This document has been translated from a part of the Japanese original for reference purposes only. In the eventof any 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: 3513)
June 5, 2024
(Start date of measures for electronic provision: May 31, 2024)
To Those Shareholders with Voting Rights
Takanobu Yazaki
President and Representative Director
Ichikawa Co., Ltd.
2-14-15 Hongo, Bunkyo-ku, TokyoNOTICE OF THE 100th ORDINARY GENERAL MEETING OF SHAREHOLDERS
Please be informed that the 100th Ordinary General Meeting of Shareholders of Ichikawa Co., Ltd. (the“Company”) will be held as described below.
When convening the General Meeting of Shareholders, we are taking measures for electronic provision, andwe have posted the matters concerning measures for electronic provision as “Notice of the 100th Ordinary General
Meeting of Shareholders” on the following website on the Internet.
The Company’s website: https://www.ik-felt.co.jp/english/ir/meeting/In addition to the above, it is also posted on the Tokyo Stock Exchange (TSE) Website (Listed Company Search).
To view the matters, please access the below website, enter “ICHIKAWA” in “Issue Name” or “3513” in“Code,” and then click “Basic information” and select “Documents for public inspection/PR information” in thisorder.
TSE Website: https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you will not be attending the meeting, you can exercise your voting rights in writing, or via the Internet.
Please review the “Reference Documents of General Meeting of Shareholders” described in the mattersconcerning measures for electronic provision, follow the “Information on the Exercise of Voting Rights” onpages 4 to 6 (the Japanese original only), and exercise your voting rights by 5:15 p.m. of Tuesday, June 25,2024.
1. Date and Time:
2. Place:

Wednesday, June 26, 2024 at 10:00 a.m. (Reception opens at 9:00 a.m.)
Heian, TOKYO GARDEN PALACE 3F
1-7-5 Yushima, Bunkyo-ku, Tokyo

3. Agenda of the Meeting:
Matters to be reported:(1) Business Report and Consolidated Financial Statements for the 100th Fiscal

Term (from April 1, 2023 to March 31, 2024), and results of audits of theConsolidated Financial Statements by the Accounting Auditor and the Board
1

of Corporate Auditors(2) Non-consolidated Financial Statements for the 100th Fiscal Term (from April
1, 2023 to March 31, 2024)
Proposals to be resolved:
Proposal 1:Partial Amendments to the Articles of Incorporation
Proposal 2:Election of Nine Directors
Proposal 3:Election of Two Corporate Auditors
Proposal 4:Election of One Substitute Corporate Auditor
4. Other Matters to be Determined at the Convocation
1. If you exercise your voting rights by proxy, you should delegate a shareholder
who has voting rights as your proxy. In such case, you may designate only one
proxy.
2. If no indication of approval or disapproval is made on the Voting Rights
Exercise Form for each of proposals, it will be treated as an indication of
approval.
3. If voting rights are exercised both in writing and via the Internet, the vote via
the Internet shall be deemed valid. If you exercise your voting rights morethan once via the Internet, the last exercise shall be deemed valid.
 When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
 In the document sent to shareholders who requested delivery of documents, in accordance with laws andregulations as well as Article 15 of the Articles of Incorporation of the Company, the following are notincluded. Therefore, such documents are a part of the subject documents that were audited by the Corporate
Auditors and Accounting Auditor at the preparation of their respective Audit Reports.
Business Report: 5. System and Policy of the Company(1) System to ensure the appropriateness of business operations(2) Overview of the operational status of system to ensure the appropriateness of business operations
Consolidated Financial Statement: Consolidated Statement of Changes in Net Assets
Consolidated Financial Statement: Notes to the Consolidated Financial Statements
Non-consolidated Financial Statement: Non-consolidated Statement of Changes in Net Assets
Non-consolidated Financial Statement: Notes to the Non-consolidated Financial Statements
 In the event of any modifications to the matters concerning measures for electronic provision, themodifications will be posted on the respective websites where they are posted.

2

Reference Documents of General Meeting of Shareholders
Proposals and references
Proposal 1:
1.

Partial Amendments to the Articles of Incorporation

Reasons for amendments
The Company holds the Board of Directors meeting based on the belief that, in principle, it is important to holdface-to-face deliberations and discussions at the Board of Directors meeting, an important management decisionmaking body. At the same time, in order to facilitate flexible operation of the Board of Directors and respond quickly
to future changes in the external environment, pursuant to Article 370 of the Companies Act, Article 25 of
Incorporation of the Company (Omission of Resolutions by Board of Directors) shall be newly established to allow
the Board of Directors to deem that resolutions on matters to be resolved have been made without holding a Boardof Directors meeting.

2.

Details of amendments
The details of the amendments are as follows.
(Amended parts are underlined.)
Proposed Amendments(Omission of Resolution by the Board of Directors)

Current Articles of Incorporation<Newly established>

Article 25.
In the event that all Directors
agree in writing or by electromagnetic record to amatter to be resolved at a Board of Directors
meeting, the Company shall deem that a
resolution of the Board of Directors to approve
such resolutions has been adopted. However, thisshall not apply if a Corporate Auditor has raised
an objection.
Articles 26. to 41. <Article numbers moved down,
texts as is the current>

Articles 25. to 40. <Text omitted>

3

Proposal 2:

Election of Nine Directors

The terms of office of all eight Directors will expire at the conclusion of this Meeting. Accordingly, the electionof nine Directors, including three Outside Directors is proposed, with an increase in the number of Outside Directors
by one to further strengthen oversight of management.
In consideration of its scale of business, the Company has defined in the current Articles of Incorporation that the
number of Directors of the Company shall not exceed ten.
The Board of Directors of the Company consists of talented personnel who have an in-depth knowledge of
operations of the rare and extremely specialized field of paper manufacturing equipment, and are capable ofappropriately monitoring the execution of operations. Regarding this proposal, pursuant to the clauses stipulated in
the management structure regulations that are based on resolutions by the Board of Directors, the Nominating andCompensation Committee consisting of Outside Directors, Outside Corporate Auditors, and the Representative
Director nominated candidates that possess good character and the necessary knowledge for each of the positions.
The proposal was resolved at a Board of Directors meeting as a matter to be discussed during the General Meetingof Shareholders, and has accordingly been submitted as a proposal for this General Meeting of Shareholders.
Regarding the candidates for Director, we have endeavored to select candidates with a good balance of specialized
knowledge, experience, and capabilities, as well as taken diversity into consideration.
Regarding the candidates for Independent Outside Directors, the Company has formulated its requirements forindependence based on the external requirements defined in the Companies Act, as well as on the standards definedby the Tokyo Stock Exchange.

No.

Current position within the
Company

Term ofoffice as
Director

Attendance at Board of
Directors meetings

Chairman, Representative Director

19 years

100% (17/17)

8 years

100% (17/17)

1 year

100% (13/13)

6 years

100% (17/17)

2 years

100% (17/17)

-

-

Name

1

Reappointment

Masataka Ushio

2

Reappointment

Takanobu Yazaki

3

Reappointment

Tomohiro Mochizuki

4

Reappointment

Wataru Kobori

5

Reappointment

Hiroyuki Toyama

6

New appointment

Masanori Morokawa

Managing Executive Officer

Hiroki Nagaoka

Outside Director

6 years

100% (17/17)

Ryota Honjo

Outside Director

2 years

100% (17/17)

Itsuko Fukuda

-

-

-

President, Representative Director
Chief Executive Officer
Director,
Senior Managing Officer
Director,
Managing Executive Officer
Director,
Managing Executive Officer

Reappointment
7

Outside Director
Independent Officer
Reappointment

8

Outside Director
Independent Officer
New appointment

9

Outside Director
Independent Officer(Note) The “Attendance at Board of Directors meetings” of Mr. Tomohiro Mochizuki is the attendance at Board of Directors
meetings held after his appointment on June 28, 2023.
Reappointment Reappointed candidate for Director
New appointment Newly appointed candidate for Director
Outside Director Candidate for Outside Director
Independent Officer Candidate for Independent Officer

4Candidate 1:

Masataka Ushio [Reappointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1975
June 2003
April 2004
June 2004
June 2005
April 2006

Date of birth:
April 1, 1953
Term of office as a
Director:
19 years (at theconclusion of thisMeeting)

April 2007
April 2008
June 2008
June 2012
June 2012

Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
19,000 shares

June 2013
June 2023

Joined Mitsubishi Trust and Banking Corporation
Full-time Corporate Auditor of E-net Co., Ltd.
Joined the Company, General Manager of Planning
Headquarters
Executive Officer, General Manager of Marketing Department
Director, Managing Executive Officer
Director, Executive Officer, General Manager of Sales
Headquarters
Director, Executive Officer in charge of Sales
Director, Executive Officer in charge of Planning and General
Affairs
Director, Managing Executive Officer in charge of Planning andGeneral Affairs
Director, Managing Executive Officer in charge of Planning and
Sales
Director, Senior Managing Officer in charge of Planning and
Sales
President, Representative Director, Chief Executive Officer
Chairman, Representative Director (to present)

Reasons for being a candidate for Director
Mr. Masataka Ushio has extensive knowledge in the financial and monetary fields,
accumulated through decades of working at a major financial institution. After
joining the Company, he has capitalized on that experience and knowledge, and has
displayed excellent capabilities in the overall management of the Company. Since
June 2013, as the President and Representative Director of the Company, he has led
the Group with his outstanding leadership skills and strengthened the effectivenessof the decision-making and supervising functions of the Board of Directors. Since
June 2023, as the Chairman and Representative Director of the Company, he has
provided advice and support based on his extensive knowledge of the managementof the entire Group. As his contribution is expected to achieve sustained growth ofcorporate value for the Group, he has been nominated again as a candidate for
Director.

5

Candidate 2:

Takanobu Yazaki [Reappointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)

Date of birth:
October 28, 1961
Term of office as a
Director:
8 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
9,700 shares

September 1985 Joined the Company
June 2005
President, Ichikawa Europe GmbH
June 2012
General Manager of Global Sales, the Company; President,
Ichikawa North America Corp.; CEO, Ichikawa China Co., LTD.
April 2014
General Manager of Global Sales, the Company; CEO, Ichikawa
China Co., LTD.
June 2014
Executive Officer, General Manager of Global Sales, theCompany; CEO, Ichikawa China Co., LTD.
April 2015
Executive Officer, in charge of Sales (adjunct) and General
Manager of Global Sales, the Company; CEO, Ichikawa China
Co., LTD.
April 2016
Executive Officer, in charge of Sales and General Manager of
Global Sales, the Company
June 2016
Director, Managing Executive Officer in charge of Sales andGeneral Manager of Global Sales
April 2017
Director, Managing Executive Officer in charge of Sales
April 2018
Director, Managing Executive Officer in charge of Sales andGeneral Manager of Global Management
April 2019
Director, Managing Executive Officer in charge of Sales
January 2020
Director, Managing Executive Officer in charge of Global
Operations
June 2021
Director, Managing Executive Officer in charge of Global
Operations and Ichikawa Techno Fabrics Co., Ltd.
June 2023
President, Representative Director, Chief Executive Officer(to present)
Reasons for being a candidate for Director
Since joining the Company, for many years, Mr. Takanobu Yazaki has been actively
involved in the operations of the Global Sales Department, including fulfillingoverseas assignments. By capitalizing on that extensive experience and his
perceptive insight, he has contributed to strengthening the effectiveness of thedecision-making and supervising functions of the Board of Directors. Since June
2023, as the President and Representative Director of the Company, he has led theGroup with his outstanding leadership skills. As his contribution is expected toachieve sustained growth of corporate value for the Group, he has been nominatedagain as a candidate for Director.

6

Candidate 3:

Tomohiro Mochizuki [Reappointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1984
June 2012
October 2012

Date of birth:
March 9, 1961

April 2013
June 2014
April 2016

Term of office as a
Director:
1 year (at the conclusionof this Meeting)June 2016

Attendance at Board of
Directors meetings:
100% (13/13) (*)

June 2020
June 2023

Number of shares of
the Company held:
10,000 shares* After his appointment onJune 28, 2023

June 2017

Joined the Company
General Manager of Business Planning
General Manager of Business Planning, General Manager ofInternal Audit Office
General Manager of Business Planning
Executive Officer, General Manager of Business Planning
Executive Officer in charge of General Affairs (adjunct) andBusiness Planning
Director, Managing Executive Officer in charge of General Affairs
and Business Planning
Director, Managing Executive Officer in charge of General
Affairs, Business Planning Department and Quality Assurance
Department
Full-time Corporate Auditor
Director, Senior Managing Executive Officer in charge of General
Affairs, Business Planning Department and Quality Assurance
Department and in charge of Ichikawa Techno Fabrics Co., Ltd.
(to present)

Reasons for being a candidate for Director
Since joining the Company, for many years, Mr. Tomohiro Mochizuki has been
actively involved in the operations of the Business Planning. In addition, since
assuming the position of Director in June 2016, he has been in charge of staff
departments related to Business Planning, Personnel Affairs, Legal, Purchasing, etc.
In addition, from 2020 as Full-time Corporate Auditor of the Company, he has
evolved corporate governance and strengthened auditing functions in order torealize sustainable growth and corporate value for the Group. By capitalizing onthat extensive experience and his perceptive insight, his contribution is expected tostrengthen the effectiveness of the decision-making and supervising functions of
the Board of Directors, he has been nominated again as a candidate for Director.

7

Candidate 4:

Wataru Kobori [Reappointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1988
April 2013
April 2015
June 2015

Date of birth:
September 22, 1965
Term of office as a
Director:
6 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
4,500 shares

June 2016
June 2017
April 2018
June 2018
January 2020
June 2020
February 2021
June 2023

Joined the Company
General Manager, Technology Department
Head of Research and Development Laboratory and General
Manager, Technology Department
Executive Officer, Head of Research and Development Laboratory
and General Manager, Technology Department
Executive Officer, Head of Research and Development Laboratory
Executive Officer in charge of Technology (adjunct), Head of
Research and Development Laboratory, and in charge ofTechnology Management Department
Executive Officer in charge of Technology and Asia Business
Department (adjunct)
Director, Managing Executive Officer in charge of Technology
and Asia Business Department (adjunct)
Director, Managing Executive Officer in charge of Japan
Operations
Director, Managing Executive Officer in charge of Japan
Operations and Technology
Director, Managing Executive Officer in charge of Japan
Operations
Director, Managing Executive Officer in charge of Production(to present)

Reasons for being a candidate for Director
Since joining the Company, for many years, Mr. Wataru Kobori has been actively
involved in the operations of the Technology Department including Research andDevelopment Laboratory. By capitalizing on that extensive experience and his
perceptive insight, he can contribute greatly to the Board of Directors. As his
contribution is expected to strengthen the effectiveness of the decision-making andsupervising functions of the Board of Directors, he has been nominated again as a
candidate for Director.

8

Candidate 5:

Hiroyuki Toyama [Reappointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)

Date of birth:
November 19, 1964
Term of office as a
Director:
2 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
2,600 shares

April 1988
October 2015
April 2017
April 2018
June 2020
April 2021
April 2022
June 2022
June 2023

Joined The Chiba Bank, Ltd.
General Manager, Regional Revitalization Division
Joined the Company, General Manager, Personnel Department
General Manager of Business Planning
Executive Officer, General Manager of Business Planning andGeneral Manager of General Affairs
Executive Officer, General Manager of Business Planning andGeneral Manager of Personnel Affairs
Executive Officer, General Manager of Personnel Affairs
Director, Managing Executive Officer, General Manager of
Personnel Affairs in charge of General Affairs, Business Planning
Department and Quality Assurance Department
Director, Managing Executive Officer in charge of Sales(to present)

Reasons for being a candidate for Director
Mr. Hiroyuki Toyama has extensive knowledge in the financial and monetary fields,
accumulated through decades of working at a major financial institution. After
joining the Company, he has been actively involved in the operations of the General
Affairs Department, mainly in personnel affairs and corporate planning. By
capitalizing on that extensive experience and his perceptive insight, he cancontribute greatly to the Board of Directors. As his contribution is expected tostrengthen the effectiveness of the decision-making and supervising functions of
the Board of Directors, he has been nominated again as a candidate for Director.

9Candidate 6:

Masanori Morokawa [New appointment]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)

Date of birth:
April 17, 1963
Term of office as a
Director:
Attendance at Board of
Directors meetings:
Number of shares of
the Company held:
8,300 shares

April 1986
April 2013
April 2015
June 2015
April 2016
June 2017
April 2020
July 2020
April 2022
June 2023

Joined the Company
General Manager, Production Technology Department
Head of Kashiwa Mill
Executive Officer, Head of Kashiwa Mill
Executive Officer, General Manager, Production Technology
Department
Executive Officer in charge of Production (adjunct), Head of
Iwama Mill and General Manager, Production Technology
Department
Executive Officer, General Manager, Production Technology
Department
Executive Officer, General Manager, Production Technology
Department and Head of ICP Promotion Office
Executive Officer, General Manager of Business PlanningManaging Executive Officer, General Manager of Business
Planning (to present)

Reasons for being a candidate for Director
Since joining the Company, for many years, Mr. Masanori Morokawa has been
actively involved in the operations of the Production Department. By capitalizingon that extensive experience and his perceptive insight, he can contribute greatly to
the Board of Directors. As his contribution is expected to strengthen theeffectiveness of the decision-making and supervising functions of the Board of
Directors, he is nominated newly as a candidate for Director.

10Candidate 7:

Hiroki Nagaoka [Reappointment] [Outside Director] [Independent Officer]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
July 1977

Date of birth:
July 9, 1953
Term of office as an
Outside Director:
6 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
2,500 shares

Joined Sanwa Tokyo Marunouchi Office (currently Deloitte
Touche Tohmatsu LLC)
March 1979
Registered as Certified Public Accountant
November 1990 Head of Shizuoka Office, Deloitte Touche Tohmatsu LLC
June 2004
Member of Management Council (resigned in November 2015)
June 2004
Assistant to Executive Manager of Tokyo Office and Head ofEastern Japan Regional Offices
June 2007
Assistant to Head of Eastern Japan Block
October 2010
Head of Total Service Division
October 2013
In charge of Middle Market Promotion
July 2016
Corporate Advisor, Paramount Bed Holdings Co., Ltd. (to present)
June 2018
Director, the Company (to present)
Reasons for being a candidate for Outside Director and overview of expectedrole
By capitalizing on his extensive auditing experience and professional insight into
finance and accounting, which he has accumulated over the years as a certified
public accountant, Mr. Hiroki Nagaoka actively gives his opinions and suggestions
at Board of Directors meetings of the Company. Furthermore, he actively comments
as a member of the Nominating and Compensation Committee, thereby increasing
the transparency and fairness of the election or dismissal of and compensation for
officers. The Company has deemed that he is qualified to conduct the oversight ofmanagement as the Group aims to achieve sustained growth and the realization of
corporate value. Therefore, he has been nominated again as a candidate for Outside
Director. Although he has not been directly involved in corporate management, forthe reasons above, it is deemed that he is capable of appropriately carrying out theduties of an Outside Director.
Submission of Appointment as Independent Officer
The Company has appointed Mr. Hiroki Nagaoka as an Independent Officer asprescribed by the Tokyo Stock Exchange and has submitted a notification of theappointment to the said Exchange. If his reappointment is approved, he willcontinuously be an Independent Officer.
Liability Limitation Agreement
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has concluded an agreement with Mr. Hiroki Nagaoka to limit his liability
for damages under Article 423, Paragraph 1 of the Companies Act. The limit of theliability is the amount set by laws and regulations. If Mr. Hiroki Nagaoka isreelected, the Company plans to continue the same agreement with him.

11

Candidate 8:

Ryota Honjo [Reappointment] [Outside Director] [Independent Officer]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1972
April 2001
June 2002
June 2004

Date of birth:
July 17, 1948
Term of office as an
Outside Director:
2 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Number of shares of
the Company held:
1,100 shares

June 2005
June 2015
June 2022

Joined ITOCHU Corporation
Chief Executive Representative for ASEAN & South-West Asia,
ITOCHU Corporation; Chairman and Managing Director,
ITOCHU Hong Kong Ltd.
Executive Officer, ITOCHU Corporation
President and Representative Director, ITOCHU Management
Consulting Co., Ltd.
President and Representative Director, JAPAN FOODS CO., LTD.
Chairman of the Board
Director, the Company (to present)

Reasons for being a candidate for Outside Director and overview of expected
role
Mr. Ryota Honjo has extensive experience as a corporate executive and broad
insight into overall corporate management in addition to international experience
mainly in Asian markets. Also, he actively gives his opinions and suggestions at
Board of Directors meetings of the Company. Furthermore, he actively comments
as a member of the Nominating and Compensation Committee, thereby increasing
the transparency and fairness of the election or dismissal of and compensation for
officers. The Company has deemed that he is qualified to conduct the oversight ofmanagement as the Group aims to achieve sustained growth and the realization of
corporate value. Therefore, he has been nominated again as a candidate for Outside
Director. For the reasons above, it is deemed that he is capable of appropriately
carrying out the duties of an Outside Director.
Submission of Appointment as Independent Officer
The Company has appointed Mr. Ryota Honjo as an Independent Officer asprescribed by the Tokyo Stock Exchange and has submitted a notification of theappointment to the said Exchange. If his appointment is approved, he willcontinuously be an Independent Officer.
Liability Limitation Agreement
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has concluded an agreement with Mr. Ryota Honjo to limit his liability
for damages under Article 423, Paragraph 1 of the Companies Act. The limit of theliability is the amount set by laws and regulations. If Mr. Ryota Honjo is reelected,
the Company plans to continue the same agreement with him.

12

Candidate 9:

Itsuko Fukuda [New appointment] [Outside Director] [Independent Officer]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1984
April 2015
July 2017

Date of birth:
February 5, 1962
Term of office as an
Outside Director:
Attendance at Board of
Directors meetings:
Number of shares of
the Company held:-

March 2018
June 2018
October 2019
October 2022

Joined Toshiba Corporation
General Manager, Quality Assurance Department, Komukai
Complex, Toshiba Corporation
General Manager, Quality Assurance Department, Komukai
Complex, Toshiba Infrastructure Systems & Solutions Corporation
Joined Tokyo Electronic Systems Corporation
President CEO, Tokyo Electronic Systems Corporation
President CEO, Toshiba Electronic Systems Corporation
Director, General Manager, Systems Division and General
Manager, Sales Division, TOSHIBA ELECTRONICTECHNOLOGIES CORPORATION

Reasons for being a candidate for Outside Director and overview of expectedrole
Ms. Itsuko Fukuda has extensive project management experience and insight asboth a business executive and software engineer. She can contribute greatly toachieve the sustained growth and the realization of corporate value of the Group.
As her contribution is expected to supervise the corporate management, she isnominated newly as a candidate for Outside Director. If her appointment isapproved, she is also expected to participate in increasing the transparency andfairness of the election or dismissal of and compensation for officers as a memberof the Nominating and Compensation Committee.
Submission of Appointment as Independent Officer
The Company intends to appoint Ms. Itsuko Fukuda as an Independent Officer asprescribed by the Tokyo Stock Exchange and submit a notification of theappointment to the said Exchange. If her appointment is approved, she will be a
new Independent Officer.
Liability Limitation Agreement
If her appointment is approved, pursuant to the provisions of Article 427, Paragraph
1 of the Companies Act, the Company plans to conclude an agreement with Ms.
Itsuko Fukuda to limit her liability for damages under Article 423, Paragraph 1 of
the Companies Act. The limit of the liability is the amount set by laws andregulations.

(Notes) 1. No conflict of interest exists between the Company and the above candidates.
2. The Company has entered into a directors and officers liability insurance contract to insure all of its
Directors. The contract will cover damages that may arise due to insured Directors assuming liability
for their execution of duties, or receiving a claim for the pursuit of such liability. If this proposal isapproved as originally proposed and the candidates are appointed as Directors, each of them will be
insured under the said insurance contract, which is to be renewed in June 2024.

13

Proposal 3:

Election of Two Corporate Auditors

The terms of office of Corporate Auditors Mr. Takafumi Hirama and Mr. Masato Denawa will expire at theconclusion of this Meeting. Accordingly, the election of two Corporate Auditors is proposed.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidates for Corporate Auditor are as follows:

Candidate 1:

Takafumi Hirama [Reappointment]

Date of birth:January 31, 1963
Term of office as a
Corporate Auditor:
1 year (at the conclusionof this Meeting)Attendance at Board of
Directors meetings:
100% (13/13) (*)
Attendance at Board of
Corporate Auditors
meetings:
100% (14/14) (*)
Number of shares of
the Company held:
6,500 shares* After his appointment onJune 28, 2023

Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1985
April 2015
April 2018
April 2020
June 2020
March 2021
April 2022
June 2023

Joined the Company
General Manager, Quality Assurance Department
General Manager of Quality Assurance
Head of Kashiwa Mill
Executive Officer, Head of Kashiwa Mill
Executive Officer, Head and General Manager of Kashiwa Mill
Executive Officer, Supervising Mill Manager
Full-time Corporate Auditor (to present)

Reasons for being a candidate for Corporate Auditor
Since joining the Company, for many years, Mr. Takafumi Hirama has been actively
involved in the operations of Production Department and Quality Assurance
Department. He has profound understanding and extensive experience of
production sites. As his contribution is expected to evolve corporate governanceand strengthen audit functions as the Group aims to achieve the sustained growth
and the realization of corporate value of the Group, he has been nominated again asa candidate for Corporate Auditor.

14

Candidate 2:

Masato Denawa [Reappointment] [Outside Corporate Auditor] [Independent

Officer]
Career summary, position and responsibility within the Company(Other significant concurrent positions held)
April 1990

Date of birth:
February 5, 1964
Term of office as an
Outside Corporate
Auditor:
9 years (at theconclusion of thisMeeting)
Attendance at Board of
Directors meetings:
100% (17/17)
Attendance at Board of
Corporate Auditors
meetings:
100% (20/20)
Number of shares of theCompany held:
4,300 shares

Registered as an attorney (Daiichi Tokyo Bar Association)
Joined Okinobu & Ishihara Law Office (currently Spring Partners)
January 1999
Partner, Spring Partners (to present)
June 2000
Corporate Auditor, KINKANDO CO., LTD.
April 2002
Adjunct Lecturer, Faculty of Law, Keio University
July 2007
Director, ADVICE LINK Inc. (to present)
September 2007 Supervising Officer, Japan Prime Realty Investment Corporation(to present)
April 2009
Adjunct Lecturer, Keio University Law School
April 2011
Practicing-Attorney-Professor for Civil Advocacy, The Legal
Training and Research Institute of Japan, Supreme Court of Japan
April 2013
Senior-Practicing-Attorney-Professor for Civil Advocacy, The
Legal Training and Research Institute of Japan, Supreme Court ofJapan
September 2014 Adjunct Lecturer, Keio University Law School
June 2015
Corporate Auditor, the Company (to present)
February 2021 Accident compensation examination commission member,Supreme Court of Japan (to present)
June 2021
Outside Audit & Supervisory Board Member, BML, Inc.
(to present)
Reasons for being a candidate for Outside Corporate Auditor
Mr. Masato Denawa has utilized his professional knowledge and experience gainedin the legal profession to audit the Directors execution of their duties from an
objective and neutral viewpoint. He actively gives his opinions and suggestions at
Board of Directors’ meetings of the Company. Furthermore, he actively comments
as a member of the Nominating and Compensation Committee, thereby increasing
the transparency and fairness of the election or dismissal of and compensation for
officers. The Company has deemed that he is qualified to evolve corporate
governance and strengthen audit functions to achieve sustained growth and therealization of corporate value. Therefore, he has been nominated again as a
candidate for Corporate Auditor. Although he has not been directly involved incorporate management, for the reasons above, it is deemed that he is capable ofappropriately carrying out the duties of a Corporate Auditor.
Submission of Appointment as Independent Officer
The Company has appointed Mr. Masato Denawa as an Independent Officer asprescribed by the Tokyo Stock Exchange and has submitted a notification of theappointment to the said Exchange. If his reappointment is approved, he willcontinuously be an Independent Officer.
Liability Limitation Agreement
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany has concluded an agreement with Mr. Masato Denawa to limit his liability
for damages under Article 423, Paragraph 1 of the Companies Act. The limit of theliability is the amount set by laws and regulations. If Mr. Masato Denawa isreelected, the Company plans to continue the same agreement with him.

(Notes) 1. No conflict of interest exists between the Company and the above candidates.
2. The Company has entered into a directors and officers liability insurance contract to insure all of its
Corporate Auditors. The contract will cover damages that may arise due to insured Corporate Auditors
assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. If
15this proposal is approved as originally proposed and the candidates are appointed as Corporate Auditors,
each of them will be insured under the said insurance contract, which is to be renewed in June 2024.

16

Reference

Skills Matrix for Directors and Corporate Auditors

The expertise and experience possessed by the Directors and Corporate Auditors, if Proposals 2 and 3 areapproved as originally proposed at this General Meeting, are as shown in the matrix below.
Please note that it does not list all the expertise possessed by each of these persons.

Position

Masataka Ushio
Takanobu Yazaki

Chairman and
Representative
Director
President andRepresentative
Director

●

●

●

●

●

●

●

●

●

●

●

●

●

Wataru Kobori

Director

Hiroyuki Toyama

Director●

Director●

Hiroki Nagaoka
Ryota Honjo
Itsuko Fukuda
Takafumi Hirama
Masato Denawa

Takako Okada

Overseas
operation /International
experience

Legal / Risk
management

Director

Independent
OutsideDirector
Independent
OutsideDirector
Independent
OutsideDirector
Corporate
AuditorIndependent
OutsideCorporate
AuditorIndependent
OutsideCorporate
AuditorTechnology /Production /Qualityassurance /R&D

Corporate
management

Tomohiro Mochizuki

Masanori Morokawa

Human
Finance /Sales /
resource
Accounting
Marketingmanagement

●
●

●

●

ITC

●

●

●
●

●
●

●

●

●
●

●

●
●
●

●

●

* The positions shown in the matrix are those to be approved by the Board of Directors after the close of this
General Meeting of Shareholders.

17Proposal 4:

Election of One Substitute Corporate Auditor

To prepare for cases where the number of Corporate Auditors falls below the number required by laws andregulations, the election of one Substitute Corporate Auditor is proposed.
The effectiveness of the election of Substitute Corporate Auditor under this proposal may be cancelled based on
resolution of the Board of Directors, provided such cancellation is done prior to the assumption of office and withthe consent of the Board of Corporate Auditors.
The Board of Corporate Auditors has previously given its approval to this proposal.
The candidate for Substitute Corporate Auditor is as follows:

Shinichi Oshima [Candidate for Substitute Outside Corporate Auditor] [Independent Officer]
Career summary and position within the Company(Other significant concurrent positions held)
April 2001

Joined UBS Warburg Securities Japan Co., Ltd. (currently UBS
Securities Japan Co., Ltd.)
January 2006
Joined Pinnacle Inc.
September 2013 Representative Director, Best Move, Inc. (to present)
December 2018 Representative Director, QT Japan Co., Ltd. (currently Chinoh.Ai
Co., Ltd.)

Date of birth:
July 29, 1976
Number of shares of
the Company held:-

Reasons for being a candidate for Substitute Outside Corporate Auditor
Mr. Shinichi Oshima has extensive experience and broad insight as a corporate
manager who has founded and developed his own companies, and it is expectedthat he can perform audit appropriately from an objective and fair standpoint.
Therefore, he has been nominated as a candidate for Substitute Outside Corporate
Auditor. For the reasons above, it is deemed that he is capable of appropriately
carrying out the duties of an Outside Corporate Auditor.
Submission of Appointment as Independent Officer
Mr. Shinichi Oshima is a candidate for Substitute Outside Corporate Auditor. If hiselection is approved and he assumes the office of Outside Corporate Auditor, theCompany plans to newly appoint him as an Independent Officer and submit a
notification of the appointment to the Tokyo Stock Exchange.
Liability Limitation Agreement
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, theCompany plans to conclude an agreement with Mr. Shinichi Oshima to limit his
liability for damages under Article 423, Paragraph 1 of the Companies Act, when
he assumes the office of Corporate Auditor. The limit of the liability is the amountset by laws and regulations.

(Notes) 1. No conflict of interest exists between the Company and the above candidate.
2. The Company has entered into a directors and officers liability insurance contract to insure all of its
Corporate Auditors. The contract will cover damages that may arise due to insured Corporate Auditors
assuming liability for their execution of duties, or receiving a claim for the pursuit of such liability. If
the candidate is appointed as Outside Corporate Auditor, he will be insured under the said insurance
contract.

18