Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of 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 otherforms of damage arising from the translation.
(Securities Code 7242)
June 6, 2024
(Start date for electronic provision measures: May 24, 2024)
To Shareholders with Voting Rights:
Masahiro Kawase
Representative Director,
President Chief Operating Officer(COO)
KYB Corporation
2-4-1, Hamamatsu-cho,Minato-ku, TokyoNOTICE OF
THE 102ND ORDINARY GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 102nd Ordinary General Meeting of Shareholders of KYB Corporation(the “Company”) will be held for the purposes as described below.
Regarding the convocation of this General Meeting of Shareholders, measures for electronic provision havebeen taken for the information included in the reference documents for the General Meeting of Shareholders(“Matters to be Provided Electronically”), and Matters to be Provided Electronically have been posted on the
Company’s website. Please access the Company’s website below to confirm.
The Company’s website:
https://www.kyb.co.jp/english/ir/stock_meeting.html
In addition to the Company’s website, Matters to be Provided Electronically have also been posted on theTokyo Stock Exchange website. Please access the Tokyo Stock Exchange website below, enter and search for“KYB” in the “Issue name (company name)” search box or “7242” in the “Code” search box, then select “Basic
information” and “Documents for public inspection/PR information” in order before checking “Notice ofGeneral Shareholders Meeting /Informational Materials for a General Shareholders Meeting” listed under “Filed
information available for public inspection.”
The Tokyo Stock Exchange’s website:
https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
If you are unable to attend the meeting, you may exercise your voting rights via the Internet or by mailing theenclosed Voting Rights Exercise Form. Please exercise your voting rights by 5:15 p.m. on Monday, June 24,
2024 (Japan time), after taking the time to consult the reference documents for the General Meeting of
Shareholders listed in Matters to be Provided Electronically.
1 Date and Time:
2 Place:

Tuesday, June 25, 2024 at 10:00 a.m. (Reception starts at 9:00 a.m.) (Japantime)
Hamamatsucho Convention Hall, 5th Floor Main Hall
Nippon Life Hamamatsucho Crea Tower, 2-3-1, Hamamatsu-cho, Minato-ku,
Tokyo

3 Meeting Agenda:
Matters to be reported: 1. Business Report, Consolidated Financial Statements for the Company’s 102nd
Fiscal Year (April 1, 2023–March 31, 2024) and results of audits by the
Accounting Auditor and the Audit & Supervisory Board of the Consolidated
Financial Statements-1-2. Non-consolidated Financial Statements for the Company’s 102nd Fiscal Year
(April 1, 2023–March 31, 2024)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Election of Seven (7) Members of the Board of Directors
Proposal 2:
Election of Four (4) Audit & Supervisory Board Members
Proposal 3:
4 Exercise of voting rights:(1) If you vote both in writing on the Voting Rights Exercise Form and via the Internet, only your vote
placed via the Internet will be counted.
(2) If you vote multiple times via the Internet, only the last vote will be counted.
(3) If there is no indication of approval or disapproval of the proposals on the Voting Rights Exercise
Form, it will be treated as an indication of approval.
-------------------------------------------------------------------------------------------------------------------------------------------- When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception desk.
For the purpose of saving resources, please bring this NOTICE OF THE 102ND ORDINARY GENERALMEETING OF SHAREHOLDERS to the meeting.

- We do not prepare gifts for shareholders attending the meeting. We appreciate your understanding.
- Of Matters to be Provided Electronically, the following matters are not stated in the documents delivered
to shareholders who requested delivery of a paper copy in accordance with laws and regulations and theprovisions of Article 15, Paragraph 2 of the Company’s Articles of Incorporation. Moreover, said
documents are part of the documents audited by the Audit & Supervisory Board Members and the
Accounting Auditor for the preparation of the Audit Reports.
1) The Consolidated Statements of Changes in Equity and Notes to the Consolidated Financial Statementsin the Consolidated Financial Statements
2) The Statements of Changes in Equity and Notes to the Non-consolidated Financial Statements in the
Non-consolidated Financial Statements- Any revisions to Matters to be Provided Electronically will be posted on each website listed above.
- Please note that persons who are not shareholders, such as non-shareholder proxies or persons
accompanying shareholders, are not allowed to attend the meeting.

-2-

Reference Documents for the General Meeting of Shareholders
Proposal 1: Appropriation of Surplus
Appropriate shareholder return is an important management policy of the Company. In accordance with theCompany’s basic policy and in consideration of business performance for the fiscal year ended March 31, 2024,
future capital investment, and other factors, the Company proposes the payment of a year-end dividend of
100 yen per share of common stock for the fiscal year under review. For class A preferred shares, the Company
proposes the payment of a dividend calculated as designated at issuance.
Matters concerning year-ended dividends:
1. Type of dividend property
Cash
2. Allocation of dividend property and total amount thereof
100 yen per share of common stock of the Company
Total amount: 2,504,116,500 yen
3,750,000 yen per class A preferred share of the Company Total amount: 468,750,000 yen
3. Effective date of dividends of surplus
June 26, 2024

-3-

Proposal 2: Election of Seven (7) Members of the Board of Directors
The terms of office of all the eight (8) Members of the Board of Directors will expire at the conclusion ofthis General Meeting of Shareholders. With the aim of more prompt decision-making of the Board of Directors,
we propose the reduction of one (1) Director and the election of seven (7) Members of the Board of Directors.
The candidates for the Members of the Board of Directors are as follows:
List of candidates for Members of the Board of Directors
Current positions in the
Company

No.

Name

1

Masao Ono

(Reappointment)

Representative Director,
Chief Executive Officer
(CEO)

2

Masahiro Kawase(Reappointment)

Representative Director,
President Chief Operating
Officer (COO)(Reappointment)

Member of the Board of
Directors, Senior Managing
Executive Officer,
Chief Financial Officer
(CFO)

3

Takashi Saito

Attributes

4

Shuhei Shiozawa(Reappointment)

5

Masakazu Sakata(Reappointment)

6

Akemi Sunaga(Reappointment)

7

Chizuko Tsuruta(Reappointment)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)(Candidate forMember of the Boardof Directors(Outside))(Independent Officer)

100%(17/17)100%(17/17)100%(12/12)(After taking
office onJune 23,
2023)

Member of the Board of
Directors (Outside)(17/17)

Member of the Board of
Directors (Outside)(17/17)

Member of the Board of
Directors (Outside)(17/17)(Candidate forMember of the Board
Member of the Board ofof Directors
Directors (Outside)(Outside))(Independent Officer)-4-

Attendanceof themeetings ofthe Board of
Directors

100%

100%

100%

100%
(12/12)(After taking
office onJune 23,
2023)

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1979
January 2004
April 2005
June 2006
June 2008
April 2012
April 2014
April 2016
April 2017
June 2017

April 2018
Masao Ono
(November 7, 1956)

June 2018

Male(Reappointment)
1

Term of office as a
Member of the Boardof Directors: 7 years
Attendance of themeetings of the Boardof Directors: (17/17)

January 2019

April 2019
June 2022
June 2023

Number of sharesof the Company
held

Joined the Company
General Manager, Operations Planning Dept., Automotive
Devices Business Div.
General Manager, Operations Planning Dept., Automotive
Components Operations
General Manager, Purchasing Dept.
General Manager, Purchasing Div.
Executive Officer, General Manager, Purchasing Div.
Managing Executive Officer, General Manager, Purchasing Div.
Senior Managing Executive Officer, in Charge of Purchasing, in
Charge of CSR, General Manager, Corporate Planning Div.
Senior Managing Executive Officer, in Charge of Purchasing, in
Charge of Audit, General Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, in Charge of Audit, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Purchasing, General Manager, Corporate
Planning Div.
Member of the Board of Directors, Executive Vice President
Executive Officer, in Charge of Special Purpose Vehicles Div.,
Domestic Affiliate Companies and Purchasing, General
Manager, Corporate Planning Div.
Member of the Board of Directors, Executive Vice President
8,860
Executive Officer, in Charge of Global Corporate Planning,(common stock)
Aircraft Components Div., Domestic Affiliate Companies andPurchasing, General Manager, Corporate Planning Div.
Representative Director, President Executive Officer
Representative Director, President Chief Executive Officer(CEO)
Representative Director, Chief Executive Officer (CEO) (current
position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has engaged in operations including sales, purchasing, CSR, corporate planningat the Group and has an extensive experience and achievements. He has promoted
the important tasks of the Company, including reinforcement of the business base byleading a company that operates globally as President Executive Officer since April
2019 and as President CEO since June 2022.
We consider that a strong leadership he has demonstrated based on his extensive
experience is indispensable in order to achieve further improvement of the corporate
value of the Group. In addition, we consider that he will be able to contribute toaddressing various issues in the industry and further developing the industry with his
knowledge to this point. Consequently, we reappoint him as a candidate for Memberof the Board of Directors.
[Significant concurrent positions]

None

-5-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1985
January 2010
April 2013

May 2014

July 2014
January 2016

January 2017
April 2017
April 2019
April 2020
Masahiro Kawase(December 3, 1962)

April 2021

Male
January 2022
(Reappointment)
2

April 2022
Term of office as a
Member of the Boardof Directors: 2 years
June 2022
Attendance of themeetings of the Boardof Directors: (17/17)
April 2023

June 2023

Number ofshares of theCompany held

Joined the Company
General Manager, Suspension Engineering Dept., Automotive
Components Operations
Deputy General Manager, Engineering Headquarters andGeneral Manager, Suspension Engineering Dept., Engineering
Headquarters, Automotive Components Operations
General Manager, Market & Product Planning Dept. and Deputy
General Manager, Engineering Headquarters, Automotive
Components Operations
General Manager, Market & Product Planning Dept.,
Automotive Components Operations
General Manager, Engineering Headquarters and General
Manager, Developmental Experiment Center, Automotive
Components Operations
Deputy General Manager, Gifu North Plant, Automotive
Components Operations
Executive Officer, General Manager, Steering Headquarters,
Automotive Components Operations
Managing Executive Officer, General Manager, Steering
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Suspension
Headquarters and General Manager, Steering Headquarters,
Automotive Components Operations
Managing Executive Officer, General Manager, Automotive
Components Operations and General Manager, Suspension
Headquarters, Automotive Components Operations
Managing Executive Officer, General Manager, Automotive
Components Operations
Senior Managing Executive Officer, in Charge of Automotive
2,425(common stock)
Components Operations, in Charge of Engineering, General
Manager, Automotive Components Operations and General
Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Automotive Components Operations, in
Charge of Engineering, General Manager, Automotive
Components Operations, General Manager, Engineering Div.
Member of the Board of Directors, Senior Managing Executive
Officer, in Charge of Automotive Components Operations,
General Manager, Automotive Components Operations andGeneral Manager, Suspension Headquarters
Representative Director, and President Chief Operating Officer(COO) (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
He has engaged in operations including engineering and market & product planningat the Group and possesses an extensive knowledge and experience with
manufacturing. He has engaged in optimizing engineering and production systems atdomestic and overseas facilities and promoted a range of reforms as General Manager
of Automotive Components Operations. Additionally, he has engaged in optimizing
research and development and production systems as General Manager ofEngineering Div.
Since June 2023, he has focused on addressing key management issues in the Group
as a whole as Representative Director and President COO. We consider that he isindispensable in order to further improve the corporate value of the Group.
Consequently, we reappoint him as a candidate for Member of the Board of Directors.
[Significant concurrent positions]
None

-6-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1984
April 2011
April 2012
July 2013
April 2016
April 2016
May 2017
June 2017
June 2018
June 2020
February 2021

3

Takashi Saito(July 23, 1959)

April 2022

Male

June 2022(Reappointment)

April 2023

Term of office as a June 2023
Member of the Boardof Directors: 1 year
April 2024
Attendance of themeetings of the Boardof Directors: (12/12)

Number ofshares of theCompany held

Joined Fuji Bank, Limited (now Mizuho Bank, Ltd.)
General Manager, International Fund Dept., Fuji Bank, Limited
Executive Officer, General Manager, International Fund Dept.,
Fuji Bank, Limited
Executive Officer, General Manager, Derivatives Sales Dept.,
Fuji Bank, Limited
Managing Executive Officer, Deputy Head of Global Markets
Company, Mizuho Financial Group, Inc.
Managing Executive Officer, Co-General Manager, Global
Markets Division, Mizuho Bank, Ltd.
Advisor, Mizuho Human Services K.K.
Representative Director and President, Mizuho Human Services
K.K.
Audit & Supervisory Board Member (Full Time) of theCompany
Managing Executive Officer, in Charge of Audit, in Charge of
President office
Managing Executive Officer, in Charge of European Operations,
President, KYB Europe GmbHManaging Executive Officer, in Charge of European Operations(Deputy), President, KYB Europe GmbHManaging Executive Officer, in Charge of European Operations,
General Manager, Finance & Accounting Div.
Senior Managing Executive Officer, in Charge of European
Operations, General Manager, Finance & Accounting Div.
1,600
Member of the Board of Directors, Senior Managing Executive (common stock)
Officer, Chief Financial Officer (CFO), in Charge of European
Operations, Global Corporate Finance, CSR, and Public
Relations/IR, General Manager, CSR & Safety Control Div.
Member of the Board of Directors, Senior Managing Executive
Officer, Chief Financial Officer (CFO), in Charge of Global
Corporate Finance, CSR, and Public Relations/IR, General
Manager, CSR & Safety Control Div. (current position)[Reasons for proposing him as a candidate for Member of the Board of Directors]
Based on the knowledge and experience acquired during his tenure at financial
institutions, he has considerable knowledge of finance and accounting. At the Group,
he possesses international experience as the head of the Company’s European baseand he has worked to improve the Group’s financial position as General Manager of
the Finance & Accounting Div.
Since June 2023, he has led a wide range of areas including global corporate finance,
European operations, CSR, and public relations/IR as Senior Managing Executive
Officer and CFO.
We consider that he is indispensable in order to further improve the corporate valueof the Group. Consequently, we reappoint him as a candidate for Member of the Boardof Directors[Significant concurrent positions]
None

-7-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1981
April 1987
April 1991
April 1994
January 2001
October 2005
March 2012
June 2016

Shuhei Shiozawa(September 19, 1955) June 2017
Male

4

Assistant, Faculty of Economics, Keio University
Associate Professor, Faculty of Economics, Keio University
Visiting researcher, Institut d’Etudes Politiques de Paris
Professor, Faculty of Economics, Keio University
Director for International Economic Affairs, Cabinet Office
Dean, Faculty of Economics, Keio University
Member of the Board of Directors (Outside), Kenedix, Inc.
Member of the Board of Directors (Outside) of the Company(current position)
Member of the Board of Directors (Outside) (Audit &Supervisory Committee member), Ahresty Corporation (current
position)
Professor Emeritus, Keio University (current position)
President, Tokyo International University
Senior Advisor and Professor, Faculty of Economics, Tokyo
International University (current position)

Number ofshares of theCompany held

April 2019
(Reappointment)
April 2019
(Candidate forApril 2022
Member of the Boardof Directors(Outside))[Reasons for proposing him as a candidate for Member of the Board of Directors
1,200(Candidate for(Outside) and overview of expected roles](common stock)
Independent Officer) Since assuming office as Member of the Board of Directors (Outside) of the Company
in 2016, he has properly performed supervisory function in regard to business
Term of office as a execution on various occasions including the Board of Directors’ meetings, such as
Member of the Board giving us useful opinions and recommendations on finance and CSR of the Company
of Directors (Outside): based on a wealth of knowledge and insight as a specialist in economics. We expect
8 years
him to continue giving us useful advice and guidance. Consequently, we reappoint
him as a candidate for Member of the Board of Directors (Outside). Although he has
Attendance of the not participated in corporate management other than as an outside director, we expect
meetings of the Board that he will duly perform his duties as a Member of the Board of Directors (Outside)of Directors: (17/17) for the above-mentioned reasons.
[Significant concurrent positions]
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
member), Ahresty Corporation
Professor Emeritus, Keio University
Senior Advisor and Professor, Faculty of Economics, Tokyo International University

-8-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
April 1983
April 2007
April 2010
June 2011
June 2015
June 2017

Masakazu Sakata(August 2, 1959)
April 2019
Male

5

Joined Fuji Xerox Co., Ltd. (now FUJIFILM Business
Innovation Corp.)
General Manager, Public Relations and Advertisement Dept.,
Fuji Xerox Co., Ltd.
Senior Vice President, Fuji Xerox Advanced Technology Co.,
Ltd. (now FUJIFILM Business Innovation Corp.)
Senior Vice President and Director, Fuji Xerox Advanced
Technology Co., Ltd.
Executive Vice President, Fuji Xerox Information Systems Co.,
Ltd. (now FUJIFILM Corporation)
President and Representative Director, Fuji Xerox Advanced
Technology Co., Ltd. (now FUJIFILM Business InnovationCorp.)
Senior Adviser, Fuji Xerox Co., Ltd. (now FUJIFILM Business
Innovation Corp.)
Member of the Board of Directors (Outside) of the Company(current position)
Audit & Supervisory Board Member (Outside), ULS Group,
Inc.
Member of the Board of Directors (Outside), PLANET, INC.
Member of the Board of Directors (Outside) (Audit &Supervisory Committee Member), ULS Group, Inc. (current
position)
Representative Director and President, President and Chief
Executive Officer, PLANET, INC. (current position)

Number ofshares of theCompany held

June 2020(Reappointment)
June 2020(Candidate forMember of the Board
October 2020of Directors
June 2021(Outside))
600(Candidate for(common stock)
Independent Officer)
October 2022
Term of office as a
Member of the Boardof Directors (Outside): [Reasons for proposing him as a candidate for Member of the Board of Directors(Outside) and overview of expected roles]
4 years
Since assuming office as Member of the Board of Directors (Outside) in 2020, he has
Attendance of the properly performed supervisory function in regard to business execution in areas ofmeetings of the Board business renovation such as work style reforms that prioritize diversity in theof Directors: (17/17) Company, the promotion of IT efficiency, and productivity improvements in backoffice operations based on broad knowledge and experience cultivated at Fuji Xerox
Co., Ltd. We expect him to continue giving us useful advice and guidance.
Consequently, we reappoint him as a candidate for Member of the Board of Directors(Outside).
[Significant concurrent positions]
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
Member), ULS Group, Inc.
Representative Director and President, President and Chief Executive Officer,
PLANET, INC.

-9-

No.

Name
(Date of birth)

Career summary, positions, and responsibilities at the Company
October 1989
February 1991
November 1994
November 1996
January 2012
June 2016

June 2017
March 2019
Akemi Sunaga(August 14, 1961)
Female6

June 2020

June 2020(Reappointment)(Candidate forMember of the Board June 2021
of Directors
June 2022(Outside))(Candidate for
Independent Officer) March 2023

Number ofshares of theCompany held

Joined Auditing Department, Aoyama Audit Corporation (nowPricewaterhouseCoopers Japan LLC)
Joined Auditing Department, Chuo Audit Corporation
Established Sunaga CPA Firm; Representative (current position)
Established Marunouchi Business Consulting Ltd.;
Representative Director and President (current position)
Established Marunouchi Business Consulting Tax Co.;
Representative Partner (current position)
Audit & Supervisory Board Member (Outside),Matsumotokiyoshi Holdings Co., Ltd. (now MatsukiyoCocokara& Co.)
Established Marunouchi Audit Corporation; Senior Partner(current position)
Alternate Audit & Supervisory Board Member, Lion
Corporation
Member of the Board of Directors (Outside) (Audit &Supervisory Committee Member), USHIO INC. (current
position)
Member of the Board of Directors (Outside) (Audit andSupervisory Committee Member), YOMEISHU SEIZO CO.,LTD. (current position)
Audit & Supervisory Board Member (Outside), Prima Meat
Packers, Ltd. (current position)
Member of the Board of Directors (Outside) of the Company
200(current position)(commonstock)
Audit & Supervisory Board Member (Outside), Lion
Corporation (current position)

Term of office as a
Member of the Board [Reasons for proposing her as a candidate for Member of the Board of Directorsof Directors (Outside): (Outside) and overview of expected roles]
She possesses expert knowledge and a wealth of experience as a CPA and tax
2 years
accountant, and serves as an Audit & Supervisory Board Member (Outside) and
Attendance of the Member of the Board of Directors (Outside) (Audit & Supervisory Committee
meetings of the Board Member) at other companies. Based on such experience, she has appropriatelyof Directors: (17/17) performed her supervisory function at the Company as well. We expect her to continue
giving us useful advice and guidance. Consequently, we reappoint her as a candidate
for Member of the Board of Directors (Outside).
[Significant concurrent positions]Representative, Sunaga CPA Firm
Representative Director and President, Marunouchi Business Consulting Ltd.
Representative Partner, Marunouchi Business Consulting Tax Co.
Senior Partner, Marunouchi Audit Corporation
Member of the Board of Directors (Outside) (Audit & Supervisory Committee
Member), USHIO INC.
Member of the Board of Directors (Outside) (Audit and Supervisory Committee
Member), YOMEISHU SEIZO CO., LTD.
Audit & Supervisory Board Member (Outside), Prima Meat Packers, Ltd.
Audit & Supervisory Board Member (Outside), Lion Corporation- 10 -

No.

Name(Date of birth)
Chizuko Tsuruta(March 2, 1974)

7

Career summary, positions, and responsibilities at the Company

Number ofshares of theCompany held

April 2000
December 2007

Prosecutor, Tokyo District Public Prosecutors Office
Registered as an attorney (Daini Tokyo Bar Association)
Joined Blakemore & Mitsuki
April 2009
Joined Shiroyama Sogo Law OfficeFemaleApril 2012
Joined Tsuruta Rokurou Law Office (current position)(Reappointment)
June 2023
Member of the Board of Directors (Outside) of the Company(Candidate for(current position)
Member of the Board [Reasons for proposing her as a candidate for Member of the Board of Directorsof Directors(Outside) and overview of expected roles](Outside))
She has properly performed supervisory function regarding enhancement of internal
0(Candidate forcontrol and compliance at the Company as she possesses professional knowledge and (common stock)
Independent Officer) experience as an attorney. We expect her to continue giving us useful advice andguidance. Consequently, we reappoint her as a candidate for Member of the Board ofTerm of office as a Directors (Outside). Although she has not participated in corporate management, we
Member of the Board expect that she will duly perform her duties as a Member of the Board of Directorsof Directors (Outside): (Outside) for the above-mentioned reasons.
1 year[Significant concurrent position]
Attendance of the Attorney, Tsuruta Rokurou Law Officemeetings of the Boardof Directors: (12/12)(Note 1) No conflict of interests exists between any of the above candidates and the Company.
(Note 2) The Company has designated Mr. Shuhei Shiozawa, Mr. Masakazu Sakata, Ms. Akemi Sunaga, and Ms. Chizuko Tsuruta,
candidates, as independent officers under the rules of the Tokyo Stock Exchange and filed the designations with theTokyo Stock Exchange. If the reappointment of Mr. Shuhei Shiozawa, Mr. Masakazu Sakata, Ms. Akemi Sunaga, and
Ms. Chizuko Tsuruta is approved, the Company will continue to designate them as independent officers.
(Note 3) Liability limitation agreement with Members of the Board of Directors (Outside):
Mr. Shuhei Shiozawa, Mr. Masakazu Sakata, Ms. Akemi Sunaga, and Ms. Chizuko Tsuruta, candidates, have eachentered into a liability limitation agreement with the Company. If the reappointment of Mr. Shuhei Shiozawa, Mr.
Masakazu Sakata, Ms. Akemi Sunaga, and Ms. Chizuko Tsuruta is approved, the Company will continue the said
agreement with each of them. The outline of the liability limitation agreement is as follows:
If Mr. Shuhei Shiozawa/Mr. Masakazu Sakata/Ms. Akemi Sunaga/Ms. Chizuko Tsuruta becomes liable to the Company
for failure to perform his/her duties as a Member of the Board of Directors (Outside) after the conclusion of the liability
limitation agreement, the maximum amount of his/her liability shall be twice the value of the annual property benefits
that he/she has received or should receive from the Company as consideration for the execution of his/her duties duringhis/her term of office as calculated by the method provided in Article 113 of the Ordinance for Enforcement of theCompanies Act, and any amount in excess of the maximum amount shall be exempted from the liability, provided thathe/she has conducted his/her duties in good faith and without gross negligence.
(Note 4) The Company has entered into a directors and officers liability insurance contract to insure its Members of the Board of
Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance contract covers liability of
insured persons arising in the performance of their duties and damage claims received pertaining to the pursuit of said
liability. However, there are certain exclusions, such as no coverage for liability arising from actions taken with theknowledge that they were in violation of laws and regulations. The Company bears the entire premium for all the insured
persons. If the candidates assume office, they will become insured persons under said insurance contract. The Company
renews said insurance contract in May every year.

- 11 -

<Reference>Specialty and Experience of Directors (Skill Matrix)
The Company has sorted out specialty and experience necessary to achieve the corporate spirit and mediumterm management plan of the Group as well as for the Board of Directors to fully exercise its function. The
Company will consider revising such skills as necessary going forward. The following skill matrix indicatesskills that are particularly expected of each Director candidate and does not represent all of the knowledge
possessed by each Director candidate.

Name

Current positions in
the Company

Corporate
management

GlobalFinance/
Accounting

Masao Ono
(Reappointment)

Representative
Director, CEO●●

Masahiro Kawase(Reappointment)

Representative
Director, COO

●

●

●

●

●

●

●

Takashi Saito(Reappointment)

Shuhei Shiozawa(Reappointment)(Candidate for Memberof the Board of
Directors (Outside))(Candidate for
Independent Officer)
Masakazu Sakata(Reappointment)(Candidate for Memberof the Board of
Directors (Outside))(Candidate for
Independent Officer)
Akemi Sunaga(Reappointment)(Candidate for Memberof the Board of
Directors (Outside))(Candidate for
Independent Officer)
Chizuko Tsuruta(Reappointment)(Candidate for Memberof the Board of
Directors (Outside))(Candidate for
Independent Officer)

Member of theBoard ofDirectors,
Senior Managing
Executive
Officer, CFO
Member of theBoard ofDirectors(Outside)

Member of theBoard ofDirectors(Outside)●

Member of theBoard ofDirectors(Outside)

●

●

●

●

●

●

●

●

●

●

●

- 12 -

IT/DX

Legal/
Compliance●

Member of theBoard ofDirectors(Outside)

Manufacturing(production/engineering/product
development)

Sales/Purchasing/MarketingProposal 3: Election of Four (4) Audit & Supervisory Board Members
The terms of office of four (4) Audit & Supervisory Board Members will expire at the conclusion of this
General Meeting of Shareholders. Therefore, we propose the election of four (4) Audit & Supervisory Board
Members.
The Audit & Supervisory Board has given its consent to this proposal in advance.
The candidates for Audit & Supervisory Board Members are as follows:
No.

Name
(Date of birth)

Career summary and positions at the Company
April 1983
May 2009
April 2012
April 2013
April 2014

Osamu Kunihara(November 1, 1958)
Male(Reappointment)

1

Term of office as an
Audit & Supervisory
Board Member:
2 years

June 2015

April 2017
April 2018
January 2019
February 2019

April 2022
Attendance of themeetings of the Audit
June 2022& Supervisory Board:(20/20)

Number ofshares of theCompany held

Joined the Company
General Manager, Accounting Dept., Finance & Accounting Div.
President, KYB (Thailand) Co., Ltd.
General Manager, Finance Dept., Finance & Accounting Div.
Executive Officer, General Manager, Finance Dept., Finance &Accounting Div.
Executive Officer, Deputy General Manager, Finance &Accounting Div. and General Manager, Finance Dept., Finance& Accounting Div.
Managing Executive Officer, General Manager, Human
Resources Div.
Managing Executive Officer, in Charge of Audit, General
Manager, Human Resources Div.
Managing Executive Officer, Deputy General Manager, Finance& Accounting Div.
4,600
Managing Executive Officer, General Manager, Finance &(common stock)
Accounting Div.
Managing Executive Officer, General Manager, Finance &Accounting Div.
Audit & Supervisory Board Member (Full Time) (current
position)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member]
Attendance of the
He has considerable knowledge of auditing based on his experience in finance andmeetings of the Board
accounting. We expect that he will give us useful opinions and recommendations.
of Directors: (17/17)
Consequently, we reappoint him as a candidate for Audit & Supervisory Board
Member.
[Significant concurrent positions]None- 13 -

No.

Name(Date of birth)

Career summary and positions at the Company
April 1984
September 2014

Junichi Tanaka(May 9, 1961)

April 2016

Male
(Reappointment)(Candidate for Audit& Supervisory Board
October 2016
Member (Outside))(Candidate forJuly 2017
Independent Officer)
2

Term of office as an
Audit & Supervisory
Board Member:
5 years

April 2018
June 2018

Number ofshares of theCompany held

Joined The Yasuda Fire and Marine Insurance Co., Ltd. (nowSompo Japan Insurance Inc.)
Senior Vice President, General Manager, Global Business
Planning Dept., Sompo Japan Nipponkoa Insurance Inc. (nowSompo Japan Insurance Inc.)
Senior Vice President, General Manager, Global Business
Planning Dept., Sompo Japan Nipponkoa Holdings, Inc. (nowSompo Holdings, Inc.)
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Japan Nipponkoa
Insurance Inc.
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Japan Nipponkoa
Holdings, Inc.
Executive Vice President, General Manager, Europe & SouthAmerica, Regional Headquarters, Sompo Holdings, Inc.
Executive Vice President, Sompo Japan Nipponkoa Insurance
Inc.
Executive Vice President, Sompo Holdings, Inc.
1,200
CEO of Overseas Insurance Business, Executive Vice President, (common stock)
Sompo Holdings, Inc.
CEO of Overseas Insurance Business, Director, Executive Vice
President, Sompo Holdings, Inc.
Audit & Supervisory Board Member (Full Time) of theCompany (current position)

June 2019
Attendance of themeetings of the Audit& Supervisory Board:[Reasons for proposing him as a candidate for Audit & Supervisory Board Member(20/20)(Outside)]
We expect that he will continue giving us useful opinions and recommendations
Attendance of themainly from the viewpoint of business operations audit based on the expertise andmeetings of the Board
experience he has acquired while working in a non-life insurance company.
of Directors: (17/17)
Consequently, we reappoint him as a candidate for Audit & Supervisory Board
Member (Outside). He retired from his position as CEO of Overseas Insurance
Business, Director, Executive Vice President, Sompo Holdings, Inc. in March 2019.
[Significant concurrent positions]None- 14 -

No.

Name(Date of birth)

Career summary and positions at the Company
April 1981
January 2004

Masahiko Sagara(September 21, 1958)
Male

September 2004
April 2008
April 2011

(Reappointment)
July 2012(Candidate for Audit& Supervisory Board
April 2014
Member (Outside))(Candidate forApril 2017
Independent Officer)
3

Term of office as an
Audit & Supervisory
Board Member:
4 years

April 2019
June 2020

Number ofshares of theCompany held

Joined The Yasuda Mutual Life Insurance Company (now Meiji
Yasuda Life Insurance Company)
General Manager, Non-life Insurance Administration Office,
Coordination Dept., Meiji Yasuda Life Insurance Company
General Manager, Osaka-kita Branch, Meiji Yasuda Life
Insurance Company
General Manager, Gunma Branch, Meiji Yasuda Life Insurance
Company
General Manager, Corporate Business Planning Dept., Meiji
Yasuda Life Insurance Company
Executive Officer, General Manager, Corporate Business
Planning Dept., Meiji Yasuda Life Insurance Company
Managing Executive Officer, Meiji Yasuda Life Insurance
Company
Managing Executive Officer, General Manager, Agency BusinessDiv., Meiji Yasuda Life Insurance Company
Representative Director and Chairman, Meiji Yasuda General
1,300(common stock)Insurance Co., Ltd.
Audit & Supervisory Board Member (Full Time) of theCompany (current position)[Reasons for proposing him as a candidate for Audit & Supervisory Board Member
Attendance of the(Outside)]
meetings of the Audit
He has acquired a practical viewpoint through his sales experience and a multifaceted& Supervisory Board:
perspective through his management experience. We expect that he will give us useful(20/20)
opinions in the audit to support the auditing to establish a high-quality corporate
governance system to meet the social trust. Consequently, we reappoint him as a
Attendance of thecandidate for Audit & Supervisory Board Member (Outside). He retired from themeetings of the Board
position of Representative Director and Chairman of Meiji Yasuda General Insuranceof Directors: (17/17)
Co., Ltd. in June 2020.
[Significant concurrent positions]None- 15 -

Name(Date of birth)

No.

Career summary and positions at the Company
April 1984
June 2006
April 2014
April 2017
April 2019

April 2020

April 2021
September 2021

October 2021
Ichio Nemoto(December 26, 1960)
Male

4

April 2022

(New appointment)
June 2022

April 2023
June 2023

April 2024

Number ofshares of theCompany held

Joined the Company
General Manager, Purchasing Dept., Gifu North Plant,
Automotive Components Operations
General Manager, Administration Dept., Gifu South Plant,
Hydraulic Components Operations
General Manager, Operations Planning Dept., HydraulicComponents Operations
Executive Officer, in Charge of Domestic Affiliate Companies,
General Manager, Corporate Planning Div., General Manager,
Corporate Planning Dept. and General Manager, IT Planning
Dept.
Managing Executive Officer, in Charge of Domestic Affiliate
Companies, in Charge of Aircraft Components Div., General
Manager, Corporate Planning Div. and General Manager,
Corporate Planning Dept.
Managing Executive Officer, in Charge of Domestic Affiliate
Companies, General Manager, Corporate Planning Div.
Managing Executive Officer, in Charge of Domestic Affiliate
Companies, in Charge of Cybersecurity Measures, General
Manager, Corporate Planning Div.
Managing Executive Officer, in Charge of Domestic Affiliate
Companies, in Charge of Cybersecurity Measures, General
Manager, Corporate Planning Div., and General Manager,
Motor Sports Dept.
Managing Executive Officer, General Manager, Hydraulic
3,300
Components Operations, General Manager, Gifu South Plant(common stock)and Deputy General Manager, Seismic Isolation / Mitigation
Correspondence Operations
Managing Executive Officer, General Manager, HydraulicComponents Operations and General Manager, Gifu South
Plant
Senior Managing Executive Officer, General Manager,
Hydraulic Components Operations
Senior Managing Executive Officer, in Charge of Special
Purpose Vehicles Div., General Manager, HydraulicComponents Operations and General Manager, Special
Purpose Vehicles Div.
Senior Managing Executive Officer (current position)[Reasons for proposing him as a candidate for Audit & Supervisory Board
Member]He is widely well informed on the Company’s business including hydrauliccomponents, special purpose vehicles, and aircraft components businesses. In
addition, he has considerable knowledge based on his experience in corporate
planning. We expect that he will apply such knowledge for the auditing of theCompany. Consequently, we appoint him as a candidate for Audit & Supervisory
Board Member.
[Significant concurrent positions]
None(Note 1)
(Note 2)

(Note 3)

No conflict of interests exists between any of the above candidates and the Company.
The Company has designated Mr. Junichi Tanaka and Mr. Masahiko Sagara, candidates, as independent officers under
the rules of the Tokyo Stock Exchange and filed the designations with the Tokyo Stock Exchange. If the reappointmentof Mr. Junichi Tanaka and Mr. Masahiko Sagara is approved, the Company will continue to designate them as
independent officers.
Liability limitation agreement with Audit & Supervisory Board Members:
Mr. Osamu Kunihara, Mr. Junichi Tanaka, and Mr. Masahiko Sagara, candidates, have each entered into a liability
limitation agreement with the Company. If the reappointment of Mr. Osamu Kunihara, Mr. Junichi Tanaka, and Mr.
Masahiko Sagara is approved, the Company will continue the said agreement with each of them. If the appointment of
Mr. Ichio Nemoto, candidate, is approved, the Company shall enter into a liability limitation agreement with him. The- 16 -

(Note 4)

outline of the liability limitation agreement is as follows:
If Mr. Osamu Kunihara/Mr. Junichi Tanaka/Mr. Masahiko Sagara/Mr. Ichio Nemoto becomes liable to the Company
for failure to perform his duties as an Audit & Supervisory Board Member after the conclusion of this agreement, themaximum amount of his liability shall be twice the value of the annual property benefits that he has received or should
receive from the Company as consideration for the execution of his duties during his term of office as calculated by themethod provided in Article 113 of the Ordinance for Enforcement of the Companies Act, and any amount in excess ofthe maximum amount shall be exempted from the liability, provided that he has conducted his duties in good faith andwithout gross negligence.
The Company has entered into a directors and officers liability insurance contract to insure its Members of the Boardof Directors, Audit & Supervisory Board Members, and Executive Officers. The insurance contract covers liability of
insured persons arising in the performance of their duties and damage claims received pertaining to the pursuit of said
liability. However, there are certain exclusions, such as no coverage for liability arising from actions taken with theknowledge that they were in violation of laws and regulations. The Company bears the entire premium for all the
insured persons. If the candidates assume office, they will become insured persons under said insurance contract. The
Company renews said insurance contract in May every year.

- 17 -