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 shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
Securities Code 9066June 7, 2023
(Electronic Provision Measures Commencement Date: June 1, 2023)
To Shareholders with Voting Rights:
Masahiro Tsutsui
President and Representative Director
NISSIN CORPORATION
6-81 Onoe-cho, Naka-ku, Yokohama-shi, Kanagawa, JapanNOTICE OF
THE 114TH ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We hereby notify you that the 114th Annual General Meeting of Shareholders of Nissin Corporation (the“Company”) will be held as described below.
In convening this General Meeting of Shareholders, the Company has taken measures for electronic
provision, and matters to be provided electronically (Electronic Provision Measures Matters) are posted on thefollowing Company’s website.
The Company’s website: https://www.nissin-tw.com/ir/stock/meeting.html
Electronic Provision Measures Matters are posted on the website of Tokyo Stock Exchange, Inc. (TSE), in
addition to the above website. Please access the following TSE website (TSE Listed Company Search), andenter the issue name (NISSIN) or the securities code (9066) to search, and select “Basic information” and“Documents for public inspection/PR information” in this order to confirm the information.
Website of Tokyo Stock Exchange (TSE Listed Company Search):https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show
We decided to hold this Meeting upon taking measures to prevent the spread of COVID-19 infections,however, shareholders are kindly requested to make a careful decision as to whether attend the Meetingin person upon considering the situation surrounding the COVID-19 and your own physical condition
as of the date of the Meeting.
If you are not attending the Meeting in person, you can exercise your voting rights via electromagnetic
methods (the Internet, etc.) or in writing. In that case, please review the Reference Documents for the
General Meeting of Shareholders described in the Electronic Provision Measures Matters and exercise yourvoting rights via the website (https://evote.tr.mufg.jp/) by 5:45 p.m. on Thursday, June 22, 2023, Japan time orconvey your vote for or against the proposals by mailing the enclosed Voting Rights Exercise Form so that it isreceived by 5:45 p.m. on Thursday, June 22, 2023, Japan time.
The Annual General Meeting of Shareholders will be streamed live. For details on how to watch the live
streaming, please refer to page 4 of the convocation notice. Please be advised that shareholders may not
exercise voting rights, express opinions, ask questions, etc. via live streaming.
Considering the COVID-19 pandemic, all attendees are kindly requested to take every possible step toprevent the infection such as wearing a face mask while fully checking their physical condition and thesituation surrounding the COVID-19 on the date of the Meeting.
We will reduce seating capacity in an effort to create more distance between attendees. Therefore,
admission may be restricted due to the limited number of seats available.
We will not hand out gifts to attendees. We appreciate your understanding.

-1-1. Date and Time:

10:00 a.m. on Friday, June 23, 2023, Japan time

2. Place:

Yokohama Symposia, 9F Industry & Trade Center Building,
2 Yamashita-cho, Naka-ku, Yokohama-shi, Kanagawa, Japan

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
114th Fiscal Year (April 1, 2022 - March 31, 2023) and results of audits of
the Consolidated Financial Statements by the Accounting Auditor and the
Audit & Supervisory Committee
2. Non-consolidated Financial Statements for the Company’s 114th Fiscal Year
(April 1, 2022 - March 31, 2023)
Proposals to be resolved:
Election of Seven (7) Directors (Excluding Directors Who Are Audit &Proposal 1:
Supervisory Committee Members)
Election of Three (3) Directors Who Are Audit & Supervisory Committee
Proposal 2:
Members
4. Information on Exercise of Voting Rights:
In the event that your voting rights are exercised both via the Internet, etc. andby mailing of the Voting Rights Exercise Form, the vote exercised via theInternet, etc. will be regarded as valid.
Furthermore, in the event that your voting rights are exercised multiple times via
the Internet, etc., the last vote made will be regarded as valid.
If there is no indication of a vote for or against a specific proposal on the Voting
Rights Exercise Form mailed to the Company, it shall be deemed as anindication of approval to that proposal.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
◎ For this Annual General Meeting of Shareholders, the Company has sent uniformly to all shareholders this Notice which
serves as a document stating Electronic Provision Measures Matters, irrespective of whether there was a request for deliveryof the physical document. However, among the Electronic Provision Measures Matters, the following items are not provided
in this Notice in accordance with provisions of laws and regulations as well as Article 16 of the Company’s Articles ofIncorporation.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Accordingly, this physical document forms part of the documents audited by the Audit & Supervisory Committee and the
Accounting Auditor when preparing their respective audit reports.
◎ Should revisions arise to the Electronic Provision Measures Matters, they will be posted on each website where such matters
are posted.
◎ Depending on the state of the COVID-19 infection on the date of the Meeting, the Company will take necessary preventive
measures. Should significant changes arise to the operation of the 114th Annual General Meeting of Shareholders, they will
be posted on the Company’s website.

-2-

Exercising Voting Rights via the Internet
To exercise voting rights via the Internet, please access the Voting Rights Exercise Website(https://evote.tr.mufg.jp/) designated by the Company from a PC or smartphone, and exercise your voting
rights by following the instructions on the screen.
Method of login by the QR code
With a smartphone, you can log in to the website without entering your login ID and temporary password
to exercise voting rights.
Log in to the website by scanning the QR Code for Login on the right side of the enclosed Voting Rights
Exercise Form, and follow the instructions on the screen to enter your vote for or against each proposal.
* QR Code is a registered trademark of DENSO WAVE INCORPORATED.

Method of login by login ID and temporary password
1. Access the Voting Rights Exercise Website
https://evote.tr.mufg.jp/
2. Log in to the website
Enter the login ID and temporary password described on the right side of the enclosed Voting Rights
Exercise Form.
Enter the ID and password and click “ログイン (Login).”
3. Change the password
Enter the current password, a new password, and confirm the new password.
Make sure not to forget the new password.
Click “送信 (Submit).”
Follow the instructions on the screen to enter your vote for or against each proposal.

[Notes]
The costs incurred when accessing the Voting Rights Exercise Website (such as Internet access fees) willbe the responsibility of the shareholders.
It may not be possible to exercise the voting rights from a PC or smartphone depending on the Internet
environment of the shareholders.
Votes via the Internet will be accepted until 5:45 p.m. on Thursday, June 22, 2023, Japan time. However, you
are cordially requested to exercise your voting rights earlier. If you have any questions, contact the Help Desk
below.
For inquiries about the system or other matters, contact:
Securities Agency Division (Help Desk), Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-173-027 (Toll Free within Japan) (available from 9 a.m. to 9 p.m.)

To institutional shareholders,Institutional shareholders may use the Electronic Voting System Platform operated by ICJ, Inc.

-3-

Live streaming of the General Meeting of Shareholders
Instead of attending the General Meeting of Shareholders in person, you will be able to watch the meeting on
the date via live streaming on the Internet as described below.
1. Date of live streaming
Friday, June 23, 2023
From 10 a.m. to the end of the General Meeting of Shareholders*The live streaming website will be accessible from around 9:30 a.m.
2. Access the dedicated website for shareholders(1) Please access the Engagement Portal (hereinafter the “Site”), an online website for the General
Meeting of Shareholders indicated on the reverse side of your Voting Rights Exercise Form.
(2) Scanning the QR Code via smartphone, etc. will allow you to log in to the Site without entering yourlogin ID and password.
(3) If you don’t use a smartphone, etc., you may also log in by accessing
https://engagement-portal.tr.mufg.jp/ and then enter your login ID and password as indicated on thereverse side of the Voting Rights Exercise Form.
*Please note that the above procedure is not available with the Internet Explorer browser.
3. How to watch the live streaming
After logging in to the Site on the date of the Meeting, click the “当日ライブ視聴 (Live Stream on theDay)” button. Then, read the Terms of Service, check “利用規約に同意する (I Agree to the Terms ofService)” and click the “視聴する(View)” button to watch the live streaming.

4. Notes
1) Watching the live stream via the Internet is not recognized as attendance at a general meeting ofshareholders under the Companies Act. Accordingly, shareholders viewing the live stream are notallowed to ask questions, exercise voting rights, or move a motion, all of which shareholders who arephysically present are authorized to do at a general meeting of shareholders.
2) Shareholders are requested to adhere to the deadline for exercise of voting rights, exercise theirvoting rights via the Internet or by posting the Voting Rights Exercise Form, or ensuring theirattendance on the day of the Meeting by proxy (limited to any of the Company’s shareholders who
have voting rights thereof) on whom the power of representation is conferred through a letter ofproxy, etc.
3) Participation in the Meeting via the Internet shall be limited to shareholders of the Company, andthey are cordially requested not to participate in the Meeting by proxy, etc.
4) Photographing, video recording, sound recording, and storing the live streaming are strictly
prohibited.
5) In consideration of the privacy of attending shareholders, the live streaming will show only theseating area for the chairperson and officers. However, please be advised, in advance, that there
might be cases where some attending shareholders could be photographed, out of necessity.
6) The live streaming might not be available due to unavoidable circumstances. Should any suchproblem occur, notice of such will be announced on the Site.
7) You may not able to watch the live streaming images or hear the sounds appropriately due to atechnical malfunction or other issues depending on the terminal used (e.g., model, performance)
and/or the Internet connection environment (e.g., line status, connection speed).
8) The costs incurred when watching the live stream including communication charges will be theresponsibility of the shareholders.
For inquiries about the Site, contact:
Securities Agency Division, Mitsubishi UFJ Trust and Banking Corporation
Phone: 0120-676-808 (Toll Free within Japan) (available from 9 a.m. to 5 p.m., excluding
Saturdays, Sundays and national holidays; however, from 9 a.m. to the end of the General
Meeting of Shareholders on the day of the Meeting)-4-Reference Documents for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Election of Seven (7) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)

The terms of office of all Directors (7 persons) (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter, the same applies in this proposal) will expire at the closing of this
General Meeting of Shareholders.
Accordingly, the election of seven (7) Directors is proposed.
Furthermore, the Audit & Supervisory Committee has expressed its view that the candidates for Director
presented in this proposal are suitable, as a result of discussions from perspectives such as the qualificationsof each candidate and the composition of the Board of Directors, based on discussions at the Nominating
and Compensation Committee.
The candidates for Director are as follows:
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

57,5631

2Masahiro Tsutsui(Feb. 25, 1953)[Reappointment]

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1975
Jul. 1986
Jun. 1993
Apr. 2001
Jun. 2005
Jun. 2007
Jun. 2008
Jun. 2019

Joined Mitsui O.S.K. Lines, Ltd.
Joined the Company
Director
Managing Director
Senior Managing Director
Representative Director and Vice President
President, Chief Operating Officer and Representative Director
President and Representative Director, Yokohama Air Cargo
Terminal Co., Ltd.

Jun. 2020

President and Representative Director, President and Executive
Officer (to present)[Reason for nomination as candidate for Director]
Mr. Masahiro Tsutsui promotes the globalization of the Group as Representative Director, President. He is
nominated as a candidate for Director to draw on his experience and achievements as Chief Operating Officer gained
through his career for the sustainable improvement of the Group’s corporate value.
Apr. 1981
Joined The Sanwa Bank, Ltd.
Nov. 2009
Joined the Company
Jun. 2010
Executive Officer
Jun. 2012
Director and Executive Officer
Oct. 2012
Director and Managing Executive Officer
12,634
Apr. 2016
Director and Senior Managing Executive Officer
Apr. 2020
Assistant to the President, General Manager, Sales Division and
Junichiro
Head of Operational Headquarters (to present)
WatanabeJun. 2020
Representative Director and Senior Managing Executive Officer(May 30, 1956)(to present)[Reappointment][Reason for nomination as candidate for Director]
Mr. Junichiro Watanabe has been engaged in management as a manager of sales, planning, and administrative
divisions, and is striving to enhance the Group’s profitability as Assistant to the President and General Manager of theSales Division. He is nominated as a candidate for Director to maximize the effect of his expertise in the financial
industry and his achievements as General Manager of the Sales Division gained through his career.

-5-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

45,718
3

4

5

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1990
Apr. 2011
Apr. 2013
Jun. 2014
Apr. 2016
Apr. 2020
Apr. 2020

Joined the Company
General Manager, Personnel Department
Executive Officer
Director and Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer (to present)
General Manager, Operational Headquarters (to present)

Masataka Tsutsui(Oct. 10, 1967)[Reappointment][Reason for nomination as candidate for Director]
Mr. Masataka Tsutsui is striving to respond to globalization in customs operations and ensure personnel development,with abundant experience and knowledge centered on the customs and personnel divisions. He is nominated as a
candidate for Director to draw on his experience in the administration and sales divisions gained through his careerand his insight into customs operations for profit expansion in the international shipping division.
Apr. 1986
Joined the Company
Apr. 2013
General Manager, Corporate Planning Department
Apr. 2015
General Manager, Human Resources Department
Apr. 2016
Executive Officer
Apr. 2020
Managing Executive Officer
9,781
Apr. 2022
General Manager, Administration Headquarters (to present)
Jun. 2022
Director and Managing Executive Officer (to present)
Satoshi Kuwahara(Jun. 10, 1961)[Reappointment][Reason for nomination as candidate for Director]
Mr. Satoshi Kuwahara is striving to respond to strengthening management foundations as General Manager of
Administration Headquarters, with abundant experience and knowledge centered on the corporate planning andadministration divisions. He is nominated as a candidate for Director to draw on his previous experience and insightfor the further strengthening of management foundations.
Apr. 1985
Joined the Company
Apr. 2014
General Manager, General Sales Department No. 1
Apr. 2017
Operating Officer
Apr. 2020
Managing Executive Officer
Jun. 2022
Director and Managing Executive Officer (to present)
4,621
Apr. 2023
Head of Air Freight Business Division and in charge of Mobility
Logistics Sales Department No.1, Mobility Logistics Sales
Tetsuo Sakurai
Department No.2 (to present)(Nov. 8, 1961)[Reappointment][Reason for nomination as candidate for Director]
Mr. Tetsuo Sakurai has been engaged in expanding automobile-related logistics, with abundant achievements gained
through his working abroad as well as broad experience and knowledge in international logistics operations of theCompany centered on the air freight and marine operation divisions. He is nominated as a candidate for Director to
draw on his previous experience in international logistics operations for further business expansion.

-6-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

3,121
6

7

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1985
Apr. 2012
Apr. 2014
Apr. 2015
Apr. 2021
Apr. 2023

Joined the Company
General Manager, Kobe Branch
General Manager, Osaka Branch
Operating Officer
Managing Executive Officer (to present)
Head of Kanto Warehouse Division, Customs Brokerage
Department and General Manager, Container And Land
Transportation Division and General Manager, Marine And Port
Operation Division (to present)

Shigeki Mine
(May 4, 1961)[New
appointment][Reason for nomination as candidate for Director]
Mr. Shigeki Mine is striving to enhance profitability and operational efficiency, with abundant experience andknowledge in frontline operation divisions centered on marine and port operation and warehousing. He is nominated asa candidate for Director to draw on his previous experience and insight for the strengthening of business foundations.
Apr. 1972
Joined Ministry of FinanceJun. 1992
Director, Asian Development Bank
Jun. 1998
Director-General, Yokohama Customs
Jun. 2007
Director, MS&AD Insurance Group Holdings
Apr. 2008
Director, Managing Executive Officer, Mitsui Sumitomo
Insurance Company, Limited
Apr. 2014
Director, Executive Vice President, MS&AD Insurance Group
Holdings
5,400
Apr. 2014
Vice President, Executive Officer, Mitsui Sumitomo Insurance
Company Limited
Susumu Fujimoto
Apr. 2016
Director, Chairman, InterRisk Research Institute & Consulting,(Dec. 5, 1948)
Inc.
[Reappointment]
Oct.
2018
Advisor, the Company[Outside]Apr.
2019
Director and Chairman, Tokai Tokyo Research Institute Co., Ltd.
[Independent](to present)
Jun. 2019

Outside Director, the Company (to present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Susumu Fujimoto possesses abundant experience and knowledge gained through his long career as a government
official and as a corporate manager. Therefore, the Company has nominated him as a candidate for Outside Director.
We expect him to provide opinions and advice from an independent standpoint by sharing his experience and insight.
Notes:
1.
2.

3.

4.
5.

6.

7.

8.

There are no special interests between each candidate for Director and the Company.
Mr. Masahiro Tsutsui served as Representative Director of Yokohama Air Cargo Terminal Co., Ltd. until June 2022.
Although the Company has transactions concerning air cargo warehouse operations, etc. with Yokohama Air Cargo
Terminal Co., Ltd., the payment amount accounts for less than 0.1% of the Company’s annual consolidated net sales.
Mr. Susumu Fujimoto is a candidate for Outside Director. The Company has registered Mr. Susumu Fujimoto as
independent director to the Tokyo Stock Exchange, Inc. (TSE), and if his reappointment is approved, he will continue
to serve as independent director.
Mr. Susumu Fujimoto, currently an Outside Director of the Company, will have served for 4 years at the conclusionof this General Meeting of Shareholders.
Mr. Susumu Fujimoto served as a Director of MS&AD Insurance Group Holdings until June 2016. Although theCompany has transactions concerning marine insurance, etc. with MS&AD Insurance Group Holdings and its
subsidiaries, the transaction amount accounts for less than 0.2% of the Company’s annual consolidated net sales.
Mr. Susumu Fujimoto served as an Advisor to the Company until June 2019, but he has never been involved inbusiness execution of the Company and its subsidiaries, and the purpose is to receive advice in the management basedon his experience and insight.
Mr. Susumu Fujimoto and the Company, in accordance with the Articles of Incorporation of the Company, haveconcluded an agreement to limit his liability, and the maximum amount of liability set forth by the agreement is theamount stipulated by laws and regulations. The Company intends to continue the said agreement if his reappointment
is approved at this General Meeting of Shareholders.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. If the appointment of each candidate for Director isapproved, the candidate will be included as the insured of the insurance contract. The said insurance contract isplanned to be renewed in February 2024 with nearly identical content.

-7-

Proposal 2:

Election of Three (3) Directors Who Are Audit & Supervisory Committee Members

The terms of office of all Directors who are Audit & Supervisory Committee Members (3 persons) will
expire at the closing of this General Meeting of Shareholders. Accordingly, the election of three (3)Directors who are Audit & Supervisory Committee Members is proposed.
Furthermore, the Audit & Supervisory Committee’s consent has been obtained for this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows.
Candidate
No.

Name(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1982
Apr. 2007
Apr. 2008
Apr. 2009
Apr. 2014
Apr. 2015

1

2

Joined The Bank of Yokohama, Ltd.
General Manager, Direct Sales Department
General Manager, Individual Customers Department
Executive Officer
Managing Executive Officer
Supervisory Manager, Kanagawa Prefecture SME Business
Rehabilitation Support Co-operative
Full-time Audit & Supervisory Board Member, The Bank of
Yokohama, Ltd.

－
Shinya YamadaJun. 2019(Dec. 12, 1959)[New
appointment][Outside][Independent][Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Shinya Yamada possesses abundant experience and knowledge in finance, risk control and business management
which he gained mainly in the banking industry. Therefore, the Company has nominated him as a candidate for
Outside Director who is an Audit & Supervisory Committee Member. We expect him to provide opinions and advice
from an independent standpoint by sharing his experience and insight.
Apr. 1991
Joined Chuo Shinko Audit Corporation
Mar. 1994
Registered as certified public accountant
Sep. 2006
Joined PricewaterhouseCoopers Aarata (currently
PricewaterhouseCoopers Aarata LLC)
Aug. 2012
Group leader, Research and Consultation, Self-regulation,
Professional Standards and Practices, The Japanese Institute ofCertified Public Accountants
Oct. 2012
Professor, Accounting School, Graduate School of Economics
and Management, Tohoku University (to present)
Jan. 2020
Established Junko Kogayu Certified Public Accountant Office(to present)
Mar. 2020
Registered as tax accountant－
Apr. 2020
Joined Ayako Takeuchi Tax Accountant Office (to present)
Dec.
2020
Outside Director who is an Audit & Supervisory Committee
Junko Kogayu
Member, NIHON CHORIKI CO., LTD. (to present)(Oct. 10, 1967)
Jun.
2021
Outside Director who is an Audit & Supervisory Committee[Reappointment]
Member, the Company (to present)[Outside]
Nov.
2021
Supervisory Director, Daiwa House REIT Investment[Independent]
Corporation (to present)
Mar. 2022
Outside Director and Audit & Supervisory Committee Member,
CERES INC.
Jun. 2022
Outside Audit & Supervisory Board Member, Private FinanceInitiative Promotion Corporation of Japan (to present)
Jun. 2022
External Audit & Supervisory Board Member, The Shoko
Chukin Bank, Ltd. (to present)[Reason for nomination as candidate for Outside Director and a summary of expected roles]
Although Ms. Junko Kogayu has never been involved in corporate management other than as an outside director, she
has a thorough knowledge of corporate accounting and tax matters as a certified public accountant and a tax
accountant. In addition, she possesses abundant experience and knowledge in finance and accounting. Therefore, theCompany has nominated her as a candidate for Outside Director who is an Audit & Supervisory Committee Member.
We expect her to provide opinions and advice from an independent standpoint by sharing her experience and insight.

-8-

Candidate
No.

Name
(Date of birth)

Number ofshares of theCompany held

Past experience, positions, responsibilities,
and significant concurrent positions
Apr. 1980
Apr. 2008
Apr. 2010
May 2011
Apr. 2014
Jun. 2018

Joined Yokohama City Hall
General Manager, Financial department, Administrative
Management Coordination Bureau, Yokohama City
Deputy Director, General Affairs Bureau
Mayor, Hodogaya Ward
Director, Finance Bureau
President and Representative Director, Yokohama Bayside
Marina Co., Ltd.

－
Kazuhiro Suzuki(Aug. 15, 1957)[New
appointment][Outside][Independent][Reason for nomination as candidate for Outside Director and a summary of expected roles]
Mr. Kazuhiro Suzuki has engaged in services related to administrative finance over many years and possesses
abundant experience and knowledge in finance and management. Therefore, the Company has nominated him as a
candidate for Outside Director who is an Audit & Supervisory Committee Member. We expect him to provide
opinions and advice from an independent standpoint by sharing his experience and insight.

3

Notes:
1.
2.

3.
4.
5.
6.

7.

8.

There are no special interests between each candidate for Directors who are Audit and Supervisory Committee
Member and the Company.
Mr. Shinya Yamada, Ms. Junko Kogayu and Mr. Kazuhiro Suzuki are candidates for Outside Director. The Company
has registered Ms. Junko Kogayu as an independent director to the Tokyo Stock Exchange, and if her reappointment
is approved, she will continue to serve as an independent director.
Ms. Junko Kogayu, currently an Outside Director who is an Audit & Supervisory Committee Member of theCompany, will have served for 2 years at the conclusion of this General Meeting of Shareholders.
Mr. Shinya Yamada and Mr. Kazuhiro Suzuki are scheduled to be independent directors pursuant to the provisions of
the Tokyo Stock Exchange if their election in this proposal is approved.
Mr. Shinya Yamada served as an operator of The Bank of Yokohama, Ltd., a specified related service provider of theCompany, until March 2015.
Ms. Junko Kogayu and the Company, in accordance with the Articles of Incorporation of the Company, haveconcluded an agreement to limit her liability for damages to the amount stipulated by laws and regulations. The
Company intends to continue the said agreement if her reappointment is approved at this General Meeting of
Shareholders.
If the appointment of Mr. Shinya Yamada and Mr. Kazuhiro Suzuki is approved, in accordance with the Articles ofIncorporation of the Company, the Company plans to conclude agreements with them to limit their liability fordamages to the amount stipulated by laws and regulations.
The Company has entered into a directors and officers liability insurance contract stipulated in Article 430-3,
Paragraph 1 of the Companies Act with an insurance company. If the appointment of each candidate for Director who
is an Audit & Supervisory Committee Member is approved, the candidate will be included as the insured of theinsurance contract. The said insurance contract is planned to be renewed in February 2024 with nearly identicalcontent.

-9-

(Reference) Skill Matrix
If Proposals 1 and 2 are approved and pass as originally proposed, the expertise, knowledge and experience of the respective
Directors will be as described below.

Masataka
Tsutsui

Satoshi
Kuwahara
TetsuoSakurai
ShigekiMine
SusumuFujimoto

Director

●

●

●

●

―

―

●

―

●

[Outside][Independent]●[Outside][Independent]

●

●

●

●

―

●

Information
technology (IT)●

Legal affairs andcompliance―●

Personnel affairs,
labor and humanresource
development●

Administration
and research
institute●

Global operations―

Finance andaccounting

Attribute

Sales and sales
planning

Junichiro
WatanabePresident andRepresentative
Director
President andExecutive
Officer
Representative
Director andSeniorManaging
Executive
Officer
Director andSeniorManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer
Director andManaging
Executive
Officer

Corporate
management

Masahiro
Tsutsui

Position

Name

Expertise, knowledge and experience

●

●

●

●

●

●

●

●

●

Director
ShinyaYamada(Audit &Supervisory
Committee
Member)●Director
Junko
Kogayu(Audit &Supervisory
Committee
Member)●[Outside][Independent]

●

●

●

●

●

Director
Kazuhiro
Suzuki(Audit &Supervisory
Committee
Member)[Outside][Independent]●●*The above list does not necessarily reflect all the knowledge and experience of the respective Directors.

- 10 -

(Reference) Matters concerning Cross-Shareholdings
1．Policy for Cross-Shareholdings
The Company holds shares as cross-shareholdings after thorough consideration and from the perspective of
maintaining and strengthening relationships with business partners in the Group’s business, and expandingtransactions with them, among factors. It is our policy to withhold new acquisition of cross-shareholdings,
unless there is reasonable significance.
The Company periodically assesses whether or not to hold each individual cross-shareholdings, by examining
the holding purpose and benefits, and in light of capital efficiency, etc.
2．Status of Cross-Shareholdings
The 112th fiscal
year(Fiscal year ended
March 31, 2021)

The 113th fiscal
year(Fiscal year ended
March 31, 2022)

The 114th fiscal
year(Year under review)(Fiscal year ended
March 31, 2023)

Listed60

55

48

Unlisted

58

58

58

Total

118

113

106

11,591

12,336

11,986

813

913

913

12,404

13,24912,899The 112th fiscal
year(Fiscal year ended
March 31, 2021)

The 113th fiscal
year(Fiscal year ended
March 31, 2022)

The 114th fiscal
year(Year under review)(Fiscal year ended
March 31, 2023)

Number of stocks sold

8

6

7

Amount sold (million yen)

225

525

1,172

Category

Number of stocks held

ListedCarrying value on thebalance sheet (million Unlisted
yen)
Total
(Trends in the cross-shareholdings sold)Category

Notes:
1.
2.
3.

We define “investment shares held for purposes other than pure investment” in our annual
securities report as “cross-shareholdings,” and provide the holding status.
Deemed shareholdings are not included. (Reference: 4,894 million yen for the fiscal year underreview)
Increases in carrying value on the balance sheet are mainly due to the valuation based on fairvalue.

- 11 -