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 6, 2023
(Start Date of Electronic Provision Measures: May 26, 2023)
To Shareholders with Voting Rights:
Masanari Yasuda
Representative Director, President
TS TECH CO., LTD.
3-7-27, Sakae-cho, Asaka-shi, Saitama, JapanNOTICE OF THE 77th 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 77th Annual General Meeting of Shareholders of TS TECH
CO., LTD. (the “Company”) will be held as described below.
As the Company is taking electronic provision measures in convening this General Meeting of
Shareholders, matters subject to electronic provision measures are posted as the Notice of the 77th
Annual General Meeting of Shareholders on the following Internet website.
・The Company’s website (https://www.tstech.co.jp/english/ir/other.html)
In addition to the above, the matters are also posted on the following Internet website.
・The Tokyo Stock Exchange’s website(https://www2.jpx.co.jp/tseHpFront/JJK020010Action.do?Show=Show)
Please view the materials by accessing the Tokyo Stock Exchange’s website, entering theCompany’s name or Stock Exchange Code in the search field, and selecting “Basic information”
followed by “Documents for public inspection/PR information” in that order.
・“Net de Shoshu (online convocation)” service (https://s.srdb.jp/7313/) (Japanese only)
In the event you are unable to attend on the day of the meeting, you may exercise your voting
rights by mail or electromagnetic methods (via the Internet, etc.). If you intend to do so, please review
the Reference Documents for the General Meeting of Shareholders and exercise your voting rights by
mail or electromagnetic methods (via the Internet, etc.) no later than 17:30 on Thursday, June 22, 2023.
1.

Date and time Friday, June 23, 2023 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 77th Fiscal
Year (April 1, 2022 - March 31, 2023) and results of audits by the Accounting Auditor andthe Audit & Supervisory Committee of the Consolidated Financial Statements
2. Non-Consolidated Financial Statements for the Company’s 77th Fiscal Year (April 1, 2022
- March 31, 2023)
Proposals to be resolved:
Proposal 1: Election of Ten (10) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
Proposal 2: Election of Four (4) Directors who are Audit & Supervisory Committee
Members〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
➢ There will be no souvenirs or refreshments.
➢ We will post a notice on our website in the event that there is a major change to the operation of this meeting.
➢ Novel coronavirus infection may spread on the day of the meeting. In order to ensure your safety and prevent the spread of
infection, we ask you to exercise your voting rights by mail or via the Internet, etc., if possible.

－ 1－

➢ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the reception.
➢ In the event that the matters subject to electronic provision measures require revisions, a description of the revisions will be postedon the respective websites.
➢ If the Voting Rights Exercise Form shows neither an approving vote nor a disapproving vote for a Proposal, the vote will be treatedas an approving vote.
➢ The documents listed below are not included in the documents to be delivered to shareholders who have requested paper copies ofthe material, based on laws and regulations and Article 14 of the Articles of Incorporation, and accordingly, they form part of the
documents audited by the Audit & Supervisory Committee and the Accounting Auditor when preparing the Audit Reports.
・Business Report
1. Status of Our Group2. Matters Regarding the Company’s Shares
3. Matters Regarding the Company’s Share Acquisition Rights
4. Matters Regarding Directors (and other Officers)
5. Status of the Accounting Auditor
6. The Company’s Systems and Policies
・ Consolidated Financial Statements
Consolidated Statement of Changes in Equity
Notes to the Consolidated Financial Statements
・ Non-Consolidated Financial Statements
Non-Consolidated Balance Sheet
Non-Consolidated Statement of Income
Non-Consolidated Statement of Changes in Equity
Notes to the Non-Consolidated Financial Statements
・Accounting Auditor’s Audit Report on the Consolidated Financial Statements
・Accounting Auditor’s Audit Report
・Audit & Supervisory Committee’s Audit Report
Our Website (Japanese): https://www.tstech.co.jp

Our Website (English): https://www.tstech.co.jp/english－ 2－

Reference Documents for the General Meeting of Shareholders

Proposals and References
Proposal 1: Election of Ten (10) Directors (Excluding Directors who are Audit & Supervisory
Committee Members)
The term of office for all eleven (11) Directors (excluding Directors who are Audit & Supervisory
Committee Members; hereinafter the same applies in this proposal) will expire at the close of this
General Meeting of Shareholders. Accordingly, the Company proposes the election of ten (10)Directors.
The candidates for Director 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

Representative Director, President

100% (14/14)

2

Yoshitaka Nakajima

Reappointment

Representative Director, Vice President

100% (14/14)

3

Kenichi Hasegawa

Reappointment

Representative Director, Senior Managing
Director

100% (14/14)

4

Akihiko Hayashi

Reappointment

Director, Senior Managing Officer

100% (14/14)

5

Atsushi Igaki

Reappointment

Director, Senior Managing Officer

100% (14/14)

6

Eiji Toba

Reappointment

Director, Managing Officer

100% (14/14)

7

Takahiro Kobori

Reappointment

Director, Managing Officer

100% (14/14)

8

Yasushi Suzaki

Reappointment

Director, Managing Officer

100% (14/14)

9

Takeshi Ogita

Director

100% (14/14)

10

Kaori Matsushita

Director

100% (11/11)

Reappointment
OutsideIndependent
Reappointment
OutsideIndependent

－ 3－

No.

Name
(Date of birth)1
Masanari Yasuda(January 9, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

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

April 2016
June 2016

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

June 2018
Representative Director, President (incumbent)[Significant concurrent positions]―[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
Representative Director, President since June 2018.
In fiscal 2022, he spearheaded the management of the entire Groupthrough his strong leadership and decisiveness, while overseeing
business execution as Officer in Charge of Overseas Segments, Quality
Assurance, and Development, as well as leading capital alliances andcollaborations aimed at improving corporate competitiveness.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 4－

Number ofshares of theCompany
held

75,380 shares

No.

Name
(Date of birth)

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

June 20122

Yoshitaka
Nakajima(October 16, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

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
Senior Managing Director (Representative Director)

June 2020
June 2021
Representative Director, Senior Managing Director
April 2022
Representative Director, Vice President (incumbent)[Significant concurrent positions]―[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, and since April 2022 he hasserved as Representative Director, Vice President.
In fiscal 2022, he supervised administration enhancement and businessexecution of the entire Group as Officer in Charge of Administration,
Business Administration, and Corporate Managerial Planning andcontributed to improving corporate value by leading initiatives forsustainability.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 5－

Number ofshares of theCompany
held34,822 shares

No.

Name
(Date of birth)

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,
Director and Chairman of TS TECHDEUTSCHLAND GmbH
Director,
Director and Chairman of TS TECHDEUTSCHLAND GmbH

June 2016

June 2017

April 2020
June 20203

Kenichi Hasegawa(April 10, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

April 2021
June 2021

Number ofshares of theCompany
heldManaging Director,
Director and Chairman of TS TECHDEUTSCHLAND GmbHManaging Director, Corporate Sales and Purchasing
Division Executive General Manager
Senior Managing Director (Representative Director),
Corporate Sales and Purchasing Division Executive
General Manager
Risk Management Officer (incumbent)
Senior Managing Director (Representative Director)
Representative Director, Senior Managing Director(incumbent)[Significant concurrent positions]―[Reasons for nomination as a candidate for Director]
Mr. Kenichi Hasegawa is engaged in sales activities towards new
customers and has a high level of expertise and insight into these
domains, based on his experience in development segments andoverseas.
In fiscal 2022, he supervised business execution as Officer in Charge of
New Business Management, Sales, Purchasing, and Manufacturing,promoted the acquisition of new commercial rights aimed at businessgrowth, and he directed risk management for the whole Group.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 6－26,399 shares

No.

Name
(Date of birth)

4
Akihiko Hayashi(November 6, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

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

June 2020
April 2021

Senior Managing Director, Americas
Segment Executive General Manager

June 2021

Director, Senior Managing Officer, 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 2022, he managed business execution such as optimizing thebusiness structure, primarily in the Americas.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 7－

Number ofshares of theCompany
held

15,314 shares

No.

Name
(Date of birth)

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

May 2020

Representative Director of Honda Cars
SAITAMAKITA (incumbent)
Managing Director, Corporate Business
Administration Division Executive General Manager

June 2020
June 2021
5

Atsushi Igaki(January 21, 1963)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

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

April 2022

Director, Senior Managing Officer, Corporate
Business Administration Division Executive General
Manager (incumbent)[Significant concurrent positions]Representative Director of Honda Cars SAITAMAKITA[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 2022, 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.

－ 8－

Number ofshares of theCompany
held

13,118 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
Operating Officer,
Asia and Europe Executive General Manager,
Director and President of TS TECH ASIAN CO.,LTD.
Director and Chairman of TS TECHBANGLADESH LIMITED
Director and Chairman of TS TECH UK
LTDManaging Director

April 2020

6
Eiji Toba(September 17, 1968)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

June 2020
April 2021

Managing Director, Asia and Europe
Segment Executive General Manager

June 2021

Director, Managing Officer, Asia and Europe
Segment Executive General Manager

April 2022

Director, Managing Officer, Corporate
Development and Engineering Division
Executive General Manager (incumbent)[Significant concurrent positions]―[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 2022, 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.

－ 9－

Number ofshares of theCompany
held

11,232 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
ManagerJune 2020

Director, Corporate Development andEngineering Division Executive General
ManagerJune 2021

Director, Operating Officer, Corporate
Development and Engineering Division
Executive General Manager

7
Takahiro Kobori(June 10, 1970)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

April 2022

Director, Managing Officer, Corporate Sales
and Purchasing Division Executive General
Manager (incumbent)[Significant concurrent positions]―[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 2022, he led the entire global sales and purchasing domains.
We request his reappointment as Director, to strengthen management
and achieve further growth towards realizing our vision for 2030.

－ 10 －

Number ofshares of theCompany
held

12,045 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1990

Joined the Company

April 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

April 2018

Operating Officer, Corporate Manufacturing
Division Deputy Executive General Manager

April 2020

Operating Officer, Corporate Manufacturing
Division Executive General Manager

June 2020

Director, Corporate Manufacturing Division
Executive General Manager

June 2021

8
Yasushi Suzaki(May 5, 1966)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

Director, Operating Officer, Corporate
Manufacturing Division Executive General
Manager
April 2022
Director, Managing Officer, Corporate
Manufacturing Division Executive General
Manager (incumbent)[Significant concurrent positions]―

Number ofshares of theCompany
held[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 2022, 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.

－ 11 －

9,839 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.
Representative Director and President of Kitasato
Daiichi Sankyo Vaccine Co., Ltd.

April 2017

9

Takeshi Ogita(March 20, 1951)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)

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.
[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.

－ 12 －

Number ofshares of theCompanyheld1,467 shares

No.

Name
(Date of birth)

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

Joined FUJITSU LIMITED

April 2007

General Manager of Project Management Department,
Alliance Management Division, Global Strategy
Headquarters of FUJITSU LIMITED
Diversity Mentor of FUJITSU LIMITED
Senior Director, Global Marketing Headquartersof FUJITSU LIMITED

September 2013
April 201610

Kaori Matsushita(April 16, 1959)[Reappointment]
Meetings of the Boardof Directors attended:
100% (11/11)

May 2019

CEO of K&L Consulting LLC (incumbent)

June 2020

Outside Director and Audit & Supervisory
Committee Member of Taisei Oncho Co., Ltd.
(incumbent)
Outside Director of Belc CO., LTD. (incumbent)
Director of the Company (incumbent)

May 2022
June 2022[Significant concurrent positions]
CEO of K&L Consulting LLC
Outside Director and Audit & Supervisory Committee Member ofTaisei Oncho Co., Ltd.
Outside Director of Belc CO., LTD.

Number ofshares of theCompanyheld

397 shares[Reasons for nomination as a candidate for Outside Director, andsummary of expected roles]
Ms. Kaori Matsushita has extensive experience and insight gained
through the planning and promotion of new business and corporate
alliance strategy at a comprehensive IT vendor, and diversity
management support at a consulting company.
We request her reappointment as Outside Director in the expectationthat she will continue to contribute to enhancing diversity and ensuring
the soundness of management of the Company.

(Notes)1. No special interest exists between the above candidates and the Company.
2. Mr. Takeshi Ogita and Ms. Kaori Matsushita are candidates for Outside Director as prescribed in
Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Takeshi Ogita and Ms. Kaori Matsushita as Independent Officers as
stipulated by Tokyo Stock Exchange, Inc. and notified the Exchange as such. If these candidates are
re-elected and assume office as Directors, the Company will continue to designate them as Independent
Officers as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange as such.
4. The period of service of Mr. Takeshi Ogita as an Outside Director of the Company will be three (3)years at the close of this Annual General Meeting of Shareholders.
5. The period of service of Ms. Kaori Matsushita as an Outside Director of the Company will be one (1)year at the close of this Annual General Meeting of Shareholders.
6. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has enteredinto an agreement with Mr. Takeshi Ogita and Ms. Kaori Matsushita 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. Takeshi Ogita and Ms. Kaori Matsushita are re-elected, the Company will continue the above
agreement with each of them.
7. The Company has entered into a directors and officers liability (D&O liability) insurance contract as
stipulated in Article 430-3, Paragraph 1 of the Companies Act with an insurance company to coverlegal damages and litigation expenses in the event that 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. The Company intends to renew this insurance contract withthe same contents at the time of the next renewal.
■ Opinions of the Audit & Supervisory Committee
The Audit & Supervisory Committee deliberated on the selection of candidates for Director (excluding
Directors who are Audit & Supervisory Committee Members) in this proposal after confirming the－ 13 －

details of deliberations by the Nomination and Compensation Committee and evaluating the status ofbusiness execution, career summary and expertise, etc. of each candidate.
As a result, we have determined that the procedures for selection are reasonable, and that the selection ofcandidates for Director (excluding Directors who are Audit & Supervisory Committee Members) isappropriate.

－ 14 －

Proposal 2: Election of Four (4) Directors who are Audit & Supervisory Committee Members
The term of office for all four (4) Directors who are Audit & Supervisory Committee Members
will expire at the close of this General Meeting of Shareholders. Accordingly, the Company proposes
the election of four (4) Directors who are Audit & Supervisory Committee Members. The consent of
the Audit & Supervisory Committee has been obtained regarding this proposal.
The candidates for Directors who are Audit & Supervisory Committee Members are as follows:

No.

Name

1

Tatsuo Sekine

2Hajime Hayashi

3

Tomoko Nakada

4

Kenichi Naito

Reappointment
Reappointment
OutsideIndependent
Reappointment
OutsideIndependent
New appointment
OutsideIndependent

Current position at the Company

Meetings ofthe Board of
Directors
attended

Meetings of
the Audit &Supervisory
Committee
attended

Director, Audit & Supervisory Committee
Member

100% (14/14)

100% (15/15)

Director, Audit & Supervisory Committee
Member

100% (14/14)

100% (15/15)

Director, Audit & Supervisory Committee
Member

100% (14/14)

100% (15/15)

―

―

―

－ 15 －

No.

Name(Date of birth)

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

Tatsuo Sekine(May 17, 1958)
1[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)
Meetings of the Audit& Supervisory
Committee attended:
100% (15/15)

April 2004

Joined the Company
Corporate Business Administration Division,
Accounting Department General Manager

April 2010

Operating Officer, Corporate Business Supervision
Division Deputy Executive General Manager

April 2011

Operating Officer, Corporate Business Administration
Division Deputy Executive General Manager

April 2017Managing Officer, Corporate Managerial Planning
Office General Manager

April 2020

Managing Officer

June 2020

AuditorDirector (Audit & Supervisory Committee
Member) (incumbent)[Significant concurrent positions]―

Number ofshares of theCompany
heldJune 2021[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 2019, 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 reappointment as Director who is an Audit &Supervisory Committee Member, in the expectation that he cancontinue to utilize the insight that he has cultivated until now tocontribute to the audit and supervision of the Company’s
management.

－ 16 －

12,930 shares

No.

Name
(Date of birth)

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

April 1989

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

May 1996

Joined Sazanka Law Office (incumbent)

June 2020
June 2021

Auditor of the Company

April 1986

Hajime Hayashi(April 19, 1958)
2

Director (Audit & Supervisory Committee
Member) (incumbent)[Significant concurrent positions]Founder of Sazanka Law Office

Number ofshares of theCompanyheld

629 shares[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)
Meetings of the Audit& Supervisory
Committee attended:
100% (15/15)

3

Tomoko Nakada(January 20,
1972)[Reappointment]
Meetings of the Boardof Directors attended:
100% (14/14)
Meetings of the Audit& Supervisory
Committee attended:
100% (15/15)[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 Director of the Company, he has
appropriately performed audits, such as by giving advice on the
management of the Company as necessary.
We request his reappointment 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)
Registered as an Attorney (New York State)
August 2002
International Fellow of The American College of Trust
March 2015
and Estate Counsel (incumbent)
April 2017

Academician of The International Academy of Estate
and Trust Law (incumbent)

December
2020
June 2021

Representative of Tokyo Heritage Law Firm
(incumbent)

Director (Audit & Supervisory Committee
Member) of the Company (incumbent)[Significant concurrent positions]Representative of Tokyo Heritage Law Firm
[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.
Since her appointment as Outside Director of the Company, she has
appropriately performed audits, such as by giving advice on the
management of the Company as necessary.
We request her reappointment as Outside Director who is an Audit &Supervisory Committee Member, in the expectation that she cancontinue to contribute to ensuring the soundness of management, andthe audit and supervision of the Company’s management.

－ 17 －

1,011 shares

No.

Name
(Date of birth)

Career summary, positions, and responsibility at the Company
April 1982
May 2002

June 2008
June 20144

Kenichi Naito(December 25,
1958)[New appointment]
Meetings of the Boardof Directors attended:―
Meetings of the Audit& Supervisory
Committee attended:―

June 2017

Number ofshares of theCompany
held

Joined Ube Industries, Ltd. (currently UBE
Corporation)
General Manager of Administration Dept., Ube
Techno Eng Co., Ltd. (currently UBE MACHINERYCORPORATION, Ltd.)
Director, General Manager of Administration Center,
Ube Techno Eng Co., Ltd.
Managing Director, Executive General Manager of
Administration Dept., T&U ELECTRONICS CO.,LTD
Auditor, UBE EXSYMO CO., LTD.

[Significant concurrent positions]―[Reasons for nomination as a candidate for Outside Director who is an
Audit & Supervisory Committee Member, and summary of expectedroles]
Mr. Kenichi Naito has extensive experience and insight throughfinancial accounting, domestic and international sales, supervisingsales of group companies, corporate management at a major generalchemicals manufacturer as well as auditing duties as an auditor.
We request his appointment as Outside Director who is an Audit &Supervisory Committee Member, in the expectation that he cancontribute to ensuring the soundness of management, and the audit
and supervision of the Company’s management.

0 shares(Notes)1. No special interest exists between the above candidates and the Company.
2. Mr. Hajime Hayashi, Ms. Tomoko Nakada, and Mr. Kenichi Naito are candidates for Outside Director asprescribed in Article 2, Paragraph 3, Item 7 of the Ordinance for Enforcement of the Companies Act.
3. The Company has designated Mr. Hajime Hayashi and Ms. Tomoko Nakada as Independent Officers as stipulatedby Tokyo Stock Exchange, Inc. and notified the Exchange as such. If these candidates are re-elected and assume
office as Directors who are Audit & Supervisory Committee Members, the Company will continue to designate themas Independent Officers as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange as such. If Mr. Kenichi
Naito assumes office as a Director who is an Audit & Supervisory Committee Member, then the Company will
designate him as an Independent Officer as stipulated by Tokyo Stock Exchange, Inc. and notify the Exchange assuch.
4. 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 of appropriately fulfilling his duties as a
Director who is an Audit & Supervisory Committee Member, based on his broad knowledge and extensive
experience as an attorney.
5. Although Ms. Tomoko Nakada has not been engaged in corporate management, the Company believes that she iscapable of appropriately fulfilling her duties as a Director who is an Audit & Supervisory Committee Member, basedon her broad knowledge as an attorney and global perspective cultivated through her extensive experience overseas.
6. Mr. Kenichi Naito has extensive experience and insight through financial accounting, domestic and internationalsales, supervising sales of group companies, corporate management at a major general chemicals manufacturer aswell as auditing duties as an auditor, and the Company believes that he is capable of appropriately fulfilling his duties
as a Director who is an Audit & Supervisory Committee Member by contributing to strengthening the decisionmaking function and the auditing and supervisory function of the Company’s Board of Directors from an independent
standpoint, utilizing his broad insight cultivated through his experience.
7. Mr. Hajime Hayashi is currently a Director who is an Audit & Supervisory Committee Member of the Company,
and the period of service of Mr. Hajime Hayashi as Director who is an Audit & Supervisory Committee Member of
the Company will be two (2) years at the close of this General Meeting of Shareholders.
8. Ms. Tomoko Nakada is currently a Director who is an Audit & Supervisory Committee Member of the Company,
and the period of service of Ms. Tomoko Nakada as Director who is an Audit & Supervisory Committee Member of
the Company will be two (2) years at the close of this General Meeting of Shareholders.
9. Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Hajime Hayashi and Ms. Tomoko Nakada 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－ 18 －

liability amount as provided for in Article 425, Paragraph 1 of the same Act. If Mr. Hajime Hayashi and Ms. Tomoko
Nakada are re-elected and assume office as Directors who are Audit & Supervisory Committee Members, theCompany will continue these agreements with them, as Directors who are Audit & Supervisory Committee Members.
10. If Mr. Kenichi Naito 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 the Companies Act, the Company will enter into
an agreement with him to limit his 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.
11. The Company has entered into a directors and officers liability (D&O liability) insurance contract with aninsurance company, to cover legal damages and litigation expenses in the event that a claim for damages is madeagainst the insured parties. The candidates will be included among the insured parties under this insurance contract ifthey 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.

－ 19 －

(Reference: Skill Matrix of Candidates for Director)
Experience and expertise
Name

Positions

Corporate management
Management
strategy

Knowledge
about
Human
Legal affairs
international Finance and Technology Manufacturin
Sales andresources
Environmentand riskbusiness and accounting development g and quality
procurement development
management
overseasand diversity
conditions

Masanari Representative
Director,
Yasuda President

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Yoshitaka Representative
Director, Vice
Nakajima President

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Representative

Kenichi Director, Senior
Hasegawa Managing
AkihikoHayashiAtsushi
Igaki
Eiji
Toba
Takahiro
Kobori
YasushiSuzaki

Director
Director, Senior
Managing
Officer
Director, Senior
Managing
Officer
Director,
Managing
Officer
Director,
Managing
Officer
Director,
Managing
OfficerTakeshi Director
Ogita
Kaori
Director
Matsushita
TatsuoSekineHajimeHayashiTomokoNakadaKenichiNaito

Director, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
MemberDirector, Audit& Supervisory
Committee
Member

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■ Nomination and Compensation Committee■ Outside Directors■ Independent Directors

Note: The above “positions” shall be applied in the event that each candidate is elected at this General
Meeting of Shareholders.

－ 20 －○○