2005 to June
2016 and has served as an External Director who has been an Audit and Supervisory
Committee Member of the Company from the establishment of Company with Audit andSupervisory Committee in June 2016 to the present. He has audited the Company’s businessexecution and provided appropriate advice and recommendations for important management
decisions.
In addition, the Company expects him to make use of his experience and knowledge gained
over the years as a certified public accountant in the fields of accounting and taxation forauditing and supervising the Company’s business execution from an objective point of view.
Accordingly, the Company proposes him as a candidate for External Director who is an Audit
and Supervisory Committee Member.
April 1996
Registered with Daiichi Tokyo Bar
Association
Joined Ueno and Takayama Law Firm
February 2001 External Auditor, Naigai TEC
Corporation (incumbent)
June 2004
External Auditor, Shibaura Electronics
Co., Ltd. (incumbent)
October
2004
Representative, Ueno and Asano Law
Kenichi Asano
Firm (incumbent)(December 11,
NovemberDirector, Credit Guarantee Servicer
1967)
2004
Incorporated (incumbent)
Re-election
June 2011
External Auditor, Piolax, Inc.
External
June 2016
External Director (Audit andSupervisory Committee Member) ,Piolax, Inc. (incumbent)(Significant concurrent positions)Representative, Ueno and Asano Law Firm
External Auditor, Naigai TEC Corporation
External Auditor, Shibaura Electronics Co., Ltd.
Director, Credit Guarantee Servicer Incorporated- 13 -

Reason for the election of External Director:
Mr. Kenichi Asano served as External Auditor of the Company from June 2011 to June 2016and has served as an External Director who has been an Audit and Supervisory Committee
Member of the Company from the establishment of Company with Audit and Supervisory
Committee in June 2016 to the present. He has audited the Company’s business execution andprovided appropriate advice and recommendations for important management decisions.
In addition, the Company expects him to make use of his experience and knowledge gained
over the years as an attorney in the legal field for auditing and supervising the Company’sbusiness execution from an objective point of view. Accordingly, the Company proposes him
as a candidate for External Director who is an Audit and Supervisory Committee Member.
Notes:
1.
There are no special conflicts of interest between the candidates and the Company.
2.
Mr. Hiroyuki Imanishi and Mr. Kenichi Asano are the candidates for External Directors.
3.
Mr. Hiroyuki Imanishi and Mr. Kenichi Asano currently serve as External Directors who are Audit andSupervisory Committee Members of the Company. Both Directors will have held office for two(2) years at the closing time of this Annual Meeting of Shareholders. Further, both Directors were
Directors (Auditors) who did not execute the Company’s business in the past.
4.
The Company designated Mr. Hiroyuki Imanishi and Mr. Kenichi Asano as Independent Directors inconformity with the regulation of the Tokyo Stock Exchange, Inc. and registered them as such at theTokyo Stock Exchange, Inc. Provided that these two candidates are approved at the election of
Directors, they will continue to be Independent Directors.
5.
The Company has entered into a contract with Mr. Hiroyuki Imanishi and Mr. Kenichi Asano to limit
the liability for damages prescribed in Article 423, Paragraph 1 of the Companies Act in accordancewith the provision of Article 427, Paragraph 1 thereof. The limited amount of liability under suchcontracts is the amount stipulated in laws and regulations. Provided that these two candidates areapproved at the re-election of Directors, the Company plans to continue such contracts.

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Agenda No. 4:

Election of One (1) Director who is Substitute for Audit andSupervisory Committee Member

To prepare for a contingency where the number of Directors who are Audit and Supervisory
Committee Members does not reach the number required under laws and regulations, theCompany hereby proposes an appointment of one (1) Director who is Substitute for Audit
and Supervisory Committee Member.
With regard to this agenda item, the consent of the Audit and Supervisory Committee has
been obtained.
The candidate for Director who is Substitute for Audit and Supervisory Committee Member
is as follows.
Name(Date of birth)

Brief profile(Significant concurrent positions)
April 1966

May 2000

Yasuo Aizawa(December 18,
1942)

June 2003
March 2005
July 2007

Joined Japan Finance Corporation for Small andMedium Enterprise (current Japan FinanceCorporation)
Director, Japan Finance Corporation for Smalland Medium Enterprise
Auditor, Tokyo Small and Medium Business
Investment and Consultation Co., Ltd.
Managing Director, Tokyo Small and Medium
Business Investment and Consultation Co., Ltd.
Retired Tokyo Small and Medium Business
Investment and Consultation Co., Ltd.
Representative, AY Associates Inc. (incumbent)

Number of theCompany’s
shares owned-

July 2007(Significant concurrent positions)Representative, AY Associates Inc.
Reason for the election of External Director:
After retiring from the post of Director of Japan Finance Corporation for Small and Medium Enterprise,
Mr. Yasuo Aizawa, as Representative of AY Associates Inc., a management consulting company, hasprovided managerial guidance to medium-sized enterprises since July 2007. He had served as a member of
the Company’s Special Committee in charge of anti-takeover measures for four years since June 2012.
The Company expects him to make use of the wealth of experience and knowledge gained over the years
for auditing and supervising the Company’s business execution from an objective viewpoint and hereby
proposes a candidate for External Director who has been a Substitute for Audit and Supervisory
Committee Member since the Company with Audit and Supervisory Committee was established in June
2016. The Company proposes him as a candidate for External Director who is Substitute for Audit andSupervisory Committee Member in conjunction with the replacement time of a Director who is an Audit
and Supervisory Committee Member.
Notes:
1.
There are no special conflicts of interest between the candidate and the Company.
2.
Mr. Yasuo Aizawa is a candidate for Substitute for External Director.
3.
In the event that Mr. Yasuo Aizawa is appointed as External Director who is Audit and Supervisory
Committee Member, the Company plans to enter into a contract with him to limit liability for damagesprescribed in Article 423, Paragraph 1 of the Companies Act in conformity with the provision of Article
427, Paragraph 1 of thereof. The limited amount of liability under such contracts shall be the amountstipulated in laws and regulations.

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