These documents have been translated from the Japanese originals for reference purposes only.
In the event of any discrepancy between these translated documents and the Japanese originals, the originals
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damages arising from the translations.

Securities Code: 6806

June 4, 2021

To Shareholders with Voting Rights
Kazunori Ishii
President and Representative Director
Hirose Electric Co., Ltd.
2-6-3 Nakagawa Chuoh, Tsuzuki-ku,
Yokohama, Kanagawa

NOTICE OF THE 74TH ORDINARY GENERAL MEETING OF SHAREHOLDERS
We are pleased to announce the 74th Ordinary General Meeting of Shareholders of Hirose Electric Co., Ltd.
(the “Company”), which will be held as described below.
If you are unable to attend the meeting, you may exercise your voting rights in writing by submitting the
Voting Rights Exercise Form or via the Internet. Please read the Reference Documents for the General
Meeting of Shareholders and exercise your voting rights by 5:00 p.m. on June 24, 2021 (Thursday) inaccordance with the guidance below.

1. Date and Time:
2. Venue:

June 25, 2021 (Friday), 10:00 a.m. (Reception will open at 9:00 a.m.)
1-1-1, Shirokanedai, Minato-ku, TokyoHAPPO-EN, 2F SUNLIGHT* In the event that the venue (SUNLIGHT) is filled to capacity, we will show you to thesecond venue. We will not be taking questions at the second venue. If shareholders at thesecond venue wish to ask questions, we will move the shareholders to the venue(SUNLIGHT), so please ask one of our staff members.

3. Agenda of the Meeting:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s
74th Fiscal Year (from April 1, 2020 to March 31, 2021) and Audit Reports
for the Consolidated Financial Statements by the Accounting Auditor andthe Audit & Supervisory Board
2. Non-consolidated Financial Statements for the Company’s 74th Fiscal Year(from April 1, 2020 to March 31, 2021)
Proposals to be resolved:
Dividends of Surplus
Proposal No. 1
Partial Amendments to the Articles of Incorporation
Proposal No. 2
Election of Ten (10) Directors (Excluding Directors Who Are Audit &Proposal No. 3
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal No. 4
Members1

Proposal No. 5
Proposal No. 6
Proposal No. 7

Determination of the Remuneration Amount for Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members)
Determination of the Remuneration Amount for Directors Who Are Audit &Supervisory Committee Members
Determination of the Amount and Details of the Performance-Linked andShare-Based Remuneration, etc. for Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members and Outside Directors.)

2

4. Guidance for Exercising Voting Rights:(1) Exercise voting rights in writing
Please indicate your approval or disapproval on the enclosed Voting Rights Exercise Form, and returnthe form to us to arrive no later than 5:00 p.m. on June 24, 2021 (Thursday).
(2) Exercise voting rights via the Internet
If you exercise your voting rights via the Internet, please exercise them no later than 5:00 p.m. on June24, 2021 (Thursday).
(3) If you exercise your voting rights twice, once in writing and once via the Internet, your Internet vote shallbe deemed to be valid. If you exercise your voting rights more than once via the Internet or exercise them
twice, once using a personal computer and once using a mobile phone, the last exercise shall be deemed
to be valid.
5. Other Matters Related to This Convocation:
Among the documents that have to be provided along with the convocation of this meeting of shareholders,
Systems to Ensure Properness of Operations of the Company and Operation Status of the Systems, the Notes to
the Consolidated and Non-consolidated Financial Statements are posted on the Company’s website(https://www.hirose.com/corporate/ja/ir/) pursuant to the provisions of the relevant laws and regulations andArticle 15 of the Company’s Articles of Incorporation, therefore these are not included in this Notice. The
Business Report, the Consolidated and Non-consolidated Financial Statements included in this Notice are partof the Consolidated and Non-consolidated Financial Statements that the Accounting Auditor and Audit &Supervisory Board Members audited to prepare their respective Audit Reports.
〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
For those attending, please present the enclosed Voting Rights Exercise Form at the reception desk on arrival at
the meeting.
If there are any amendments to the Reference Documents for the General Meeting of Shareholders, the Business
Report and/or the Consolidated and Non-consolidated Financial Statements, these amendments will be postedon the Company’s website (https://www.hirose.com/corporate/ja/ir/).

3

Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal No. 1 Dividends of Surplus
Regarding year-end dividends, comprehensively taking into account the business results and operating
environment of the Company and based on the policy of stable dividend distribution to shareholders, we
propose year-end dividends as follows:(1) Type of dividend property: Cash
(2) Matters related to the allocation of dividends and total amount thereof:¥120 per share of the Company’s common shares
Total amount of dividends: ¥4,354,163,400
Because an interim dividend of ¥120 per share was paid, the annual dividend for the fiscal year
ended March 31, 2021 is ¥240 per share.
(3) Effective date of dividends of surplus: June 28, 2021
Proposal No. 2 Partial Amendments to the Articles of Incorporation
1. Reasons for amendments
The Company seeks to transition to a company with an Audit & Supervisory Committee in order tostrengthen the auditing and supervision of the legality and appropriateness of its business execution andto further enhance its corporate governance. To this end, the Company seeks to establish new provisions
regarding Directors who are Audit & Supervisory Committee Members and the Audit & Supervisory
Committee and to delete provisions regarding Audit & Supervisory Board Members and the Audit &Supervisory Board. In conjunction, the Company seeks to update the numbering of the articles. The
Company wishes to delete from Article 21, Paragraph 1 of the current Articles of Incorporation theposition of Director and Supreme Advisor, which does not currently exist in the Company, from
Directors with titles for the purpose of realizing a slimmer structure in the Board of Directors.
2. Details of amendments
Details of amendments are as follows:
The amendments to the Articles of Incorporation under this proposal shall take effect at the close ofthis Ordinary General Meeting of Shareholders.
(Underlined portions indicate amendments.)
Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

CHAPTER I.
General Provisions
Article 1 to Article 3 (Omitted)

CHAPTER I.
General Provisions
Article 1 to Article 3 (Unchanged)(Establishment of Organizations)(Establishment of Organizations)
Article 4. The Company has a Board of Directors, Audit & Article 4. The Company has a Board of Directors, an Audit
Supervisory Board Members, an Audit && Supervisory Committee and Accounting
Supervisory Board and Accounting Auditors.
Auditors.
Article 5. (Omitted)

Article 5.

Chapter II.
Shares
Article 6 to Article 10 (Omitted)

Chapter II.
Shares
Article 6 to Article 10 (Unchanged)

Chapter III.
General Meeting of Shareholders
Article 11 to Article 16 (Omitted)

Chapter III.
General Meeting of Shareholders
Article 11 to Article 16 (Unchanged)

4(Unchanged)

Current Articles of Incorporation
CHAPTER IV.
Directors and Board of Directors(Number of Directors)
Article 17. The number of Directors of the Company shallbe ten (10) or less.

Proposed Amendments to the Articles of Incorporation
CHAPTER IV.
Directors and Board of Directors(Number of Directors)
Article 17. The number of Directors of the Company(excluding Directors who are Audit &Supervisory Committee Members) shall be ten(10) or less.
2 The number of Directors of the Company who
are Audit & Supervisory Committee Members
shall be (five) 5 or less.

(Newly established)(Election of Directors)
Article 18. (Omitted)(Newly established)(Election of Directors)
Article 18. (Unchanged)
2 The election of Directors in the preceding
paragraph shall distinguish between Directors
who are Audit & Supervisory Committee
Members and other Directors.
3 (Unchanged)
4 In order to prepare for cases where there is avacancy which results in a shortfall in thenumber of Directors who are Audit &Supervisory Committee Members provided inlaws and regulations, the Company may electsubstitute Directors who are Audit &Supervisory Committee Members at theOrdinary General Meeting of Shareholders.

2 (Omitted)(Newly established)(Term of office)(Term of office)
Article 19. The term of office of a Director shall expire at
Article 19. The term of office of a Director (excluding
Directors who are Audit & Supervisory
the close of the ordinary general meeting ofCommittee Members) shall expire at the close ofshareholders for the last fiscal year out of thethe ordinary general meeting of shareholders forfiscal years terminating within one year after thethe last fiscal year out of the fiscal years
election of the Director.
terminating within one year after the election of
the Director.
(Newly established)
2 The term of office of a Director who is an Audit& Supervisory Committee Member shall expire
at the close of the ordinary general meeting ofshareholders for the last fiscal year out of the
fiscal years terminating within two years after
the election of the Director.
(Newly established)
3 The term of office of a Director who is an Audit& Supervisory Committee Member appointed asa substitute for another Director who was an
Audit & Supervisory Committee Member who
retired before the expiration of his or her term ofoffice shall expire at the time of expiration of theterm of office of the retired Director.
(Board of Directors)(Board of Directors)
Article 20. A notice of the convocation of a meeting of the Article 20. A notice of the convocation of a meeting of theBoard of Directors shall be dispatched to each
Board of Directors shall be dispatched to each
Director and Audit & Supervisory Board
Director at least two (2) days prior to the date ofMember at least two (2) days prior to the date ofsuch meeting. However, in the case of ansuch meeting. However, in the case of an
emergency, this period may be shortened.
emergency, this period may be shortened.
2 In a case where a Director submits a proposal in
2 In a case where a Director submits a proposal in
relation to the subject matter of a Board ofrelation to the subject matter of a Board of
Directors’ resolution, if all Directors able to
Directors’ resolution, when all Directors able toparticipate in the vote of such matter indicate
participate in the vote of such matter indicate
their agreement in writing or by electromagnetic
their agreement in writing or by electromagnetic
records, it shall be deemed an approved
records, it shall be deemed an approved
resolution of the Board of Directors.
resolution of the Board of Directors when there5Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

is no objection from an Audit & Supervisory
Board Member.
3 (Omitted)

3 (Unchanged)(Representative Directors and Directors with Titles)
Article 21. The Board of Directors, by resolution of its
meetings, can elect one Director and Supreme
Advisor, one Chairman of the Board, one
President and Director, and a few Senior
Managing Directors and Managing Directors.

(Representative Directors and Directors with Titles)
Article 21. The Board of Directors, by resolution of its
meetings, can elect one Chairman of the Board,
one President and Director, and a few Senior
Managing Directors and Managing Directors
from among the Directors (excluding Directors
who are Audit & Supervisory Committee
Members).
2 (Unchanged)

2 (Omitted)
Article 22. (Omitted)

Article 22. (Unchanged)(Newly established)(Delegation of decisions on the execution of importantmatters)
Article 23. Pursuant to the provisions of Article 399-13,
Paragraph 6 of the Companies Act, the Company
may delegate in whole or in part decisions
regarding the execution of important operations(excluding the matters set forth in items of
Paragraph 5 of such Article) to Directors by aresolution of the Board of Directors.

CHAPTER V.
Audit & Supervisory Board Members and the Audit &Supervisory Board(Number of Audit & Supervisory Board Members)
Article 23. The number of Audit & Supervisory Board
Members of the Company shall be five (5) or
less.

(Deleted)(Election of Audit & Supervisory Board Members)
Article 24. The resolution to appoint Audit & Supervisory
Board Members shall be adopted by affirmative
votes of a majority of the voting rights held by
the shareholders in attendance at an Ordinary
General meeting of Shareholders who areentitled to exercise their voting rights, where
shareholders having one-third or more of thetotal exercisable voting rights attend.

(Deleted)(Term of office)
Article 25. The term of office of an Audit & Supervisory
Board Member shall expire at the close of theordinary general meeting of shareholders for thelast fiscal year out of the fiscal years terminating
within four years after the election of the
Director.
2 The term of office of an Audit & Supervisory
Board Member elected as a substitute shall be
until when the term of office of the retiring
Audit & Supervisory Board Member was
supposed to end.

(Deleted)(The Audit & Supervisory Board)
Article 26. A notice of the convocation of a meeting of the
Audit & Supervisory Board shall be dispatchedto each Audit & Supervisory Board Member at
least three (3) days prior to the date of such

(Deleted)(Deleted)

6

Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation

meeting. However, in the case of an emergency,
this period may be shortened.
2 Matters concerning the Audit & Supervisory
Board shall be governed by the Rules for the
Audit & Supervisory Board established by the
Audit & Supervisory Board.
(Standing Audit & Supervisory Board Members)
Article 27. The Audit & Supervisory Board shall selectStanding Audit & Supervisory Board Members
from the Audit & Supervisory Board Members(Deleted)(Newly established)

CHAPTER V.
The Audit & Supervisory Committee(The Audit & Supervisory Committee)
Article 24. A notice of the convocation of a meeting of the
Audit & Supervisory Committee shall bedispatched to each Audit & Supervisory
Committee Member at least three (3) days prior
to the date of such meeting. However, in the caseof an emergency, this period may be shortened.
2 Matters concerning the Audit & Supervisory
Committee shall be governed by the Rules for
the Audit & Supervisory Committee establishedby the Audit & Supervisory Committee.

(Newly established)(Newly established)(Standing Audit & Supervisory Committee Members)
Article 25. The Audit & Supervisory Committee may selectStanding Audit & Supervisory Committee
Members in accordance with such resolution.

Chapter VI.
Chapter VI.
Exemption from Liability of Directors andExemption from Liability of Directors
Audit & Supervisory Board Members(Partial Exemption from Liability for Damages)(Partial Exemption from Liability for Damages)
Article 28. The Company may exempt Directors (including Article 26. The Company may exempt Directors (including
former Directors) and Audit & Supervisory
former Directors) from their liability for
Board Members (including former Audit &damages to the Company by resolution of theSupervisory Board Members) from their liability
Board of Directors to the extent prescribed byfor damages to the Company by resolution of thelaws and regulations.
Board of Directors to the extent prescribed bylaws and regulations.
2 The Company may enter into agreements with
2 The Company may enter into agreements with
Directors and Audit & Supervisory Board
Directors who are not Executive Directors
Members who are not Executive Directors
concerning their liability for damages to theconcerning their liability for damages to theCompany. However, that liability limit for
Company. However, that liability limit fordamages shall be the amount prescribed by laws
damages shall be the amount prescribed by laws
and regulations.
and regulations.
Chapter VII.
Accounting
Article 29 to Article 32 (Omitted)

Chapter VII.
Accounting
Article 27 to Article 30 (Unchanged)(Newly established)

Supplementary Provisions(Transitional Measures for Exemption from Liability of
Audit & Supervisory Board Members)

7Current Articles of Incorporation

Proposed Amendments to the Articles of Incorporation
Article 1. In accordance with the provisions of Article 426,
Paragraph 1 of the Companies Act, the Company
may, by a resolution of the Board of Directors,
exempt Audit & Supervisory Board Members(including former Audit & Supervisory Board
Members) before the conclusion of the 74th
Ordinary General Meeting of Shareholders fromtheir liability for damages due to negligence of
their duties to the extent prescribed by laws andregulations.

8

Proposal No. 3 Election of Ten (10) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a Company with an Audit & Supervisory Committee and the termof office of nine (9) Directors will expire at the close of this Ordinary General Meeting of Shareholders.
Therefore, the Company proposes the election of ten (10) Directors (Excluding Directors Who are
Audit & Supervisory Committee Members). This proposal can only take effect after Proposal No. 2“Partial Amendments to the Articles of Incorporation” takes effect.
The candidates are as follows:[Reference] List of candidates for Director
No.

Name

Current positions and responsibilities in the Company

1

Reelection

Kazunori Ishii

President and Representative Director

2

Reelection

Mitsuo Nakamura

3

Reelection

Yukio Kiriya

4

Reelection

Hiroshi Satoh5

New election

Shin Kamagata

6

New election

Jun Inasaka

7

Reelection

Sang-Yeob Lee

Director

8

Reelection
OutsideIndependent

Kensuke Hotta

Outside Director

9

Reelection
OutsideIndependent

Tetsuji Motonaga

Outside Director

10

Reelection
OutsideIndependent

Masanori Nishimatsu

Outside Director

Senior Managing Director
Group President–Engineering; concurrently responsible for
Production Group
Director
General Manager–Production
Director
Group President–Sales & Marketing
Operating Officer
Acting Group President–Administration; concurrently General
Manager–Corporate Planning Department
Operating Officer
Deputy Group President–Engineering; concurrently Division
General Manager–SB Division

No conflict of interest exists between the Company and any of the above candidates.
Reelection
Candidate for Director to be reelected
New election
Candidate for Director to be newly elected
Candidate for Outside Director
OutsideIndependent
Independent Officer as defined by the securities exchange

9

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations
April 1982
July 2007

1

Number ofsharesowned

Joined the Company
Deputy Group President–Engineering of theCompany
November 2008 Deputy Group President–Sales & Marketing of theCompany
June 2009
Operating Officer of the Company
November 2009 Acting Group President–Sales & Marketing of theCompany
Reelection
June 2010
Director of the Company
Kazunori Ishii
General Manager–Corporate Innovation Office(January 4,
June 2011
Senior Managing Director of the Company
1960)
Group President–Sales & Marketing of the
1,182
Company; concurrently General Manager–Corporate
Attendance atInnovation Office
Board ofJune
2012
President
and Representative Director of the
Directors
Company
meetings(to present)
11/11(Significant concurrent positions at other organizations)
President and Representative Director of TOHOKU HIROSE
ELECTRIC CO., LTD.
President and Representative Director of KORIYAMA HIROSE
ELECTRIC CO., LTD.
President and Representative Director of ICHINOSEKI HIROSE
ELECTRIC CO., LTD.
Representative Director of HIROSE KOREA CO., LTD.
(Reasons for nomination as candidate for Director)
The Company nominates Mr. Kazunori Ishii as a candidate for Director for another term because webelieve he is well qualified for the position as he has supervised and managed the whole Group as
President.

10

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations
April 1980
July 2007

2

3

Number ofsharesowned

Joined the Company
Deputy Group President–Engineering of theReelection
Company
June 2009
Operating Officer of the Company
MitsuoJune 2010
Director of the Company
Nakamura
Deputy Group President–Engineering of the(February 23,
Company
1958)
551
June 2013
Group President–Engineering of the Company
Attendance atJune 2015
Managing Director of the Company
Board ofJune 2016
Group President–Engineering of the Company;
Directors
concurrently responsible for Production Group
meetings(to present)
11/11
June 2019
Senior Managing Director of the Company(to present)(Reasons for nomination as candidate for Director)
The Company nominates Mr. Mitsuo Nakamura as a candidate for Director for another term because webelieve he is well qualified for the position as he has supervised and managed technologicaldevelopment of the Group as Senior Managing Director.
April 1982
Joined the Company
April 2013
Deputy General Manager–Production of theCompany
June 2015
Operating Officer of the Company
Reelection
November 2015 Acting General Manager–Production of the
Yukio Kiriya
Company(December 29,
April 2016
Acting General Manager–Production of the
1958)
Company; concurrently responsible for Quality
1,570
Attendance atAssurance Department
Board ofJune 2016
Director of the Company
Directors(to present)
meetings
Group President–Production of the Company;
11/11
concurrently responsible for Quality Assurance
Department
October 2017
Group President–Production of the Company(to present)(Reasons for nomination as candidate for Director)
The Company nominates Mr. Yukio Kiriya as a candidate for Director for another term because webelieve he is well qualified for the position as he has supervised and managed the overall manufacturing
affairs of the Group.

11

No.

Name
(Date of birth)

5

April 1993
July 2001
February 2017
April 2018

Number ofsharesowned

Joined MITSUI & CO., LTD.
Joined KEYENCE CORPORATION
Joined the Company
Hiroshi SatohDivision General Manager–International Business(December 23,
Division–Sales & Marketing of the Company
1970)
June 2019
Director of the Company
200
Attendance at(to present)
Board ofGroup President–Sales & Marketing of the
Directors
Company; concurrently Division General Manager–
meetings
International Business Division
11/11
April 2020
Group President–Sales & Marketing of the Company(to present)(Reasons for nomination as candidate for Director)
The Company nominates Mr. Hiroshi Satoh as a candidate for Director for another term because webelieve he is well qualified for the position as he has supervised and managed sales and marketing of theGroup.
April 1990
Joined NTT DATA Corporation
May 1997
Seconded to NTT DATA INSTITUTE OFMANAGEMENT CONSULTING, Inc.
April 2000
Chief Consultant of NTT DATA INSTITUTE OFMANAGEMENT CONSULTING, Inc.
February 2002
Joined the Company
June 2002
Manager–Overall Business Innovation Office–Administration of the Company
July 2008
Manager–IT General Administration Office–Administration of the Company
New election
February 2019
General Manager–Corporate Planning Department–
Administration of the Company; concurrently
Shin Kamagata
520
General Manager–IT General Administration(June 4, 1966)
Department
June 2019
Operating Officer of the Company(to present)
June 2020
Deputy Group President–Administration of theCompany; concurrently General Manager–Corporate
Planning Department and General Manager–IT
General Administration Department
January 2021
Acting Group President–Administration of theCompany; concurrently General Manager–Corporate
Planning Department(to present)(Reasons for nomination as candidate for Director)
The Company nominates Mr. Shin Kamagata as a new candidate for Director because we believe he iswell qualified for the position as he has supervised and managed the overall general administrative
affairs of the Group.
Reelection

4

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations

12

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations
April 1985
April 2003

6

7

Number ofsharesowned

Joined NEC Corporation
General Manager of Computer Business Division
Department and Circuit Technology Department of
NEC Corporation
April 2005
Deputy Division General Manager of Computer
Business Division Department of NEC Corporation
April 2009
General Manager of HPC Business Division
Department of NEC Corporation
April 2014
Chief Technology Manager of IT Platform Business
New election
Division Department and Senior Advanced
Jun Inasaka
Technologist of NEC Corporation
100(March 6,
February 2016
Joined the Company
1961)
Deputy Division General Manager–SB Division–
Engineering of the Company
January 2017
Division General Manager–SB Division–
Engineering of the Company
June 2019
Operating Officer of the Company(to present)
October 2020
Deputy Group President–Engineering of theCompany; concurrently General Manager–SB
Division(to present)(Reasons for nomination as candidate for Director)
The Company nominates Mr. Jun Inasaka as a new candidate for Director because we believe he is wellqualified for the position as he has supervised and managed the SB business, production technique anddevelopment purchasing of the Group.
January 1984
Joined Hanwha Corporation / Explosives
March 1989
Joined HIROSE KOREA CO., LTD.
July 2007
Chairman of WEIHAI HIROSE KOREAELECTRIC CO., LTD.
(to present)
Reelection
August 2007
Representative Director, the Employee Welfare Fund
Sang-Yeob Lee
of HIROSE KOREA CO., LTD.
(July 1, 1961)(to present)
Attendance at0June 2010
Executive Vice President and Representative
Board ofDirector of HIROSE KOREA CO., LTD.
Directors
November 2011 President and Representative Director of HIROSE
meetings
KOREA CO., LTD.
10/11
(to present)
June 2018
Director of the Company(to present)(Significant concurrent positions at other organizations)
President and Representative Director of HIROSE KOREA CO., LTD.
(Reasons for nomination as candidate for Director)
The Company nominates Mr. Sang-Yeob Lee as a candidate for Director for another term because webelieve he is well qualified for the position as he has supervised and managed major subsidiaries of theGroup.

13

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations
April 1962

8

Number ofsharesowned

Joined The Sumitomo Bank, Limited(currently Sumitomo Mitsui Banking Corporation)
June 1987
Director of The Sumitomo Bank, Limited
June 1997
Representative Director and Executive Vice
President of The Sumitomo Bank, Limited
January 2001
Chairman of Morgan Stanley Japan Limited(currently
Morgan Stanley MUFG Securities Co.,
Reelection
Ltd.)
OutsideApril 2006
Chairman and Representative Director of Morgan
Independent
Stanley Japan Securities (currently Morgan Stanley
MUFG Securities Co., Ltd.)
Kensuke Hotta
June
2006
Outside Statutory Auditor of SEIREN CO., LTD.
(October 12,
October 2007
Chairman and Representative Director of Hotta Sogo
1938)
Jimusho K.K.
0
Number of(to present)
years in office
January 2008
Advisory Director of Morgan Stanley Japan
10 years
Securities Co., Ltd. (currently Morgan Stanley
MUFG Securities Co., Ltd.)
Attendance at
December
2008
Chairmanand Representative Director of Greenhill
Board of
&
Co.
Japan
Ltd.
Directors
meetings
June 2011
Outside Director of the Company
11/11(to present)
May 2016
Senior Advisor of Greenhill & Co. Japan Ltd.
June 2018
Outside Director of SEIREN CO., LTD.
(to present)(Significant concurrent positions at other organizations)
Chairman and Representative Director of Hotta Sogo Jimusho K.K.
Outside Director of SEIREN CO., LTD.
(Reasons for nomination as candidate for Director and expected roles)
Mr. Kensuke Hotta has dully fulfilled his role as Outside Director such as making decisions onimportant matters for management and supervising the execution of business from an independent, fairand impartial standpoint. In addition, the Company nominates him as a candidate for Outside Director
for another term because we expect he will provide appropriate oversight on the management of theCompany utilizing his considerable experience and in-depth knowledge as a corporate manager.

14

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company andsignificant concurrent positions at other organizations

Joined Nippon Yusen Kabushiki Kaisha (NYK
LINE)
January 1997
Joined Boston Consulting Group
September 2001 Joined Fuji Seal, Inc.
April 2003
Joined Jomon Associates Inc.
TetsujiAugust 2006
Established Ichthys Co., Ltd.
Motonaga
Representative Director(August 4,(to present)
1960)
April 2015
Auditor of Keisei Medical Corporation0(to present)
Number of
October 2015
Board Chair of Japan Family Business Instituteyears in office(to present)
4
years
9
June 2017
Outside Director of the Company
Attendance at(to present)
Board of(Significant concurrent positions at other organizations)
Directors
Representative Director of Ichthys Co., Ltd.
meetings
Auditor of Keisei Medical Corporation
11/11
Board Chair of Japan Family Business Institute(Reasons for nomination as candidate for Director and expected roles)
Mr. Tetsuji Motonaga has dully fulfilled his role as Outside Director such as making decisions onimportant matters for management and supervising the execution of business from an independent, fairand impartial standpoint. In addition, the Company nominates him as a candidate for Outside Director
for another term because we expect he will provide appropriate oversight on the management of theCompany utilizing his extensive track records and in-depth knowledge as a management consultant.
April 1980
Joined Nomura Securities Co., Ltd.
Reelection
April 2003
Director of Nomura Securities Co., Ltd.
OutsideJune 2003
Executive Officer of Nomura Securities Co., Ltd.
Independent
April 2007
Managing Executive Officer of Nomura Securities
Co., Ltd.
Masanori
June 2010
Director of Nomura Holdings, Inc.
Nishimatsu
June 2013
Director of Nomura Securities Co., Ltd.
(February 3,
April 2015
Representative Director and President of Nomura
1958)
Land and Building Co., Ltd.
0
Number ofRepresentative Director and President of Nomura
years in office
China Investment Corporation
1 yearRepresentative Director and President of Saitama
10
Kaihatsu Corporation
Attendance atJune 2020
Outside Director of the Company
Board of(to present)
Directors
meetings
9/9(Reasons for nomination as candidate for Director and expected roles)
Mr. Masanori Nishimatsu has dully fulfilled his role as Outside Director such as making decisions onimportant matters for management and supervising the execution of business from an independent,
fair and impartial standpoint. The Company nominates him as a candidate for Outside Director for
another term because we expect he will provide appropriate oversight on the management of theCompany utilizing his considerable experience and in-depth knowledge as a corporate manager.
Notes:
1. There is no special interest between the candidates and the Company.
2. Mr. Kensuke Hotta, Mr. Tetsuji Motonaga and Mr. Masanori Nishimatsu are candidates for Outside
Director, and all meet the requirements of the Company’s prescribed “Standards for Independence ofOutside Directors.”
Reelection
OutsideIndependent

April 1985

Number ofsharesowned

15

3. The Company has designated Mr. Hotta, Mr. Motonaga and Mr. Nishimatsu as Independent Officers
as stipulated by the Tokyo Stock Exchange and reported them as such to the exchange. If theirreelection is approved, the Company intends to continue to designate them as Independent Officers.
4. Mr. Hotta’s term of office as Outside Director will be ten years at the closing of this General Meetingof Shareholders.
5. Mr. Motonaga’s term of office as Outside Director will be four years at the closing of this General
Meeting of Shareholders.
6. Mr. Nishimatsu’s term of office as Outside Director will be one year at the closing of this General
Meeting of Shareholders.
7. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Hotta, Mr. Motonaga and Mr. Nishimatsu, to limit their liability fordamages to the effect that if such liability as stipulated in Article 423, paragraph (1) of the Act is not
resulting from serious negligence and their duties are conducted in good faith, the limit of the amountfor which they are liable under such agreement shall be the sum of the amounts set forth in each item
(minimum liability amount) of Article 425, paragraph (1) of the Act. If their reelection is approved,
the Company intends to continue the limited liability agreement.
8. The Company has entered into a directors and officers liability insurance policy with an insurancecompany, and the policy is designed to cover damages that may arise from the insured persons
assuming responsibility for the execution of their duties or receiving claims related to the pursuit ofsuch responsibility. However, there are exemptions such as where damage caused by intent or grossnegligence is not covered. The ten candidates will be included as insured persons in the policy. Notethat such insurance was renewed with the previous details on March 29, 2021 and the Company plansto renew the policy with the same details on the next renewal date after one year.

16

Proposal No. 4 Election of 3 Directors Who Are Audit & Supervisory Committee Members
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a company with Audit & Supervisory committee.
Therefore, the Company proposes the election of three (3) Directors who are Audit & Supervisory
Committee Members. The Audit & Supervisory Board has consented to this proposition.
This proposal can only take effect after Proposal No. 2 “Partial Amendments to the Articles ofIncorporation” takes effect.
Candidates for the role of Director who is an Audit & Supervisory Committee Member are as follows:
No.

Name
(Date of birth)2

April 1978
December 2006

Number ofsharesowned

Joined the Company
General Manager–Secretary Office of theCompany
May 2014
Deputy Advisor to the President of the661
Attendance at
Company
Board of Directors June 2014
(Standing) Audit & Supervisory Board
meetings
Member of the Company
11/11(to present)(Reasons for nomination as candidate for Director who is an Audit & Supervisory Committee Member)
Mr. Yoshikazu Chiba has been a Standing Audit & Supervisory Board Member of the Company formany years utilizing his considerable experience in a broad range of areas of the Company. Due to his
experience cultivated thus far, he is expected to appropriately monitor the execution of business, so theCompany nominates him as a new candidate for a Director who is an Audit & Supervisory Committee
Member.
April 1972
Joined Kanematsu-Gosho, Ltd. (currently
KANEMATSU CORPORATION)
October 1974
Joined Price Waterhouse Accounting Office
April 1978
Joined Serizawa Law and Accounting Office
March 1979
Registered as certified public accountant
New election
June 1979
Registered as tax accountant
April 1985
Established Sugishima Certified Public
OutsideAccountant
OfficeIndependent(to present)
Terukazu
June 2007
Outside Audit & Supervisory Board Member
Sugishima
0of Starzen Co., Ltd.
(March 12, 1950)
June 2008
Outside Audit & Supervisory Board Memberof the Company
Attendance at(to present)
Board of Directors
June
2015
OutsideAudit & Supervisory Board Member
meetings
ofChuetsu
Pulp & Paper Co., Ltd.
11/11
June 2016
Outside Director of Chuetsu Pulp & Paper Co.,Ltd.
(to present)(Significant concurrent positions at other organizations)
Outside Director of Chuetsu Pulp & Paper Co., Ltd.
(Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee
Member and expected roles)
Mr. Terukazu Sugishima has been an Audit & Supervisory Board Member of the Company for many
years utilizing his expert knowledge and experience as a certified public accountant. Due to his
experience cultivated thus far, he is expected to appropriately monitor the execution of business, so theCompany nominates him as a new candidate for Outside Director who is an Audit & Supervisory
Committee Member.
New election
Yoshikazu Chiba(May 12, 1954)

1

Career summary, positions and responsibilities in the Company
and significant concurrent positions at other organizations

17

No.

Name
(Date of birth)

Career summary, positions and responsibilities in the Company
and significant concurrent positions at other organizations

New election
OutsideIndependent

June 1995

Kentaro Miura(March 22, 1972)

June 2014

Audit & Supervisory Board Member of T.P.S.
Laboratory Co., Ltd.
(to present)
Outside Audit & Supervisory Board Memberof the Company(to present)

Number ofsharesowned

0Attendance atBoard of Directors
3
meetings
11/11(Reasons for nomination as candidate for Outside Director who is an Audit & Supervisory Committee
Member and expected roles)
Mr. Kentaro Miura has been an Outside Audit & Supervisory Board Member of the Company for many
years utilizing his extensive track record and in-depth knowledge as a management consultant. Due tohis experience cultivated thus far, he is expected to appropriately monitor the execution of business, so
the Company nominates him as a new candidate for Outside Director who is an Audit & Supervisory
Committee Member.
Notes:
1. There is no special interest between the candidates and the Company.
2. Mr. Terukazu Sugishima and Mr. Kentaro Miura are candidates for Outside Director, and both meetthe requirements of the Company’s prescribed “Standards for Independence of Outside Directors.”
3. If Mr. Sugishima and Mr. Miura assume office as Outside Directors, the Company plans to registerthem both with the Tokyo Stock Exchange as Independent Officers as defined by the securities
exchange.
4. Mr. Sugishima’s term of office as Outside Audit & Supervisory Board Member will be thirteen years
at the closing of this General Meeting of Shareholders.
5. Mr. Miura’s term of office as Outside Audit & Supervisory Board Member will be seven years at theclosing of this General Meeting of Shareholders.
6. Pursuant to Article 427, paragraph (1) of the Companies Act, the Company has entered into a liability
limitation agreement with Mr. Sugishima and Mr. Miura to limit their liability for damages to the effectthat if such liability as stipulated in Article 423, paragraph (1) of the Act is not resulting from serious
negligence and their duties are conducted in good faith, the limit of the amount for which they are
liable under such agreement shall be the sum of the amounts set forth in each item (minimum liability
amount) of Article 425, paragraph (1) of the Act. If their reelection is approved, the Company intends
to continue the limited liability agreement.
7. The Company has entered into a directors and officers liability insurance policy with an insurancecompany, and the policy is designed to cover damages that may arise from the insured persons
assuming responsibility for the execution of their duties or receiving claims related to the pursuit ofsuch responsibility. The three candidates will be included as insured persons in the policy. However,there are exemptions such as where damage caused by intent or gross negligence is not covered. Notethat such insurance was renewed with the previous details on March 29, 2021 and the Company plansto renew the policy with the same details on the next renewal date after one year.

18

(Reference) Standards for Independence of Outside Directors
The Company selects Independent Outside Directors who satisfy the requirements of Independent Officer
as stipulated by financial instruments exchanges and possess track records and relevant knowledge intheir respective fields. More specifically, if an Outside Director does not fall under any of the following
cases, the Outside Director is determined as having independence.
 In the case where the Outside Director is currently serving, or has once served during the past ten
years, as an executive of the Company or any of its subsidiaries
 In the case where the Outside Director is currently serving as an executive of a company with which
the Group engages in transactions, and the amount of the transactions exceeds 2% of consolidated net
sales of any fiscal year among the last three fiscal years
 In the case where the Outside Director receives, as a legal or accounting expert or consultant,remuneration (excluding remuneration paid as a Director of the Company and remuneration paid tothe organization or firm to which the Outside Director belongs) exceeding the average annual amountof ¥10 million directly from the Company during the last three fiscal years
 In the case where the Outside Director belongs to an organization such as corporation (which includes
law firm, audit corporation, tax accountant corporation and consulting firm) and association, andremuneration received from the Company exceeds the higher of either 2% or more of the averageannual amount of gross sales of the said organization such as corporation or association in the last
three fiscal years or ¥100 million or more
 In the case where the Outside Director is currently an employee, etc., of an audit corporation that is
the Accounting Auditor of the Company or any of its subsidiaries
 In the case where the Outside Director has once engaged in auditing operations for the Company or
any of its subsidiaries as an employee, etc., of an audit corporation that is the Accounting Auditor of
the Company or any of its subsidiaries during the last three years
 In the case where a relative within the second degree of consanguinity of the Outside Director iscurrently serving, or has once served in the past, as an Executive of the Company or any of its
subsidiaries
Note: For the purpose of this standard, Executives refer to any and all Directors (Excluding Outside
Directors and Directors who are Audit & Supervisory Committee Members), Operating Officers
and General Manager or above.

19

Proposal No. 5

Determination of the Remuneration Amount for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a company with Audit & Supervisory committee.
The remuneration amount for Directors of the Company was approved for an annual amount of up to¥880 million at the 59th Ordinary General Meeting of Shareholders held on June 29, 2006 and has
remained to the present. However, this is to be abolished with the transition to a company with Audit &Supervisory Committee and a new remuneration amount set for Directors (excluding Directors who are
Audit & Supervisory Committee Members). The Company proposes that the remuneration amount be
the same as what has been set as the remuneration amount for Directors to date for an annual amount of
up to ¥880 million (including an annual amount of up to ¥70 million for Outside Directors).
The Company deems this proposal to be appropriate with the decision made by the Board of Directors
following deliberation by the Nomination and Remuneration Committee, comprehensively taking into
consideration factors such as the size of the Company’s business, the remuneration system for Officers
and payment levels, the number of current Officers and the future outlook. In addition, the determination
policy concerning the contents of the remuneration, etc. for individual Directors of the Company is as
described on page 39 of the Business Report (Japanese only).
Such remuneration amount, however, does not include the portion of employee salaries of Directors
concurrently serving as employees.
The current number of Directors is nine (9) (including three (3) Outside Directors) and the number of
Directors (excluding Directors who are Audit & Supervisory Committee Members) covered by this
proposal shall be ten (10) (including three (3) Outside Directors) if Proposal No. 2 and Proposal No. 3
are approved as originally proposed.
This proposal, however, can only take effect after the amendments to the Articles of Incorporation
under Proposal No. 2 take effect.

20

Proposal No. 6

Determination of the Remuneration Amount for Directors Who Are Audit &Supervisory Committee Members
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” is approved as originallyproposed, the Company will become a company with Audit & Supervisory committee.
Therefore, the Company proposes that the remuneration amount for Directors who are Audit &Supervisory Committee Members to be the same as what has been set as the remuneration amount for
Audit & Supervisory Board Members at the 59th Ordinary General Meeting of Shareholders held on
June 29, 2006 for an annual amount of up to ¥75 million.
The Company deems this proposal to be appropriate with the decision made by comprehensively
taking into consideration factors such as the size of the Company’s business, the remuneration system
for Officers and payment levels, the number of current Officers and the future outlook, as well as theadvice of the Nomination and Compensation Committee.
The number of Directors who are Audit & Supervisory Committee Members covered by this proposal
shall be three (3) if Proposal No. 2 and Proposal No. 4 are approved as originally proposed.
This proposal, however, can only take effect after the amendments to the Articles of Incorporation
under Proposal No. 2 take effect.

21

Proposal No. 7

Determination of the Amount and Details of the Performance-Linked and ShareBased Remuneration, etc. for Directors (Excluding Directors Who Are Audit &Supervisory Committee Members and Outside Directors)
1. Reasons for the proposals and reasons for justification of such remuneration plan
The remuneration of the Company’s Directors currently comprises “basic remuneration” and“performance-linked remuneration” and the Company seeks approval of this approval to introduce a
new performance-linked and share-based remuneration plan (hereinafter, the “Plan”) for Directors (asnoted below, excluding Directors who are Audit & Supervisory Committee Members and Outside
Directors). The amount and details of the remuneration under the Plan are as provided in 2 below. The
Company would like to delegate such details to the Board of Directors within the framework set out in2 below.
The Plan links Directors’ remuneration more clearly with the Company’s performance and share value,
sharing the profits and risk of share price movements with our shareholders, thereby increasingawareness of their contribution to the medium- to long-term improvement in the business performanceand to the enhancement of corporate value.
Specifically, this proposal is separate from the remuneration limit requested for approval in Proposal
No. 5 “Determination of the Remuneration Amount for Directors (Excluding Directors Who Are Audit& Supervisory Committee Members)” and is for payment of a new performance-linked and share-based
remuneration to Directors (excluding Directors who are Audit & Supervisory Committee Members andOutside Directors, hereinafter the same shall apply) who are in office during the 3-year period from the
day following the conclusion of this Ordinary General Meeting of Shareholders until the day on which
the Ordinary General Meeting of Shareholders concludes in June 2024 (hereinafter, the “applicable
period”) in accordance with the Plan.
The purpose for introducing the Plan is as described above and the Company decided thedetermination policy concerning the contents of the remuneration, etc. for individual Directors at theBoard of Directors meeting held on February 25, 2021 and provides an outline on page 39 of the Business
Report (Japanese only). If this proposal is approved as originally proposed, the Company plans topartially amend such policy. However, even under the amended determination policy, there will be nochange in the basic policy that the remuneration system should be linked to shareholders’ interests sothat it can function sufficiently as an incentive to continuously improve corporate value. Therefore, theintroduction of the Plan, which clarifies the linkage between Directors’ remuneration and stock value,
is also in line with the said amended policy. Furthermore, this proposal has been decided by the Boardof Directors after deliberation by the Nomination and Remuneration Committee, and the Company
considers the details of this proposal to be appropriate.
If Proposal No. 2 “Partial Amendments to the Articles of Incorporation” and Proposal No. 3 “Electionof ten (10) Directors (Excluding Directors Who Are Audit & Supervisory Committee Members)” areapproved as originally proposed, there will be seven (7) Directors eligible for the Plan. This proposal
shall become effective on the condition that the amendment to the Articles of Incorporation in Proposal
2 becomes effective.
* If this proposal is approved as originally proposed, the Company plans to introduce a similar
performance-linked and share-based remuneration plan for Operating Offices with whom theCompany has executed a delegation contract.
2. Amount and details of remuneration, etc. under the Plan, etc.
(1) Outline of the Plan
The Plan is a share-based remuneration scheme whereby a trust is established with cash contributedby the Company (hereinafter, the “Trust”), which then acquires the Company’s shares, with theCompany’s shares delivered to each Director through the Trust in an amount equivalent to the numberof points the Company grants to each Director.
The timing for Directors to receive such shares is, in principle, when the Director retires.
22

Directors of the Company (excluding
Directors who are Audit & Supervisory
Committee
MembersandOutsideDirectors.)
From the day following the conclusion ofthis Ordinary General Meeting of
Shareholders until the day on which theOrdinary General Meeting of Shareholders
concludes in June 2024

(1)

Eligible persons of the Plan

(2)

Applicable period(3)

Maximum amount of cash to be contributed by
the Company as funds to acquire the Company’s
shares necessary to deliver to eligible persons
under (1) during the applicable period (three
years) under (2)Total ¥264 million(4)

Method for acquiring the Company’s shares

Through disposal of treasury stock or
acquisition through the stock exchange
market (including off market transactions)(5)

Maximum number of total points to be granted
to eligible persons under (1)8,800 points per year

(6)

Criteria for granting points

Grant points according to measures such as
position and level of achievement of
performance targets(7)

Period of delivery of the Company’s shares tothe eligible persons under (1)In principle, on retirement(2) Maximum amount of cash contributed by the Company
The initial trust period for the Trust is taken to be approximately three years and the Company willcontribute cash to a maximum total of ¥264 million for funds to acquire the Company’s shares necessary
to deliver to the Directors in accordance with the Plan during the applicable period as remuneration for
Directors in office during the applicable period and the Trust is established with the Directors who
acquire the beneficiary rights as beneficiaries as outlined in (3) 3) below. The Trust shall use the cash
entrusted by the Company to fund the acquisition of the Company’s shares through disposal of theCompany’s treasury stock or acquisition through the stock exchange market (including off market
transactions).
Note: The cash actually entrusted in the Trust by the Company shall be an amount to fund theacquisition of the Company’s shares noted above as well as a forecast amount necessary tocover expenses such as trust fees and trust administrator remuneration. In addition, if theCompany introduces a performance-linked and share-based remuneration plan similar to thePlan for Operating Offices with whom the Company has executed a delegation contract as
outlined above, the necessary funds to acquire the Company’s shares to deliver to Operating
Officers in accordance with that plan shall be entrusted together.
In accordance with a decision of the Company’s Board of Directors, the applicable period may be
extended at any time for periods of up to five years while the trust period for the Trust will also be
extended accordingly (this included the effective extension of the trust period with the transfer of trust
assets to a trust with the same purpose as the Trust established by the Company, hereinafter the same
shall apply) and the Plan may continue. In this case, the Company shall make additional contribution to
the Trust of cash to a maximum amount calculated by multiplying the number of years in the applicable
period for the extended portion by ¥88 million as the funds for additional acquisition of the Company’s
shares necessary to deliver to Directors in accordance with the Plan during the extended portion of such23

applicable period, and the granting of points and delivery of the Company’s shares will continue as
outlined in (3) below.
In addition, even if there is no extension to the applicable period as noted above and the Plan does notcontinue, if there are Directors who have not yet retired who have already been granted points when thetrust period expires, the trust period for the Trust may be extended until such Directors retire and thedelivery of the Company’s shares is completed.
(3) Calculation method and maximum number of the Company’s shares to be delivered to Directors
1) Method of granting points to Directors, etc.
The Company shall grant points to each Director in accordance with the share delivery regulationsprescribed by the Company’s Board of Directors according to factors such as position and level ofachievement of the performance targets on the point grant date prescribed in the share delivery
regulations during the trust period.
However, the maximum total number of points to be granted by the Company to Directors is 8,800
points per year, while a condition of granting points is the achievement of the values for the prescribed
performance targets (performance targets prescribed by the Board of Directors such as consolidated
operating profit margin).
2) Delivery of the Company’s shares corresponding to the number of granted points
Directors shall receive delivery of the Company’s shares corresponding to the number of points
granted in 1) above in accordance with the procedures outlined in 3) below. However, if a Director
resigns due to personal reasons, all or part of the points granted up until then shall lapse, and thedelivery of the Company’s shares matching such lapsed points shall not be received.
One point equates to one of the Company’s shares. However, in the event of a share split,
consolidation of shares or allotment of shares without contribution in relation to the Company’s shares,
adjustment shall be made corresponding to the share split ratio or reverse share split ratio, etc.
3) Delivery of the Company’s shares to Directors
Each Director shall in principle acquire beneficiary rights of the Trust through prescribed
procedures on retirement and shall receive delivery of the Company’s shares under 2) above from theTrust as a beneficiary of the Trust.
However, a certain portion of the Company’s shares may be sold with proceeds realized in the Trustfor the purpose of the Company to withhold funds to pay taxes such as withholding taxes, so cash
may be delivered in lieu of the Company’s shares. In addition, if the Company’s shares held in the
Trust are converted to cash due to the settlement such as a subscription to a tender offeror theCompany’s shares held in the Trust, cash may be delivered in lieu of the Company’s shares.
(4) Exercise of voting rights
Pursuant to the instructions of the trust administrator who is independent from the Company and
Officers, the voting rights associated with the Company’s shares held in the Trust shall not be exercised
without exception. This will assure the neutrality of the Company’s management in relation to exercise
of voting rights of the Company’s shares held in the Trust.
(5) Handling of dividends
Dividends on the Company’s shares held in the Trust shall be received by the Trust, and shall beappropriated towards payment for acquisition of the Company’s shares and trust fees for the trustee
associated with the Trust, etc.

24