This document has been translated from the Japanese original for reference purposes only. In the event ofany discrepancy between this translated document and the Japanese original, the original shall prevail. The
Company assumes no responsibility for this translation or for direct, indirect or any other forms of damages
arising from the translation.

Securities code: 1882
June 9, 2023
(Start date of measures for electronic provision: June 2, 2023)
To Shareholders with Voting Rights:
Kyouichi Morishita
Representative Director, President
TOA ROAD CORPORATION
7-3-7 Roppongi, Minato City, TokyoNOTICE OF
THE 117th ANNUAL GENERAL MEETING OF SHAREHOLDERS

We would like to express our appreciation for your continued support and patronage.
We hereby inform you that the 117th Annual General Meeting of Shareholders of TOA ROADCORPORATION (the “Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures to provide
information electronically. Matters subject to electronic provision are posted on the following website as“Notice of the 117th Annual General Meeting of Shareholders.”
The Company’s website:
https://www.toadoro.co.jp
In addition to the above website, matters subject to electronic provision are also posted on the following
website.
Tokyo Stock Exchange Inc. website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
Please access the abovementioned Tokyo Stock Exchange Inc. website, search for the Company byentering either the Company name or securities code, and select “Basic information,” followed by“Documents for public inspection/PR information” in order to view the information.
Please review the Reference Documents for the General Meeting of Shareholders described in thematters subject to electronic provision, and exercise your voting rights by 5:30 p.m. Japan time on
Wednesday, June 28, 2023.
[Exercise of voting rights in writing]
Please indicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form, and returnit by mail so that it arrives by the cutoff time for exercise of voting rights specified above.
[Exercise of voting rights via the Internet]
For the method of exercising voting rights via the Internet, please refer to the “Procedures for Exercising
Voting Rights via the Internet.”
If you exercise your voting rights both in writing and via the Internet, voting rights exercised via the Internet
shall be treated as valid.

-1-1. Date and Time:
2. Venue:

Thursday, June 29, 2023 at 10:00 a.m. Japan time
Company Head Office
Conference Room, 7th floor
7-3-7 Roppongi, Minato City, Tokyo

3. Meeting Agenda:
Matters to be reported:1. The Business Report and Consolidated Financial Statements for theCompany’s 117th Fiscal Year (April 1, 2022 - March 31, 2023) and theresults of audits by the Accounting Auditor and the Board of Corporate
Auditors of the Consolidated Financial Statements
2. Non-consolidated Financial Statements for the Company’s 117th Fiscal
Year (April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Seven Directors
Proposal 3:
Election of Two Corporate Auditors
Proposal 4:
Election of One Substitute Corporate Auditor
Proposal 5:(Request) When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk on the day of the meeting.
(Notice) In the event of any revisions to the matters subject to electronic provision, details of therevisions will be posted on each of the designated websites.

-2-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

Regarding appropriation of surplus, we hereby propose as described below.
The Company intends to enhance internal reserves in order to strengthen the corporate constitution and be
prepared for future business development. At the same time, for the returning of profits to shareholders, theCompany remains committed to maintaining a stable dividend payment level based on a comprehensive
consideration of the profit forecast over the medium term, the investment plan, cash flows, and the financial
position, among other factors.
The Company intends to utilize the internal reserves for prioritized investment for further strengthening thebusiness foundation and for future business development from a medium- to long-term perspective.
It is proposed that the year-end dividend for the fiscal year ended March 31, 2023 be paid as follows, taking
into consideration the Company’s performance for the year and future business development:
1. Matters concerning year-end dividend(1) Type of dividend property
Cash(2) Matters related to the allotment of dividend property and the total amount thereof
Per share of common stock of the Company: ¥180
(common dividend of ¥180)
Total amount: ¥855,380,700(3) Effective date of distribution of surplus
June 30, 2023
(Note): On April 1, 2023, the Company conducted a 2-for-1 stock split of its common stock.
Since the record date for the abovementioned year-end dividend is March 31, 2023, dividends
will be paid based on the number of shares held prior to the stock split.
2. Other matters concerning appropriation of surplus(1) Item and the amount of surplus to be increased
General reserve:¥800,000,000(2) Item and the amount of surplus to be decreased
Retained earnings brought forward:¥800,000,000-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
In order to respond to the diversification of our business and future business development, the Company
proposes the addition of business objectives to Article 2 of the current Articles of Incorporation.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Objectives of the Company)(Amended parts are underlined.)
Proposed Amendments(Objectives of the Company)

Article 2
The objectives of the Company are tooperate the following businesses.
1. to 12. (Omitted)(Newly established)(Newly established)
13. (Omitted)
14. (Omitted)

Article 2
The objectives of the Company are tooperate the following businesses.
1. to 12. (Omitted)
13. Electrical works business14. Security business
15. (Unchanged)
16. (Unchanged)-4-

Proposal 3:

Election of Seven Directors

The terms of office of all seven Directors will expire at the conclusion of this General Meeting of
Shareholders. Accordingly, the election of seven Directors is proposed.
The candidates for Director are as follows:

No.

Current positions at theCompanyName

1[Reappointment]

Kyouichi Morishita

2[Reappointment]

Satoru Horinouchi

3[Reappointment]

Hiroshi Nakamura

4[Reappointment]

Shizuo Fukuhara

5[Reappointment]

Masataka Kusumi

6[Reappointment]

Yuko Tahara

7[Reappointment]

Yohei Takada

Representative Director,
President
Representative Director,
Executive Vice President
Director, Senior Managing
Executive Officer
Director, Managing
Executive Officer[Independent
Director][Outside Director][Independent
Director][Outside Director][Independent
Director][Outside Director]-5-

Attendanceat Board of
Directors
meetings
16/16(100%)
16/16(100%)
16/16(100%)
16/16(100%)

Outside Director

16/16(100%)

Outside Director

16/16(100%)

Outside Director

16/16(100%)

Candidates for Director
No.

Name
(Date of birth)

Career summary and positions
April 1981
June 2013
April 2014
April 2015

[Reappointment]

Kyouichi Morishita(September 22, 1956)

1

April 2016

Attendance at Board of
Directors meetings:
16/16

May 2016

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
10 years

April 2017
June 2017

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division, theCompany
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Civil Engineering Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department, theCompany
Director; Managing Executive Officer; General
Manager, Planning and Sales Division; General
Manager, Construction and Engineering Division;
General Manager, Construction Department;
General Manager, Product Business Division, theCompany
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director; President, the Company
To present

Number ofshares of theCompany held

20,102

Responsibilities
Chairman, Internal Control Committee; Chairman, Compliance
Committee; in charge of Audit Office; in charge of Corporate Planning
Office[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Kyouichi Morishita has been mainly engaged in construction and sales divisions
and has a wealth of experience and extensive knowledge. He assumed office as Director and Managing Executive
Officer in 2016. Serving as Representative Director and President since 2017, he is demonstrating strong
leadership and decisiveness in managing the Company and striving to achieve continuous enhancement ofcorporate value. Therefore, the Company proposes his reelection as Director.

-6-

No.

Name
(Date of birth)

Career summary and positions
April 1983
June 2016

April 2017
June 2017

April 2018
[Reappointment]

2

Satoru Horinouchi(July 5, 1959)

June 2018

Attendance at Board of
Directors meetings:
16/16

April 2019

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
7 years

April 2020

April 2021
April 2023

Joined the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Engineering Department; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department, the Company
Director; Executive Officer; General Manager,
Construction and Engineering Division; General
Manager, Construction Department; General
Manager, Technology Division, the Company
Director; Managing Executive Officer; General
Manager, Technology Division; General Manager,
Affiliated Business Division, the Company
Representative Director; Managing Executive
Officer; General Manager, Technology Division;
General Manager, Affiliated Business Division, theCompany
Representative Director; Senior Managing
Executive Officer; General Manager, ProductBusiness Division; General Manager, Technology
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Sales
Division; General Manager, Affiliated Business
Division, the Company
Representative Director; Senior Managing
Executive Officer; General Manager, Construction
Division
Representative Director; Executive Vice President;
General Manager, Construction Division, theCompany
To present

Number ofshares of theCompany held

15,832

Responsibilities
In charge of Affiliated Business Department; in charge of Safety,
Environment and Quality Department; General Manager, Construction
Division; Chairman, Workstyle Improvement Committee; responsible
for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Satoru Horinouchi has been mainly engaged in construction divisions and has awealth of experience and extensive knowledge. He assumed office as Representative Director and Managing
Executive Officer in 2018, and as Representative Director and Executive Vice President in 2023, reporting
directly to, and assisting the President. He has been engaged in management of the Company, including byformulating corporate concepts and engaging in management decisions and business development, and has been
contributing to continuous enhancement of corporate value.
Therefore, the Company proposes his reelection as Director.

-7-

No.

Name
(Date of birth)

Career summary and positions
April 1981
April 2006
April 20093

[Reappointment]

April 2011

Hiroshi Nakamura(December 18, 1957)

June 2013

Attendance at Board of
Directors meetings:
16/16

April 2015

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
3 years

April 2017

June 2015

April 2020
June 2020
April 2022

Joined the Company
General Manager, Product Department, Chugoku
Branch, the Company
General Manager, Product Department, Kanto
Branch, the Company
Executive Officer; General Manager, ProductDepartment, Product Business Division, theCompany
Director; Executive Officer; General Manager,
Product Department, Product Business Division,
the Company
Director; Managing Executive Officer; General
Manager, Hokkaido Branch, the Company
Managing Executive Officer; General Manager,
Hokkaido Branch, the Company
Managing Executive Officer; General Manager,
Sales Division, the Company
Managing Executive Officer; General Manager,
Product Business Division, the Company
Director; Managing Executive Officer; General
Manager, Product Business Division, the Company
Director; Senior Managing Executive Officer;
General Manager, Product Business Division, theCompany
To present

Number ofshares of theCompany held

13,530

Responsibilities
In charge of Technology Department; General Manager, ProductBusiness Division; responsible for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Hiroshi Nakamura has been mainly engaged in product business and sales
divisions and has a wealth of experience and extensive knowledge. Currently he is supervising the Company’s
product business division as Senior Managing Executive Officer and General Manager of Product Business
Division. Since 2020, he has been engaged in management of the Company as Director and has been contributing
to continuous enhancement of corporate value. Therefore, the Company proposes his reelection as Director.

-8-

No.

Name
(Date of birth)

Career summary and positions
April 1981
April 2008
April 2009

[Reappointment]

June 2013

Shizuo Fukuhara(April 15, 1958)
Attendance at Board of
Directors meetings:
16/16

4

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
2 years

April 2015
April 2018
April 2020
June 2021

Joined the Company
General Manager, General Affairs Department,
Administration Department, the Company
General Manager, General Affairs Department,
Administration Division, the Company
General Manager, General Affairs Department,
Administration Division; General Manager,
Corporate Ethics Promotion Office; General
Manager, Corporate Communications Planning
Office, the Company
Affiliated Business Department, the Company
Executive Officer; General Manager, Corporate
Planning Office, the Company
Managing Executive Officer; General Manager,
Administration Division, the Company
Director; Managing Executive Officer; General
Manager, Administration Division, the Company
To present

Number ofshares of theCompany held

20,990

Responsibilities
In charge of Affiliated Business Department; in charge of CSR
Promotion Department; General Manager, Administration Division;
responsible for Compliance; responsible for Corporate Planning Office(secondary responsibility); Chairman, Internal Control Committee;
responsible for Labor Relations[Reason for nomination as candidate for Director]
Since joining the Company, Mr. Shizuo Fukuhara has been mainly engaged in administration divisions and has awealth of experience and extensive knowledge. Currently he is supervising the Company’s administration
divisions as Managing Executive Officer and General Manager of Administration Division. Since 2021, he has
been engaged in management of the Company as Director and has been contributing to continuous enhancementof corporate value. Therefore, the Company proposes his reelection as Director.

-9-

No.

Name
(Date of birth)

Career summary and positions
April 1991
September 2001
December 2006

5

Number ofshares of theCompany held

Joined Fujita Corporation
Joined Masasho Co., Ltd.
[Reappointment]
Joined ShinNihon & Co. (currently, Ernst & Young[Independent Director]
ShinNihon LLC)
[Outside Director]
August 2010
Registered as Certified Public Accountant
August 2016
Representative, Masataka Kusumi CPA Office
Masataka Kusumi(current position)(February 17, 1968) May 2017
Auditor, Nissan Satio Hirosaki Co., Ltd. (current
position)
Attendance at Board of600
December 2017 Outside Director (Audit and Supervisory
Directors meetings:
Committee Member), E-Guardian Inc. (current
16/16
position)
June 2020
Director, the Company (current position)
No. of years in office as
To present
Director (at the conclusion[Significant concurrent positions]of this General Meeting ofRepresentative, Masataka Kusumi CPA Office
Shareholders):
3 years
Auditor, Nissan Satio Hirosaki Co., Ltd.
Outside Director (Audit and Supervisory Committee Member), EGuardian Inc.
[Reason for nomination as candidate for Outside Director and expected role]
Mr. Masataka Kusumi has a specialist perspective based on his insight and experience as a CPA and considerable
knowledge of corporate finance, legal affairs, and tax affairs. In order to ensure validity and appropriateness ofdecision-making by the Board of Directors, the Company wishes him to appropriately oversee the Company’sbusiness execution from an independent standpoint with a specialist perspective. In addition, the Company
believes that it can receive useful advice and suggestions from him on overall management and therefore proposes
his reelection as Outside Director.

- 10 -

No.

Name(Date of birth)[Reappointment][Independent Director][Outside Director]

Yuko Tahara(May 21, 1967)
Attendance at Board of
Directors meetings:
16/16

6

Career summary and positions
Assistant, Graduate School of Arts and Sciences,
College of Arts and Sciences, The University ofTokyo
April 2002
Assistant Professor, Faculty of Economics,
Kokugakuin University
April 2008
Professor, Faculty of Economics, Kokugakuin
University (current position)
June 2021
Director, the Company (current position)
To present[Significant concurrent positions]
Professor, Faculty of Economics, Kokugakuin University

Number ofshares of theCompany held

April 1996

200

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
2 years[Reason for nomination as candidate for Outside Director and expected role]
Ms. Yuko Tahara has a specialist perspective based on her profound insight and extensive knowledge cultivatedover the years as an expert on local community issues, the aging society, and social security. In order to ensure
validity and appropriateness of decision-making by the Board of Directors, the Company wishes her toappropriately oversee the Company’s business execution from an independent standpoint with a specialist
perspective. In addition, the Company believes that it can receive useful advice and suggestions from her on
overall management and therefore proposes her reelection as Outside Director.
Although she has never been involved in corporate management, the Company believes that she will execute
her duties properly as an Outside Director of the Company for the reasons stated above.

- 11 -

No.

Name(Date of birth)[Reappointment][Independent Director][Outside Director]

Yohei Takada(March 26, 1976)
Attendance at Board of
Directors meetings:
16/16

7

Career summary and positions

Number ofshares of theCompany held

April 2006

Registered as attorney-at-law (member of Dai-Ichi
Tokyo Bar Association)
Attorney-at-Law, Takada Law Office (current
position)
June 2021
Director, the Company (current position)
To present[Significant concurrent positions]
Attorney-at-Law, Takada Law Office0

No. of years in office as
Director (at the conclusionof this General Meeting of
Shareholders):
2 years[Reason for nomination as candidate for Outside Director and expected role]
Mr. Yohei Takada has a specialist perspective based on his insight and experience as an attorney-at-law andconsiderable knowledge of corporate legal affairs. In order to ensure validity and appropriateness of decisionmaking by the Board of Directors, the Company wishes him to appropriately oversee the Company’s businessexecution from an independent standpoint with a specialist perspective. In addition, the Company believes that it
can receive useful advice and suggestions from him on overall management and therefore proposes his reelection
as Outside Director.
Although he has never been involved in corporate management, the Company believes that he will execute his
duties properly as an Outside Director of the Company for the reasons stated above.

Notes: 1. No special interest exists between any of the candidates and the Company.
2. Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada are candidates for Outside
Director.
3. Matters concerning the candidates for Outside Director are as follows:(1) Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada are independent directors
as defined by the Tokyo Stock Exchange.
(2) Number of years since assumption of office as the Company’s Outside Director of eachcandidate for Outside Director
Mr. Masataka Kusumi will have been in office as Outside Director for three years at theconclusion of this Annual General Meeting of Shareholders.
Ms. Yuko Tahara and Mr. Yohei Takada will have been in office as Outside Director for two
years at the conclusion of this Annual General Meeting of Shareholders.
(3) Liability limitation agreements with Outside Directors
The Company has entered into agreements with Mr. Masataka Kusumi, Ms. Yuko Tahara,
and Mr. Yohei Takada to limit their liability for damages pursuant to Article 423 Paragraph
1 of the Companies Act. The amount of liability for damages in accordance with theagreements is limited to the minimum liability amount stipulated by laws and regulations.
If reelection of Mr. Masataka Kusumi, Ms. Yuko Tahara, and Mr. Yohei Takada is approvedat this General Meeting of Shareholders, the Company intends to renew the said agreementswith them.

- 12 -

4. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate
Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts including
criminal acts committed by the insured is outside the scope of coverage under the said insurance
contract.
The candidates for reelection nominated in this proposal are already the insured under the said
insurance contract and will remain so following their reelection. The new candidates will be
the insured following their election.
The Company intends to renew the said insurance contract with the same contents at the next
renewal.
5. On April 1, 2023, the Company conducted a 2-for-1 stock split of its common stock. For eachcandidate, the “Number of shares of the Company held” indicates the number of shares held
following the stock split.

- 13 -

Proposal 4:

Election of Two Corporate Auditors

The terms of office of two of the three Corporate Auditors will expire at the conclusion of this General
Meeting of Shareholders. Accordingly, the election of two Corporate Auditors is proposed.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidates for Corporate Auditor are as follows:
Candidates for Corporate Auditor
No.

Name
(Date of birth)[Reappointment][Independent Auditor][Outside Corporate
Auditor]

Career summary and positions
April 2004
August 2006
June 2007

Shinichi Mori
(March 26, 1955)
Attendance at Board of
Directors meetings:
14/16

1

June 2010
June 2011

Number ofshares of theCompany held

General Manager, Tsurumi Branch, The Bank of
Yokohama, Ltd.
General Manager, Internal Audit Department, The
Bank of Yokohama, Ltd.
Full-time Audit & Supervisory Board Member,
The Bank of Yokohama, Ltd.
Outside Corporate Auditor, THE KEIHIN CO.,LTD. (current position)
Corporate Auditor, the Company (current position)
To present[Significant concurrent positions]
Outside Corporate Auditor, THE KEIHIN CO., LTD.

2,400

Attendance at Board of
Corporate Auditors
meetings:
8/9
No. of years in office as
Corporate Auditor (at theconclusion of this General
Meeting of Shareholders):
12 years[Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Shinichi Mori has worked for a financial institution for many years and is well versed in finance andaccounting. The Company proposes his reelection as Corporate Auditor in order for him to reflect his deep insightand extensive experience in the Company’s audits.

- 14 -

No.

Name(Date of birth)[Reappointment][Independent Auditor][Outside Corporate
Auditor]

Career summary and positions
April 1996

June 2004
Hiroshi Fujita(January 22, 1964)
Attendance at Board of
Directors meetings:
16/16

2

Attendance at Board of
Corporate Auditors
meetings:
9/9

June 2017
June 2019

Number ofshares of theCompany held

Registered as attorney-at-law (member of Dai-Ichi
Tokyo Bar Association)
Attorney-at-Law, KOHWA SOHGOH LAWOFFICES (current position)
Outside Corporate Auditor, Daimonji Paper Co.,
Ltd. (current position)
Outside Corporate Auditor, Micreed Co., Ltd.
(current position)
Corporate Auditor, the Company (current position)
To present[Significant concurrent positions]
Attorney-at-Law, KOHWA SOHGOH LAW OFFICES
Outside Corporate Auditor, Daimonji Paper Co., Ltd.
Outside Corporate Auditor, Micreed Co., Ltd.

600

No. of years in office as
Corporate Auditor (at theconclusion of this General
Meeting of Shareholders):
4 years[Reason for nomination as candidate for Outside Corporate Auditor]
Mr. Hiroshi Fujita has insight and experience as an attorney-at-law, a professional perspective based on his
considerable knowledge of legal affairs, and in-depth knowledge of management. The Company believes he will
execute his duties properly as an Outside Corporate Auditor of the Company, and therefore proposes his
reelection.
Although he has never been involved in corporate management other than serving as an Outside Corporate
Auditor in the past, the Company believes that he will execute his duties properly as an Outside Corporate Auditorof the Company for the reasons stated above.

Notes: 1. No special interest exists between either of the candidates and the Company.
2. Messrs. Shinichi Mori and Hiroshi Fujita are candidates for Outside Corporate Auditor.
3. Matters concerning the candidates for Outside Corporate Auditor are as follows:(1) Messrs. Shinichi Mori and Hiroshi Fujita are independent auditors as defined by the Tokyo
Stock Exchange.
(2) Number of years since assumption of office as the Company’s Outside Corporate Auditorof each candidate for Outside Corporate Auditor
Mr. Shinichi Mori will have been in office as Outside Corporate Auditor for twelve years at
the conclusion of this Annual General Meeting of Shareholders. Mr. Hiroshi Fujita will havebeen in office as Outside Corporate Auditor for four years at the conclusion of this Annual
General Meeting of Shareholders.
(3) Liability limitation agreements with Outside Corporate Auditors
The Company has entered into agreements with Messrs. Shinichi Mori and Hiroshi Fujita tolimit their liability for damages pursuant to Article 423 Paragraph 1 of the Companies Act.
The amount of liability for damages in accordance with the agreements is limited to theminimum liability amount stipulated by laws and regulations. If reelection of Messrs.

- 15 -

Shinichi Mori and Hiroshi Fujita is approved at this General Meeting of Shareholders, theCompany intends to renew the said agreements with them.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate
Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts including
criminal acts committed by the insured is outside the scope of coverage under the said insurance
contract.
The candidates for reelection nominated in this proposal are already the insured under the said
insurance contract and will remain so following their reelection. The new candidates will be
the insured following their election.
The Company intends to renew the said insurance contract with the same contents at the next
renewal.
5. On April 1, 2023, the Company conducted a 2-for-1 stock split of its common stock. For eachcandidate, the “Number of shares of the Company held” indicates the number of shares held
following the stock split.

- 16 -

Proposal 5:

Election of One Substitute Corporate Auditor

To prepare for a contingency in which the number of Corporate Auditors falls short of that prescribed bylaws and regulations, the election of one Substitute Corporate Auditor is proposed, pursuant to theprovisions of Article 329, Paragraph 3 of the Companies Act.
The effectiveness of the election of Mr. Tomonari Suzuki may be canceled based on a resolution of theBoard of Directors, provided such cancelation is made prior to the assumption of office and with theconsent of the Board of Corporate Auditors.
The Company has obtained the consent of the Board of Corporate Auditors regarding this proposal.
The candidate for Substitute Corporate Auditor is as follows:
Name(Date of birth)

Career summary and positions
September 2007

[Outside Corporate
Auditor]Tomonari Suzuki(November 24, 1979)

January 2016

Registered as attorney-at-law (member of Dai-Ichi
Tokyo Bar Association)
Attorney-at-Law, KOHWA SOHGOH LAWOFFICES (current position)
Outside Director, ItoKuro, Inc. (current position)
To present

Number ofshares of theCompany held

0

[Significant concurrent positions]
Outside Director, ItoKuro, Inc.

[Reason for nomination as candidate for Substitute Outside Corporate Auditor]
Mr. Tomonari Suzuki has insight and experience as an attorney-at-law, a professional perspective based on his
considerable knowledge of legal affairs, and in-depth knowledge of management. The Company believes he will
execute his duties properly as an Outside Corporate Auditor of the Company, and therefore proposes his election.
Although he has never been involved in corporate management other than serving as an Outside Corporate
Auditor in the past, the Company believes that he will execute his duties properly as an Outside Corporate Auditorof the Company for the reasons stated above.

Notes: 1. No special interest exists between the candidate for Substitute Corporate Auditor and theCompany.
2. Mr. Tomonari Suzuki is a candidate for Substitute Outside Corporate Auditor.
3. Matters concerning the candidate for Substitute Outside Corporate Auditor are as follows:
If candidate Mr. Tomonari Suzuki is elected as Outside Corporate Auditor, he will become
an independent auditor as defined by the Tokyo Stock Exchange.
Liability limitation agreements with Outside Directors
If candidate Mr. Tomonari Suzuki is elected as Outside Corporate Auditor, the Company
intends to enter into an agreement with him to limit his liability for damages pursuant to Article
423, Paragraph 1 of the Companies Act. The amount of liability for damages in accordancewith the agreement is limited to the minimum liability amount stipulated by laws andregulations.
4. The Company has entered into a directors and officers liability insurance (D&O Insurance)
contract, as stipulated in Article 430-3, Paragraph 1 of the Companies Act, with an insurancecompany. The said insurance contract covers litigation expenses related to derivative lawsuits
and third-party litigation and incidental expenses to be borne by the insured. The Company’s
Directors (including Outside Directors) and Corporate Auditors (including Outside Corporate
Auditors) are the insured under the said insurance contract. The insurance premiums are fully
borne by the Company. However, liability for legal damages arising from illegal acts including- 17 -

criminal acts committed by the insured is outside the scope of coverage under the said insurance
contract.
If Mr. Tomonari Suzuki is elected as Outside Corporate Auditor, he will be the insured under
the said insurance contract.

- 18 -

[Skills Matrix]
Major specialty and experience
Nomination
andCompensation
Committee

Corporate
management/
management
strategy

Sales /
marketingTechnology/ quality

Kyouichi Morishita
Satoru Horinouchi
Hiroshi Nakamura
Shizuo Fukuhara

○

○

○

○

○

○

○

○

○

○

○

Masataka Kusumi◎

Yuko Tahara○

Yohei Takada○

OutsideDirector /AuditorFinance /accounting

Legal affairs/
compliance

○

○

○

○

○

○

Diversity /gender○(governance)

○
○

○
○

○
(environment /society)○(governance)

Shinichi Mori
Yoshihiko Takeuchi○

Hiroshi Fujita○

Notes: 1.
2.

ESG

○

○

○

○
○

○
(governance)in the column under “Outside Director / Auditor” indicates independent director/auditor.
in the column under “Nomination and Compensation Committee” indicates the chairman.

- 19 -○(female)