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 damages arising from the translation.

(Stock Exchange Code 7313)
June 4, 2021
To Shareholders with Voting Rights:
Masanari Yasuda
President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 75th ANNUAL GENERAL MEETING OF SHAREHOLDERS
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are hereby informed that the 75th Annual General Meeting of Shareholders of TS TECH
CO., LTD. (the “Company”) will be held as described below.
In view of the persistent threat of the spread of the novel coronavirus (COVID-19), we ask thatall shareholders refrain from coming to the event venue regardless of their health condition, andexercise voting rights in advance by mail or electromagnetic methods (via the Internet, etc.).
If you intend to exercise your voting rights by mail or electromagnetic methods (via the Internet,etc.), please review the Reference Documents for the General Meeting of Shareholders below andexercise your voting rights by mail or electromagnetic methods (via the Internet, etc.) no later than
17:30 on Thursday, June 24, 2021.
1.

Date and time Friday, June 25, 2021 at 10:00 a.m., Japan time
(Reception is scheduled to start from 9:00 a.m.)
2. Place
Ballroom Fuji on the 3rd floor of Hotel Metropolitan
1-6-1, Nishi-Ikebukuro, Toshima-ku, Tokyo, Japan
3. Agenda of the Meeting
Matters to be reported:
1. The Business Report, Consolidated Financial Statements for the Company’s 75th Fiscal
Year (April 1, 2020 - March 31, 2021) and results of audits by the Accounting Auditor andthe Board of Auditors of the Consolidated Financial Statements.
2. Non-Consolidated Financial Statements for the Company’s 75th Fiscal Year (April 1, 2020
- March 31, 2021)
Proposals to be resolved:
Proposal 1: Appropriation of Surplus
Proposal 2: Partial Revision of the Articles of Incorporation
Proposal 3: Election of Eleven (11) Directors (Excluding Directors Who Are
Audit & Supervisory Committee Members)
Proposal 4: Election of Four (4) Directors Who Are Audit & Supervisory
Committee Members
Proposal 5: Determination of the Amount of Compensation for Directors(Excluding Directors Who Are Audit & Supervisory Committee
Members)
Proposal 6: Determination of the Amount of Compensation for Directors Who
Are Audit & Supervisory Committee Members
Proposal 7: Determination of Compensation for the Delivery of Restricted Stockto Directors (Excluding Outside Directors and Directors Who Are
Audit & Supervisory Committee Members)
Proposal 8: Election of an Accounting Auditor〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
➢ There will be no souvenirs or refreshments at this meeting.
➢ The available number of seats will be far fewer than in previous years in order to allow for distance between chairs.

－ 1－

➢ We ask that all attendees wear face masks and use the alcohol disinfectant, etc. available at the venue.
➢ We will have a temperature check station near the hall entrance, and anyone with a fever or anyone believed to be unwell
may not be permitted to enter.
➢ Event staff will be wearing masks.
➢ We will post a notice on our website in the event that there is a major change to the operation of this meeting.

－ 2－

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal 1: Appropriation of Surplus
The Company regards distribution of profits to shareholders as one of its most importantmanagement priorities as it strives to improve its corporate value through business development fromlong-term and global perspectives.
With respect to the dividend, the basis is to take into consideration the trends in consolidated
financial results and the internal reserve to strengthen the consolidated business structure. The dividend
is proposed as follows.
Matters concerning the year-end dividend(1) Matters concerning allotment of dividends to shareholders and the total amount thereof
Dividend per share of the Company’s common stock: 47 yen (cash)
Total amount: 3,159,935,302 yen(2) Effective date of payment of dividend
June 28, 2021

Note: The Company implemented a two-for-one common stock split, effective April 1, 2021. The record date
for the year-end dividend shown above was March 31, 2021. Therefore, the dividend payment will bebased on the number of shares prior to the stock split (as of March 31, 2021).

－ 3－

Proposal 2: Partial Revision of the Articles of Incorporation
1. Reason for Revision(1) The Company proposes to transition from a company with a board of auditors to a company
with an audit & supervisory committee, in order to strengthen the supervisory function of theBoard of Directors by including Audit & Supervisory Committee Members, who areresponsible for auditing the execution of duties by Directors and other matters, among
members of the Board of Directors, and further enhance corporate governance through aneven stronger monitoring structure. To this end, the Company proposes to revise the Articles
of Incorporation as necessary to transition to a company with an audit & supervisorycommittee. This includes the establishment of provisions regarding Directors who are Audit& Supervisory Committee Members and the Audit & Supervisory Committee, theestablishment of provisions regarding the delegation to Directors of authority for decisions
on important matters of business execution, and the deletion of provisions regarding Auditors
and the Board of Auditors.
(2) It is further proposed to alter the contents of Article 28, Paragraph 2 of the current Articles
of Incorporation, to enable the Company to conclude liability limitation agreements with
Directors, apart from Executive Directors, etc. for the purpose of continually recruiting usefulpersonnel as Directors. The consent of each Auditor has been obtained to this amendment.
(3) It is further proposed, in order to facilitate flexible capital policy and dividend policy, toestablish Article 33 of the revised Articles of Incorporation, to enable dividends, etc. of
surplus to be paid by resolution of the Board of Directors, and to delete Articles 7 and 39 of
the current Articles of Incorporation, the content of which partially overlaps with that of
Article 33 of the revised Articles of Incorporation.
(4) In addition, it is proposed to amend the numbering and wording of the Articles ofIncorporation as necessary in view of each of the amendments described above.

2. Content of Revisions
The details of the revisions are as follows.
The amendments to the Articles of Incorporation set forth in this proposal shall take effect at theconclusion of this General Meeting of Shareholders.
(Portions to be revised are underlined.)
Current Articles of Incorporation

Proposed Revision

Chapter 1 General Provisions

Chapter 1 General Provisions

Articles 1 to 3 (Articles omitted)

Articles 1 to 3 (Remain unchanged)(Organs)
Article 4 The Company shall establish thefollowing organs, in addition to theGeneral Meeting of Shareholders andthe Directors.
1. Board of Directors
2. Auditors
3. Board of Auditors
4. Accounting Auditor(Organs)
Article 4 The Company shall establish thefollowing organs, in addition to theGeneral Meeting of Shareholders andthe Directors.
1. Board of Directors
2. Audit & Supervisory Committee(Deleted)
3. Accounting Auditor

Article 5 (Article omitted)

Article 5 (Remains unchanged)－ 4－Current Articles of Incorporation

Proposed Revision

Chapter 2 Shares

Chapter 2 Shares

Article 6 (Article omitted)

Article 6 (Remains unchanged)(Repurchase of Shares)
Article 7 The Company may repurchase its sharesby resolution of the Board of Directors,in accordance with the provisions ofArticle 165, Paragraph 2 of theCompanies Act.

(Deleted)

Articles 8 to 10 (Articles omitted)

Articles 7 to 9 (Remain unchanged)

Chapter 3 General Meeting of Shareholders

Chapter 3 General Meeting of Shareholders

Articles 11 to 17 (Articles omitted)

Articles 10 to 16 (Remain unchanged)

Chapter 4 Directors and the Board of Directors

Chapter 4 Directors and the Board of Directors(Number of Directors)
Article 18 The Company shall have no more thanfifteen (15) Directors.

(Number of Directors)
Article 17 The Company shall have no more thantwelve (12) Directors (excluding
Directors who are Audit &Supervisory Committee Members).
2. The Company shall have no more than
five (5) Directors who are Audit &Supervisory Committee Members.

(Newly established)(Method of Appointment)
Article 18 Directors shall be appointed by theGeneral Meeting of Shareholders,separately for Directors who are Audit& Supervisory Committee Members
and Directors who are not.
2. (Remains unchanged)
3. (Remains unchanged)(Method of Appointment)
Article 19 Directors shall be appointed by theGeneral Meeting of Shareholders.

2.
3.

(Article omitted)(Article omitted)(Term of Office)
Article 20 The term of office of Directors shall
expire at the conclusion of the Annual
General Meeting of Shareholders
pertaining to the last fiscal year thatfinishes within two (2) years of their
appointment.
2. The term of office of Directors
appointed as extra or substitute
Directors shall expire at the same timeas the term of office of incumbent
Directors.
(Newly established)(Term of Office)
Article 19 The term of office of Directors(excluding Audit & Supervisory
Committee Members) shall expire at
the conclusion of the Annual General
Meeting of Shareholders pertaining to
the last fiscal year that finishes withinone (1) year of their appointment.

(Newly established)－ 5－(Deleted)
2. The term of office of Directors who are
Audit & Supervisory Committee
Members shall expire at the conclusionof the Annual General Meeting of
Shareholders pertaining to the last
fiscal year that finishes within two (2)years of their appointment.
3. The term of office of Directors who are
Audit & Supervisory Committee
Members appointed as substitutes for
Directors who are Audit &Supervisory Committee Members who
retire before the expiration of theirterm, shall expire at the same time as
the term of office of the retiring

Current Articles of Incorporation

Proposed Revision
Directors who are Audit &Supervisory Committee Members.

Articles 21 to 23 (Articles omitted)

Articles 20 to 22 (Remain unchanged)(Newly established)(Delegation of Decisions for Important Matters ofBusiness Execution)
Article 23 The Company may, by resolution of
the Board of Directors, delegate all orpart of decisions on important mattersof business execution (excluding each
item set forth in Article 399-13,
Paragraph 5 of the Companies Act) to
Directors, in accordance with Article399-13, Paragraph 6 of the Companies
Act.

(Notice of Meetings of the Board of Directors)
Article 24 Notice of meetings of the Board of
Directors shall be issued to each
Director and Auditor no less than three(3) days before the meeting. However,this period may be shortened where
necessary due to emergency.
2. Meetings of the Board of Directors
may be held without the process of
notification, where the consent of all
Directors and Auditors has beenobtained.

(Notice of Meetings of the Board of Directors)
Article 24 Notice of meetings of the Board of
Directors shall be issued to each
Director no less than three (3) days
before the meeting. However, thisperiod may be shortened where
necessary due to emergency.
2. Meetings of the Board of Directors
may be held without the process of
notification, where the consent of all
Directors has been obtained.

Articles 25 to 26 (Articles omitted)

Articles 25 to 26 (Remain unchanged)(Compensation, etc.)
Article 27 Compensation, bonuses and otherfinancial benefits received by
Directors from the Company asconsideration for the execution ofduties, shall be determined byresolution of the General Meeting of
Shareholders.

(Compensation, etc.)
Article 27 Compensation, bonuses and otherfinancial benefits received by
Directors from the Company asconsideration for the execution ofduties, shall be determined byresolution of the General Meeting of
Shareholders, separately for Directors
who are Audit & Supervisory
Committee Members and Directors
who are not.

(Exemption of Directors from Liability)
Article 28 (Article omitted)
2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies
Act, the Company may enter into
agreements with Outside Directors tolimit their liability for damages
caused by negligence in the executionof duties. The limit of liability undersuch agreements shall be the amountstipulated by laws and regulations.

(Exemption of Directors from Liability)
Article 28 (Remains unchanged)
2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies
Act, the Company may enter into
agreements with Directors (excluding
Executive Directors, etc.) to limit
their liability for damages caused by
negligence in the execution of duties.
The limit of liability under suchagreements shall be the amountstipulated by laws and regulations.

－ 6－Current Articles of Incorporation

Proposed Revision

Chapter 5 Auditors and the Board of Auditors(Deleted)(Number of Auditors)
Article 29 The Company shall have no more thanfour (4) Auditors.

(Deleted)(Method of Appointment)
Article 30 Auditors shall be appointed by theGeneral Meeting of Shareholders.
2. Resolutions to appoint Auditors shall bemade by a majority vote ofshareholders at a General Meeting of
Shareholders attended by shareholders
eligible to vote holding no less than
one third of the voting rights.

(Deleted)(Term of Office)
Article 31 The term of office of Auditors shall
expire at the conclusion of the Annual
General Meeting of Shareholders
pertaining to the last fiscal year thatfinishes within four (4) years of their
appointment.
2. The term of office of Auditors
appointed as substitutes for Auditors
who retire before the expiration of
their term, shall expire at the sametime as the term of office of theretiring Auditors.
(Full-time Auditors)
Article 32 Full-time Auditors shall be appointed
by resolution of the Board of Auditors.
(Notice of Meetings of the Board of Auditors)
Article 33 Notice of meetings of the Board ofAuditors shall be issued to each
Auditor no less than three (3) days
before the meeting. However, thisperiod may be shortened where
necessary due to emergency.
2. Meetings of the Board of Auditors may
be held without the process of
notification, where the consent of all
Auditors has been obtained.
(Board of Auditors Regulations)
Article 34 In addition to laws, regulations andthese Articles of Incorporation, mattersconcerning the Board of Auditors shallbe determined based on the Board ofAuditors Regulations established by
the Board of Auditors.
(Compensation, etc.)
Article 35 Compensation, bonuses and otherfinancial benefits received by Auditorsfrom the Company as consideration for
the execution of duties, shall be
determined by resolution of theGeneral Meeting of Shareholders.

－ 7－(Deleted)(Deleted)(Deleted)(Deleted)(Deleted)

Current Articles of Incorporation

Proposed Revision(Exemption of Auditors from Liability)
Article 36 The Company may conclude
agreements with Auditors (including
former Auditors) to limit their liability
for damages caused by negligence inthe execution of duties, in accordancewith the provisions of Article 426,
Paragraph 1 of the Companies Act.
2. Pursuant to the provisions of Article
427, Paragraph 1 of the Companies
Act, the Company may enter into
agreements with Outside Auditors tolimit their liability for damages causedby negligence in the execution ofduties. The limit of liability under suchagreements shall be the amountstipulated by laws and regulations.

(Deleted)

Chapter 5 Audit & Supervisory Committee(Newly established)(Newly established)(Newly established)(Newly established)(Full-time Audit & Supervisory Committee
Members)
Article 29 Full-time Audit & Supervisory
Committee Members may be
appointed from among the Audit &Supervisory Committee Members, byresolution of the Audit & Supervisory
Committee.
(Notice of Meetings of the Audit & Supervisory
Committee)
Article 30 Notice of meetings of the Audit &Supervisory Committee shall be issued
to each Audit & Supervisory
Committee Member no less than three(3) days before the meeting. However,this period may be shortened where
necessary due to emergency.
2. Meetings of the Audit & Supervisory
Committee may be held without theprocess of notification, where theconsent of all Audit & Supervisory
Committee Members has beenobtained.
(Audit & Supervisory Committee Regulations)
Article 31 In addition to laws, regulations andthese Articles of Incorporation, mattersconcerning the Audit & Supervisory
Committee shall be determined basedon the Audit & Supervisory
Committee Regulations established by
the Audit & Supervisory Committee.

－ 8－Current Articles of Incorporation

Proposed Revision

Chapter 6 Settlement of Accounts

Chapter 6 Settlement of Accounts

Article 37 (Article omitted)

Article 32 (Remains unchanged)(Newly established)(Decision-making Organ for Dividends of Surplus)
Article 33 Excepting where specific provisions
exist in laws or regulations, theCompany shall decide on dividends ofsurplus and other matters stipulated ineach item of Article 459, Paragraph 1of the Companies Act by resolution of
the Board of Directors.

(Record Date for Dividends of Surplus)
Article 38 (Article omitted)(Record Date for Dividends of Surplus)
Article 34 (Remains unchanged)
2. The record date for the Company’s
interim dividend shall be September
30.
3. In addition to the previous two items,
the Company may decide on anotherrecord date for a dividend of surplus.

(Newly established)(Newly established)(Deleted)(Interim Dividend)
Article 39 The Company may pay an interim
dividend with a record date of
September 30, by resolution of theBoard of Directors.
Article 40 (Article omitted)

Article 35 (Remains unchanged)

Supplementary Provisions(Newly established)(Newly established)(Provisional Measure Regarding Auditors’
Exemption from Liability)
The Company may exempt Auditors (including
former Auditors) from liability for damages foractions that occurred before the conclusion of the75th Annual General Meeting of Shareholders
pursuant to Article 423, Paragraph 1 of theCompanies Act, to the extent allowed under laws
and regulations, by resolution of the Board of
Directors, in accordance with the provisions ofArticle 426, Paragraph 1 of the Companies Act.

－ 9－

Proposal 3: Election of Eleven (11) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members)
If Proposal 2: Partial Revision of the Articles of Incorporation is approved as originally proposed,
then the Company will transition to a company with an audit & supervisory committee, and the termsof office of all eleven (11) Directors will expire at the time when the revision to the Articles ofIncorporation takes effect. Accordingly, the Company proposes the election of eleven (11) Directors(excluding Directors who are Audit & Supervisory Committee Members).
This proposal will come into effect conditional upon the revision to the Articles of Incorporation
set forth in Proposal 2: Partial Revision of the Articles of Incorporation taking effect.
The candidates for Director (excluding candidates for Director who is an Audit & Supervisory
Committee Member) are as follows:
Names and other information of Directors
No.

Name

Current position at the Company

Meetings ofthe Board of
Directors
attended1

Masanari Yasuda

Reappointment

President (Representative Director)

100% (15/15)

2

Yoshitaka Nakajima

Reappointment

Senior Managing Director(Representative Director)

100% (15/15)

3

Kenichi Hasegawa

Reappointment

Senior Managing Director(Representative Director)

100% (15/15)

4

Akihiko Hayashi

Reappointment

Senior Managing Director

100% (15/15)

5

Yutaka Arai

Reappointment

Senior Managing Director

100% (15/15)

6Atsushi Igaki

Reappointment

Managing Director

100% (15/15)

7

Eiji Toba

Reappointment

Managing Director

100% (12/12)

8

Takahiro Kobori

Reappointment

Director

100% (12/12)

9

Yasushi Suzaki

Reappointment

Director

100% (12/12)

10

Teruyasu Mutaguchi

Director

100% (15/15)

11

Takeshi Ogita

Director

100% (12/12)

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent－ 10 －

No.

Name(Date of birth)

Masanari Yasuda(January 9, 1959)
1

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2007

Corporate Development and Engineering Division,
Design Department General Manager

April 2008

Operating Officer, Corporate Development andEngineering Division Deputy Executive General
Manager

April 2010

Operating Officer, Corporate Development andEngineering Division Executive General Manager

June 2010

Director, Corporate Development and Engineering
Division Executive General Manager

June 2014

Managing Director, Corporate Development andEngineering Division Executive General Manager
Managing Director,
Officer in Charge of Global Business,
Officer in Charge of Quality Control

April 2016

[Reappointment]
Meetings of the Boardof Directors attended:
100% (15/15)

June 2016

Senior Managing Director (Representative Director),
Officer in Charge of Global Business

June 2018

President (Representative Director) (incumbent)

April 2021

Officer in Charge of Overseas Segments, Quality
Assurance, and Development (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Masanari Yasuda has extensive experience, primarily in overseas
segments and development domains, and has served as the Company’s
President since June 2018.
In fiscal 2020, he spearheaded the management of the entire Groupthrough his strong leadership and decisiveness, while overseeing
business execution as Officer in Charge of Global Business and Quality
Control.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 11 －

Number ofshares of theCompany
held

29,343 shares

No.

Name
(Date of birth)

Yoshitaka
Nakajima(October 16, 1959)
2

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2004

Corporate Administration Division, Administration
Department General Manager

April 2008

President of GUANGZHOU TSK AUTO PARTS
CO., LTD.

April 2010

Operating Officer, Corporate Administration
Division Deputy Executive General Manager

April 2012

Operating Officer, Corporate Administration
Division Executive General Manager,
Officer in Charge of Public Relations

June 2012

Director, Corporate Administration Division
Executive General Manager,
Compliance Officer (incumbent)

April 2015

Director, Corporate Administration Division
Executive General Manager, Corporate Business
Administration Division Executive General Manager

June 2015

Managing Director, Corporate Administration
Division Executive General Manager, Corporate
Business Administration Division Executive General
Manager

April 2016

Managing Director, Corporate Administration
Division Executive General Manager

June 2018

Senior Managing Director, Corporate
Administration Division Executive General
Manager
Officer in Charge of Administration
Senior Managing Director (Representative Director)(incumbent)[Reappointment]
Meetings of the Boardof Directors attended:
100% (15/15)

April 2020
June 2020
April 2021

Officer in Charge of Corporate Managerial Planning,
Administration, and Business Administration(incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yoshitaka Nakajima has broad experience, primarily in overseas
segments and administration, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he supervised the strengthening of administration of thewhole Group and business execution, and contributed to promoting
dialogue with stakeholders as Officer in Charge of Public Relations.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 12 －

Number ofshares of theCompany
held

9,839 shares

No.

Name
(Date of birth)

Kenichi Hasegawa(April 10, 1959)[Reappointment]
3
Meetings of the Boardof Directors attended:
100% (15/15)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

June 2000

Engineering Sales Division, Motorcycle Engineering
Department General Manager

April 2012

Director and President of TS TECH DO BRASIL
LTDA.

April 2014

Operating Officer

April 2016

Operating Officer,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2016

Director,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2017Managing Director,
Officer in Charge of New Business Development
Director and Chairman of TS TECHDEUTSCHLAND GmbHManaging Director, Corporate Sales and Purchasing
Division Executive General Manager

April 2020
June 2020

Senior Managing Director (Representative Director),
Corporate Sales and Purchasing Division Executive
General Manager, Risk Management Officer(incumbent)
April 2021
Senior Managing Director (Representative Director)(incumbent),
Officer in Charge of Sales, Purchasing, andManufacturing (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Kenichi Hasegawa has broad experience, primarily in overseas
segments, development and sales, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he supervised business execution, primarily in the sales
and purchasing domains, and he directed risk management for the wholeGroup.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 13 －

Number ofshares of theCompany
held5,375 shares

No.

Name
(Date of birth)

Akihiko Hayashi(November 6, 1959)
4

Career summary, positions, and responsibility at the Company
April 1978

Joined the Company

April 2008

Corporate Manufacturing Division, Saitama Plant
Manager

April 2010

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2015

Managing Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2016

Managing Officer, Corporate Manufacturing
Division Executive General Manager

June 2016

Managing Director, Corporate Manufacturing
Division Executive General Manager

April 2020

Managing Director,
Americas Executive General Manager,
Director and President of TS TECHAMERICAS, INC. (incumbent)
Senior Managing Director[Reappointment]
Meetings of the Boardof Directors attended:
100% (15/15)

June 2020
April 2021

Senior Managing Director, Americas
Segment Executive General Manager(incumbent)[Significant concurrent positions]
Director and President of TS TECH AMERICAS, INC.
[Reasons for nomination as a candidate for Director]
Mr. Akihiko Hayashi has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he managed business execution such as business
operations and revenue expansion, primarily in the Americas.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 14 －

Number ofshares of theCompanyheld

7,068 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2014

Corporate Development and Engineering Division
Deputy Executive General Manager

June 2014

Director, Corporate Development and Engineering
Division Deputy Executive General Manager

April 2016

Director, Corporate Development and Engineering
Division Executive General Manager

June 2018

Managing Director, Corporate Development andEngineering Division Executive General Manager

April 2020

Managing Director,
China Executive General Manager,
Chairman and President of TS TECH (HONG KONG)
CO., LTD. (incumbent)
Senior Managing Director

Yutaka Arai
(April 10, 1959)
5[Reappointment]
Meetings of the Boardof Directors attended:
100% (15/15)

June 2020
April 2021

Senior Managing Director, China Segment
Executive General Manager (incumbent)[Significant concurrent positions]
Chairman and President of TS TECH (HONG KONG) CO., LTD.
[Reasons for nomination as a candidate for Director]
Mr. Yutaka Arai has broad experience, primarily in overseas
segments and development, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he managed business execution such as the acquisitionof new commercial rights and revenue expansion, primarily in the
China region.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 15 －

Number ofshares of theCompanyheld5,244 shares

No.

Name
(Date of birth)

Atsushi Igaki(January 21, 1963)[Reappointment]
6
Meetings of the Boardof Directors attended:
100% (15/15)

Career summary, positions, and responsibility at the Company
April 1986

Joined Honda Motor Co., Ltd.

April 2014

General Manager of Regional Operation Planning
Office (Japan) of Honda Motor Co., Ltd.

April 2016

Joined the Company,
Corporate Business Administration Division
Executive General Manager

June 2016

Director, Corporate Business Administration Division
Executive General Manager

Representative Director of Honda Cars
SAITAMAKITAManaging Director, Corporate Business
June 2020
Administration Division Executive General Manager(incumbent)[Significant concurrent positions]Representative Director of Honda Cars SAITAMAKITA

Number ofshares of theCompanyheld

May 2020[Reasons for nomination as a candidate for Director]
Mr. Atsushi Igaki has an extensive business track record in Japan andoverseas at Honda Motor Co., Ltd., and broad experience and insight
into operations, finance business administration and other domains.
In fiscal 2020, he endeavored to build finance strategy to support
business growth across the whole Group.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 16 －

2,274 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1994

Joined the Company

April 2007

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

July 2013

Corporate Development and Engineering Division,
Model LPL Department Model LPL

April 2016

Operating Officer,
Director and President of TS TECH DO BRASIL
LTDA.

April 2019

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2020

Operating Officer,
Asia and Europe Executive General Manager,
Director and President of TS TECH ASIAN CO.,LTD. (incumbent)
Director and Chairman of TS TECHBANGLADESH LIMITED (incumbent)
Director and Chairman of TS TECH UK
LTD (incumbent)
Managing Director

Eiji Toba(September 17, 1968)
7[Reappointment]
Meetings of the Boardof Directors attended:
100% (12/12)

June 2020
April 2021

Managing Director, Asia and Europe
Segment Executive General Manager(incumbent)[Significant concurrent positions]
Director and President of TS TECH ASIAN CO., LTD.
Director and Chairman of TS TECH BANGLADESH LIMITED
Director and Chairman of TS TECH UK LTD[Reasons for nomination as a candidate for Director]
Mr. Eiji Toba has extensive overseas experience, and broad
experience primarily in development and manufacturing, which havegiven him a high level of expertise and insight into these domains.
In fiscal 2020, he managed business execution such as businessdevelopment for new customer acquisition and revenue expansion,
primarily in Asia and Europe.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 17 －

Number ofshares of theCompany
held

1,927 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1994

Joined the Company

April 2002

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

April 2014

Corporate Development and Engineering Division,
Design Department General Manager

April 2016

Corporate Development and Engineering Division
Deputy Executive General Manager

April 2017

Operating Officer, Corporate Development andEngineering Division Deputy Executive General
Manager

April 2020

Operating Officer, Corporate Development andEngineering Division Executive General
Manager

Takahiro Kobori(June 10, 1970)
8[New appointment]
Meetings of the Boardof Directors attended:
100% (12/12)

June 2020

Number ofshares of theCompany
held

1,622 shares

Director, Corporate Development andEngineering Division Executive General
Manager (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Takahiro Kobori has broad experience, primarily in overseas
segments and development, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he led the entire development domain, including thedevelopment of next-generation technologies.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.
April 1990
Joined the Company

9April 2003

Stationed at TS TECH NORTH AMERICA, INC.
(currently TS TECH AMERICAS, INC.)

April 2012

Corporate Manufacturing Division, Manufacturing
Planning Department General Manager

April 2016

Corporate Manufacturing Division, Saitama Plant
Manager

Yasushi Suzaki(May 5, 1966)

April 2018

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager[New appointment]

April 2020

Operating Officer, Corporate Manufacturing
Division Executive General Manager

Meetings of the Boardof Directors attended:
100% (12/12)

June 2020

Director, Corporate Manufacturing Division
Executive General Manager (incumbent)[Reasons for nomination as a candidate for Director]
Mr. Yasushi Suzaki has broad experience, primarily in overseas
segments and manufacturing, which has given him a high level ofexpertise and insight into these domains.
In fiscal 2020, he led the establishment of globally-competitive
production systems and functions.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 18 －

597 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1973
April 2008

Joined Fuji Electric Co., Ltd.
Director and CTO of Fuji Electric Retail Systems
Co., Ltd. (currently Fuji Electric Co., Ltd.)

April 2011

Head of Saitama Industrial Technology Center

April 2015

Innovation Coordinator at the Kanto Regional
Collaboration Office, Regional Collaboration
Promotion Division, Research and Innovation
Promotion Headquarters, National Institute ofAdvanced Industrial Science and Technology(AIST),
Industry-Academia-Government Collaboration
Senior Coordinator at the Comprehensive Open
Innovation Center, Saitama University

June 2016

Director of the Company (incumbent)

Teruyasu
Mutaguchi(October 31, 1950)

10[Reappointment][Outside Director][Independent Officer]
Meetings of the Boardof Directors attended:
100% (15/15)

June 2020

Chairperson of the Board of Directors(incumbent)[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Mr. Teruyasu Mutaguchi has management experience at a
manufacturing company, as well as extensive experience at a researchand education institution. Based on this experience and broad insight, heprovides beneficial opinions and suggestions on the management of theCompany as an Outside Director.
Since fiscal 2020, he also serves as Chairperson of the Board of
Directors of the Company. We request his reappointment as Outside
Director, in the expectation that he can continue to contribute toensuring the soundness of the Company’s management.

－ 19 －

Number ofshares of theCompanyheld

300 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1980

Joined Sankyo Co., Ltd.

August 2001

General Manager of Research Promotion Departmentof Sankyo Co., Ltd.

October 2003

Vice President, Sankyo Pharma Development

July 2004

Corporate Officer, Head of New Drug Development
Division, Sankyo Co., Ltd.

April 2007

Executive Officer, Head of Pharmaceutical
Technology Division of Daiichi Sankyo Co., Ltd.

June 2009

Member of the Board, Senior Executive Officer ofDaiichi Sankyo Co., Ltd.

April 2014

Member of the Board, Senior Executive Officer,
Head of Vaccine Business Intelligence Division of
Daiichi Sankyo Co., Ltd.
President of Kitasato Daiichi Sankyo Vaccine Co.,Ltd.

Takeshi Ogita(March 20, 1951)[Reappointment][Outside Director][Independent Officer]

11

Meetings of the Boardof Directors attended:
100% (12/12)

Guest Professor of Graduate School of Creative
Science and Engineering, Waseda University
June 2018
Outside Director of Japan Hades Co., Ltd.
(incumbent)
June 2020
Director of the Company (incumbent)[Significant concurrent positions]
Outside Director of Japan Hades Co., Ltd.

Number ofshares of theCompany
held

April 20170 shares[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Mr. Takeshi Ogita was engaged in the management of a pharmaceuticals
company for many years. Based on his extensive experience and broad
insight as a corporate manager, he provides beneficial opinions andsuggestions on the management of the Company as an Outside Director.
We request his reappointment as Outside Director, in the expectationthat he can continue to contribute to ensuring the soundness ofmanagement, by reflecting his extensive experience and insight in the
management of the Company.

(Notes)
1.
2.
3.

4.
5.
6.

7.

No material conflict of interest exists between the above candidates and the Company.
Mr. Teruyasu Mutaguchi and Mr. Takeshi Ogita are candidates for Outside Director as prescribedin Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
The Company has designated Mr. Teruyasu Mutaguchi and Mr. Takeshi Ogita as Independent
Officers as stipulated by Tokyo Stock Exchange, Inc. and notified the Exchange as such. If thesecandidates are re-elected and assume office as Directors, the Company will continue to designatethem as Independent Officers. as stipulated by Tokyo Stock Exchange, Inc. and notify the
Exchange as such.
The period of service of Mr. Teruyasu Mutaguchi as an Outside Director of the Company will
be five (5) years at the close of this Annual General Meeting of Shareholders.
The period of service of Mr. Takeshi Ogita as an Outside Director of the Company will be one(1) year at the close of this Annual General Meeting of Shareholders.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreements with Mr. Teruyasu Mutaguchi and Mr. Takeshi Ogita to limit their
liability for damages, as prescribed in Article 423, Paragraph 1 of the same Act. The amount ofliability under the agreement is limited to the minimum liability amount as provided for in Article
425, Paragraph 1 of the same Act. If Mr. Teruyasu Mutaguchi and Mr. Takeshi Ogita are reelected, the Company will continue the above agreements to limit their liability.
The Company has entered into a directors and officers liability (D&O liability) insurance contract
with an insurance company, to cover legal damages and litigation expenses in the event that aclaim for damages is made against the insured parties. The candidates will be included among－ 20 －

8.

the insured parties under this insurance contract if they are re-elected and assume office as
Directors. The Company intends to renew this insurance contract with the same contents at thetime of the next renewal.
The Company implemented a two-for-one common stock split, effective April 1, 2021. The“number of shares of the Company held” shown for each candidate represents the number ofshares held prior to the stock split (as of March 31, 2021).

－ 21 －

Proposal 4: Election of Four (4) Directors Who Are Audit & Supervisory Committee Members
If Proposal 2: Partial Revision of the Articles of Incorporation is approved as originally proposed,
then the Company will transition to a company with an audit & supervisory committee. Accordingly,
the Company proposes the election of four (4) Directors who are Audit & Supervisory Committee
Members. The consent of the Board of Auditors has been obtained regarding this proposal. This
proposal will come into effect conditional upon the revision to the Articles of Incorporation set forthin Proposal 2: Partial Revision of the Articles of Incorporation taking effect.
The candidates for the position of Director who is an Audit & Supervisory Committee Member
are as follows:

No.

Name

1

Tatsuo Sekine

2

Tatsuya Motoda

3

Hajime Hayashi

4

Tomoko Nakada

Current position at the Company

New appointment Auditor
New appointment
OutsideAuditorIndependent
New appointment
OutsideAuditorIndependent
New appointment
OutsideIndependent－ 22 －

Meetings ofthe Board of
Directors
attended

Meetings ofthe Board ofAuditors
attended

100% (12/12)

100% (11/11)

93% (14/15)

100% (13/13)

100% (12/12)

100% (11/11)

-

-

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982

Joined the Company

April 2004

Corporate Business Administration
Division, Accounting Department General
Manager
Operating Officer, Corporate BusinessSupervision Division Deputy Executive General
Manager
Operating Officer, Corporate Business
Administration Division Deputy Executive
General Manager

April 2010

1

Tatsuo Sekine(May 17, 1958)

April 2011

[New appointment]

April 2017

Meetings of the Boardof Directors attended:
100% (12/12)

Managing Officer, Corporate Managerial
Planning Office General Manager

April 2020

Managing Officer

June 2020

Auditor (incumbent)

Meetings of the Board
of Auditors attended:
100% (11/11)[Reasons for nomination as a candidate for Director who is an Audit &Supervisory Committee Member]
Mr. Tatsuo Sekine has extensive experience, primarily in finance andbusiness administration domains. Until fiscal 2020, he served as
Corporate Managerial Planning Office General Manager, leading theformulation of Group management strategy, and is deeply familiar with
operations across all facets of management.
We request his appointment as Director who is an Audit & Supervisory
Committee Member, in the expectation that he can utilize the insightthat he has cultivated until now to contribute to the audit andsupervision of the Company’s management.

－ 23 －

Number ofshares of theCompanyheld

4,611 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
May 1993
September 1999

2

Joined Andersen Consulting (currently Accenture
Japan Ltd)
Joined Tsuji CPA Accounting Office(currently Hongo Tsuji Tax & Consulting)

April 2007

International Tax Affairs Department General
Manager of the same accounting office above

October 2008

Registration as a tax accountant

Tatsuya Motoda(September 9, 1969)

April 2014

Motoda Tax & Accounting Office
Representative tax accountant (incumbent)[New appointment][Outside Director][Independent Officer]

June 2014

Auditor of the Company (incumbent)

Meetings of the Boardof Directors attended:
93% (14/15)
Meetings of the Board
of Auditors attended:
100% (13/13)

Number ofshares of theCompany
held

July 2018

Outside Auditor of Global Information, Inc.
(incumbent)[Significant concurrent positions]
Outside Auditor of Global Information, Inc.
[Reasons for nomination as a candidate for Outside Director who is an
Audit & Supervisory Committee Member, and summary of expectedroles]
Mr. Tatsuya Motoda has expert knowledge and broad insight andexperience as a tax accountant.
Since his appointment as Outside Auditor of the Company, he has
appropriately performed audits, such as by giving advice on the
management of the Company as necessary.
We request his appointment as Outside Director who is an Audit &Supervisory Committee Member, in the expectation that he cancontinue to contribute to ensuring the soundness of management, andthe audit and supervision of the Company’s management.

－ 24 －

1,345 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1983

Hajime Hayashi(April 19, 1958)[New appointment][Outside Director][Independent Officer]
3

Meetings of the Boardof Directors attended:
100% (12/12)
Meetings of the Board
of Auditors attended:
100% (11/11)

April 1986

Joined Mie Labor Management Center
Registered as an Attorney
Joined Owaki & Sumi Law Office

April 1989

Founded Meiwa Law Office

May 1996

Founded Sazanka Law Office (incumbent)

Number ofshares of theCompany
heldJune 2020
Auditor of the Company (incumbent)[Significant concurrent positions]Founder of Sazanka Law Office[Reasons for nomination as a candidate for Outside Director who is an
Audit & Supervisory Committee Member, and summary of expectedroles]
Mr. Hajime Hayashi has broad insight and extensive experience as
an attorney.
Since his appointment as Outside Auditor of the Company, he has
appropriately performed audits, such as by giving advice on the
management of the Company as necessary.
We request his appointment as Outside Director who is an Audit &Supervisory Committee Member, in the expectation that he cancontinue to contribute to ensuring the soundness of management, andthe audit and supervision of the Company’s management.
April 1997
Assistant Judge (Tokyo District Court)
Registered as an Attorney (affiliated with Dai-ni
June 2000
Tokyo Bar Association)
August 2002

0 shares

Registered as an Attorney (New York State)

March 2015

Tomoko Nakada(January 20, 1972)
4[New appointment][Outside Director][Independent Officer](Notes)1.
2.

3.

International Fellow of The American College ofTrust and Estate Counsel (incumbent)
April 2017
Academician of The International Academy of
Estate and Trust Law (incumbent)
December 2020 Representative of Tokyo Heritage Law Firm
(incumbent)[Significant concurrent positions]Representative of Tokyo Heritage Law Firm

0 shares[Reasons for nomination as a candidate for Outside Director who is an
Audit & Supervisory Committee Member, and summary of expectedroles]
Ms. Tomoko Nakada has extensive overseas experience and broad
insight as an attorney.
We request her appointment as Outside Director who is an Audit &Supervisory Committee Member, in the expectation that she cancontribute to ensuring the soundness of management, and the audit
and supervision of the Company’s management, as well as bringing
diversity to the Company’s Board of Directors, from the global andfemale perspectives she has cultivated until now.

No material conflict of interest exists between the above candidates and the Company.
Mr. Tatsuya Motoda, Mr. Hajime Hayashi and Ms. Tomoko Nakada are candidates for Outside
Director as prescribed in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of theCompanies Act.
The Company has designated Mr. Tatsuya Motoda and Mr. Hajime Hayashi as Independent
Officers as stipulated by Tokyo Stock Exchange, Inc. and notified the Exchange as such. If thesecandidates are elected and assume office as Directors who are Audit & Supervisory Committee
Members, the Company will continue to designate them as Independent Officers. as stipulatedby Tokyo Stock Exchange, Inc. and notify the Exchange as such. If Ms. Tomoko Nakada iselected and assumes office as a Director who is an Audit & Supervisory Committee Member,－ 25 －

then the Company will designate her as an Independent Officer as stipulated by Tokyo Stock
Exchange, Inc. and notified the Exchange as such.
4. Although Mr. Tatsuya Motoda has not been engaged in corporate management other than serving
as an Outside Director or an Outside Auditor, the Company believes that he is capable ofappropriately fulfilling his duties as a Director who is an Audit & Supervisory Committee
Member, based on his expert knowledge and broad insight as well as experience as a tax
accountant.
5. Although Mr. Hajime Hayashi has not been engaged in corporate management other than serving
as an Outside Director or an Outside Auditor, the Company believes that he is capable ofappropriately fulfilling his duties as a Director who is an Audit & Supervisory Committee
Member, based on his broad knowledge and extensive experience as an attorney.
6. Although Ms. Tomoko Nakada has not been engaged in corporate management, the Company
believes that she is capable of appropriately fulfilling her duties as a Director who is an Audit &Supervisory Committee Member, based on her broad knowledge as an attorney and global
perspective cultivated through her extensive experience overseas.
7. The period of service of Mr. Tatsuya Motoda as an Outside Auditor of the Company will beseven (7) years at the close of this Annual General Meeting of Shareholders.
8. The period of service of Mr. Hajime Hayashi as an Outside Auditor of the Company will be one(1) year at the close of this Annual General Meeting of Shareholders.
9. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company hasentered into agreements with Mr. Tatsuya Motoda and Mr. Hajime Hayashi to limit their liability
for damages, as prescribed in Article 423, Paragraph 1 of the same Act. The amount of liability
under the agreement is limited to the minimum liability amount as provided for in Article 425,
Paragraph 1 of the same Act. If Mr. Tatsuya Motoda and Mr. Hajime Hayashi are elected andassume office as Directors who are Audit & Supervisory Committee Members, the Company
intends to re-enter these agreements with them, as Directors who are Audit & Supervisory
Committee Members.
10. If Ms. Tomoko Nakada is elected and assumes office as a Director who is an Audit &Supervisory Committee Member, pursuant to the provisions of Article 427, Paragraph 1 of theCompanies Act, the Company will enter into an agreement with her to limit her liability fordamages, as prescribed in Article 423, Paragraph 1 of the same Act. The amount of liability under
the agreement is limited to the minimum liability amount as provided for in Article 425,
Paragraph 1 of the same Act.
11. The Company has entered into a directors and officers liability (D&O liability) insurance
contract with an insurance company, to cover legal damages and litigation expenses in the eventthat a claim for damages is made against the insured parties. The candidates will be included
among the insured parties under this insurance contract if they are elected and assume office as
Directors who are Audit & Supervisory Committee Members. The Company intends to renew
this insurance contract with the same contents at the time of the next renewal.
12. The Company implemented a two-for-one common stock split, effective April 1, 2021. The“number of shares of the Company held” shown for each candidate represents the number ofshares held prior to the stock split (as of March 31, 2021).

－ 26 －

Proposal 5: Determination of the Amount of Compensation for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)
An amount of compensation for Directors of the Company not exceeding 750 million yen per annum(including up to 30 million yen per annum for Outside Directors) was approved at the 69th Annual General
Meeting of Shareholders held on June 23, 2015. If Proposal 2: Partial Revision of the Articles of Incorporation
is approved as originally proposed, then the Company will transition to a company with an audit & supervisorycommittee. Accordingly, the Company requests approval anew for compensation for Directors (excluding
Directors who are Audit & Supervisory Committee Members; the same applies throughout this proposal) not
exceeding 750 million yen per annum (including up to 30 million yen per annum for Outside Directors), whichis the same as the existing limit, after the transition takes effect. The Company further proposes that matterssuch as the specific amounts of compensation for each individual Director and the timing of payment be
determined by resolution of the Board of Directors.
If Proposal 2: Partial Revision of the Articles of Incorporation and Proposal 7: Determination ofCompensation for the Delivery of Restricted Stock to Directors (Excluding Outside Directors and Directors
who are Audit & Supervisory Committee Members) are approved, then, after the Company transitions to acompany with an audit & supervisory committee, and as described in the [Reference] section below, theCompany intends to alter the content of compensation for Directors so that it is composed of a basic fixedcompensation, performance-linked compensation as a short-term incentive, and stock compensation as a
medium- to long-term incentive. The amount of compensation under this proposal is the amount to be paid as
fixed compensation and performance-linked compensation based on the above policy, and is deemed
appropriate.
There are eleven (11) incumbent Directors. If Proposal 2: Partial Revision of the Articles of Incorporation
and Proposal 3: Election of Eleven (11) Directors (Excluding Directors Who Are Audit & Supervisory
Committee Members) are approved as originally proposed, then there will be eleven (11) Directors (including
two (2) Outside Directors).
This proposal will take effect conditional upon the revision to the Articles of Incorporation set forth in
Proposal 2: Partial Revision of the Articles of Incorporation taking effect.

[Reference] New decision policy regarding the details of individual executive compensation(if Proposal 2, Proposal 5 and Proposal 7 are all approved as originally proposed)■ Basic Policy
The Company’s basic policy on executive compensation is to ensure that it is transparent and reasonable,with the potential to further motivate sustained business growth.
The Company has established a Nomination and Compensation Committee chaired by an Outside
Director, and composed of three (3) Outside Directors and two (2) internal Directors, as an advisory body to
the Board of Directors. The Board of Directors shall resolve on matters such as the review of compensationlevels and calculation methods in view of social conditions, revisions to the compensation structure, and thedetermination of compensation for individual Directors each fiscal year, after seeking advice andrecommendations from the Nomination and Compensation Committee, and based on the results ofdeliberation by the Audit & Supervisory Committee.
■ Structure of executive compensation
The Company’s executive compensation shall be composed of a basic fixed compensation, performancelinked compensation as a short-term incentive, and stock compensation as a medium- to long-term incentive
to promote the enhancement of corporate value over the medium to long term and value sharing withshareholders. The proportion of each form of compensation within the total amount of annual compensation
shall be as follows: Approximately 60% shall be for basic compensation, 25% for performance-linked
compensation, and 15% for stock compensation.
Outside Directors and Directors who are Audit & Supervisory Committee Members shall only receive
basic compensation, in view of their role in supervising and auditing management from an independent
standpoint.

－ 27 －

■ Overview of the compensation system• The amount of each form of compensation is determined according to a compensation table, in accordancewith rank, individual performance, and other factors.
• For performance-linked compensation, achievement against consolidated revenue targets and consolidated
operating income targets have been selected as performance indicators for indexation, together with theyear-on-year rate of change in dividend amount and number of months of employee bonuses, in order toincorporate the perspective of value sharing with shareholders and employees.
Specifically, compensation amounts are calculated by multiplying a compensation indexation coefficient
calculated using the formula below, by the amounts for each rank in the compensation table.
Performance-linked compensation indexation coefficient= (Proportion of consolidated revenue target achieved＋ Proportion of consolidated operating income target achieved＋ Rate of change in dividend amount＋ Rate of change in number of months of employee bonuses) / 4* Each performance indicator is equally weighted.
* The performance-linked compensation indexation coefficient is limited to a maximum of 150%. There is no lower limit.

• Restricted stock compensation has been selected as the method of stock compensation. In principle,compensation is paid in the form of monetary compensation claims for the allotment of restricted stock toeach eligible Director, based on a resolution of the Company’s Board of Directors each fiscal year. Sharesof the Company’s common stock are delivered through issuance or disposal by the Company, in return forcontribution in kind of all of the said monetary compensation claims, and held by the recipient. When the
Company issues or disposes of shares of its common stock in this way, it concludes a restricted stock
allotment agreement with the eligible Directors. This agreement forbids the transfer, creation or promise ofcreation of a security interest on, or disposal by other means of common shares of the Company delivered
under this compensation scheme, from the date when the shares are delivered until the time of the Director’s
retirement.
■ Method used to determine the amount of compensation
Individual compensation amounts and numbers of shares are calculated in accordance with eachcompensation table, based on individual evaluation by the Management Meeting, which is composed ofRepresentative Directors. The advice of the Nomination and Compensation Committee is then sought
regarding these amounts. (For performance-linked compensation, compensation amounts are calculated using
the performance-linked compensation indexation coefficient shown above.)
For performance-linked compensation, compensation amounts are calculated using the method above
and the advice of the Nomination and Compensation Committee is then sought regarding these amounts.
The Nomination and Compensation Committee deliberates on the appropriateness and suitability of theamounts of basic compensation, performance-linked compensation and stock compensation for eachindividual, reports on its findings to the Audit & Supervisory Committee, and reports back to the Board of
Directors.
The final resolution is made by the Board of Directors based on the content of the report by the
Nomination and Compensation Committee, and the results of deliberation by the Audit & Supervisory
Committee.
The basic compensation for Directors who are Audit & Supervisory Committee Members is determinedbased on discussion among Directors who are Audit & Supervisory Committee Members.
■ Compensation limits
A proposal has been submitted to this Annual General Meeting of Shareholders to set the maximum
amount of compensation for Directors (excluding Directors who are Audit & Supervisory Committee
Members) to 750 million yen per annum (of which up to 30 million yen per annum is for Outside Directors).
In addition, a proposal has been submitted to set the maximum amount of stock compensation for
Directors (excluding Outside Directors and Directors who are Audit & Supervisory Committee Members) to
150 million yen per annum, in addition to the maximum amount of compensation above, and the maximum
number of shares to 50,000 shares.
A proposal has also been submitted to this Annual General Meeting of Shareholders to set the maximum
amount of compensation for Directors who are Audit & Supervisory Committee Members to 90 million yen
per annum.
－ 28 －

Proposal 6: Determination of the Amount of Compensation for Directors (Excluding Directors Who
Are Audit & Supervisory Committee Members)
If Proposal 2: Partial Revision of the Articles of Incorporation is approved as originally proposed, thenthe Company will transition to a company with an audit & supervisory committee. Accordingly, the Company
requests approval for compensation for Directors who are Audit & Supervisory Committee Members notexceeding 90 million yen per annum, after the transition takes effect. The Company further proposes thatmatters such as the specific amounts of compensation for each individual Director who is an Audit &Supervisory Committee Member, and the timing of payment, be determined through discussion among
Directors who are Audit & Supervisory Committee Members. The amount of compensation under this
proposal is deemed appropriate in view of the duties and responsibilities of Directors who are Audit &Supervisory Committee Members.
If Proposal 2: Partial Revision of the Articles of Incorporation and Proposal 4: Election of Four (4)Directors Who Are Audit & Supervisory Committee Members are approved as originally proposed, then there
will be four (4) Directors who are Audit & Supervisory Committee Members.
This proposal will take effect conditional upon the revision to the Articles of Incorporation set forth in
Proposal 2: Partial Revision of the Articles of Incorporation taking effect.

－ 29 －

Proposal 7: Determination of Compensation for the Delivery of Restricted Stock to Directors(Excluding Outside Directors and Directors Who Are Audit & Supervisory Committee
Members)
If Proposal 2: Partial Revision of the Articles of Incorporation is approved as originally proposed, thenthe Company proposes to commence the payment of compensation for the delivery of restricted stock to
Directors of the Company (excluding Outside Directors and Directors who are Audit & Supervisory
Committee Members; hereinafter referred to as “Eligible Directors” in this proposal), in addition to thecompensation limit proposed under Proposal 5: Determination of the Amount of Compensation for Directors(Excluding Directors who are Audit & Supervisory Committee Members), to act as an incentive to pursue thesustainable enhancement of corporate value, and to further promote value sharing with shareholders. The
Company further proposes that compensation under this proposal be paid to eligible Directors in the form ofmonetary claims for the delivery of restricted stock, the total amount of these claims be no more than 150
million yen per annum, which is an amount deemed appropriate given the aims described above, and thespecific amounts of compensation for each Eligible Director and the timing of payment be determined byresolution of the Board of Directors.
There are eleven (11) incumbent Directors (including two (2) Outside Directors). If Proposal 2: Partial
Revision of the Articles of Incorporation and Proposal 3: Election of Eleven (11) Directors (Excluding
Directors Who Are Audit & Supervisory Committee Members) are approved as originally proposed, thenthere will be nine (9) Eligible Directors.
Eligible Directors shall receive shares of the Company’s common stock through issuance or disposal by
the Company, in return for contribution in kind of all monetary claims provided under this proposal, based ona resolution of the Board of Directors. The total number of shares of the Company’s common stock to beissued or disposed of in this way shall not exceed 50,000 shares. However, should the Company’s common
stock undergo a share split (including a gratis allotment of the Company’s common stock), consolidation ofshares, or other cause necessitating adjustment to the total number of shares of the Company’s common stock
to be issued or disposed of, on or after the date of the approval and passing of this proposal by the General
Meeting of Shareholders, the total number of shares of common stock shall be adjusted as necessary within areasonable range
The amount to be paid in per share will be determined by the Board of Directors, based on the closing
price of the Company’s common stock on Tokyo Stock Exchange, Inc. on the last business day before thedate of the resolution of the Board of Directors (if the Company’s common stock is not traded on that date,the closing price on the last trading day of the Company’s common stock preceding the resolutions) within arange that is not particularly favorable to the Eligible Directors receiving the shares of common stock. The
issuance or disposal of shares of the Company’s common stock to Eligible Directors, and the issuance ofmonetary compensation claims as contribution in kind, shall be conditional upon the Company concluding a
restricted stock allotment agreement (hereinafter the “Allotment Agreement”) that includes the content shown
below, with each Eligible Director.
While the Company’s decision policy regarding the details of individual executive compensation is as
stated in page 49 of the Business Report (available in Japanese only), the maximum amount of compensation,
the total number of shares of the Company’s common stock to be issued or disposed of, and other conditions
regarding the delivery of restricted stock to Eligible Directors under this proposal, are deemed appropriate, inview the aim described above, the Company’s business conditions, the Company’s decision policy regarding
the details of individual executive compensation, and other relevant matters. (If this proposal is approved,
then the Company’s decision policy regarding the details of individual executive compensation will beamended as shown under [Reference] above.)(1) Transfer restriction period
Under the Allotment Agreement, an Eligible Director must not transfer, create a security interest on orotherwise dispose of shares of the Company’s common stock allotted under the Allotment Agreement(hereinafter the “Allotted Shares”) from the day when the shares were allotted until the time immediately after
the Eligible Director retires from the position predesignated by the Company’s Board of Directors (hereinafter
the “Transfer Restriction Period” and these restrictions are hereinafter referred to as the “Transfer
Restrictions”).

－ 30 －

(2) Removal of the Transfer Restrictions
Notwithstanding the provisions set forth in (1) above, where an Eligible Director has served continuously
in the position predesignated by the Company’s Board of Directors for the duration of the period predesignatedby the Company’s Board of Directors, the Company shall remove the Transfer Restrictions pertaining to all
Allotted Shares held by the Eligible Director at the conclusion of the Transfer Restriction Period. However,where an Eligible Director ceases to serve in the position predesignated by the Company’s Board of Directors
before the conclusion of the period predesignated by the Company’s Board of Directors, due to the expirationof the Eligible Director’s term of office, death or other proper cause, then the number of Allotted Shares fromwhich the Transfer Restrictions are removed, and the timing of this removal, shall be adjusted reasonably asnecessary. The Company shall rightfully acquire, for no consideration, the remaining Allotted Shares forwhich the Transfer Restrictions have not been removed immediately subsequent to the removal of Transfer
Restrictions from Allotted Shares in accordance with the provisions above.
(3) Treatment at the time of retirement or resignation that is not for a proper cause
Notwithstanding the provisions set forth in (2) above, where an Eligible Director ceases to serve in theposition predesignated by the Company’s Board of Directors for a reason that is not a proper cause, theCompany shall rightfully acquire, for no consideration, all of the Allotted Shares held by that Eligible Director.
(4) Treatment in the case of organizational restructuring etc.
Notwithstanding the provisions set forth in (1) above, where a merger agreement where the Company
becomes the non-surviving company, a share exchange agreement or a share transfer plan where the Company
becomes a wholly-owned subsidiary, or another matter concerning an organizational restructuring etc. isapproved by the Company’s General Meeting of Shareholders (or the Company’s Board of Directors, fororganizational restructuring etc. that does not require the approval of the General Meeting of Shareholders)
during the Transfer Restriction Period, the Transfer Restrictions may be removed before the effective date of
the organizational restructuring etc. by resolution of the Board of Directors, for a number of the Allotted
Shares to be determined reasonably based upon the length of the period from the day when the Transfer
Restriction Period commenced to the day when the organizational restructuring etc. was approved. In case it
is stipulated above, the Company shall rightfully acquire, for no consideration, the remaining Allotted Sharesfor which the Transfer Restrictions have not been removed immediately subsequent to the removal of Transfer
Restrictions from Allotted Shares.
(5) Other matters
Other matters concerning the allotment agreement shall be determined by the Company’s Board of
Directors.
If this proposal is approved, then monetary claims shall not be granted nor shares allotted under thisscheme, to any Eligible Director who does not reside in Japan at the time of the Board of Directors meeting
to decide the amount of monetary compensation claims and the number of Allotted Shares under this scheme.
In lieu of such allotment, the Company intends to pay any such Eligible Director monetary compensation(phantom stock) linked to the Company’s share price, etc., with the same economic value as the relevant
restricted stock. Any such payment shall be within the scope of the basic compensation (750 million yen perannum) should Proposal 5: Determination of the Amount of Compensation for Directors (Excluding Directors
who are Audit & Supervisory Committee Members) be approved as originally proposed.

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Proposal 8: Election of an Accounting Auditor
The term of appointment of the Company’s Accounting Auditor Deloitte Touche Tohmatsu LLC will
expire at the conclusion of this General Meeting of Shareholders. Accordingly, based on the decision of theBoard of Auditors, the Company proposes to appoint KPMG AZSA LLC as its Accounting Auditor.
The Board of Auditors determined to submit KPMG AZSA LLC as a candidate for Accounting Auditor
because, in view of the number of years of continuous service by the current Accounting Auditor (since 1998),
the appointment of KPMG AZSA LLC is expected to bring a new perspective to the auditing activities.
Moreover, the candidate was deemed suitable as a result of comprehensive consideration of factors including
its expertise, independence, quality control systems and global auditing systems.
The main office, history and other details regarding KPMG AZSA LLC are shown below.
Name
KPMG AZSA LLC
Location of main office
History

1-2 Tsukudo-cho, Shinjuku-ku, Tokyo
Jul. 1969 Audit firm Asahi & Co. establishedJul. 1985

Audit firm Asahi Shinwa & Co. established through merger with
Shinwa Audit Corp. (established Dec. 1974)

Oct. 1993

Name changed to Asahi Audit Corp. through merger with Inoue
Saito Eiwa Audit Corp. (established Apr. 1978)

Jan. 2004

Name changed to AZSA & Co. through merger with AZSA & Co.
(established Feb. 2003)

Jul. 2010
Overview

Name changed to KPMG AZSA LLC through transition to alimited liability audit corporation
Capital:3,000 million yen
Number of employees:
Certified Public Accountants:
3,102
Other audit employees:
2,207
Other employees:
746
Total:
6,055
Audit attestation services

3,663 companies

Note: The candidate has received compensation from the Company and its affiliates pertaining to advisory services
that are outside the scope of services designated under Article 2, Paragraph 1 of the Certified Public
Accountants Act (non-audit services). However, it is judged that there exists no threat to the candidate’s
independence.

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